Common use of Termination Upon a Change of Control Clause in Contracts

Termination Upon a Change of Control. The Term of Employment shall be terminated immediately upon a Change of Control (as defined below). In the event the Executive’s employment with the Company is terminated due to a Change of Control, the Executive shall be entitled to and his sole remedies under this Agreement shall be: (i) Base Salary through the date of the Change of Control, which shall be paid in a single lump sum 15 days following the date of the Executive’s termination of employment; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Change of Control occurs, which shall be payable in a lump sum on the first day following the six month anniversary of the Executive’s termination of employment; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding on the date of the Change of Control; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options as provided in any stock option award agreement to which the Executive is a party; (v) immediate vesting of all outstanding Performance Compensation Awards for which target performance has been achieved through the date of the Change of Control, payable in a lump sum in cash or stock on the first day following the six month anniversary of the Executive’s termination of employment; (vi) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with the terms of such awards; (vii) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (viii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the Company. A “Change in Control” shall be deemed to have occurred if: (i) any Person (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company immediately prior to the occurrence with respect to which the evaluation is being made in substantially the same proportions as their ownership of the common stock of the Company) becomes the Beneficial Owner (except that a Person shall be deemed to be the Beneficial Owner of all shares that any such Person has the right to acquire pursuant to any agreement or arrangement or upon exercise of conversion rights, warrants or options or otherwise, without regard to the sixty day period referred to in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company or any Significant Subsidiary (as defined below), representing 50% or more of the combined voting power of the Company’s or such subsidiary’s then outstanding securities; (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), or (iv) of this paragraph) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved but excluding for this purpose any such new director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, corporation, partnership, group, associate or other entity or Person other than the Board, cease for any reason to constitute at least a majority of the Board; (iii) the consummation of a merger or consolidation of the Company or any subsidiary owning directly or indirectly all or substantially all of the consolidated assets of the Company (a “Significant Subsidiary”) with any other entity, other than a merger or consolidation which would result in the voting securities of the Company or a Significant Subsidiary outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or resulting entity) more than 50% of the combined voting power of the surviving or resulting entity outstanding immediately after such merger or consolidation; (iv) the consummation of a plan or agreement for the sale or disposition of all or substantially all of the consolidated assets of the Company (other than such a sale or disposition immediately after which such assets will be owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the common stock of the Company immediately prior to such sale or disposition) in which case the Board shall determine the effective date of the Change in Control resulting therefrom; or (v) any other event occurs which the Board determines, in its discretion, would materially alter the structure of the Company or its ownership. For purposes of this definition: (A) The term “Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act (including any successor to such Rule).

Termination Upon a Change of Control. The Term In the event of Employment shall be terminated immediately upon the Executive's Termination Upon a Change of Control (as defined below). In the event the Executive’s employment with the Company is terminated due and Executive signing a Release of Claims pursuant to a Change Section 14 of Controlthis Agreement, the Executive shall be entitled to and his sole remedies under this Agreement shall bethe following separation benefits: (i) Base Salary all salary, accrued but unused vacation earned through the date of Executive's termination and Executive's target bonus for the Change of Controlyear in which termination occurs, which shall be paid in a single lump sum 15 days following pro rated through the date of the Executive’s termination of employment's termination; (ii) pro rata twelve (12) months of Executive's Total Annual Incentive Award at 75% Earnings as in effect as of Base Salary for the year in which the Change date of Control occurssuch termination, which shall be payable less applicable withholding, paid in a lump sum on within thirty (30) days after the first day following the six month anniversary date of the Executive’s 's termination upon a Change of employmentControl; (iii) elimination all stock options granted by the Company to the Executive prior to the Change of all restrictions on any Restricted Share Grants or deferred stock awards outstanding on Control shall become fully vested and exercisable as of the date of the termination to the extent such stock options remain outstanding and unexercised at the time of such Termination Upon Change of Control; (iv) immediate vesting all restricted stock of all outstanding stock options the Company owned by Executive shall be fully vested and the right to exercise such stock options as provided in any stock option award agreement to which the Executive is a partyrepurchase rights shall lapse; (v) immediate vesting within reasonable time following submission of proper expense reports by the Executive, the Company shall reimburse the Executive for all outstanding Performance Compensation Awards for which target performance has been achieved through expenses reasonably and necessarily incurred by the date Executive in connection with the business of the Company prior to his termination of Change of Control, payable in a lump sum in cash or stock on the first day following the six month anniversary of the Executive’s termination of employment; (vi) reimbursement to the balance Executive for the same level of any Annual Incentive Awards earned health coverage and benefits as of December 31 in effect for the Executive on the day immediately preceding the day of the prior year Executive's termination of employment with the Company; provided, however, that (but not yet paidi) the Executive constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (ii) Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), which within the time period prescribed pursuant to COBRA. The Company shall continue to reimburse Executive for continuation coverage until the earlier of (i) the date Executive is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) one year from the termination date. Executive shall be paid in a single lump sum responsible for the payment of COBRA premiums (including, without limitation, all administrative expenses) for the remaining COBRA period (vii) Executive shall receive the benefits, if any, under the Company's 401(k) Plan and in accordance with other Company benefit plans to which he may be entitled pursuant to the terms of such awards; (vii) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (viii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the Company. A “Change in Control” shall be deemed to have occurred if: (i) any Person (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company immediately prior to the occurrence with respect to which the evaluation is being made in substantially the same proportions as their ownership of the common stock of the Company) becomes the Beneficial Owner (except that a Person shall be deemed to be the Beneficial Owner of all shares that any such Person has the right to acquire pursuant to any agreement or arrangement or upon exercise of conversion rights, warrants or options or otherwise, without regard to the sixty day period referred to in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company or any Significant Subsidiary (as defined below), representing 50% or more of the combined voting power of the Company’s or such subsidiary’s then outstanding securities; (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), or (iv) of this paragraph) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved but excluding for this purpose any such new director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, corporation, partnership, group, associate or other entity or Person other than the Board, cease for any reason to constitute at least a majority of the Board; (iii) the consummation of a merger or consolidation of the Company or any subsidiary owning directly or indirectly all or substantially all of the consolidated assets of the Company (a “Significant Subsidiary”) with any other entity, other than a merger or consolidation which would result in the voting securities of the Company or a Significant Subsidiary outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or resulting entity) more than 50% of the combined voting power of the surviving or resulting entity outstanding immediately after such merger or consolidation; (iv) the consummation of a plan or agreement for the sale or disposition of all or substantially all of the consolidated assets of the Company (other than such a sale or disposition immediately after which such assets will be owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the common stock of the Company immediately prior to such sale or disposition) in which case the Board shall determine the effective date of the Change in Control resulting therefrom; or (v) any other event occurs which the Board determines, in its discretion, would materially alter the structure of the Company or its ownership. For purposes of this definition: (A) The term “Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act (including any successor to such Rule)plans.

Termination Upon a Change of Control. The Term of Employment shall be terminated immediately upon (a) During the one (1) year period following a Change of Control (as defined below). In the event the Executive’s employment with the Company is terminated due to a Change of Control, the Executive shall be entitled to and his sole remedies under this Agreement shall beand: (i) Base in the event of the termination of the Employee's employment hereunder pursuant to a Constructive Termination (as defined in Section 7.4(b) hereof) during the period commencing on the Commencement Date and ending on the first anniversary of the Commencement Date, the Employee shall be entitled, as severance pay, to continue to receive his Salary through for a period of twenty-four (24) months, subject to all applicable Taxes, calculated on the basis of the Salary in effect on the date of the Change of Control, which shall be termination and paid in a single lump sum 15 days following the date of the Executive’s termination of employment;same manner as Salary was then paid hereunder. (ii) pro rata Annual Incentive Award at 75% in the event of Base Salary for the year in which termination of the Change of Control occurs, which shall be payable in Employee's employment hereunder pursuant to a lump sum Constructive Termination during the period commencing on the first day following the six month anniversary of the Executive’s Commencement Date and ending on the second anniversary of the Commencement Date, the Employee shall be entitled, as severance pay, to continue to receive his Salary for a period of eighteen (18) months, subject to all applicable Taxes, calculated on the basis of the Salary in effect on the date of termination of employment;and paid in the same manner as Salary was then paid hereunder. (iii) elimination in the event of the termination of the Employee's employment hereunder pursuant to a Constructive Termination at any time after the second anniversary of the Commencement Date and prior to the Expiration Date, the Employee shall be entitled, as severance pay, to continue to receive his Salary for a period of twelve (12) months, subject to all restrictions applicable Taxes, calculated on any Restricted Share Grants or deferred stock awards outstanding the basis of the Salary in effect on the date of termination and paid in the same manner as Salary was then paid hereunder. (b) For purposes of this Section 7.4, "Constructive Termination" shall mean the termination of the Employee's employment hereunder by the Employee within one year of a Change of Control; (iv) immediate vesting of all outstanding stock options and the right to exercise such stock options as provided in any stock option award agreement to which the Executive is a party; (v) immediate vesting of all outstanding Performance Compensation Awards for which target performance has been achieved through the date of the Change of Control, payable in a lump sum in cash or stock on the first day following the six month anniversary of the Executive’s termination of employment; (vi) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with the terms of such awards; (vii) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (viii) other or additional benefits then due or earned, payable in accordance with applicable plans and programs of the Company. A “Change in Control” shall be deemed to have occurred if: (i) any Person (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company immediately prior to the occurrence with respect to which the evaluation is being made in substantially the same proportions as their ownership of the common stock of the Company) becomes the Beneficial Owner (except that a Person shall be deemed to be the Beneficial Owner of all shares that any such Person has the right to acquire pursuant to any agreement or arrangement or upon exercise of conversion rights, warrants or options or otherwise, without regard to the sixty day period referred to in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company or any Significant Subsidiary (as defined below), representing 50% or more of the combined voting power of the Company’s or such subsidiary’s then outstanding securities; (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), or (iv) of this paragraph) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved but excluding for this purpose any such new director whose initial assumption of office occurs Control as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, corporation, partnership, group, associate or other entity or Person other than the Board, cease for any reason to constitute at least a majority of the Board; following: (i) the Employee is demoted; (ii) the Employee's duties hereunder are materially altered in a manner unacceptable to the Employee at the sole discretion of the Employee; or (iii) the consummation of a merger or consolidation of the Company or any subsidiary owning directly or indirectly all or substantially all of the consolidated assets of the Company (a “Significant Subsidiary”) with any other entity, other than a merger or consolidation which would result in the voting securities of the Company or a Significant Subsidiary outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or resulting entity) more than 50% of the combined voting power of the surviving or resulting entity outstanding immediately after such merger or consolidation; (iv) the consummation of a plan or agreement for the sale or disposition of all or substantially all of the consolidated assets of the Company (other than such a sale or disposition immediately after which such assets will be owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the common stock of the Company immediately prior to such sale or disposition) in which case the Board shall determine the effective date of the Change in Control resulting therefrom; or (v) any other event occurs which the Board determines, in its discretion, would materially alter the structure of the Company or its ownership. For purposes of this definition: (A) The term “Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act (including any successor to such Rule)Salary is reduced.

Termination Upon a Change of Control. The Term If, during the Term, Executive's employment is terminated as a result of Employment shall be terminated immediately upon a Change of Control (as defined below). In the event the Executive’s employment with the Company is terminated due to a Change of Control, the Executive Company's sole obligation hereunder shall be entitled to (a) pay to the Executive an amount equal to any Annual Salary and his sole remedies under this Agreement shall be: (i) Base Salary through paid time off accrued and due and payable to the date of the Change of Control, which shall be paid in a single lump sum 15 days following the date of the Executive’s termination of employment; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Change of Control occurs, which shall be payable in a lump sum on the first day following the six month anniversary of the Executive’s termination of employment; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding Executive hereunder on the date of the Change of Control; termination, (ivb) immediate vesting of all outstanding stock options and the right continue to exercise such stock options as provided in any stock option award agreement provide to which the Executive is any employee benefits the Executive would otherwise be entitled to under Section 3.5(a) hereof for a party; period of two (v2) immediate vesting of all outstanding Performance Compensation Awards for which target performance has been achieved through years from the date of termination, and (c) pay to the Change Executive an amount equal to the Annual Salary for a period of Control, payable in a lump sum in cash or stock on three years from the first day following the six month anniversary date of the Executive’s termination of employment; (vi) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with the terms of such awards; (vii) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (viii) other or additional benefits then due or earnedtermination, payable in accordance with applicable plans and programs of the Company. A “Change in Control” 's usual payroll practices for executives (but not less frequently than monthly); provided however that Executive shall be deemed to have occurred if: (i) any Person (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company immediately prior to the occurrence with respect to which the evaluation is being made in substantially the same proportions as their ownership of the common stock of the Company) becomes the Beneficial Owner (except that a Person shall be deemed to be the Beneficial Owner of all shares that any not receive such Person has the right to acquire amounts pursuant to any agreement or arrangement or upon exercise of conversion rights, warrants or options or otherwise, without regard to the sixty day period referred to in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company or any Significant Subsidiary (as defined below), representing 50% or more of the combined voting power of the Company’s or such subsidiary’s then outstanding securities; (iiSections 5.5(ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), or (iv) of this paragraph) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved but excluding for this purpose any such new director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, corporation, partnership, group, associate or other entity or Person other than the Board, cease for any reason to constitute at least a majority of the Board; (iii) hereof if the consummation value of Executive's vested Options on the date of a merger or consolidation Change of Control transaction exceeds the Company or any subsidiary owning directly or indirectly all or substantially all total value of the consolidated assets three years' of the Company (a “Significant Subsidiary”) with any other entity, other than a merger or consolidation which would result in the voting securities of the Company or a Significant Subsidiary outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or resulting entity) more than 50% of the combined voting power of the surviving or resulting entity outstanding immediately after such merger or consolidation; (iv) the consummation of a plan or agreement for the sale or disposition of all or substantially all of the consolidated assets of the Company (other than such a sale or disposition immediately after which such assets will be owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the common stock of the Company immediately prior to such sale or disposition) in which case the Board shall determine the effective date of the Change in Control resulting therefrom; or (v) any other event occurs which the Board determines, in its discretion, would materially alter the structure of the Company or its ownershipExecutive's then-existing Annual Salary. For purposes of this definition: proviso, the value of Executive's vested Options shall be equal to the amount by which the consideration received for a share of Holdings' Common Stock in the Change of Control transaction exceeds the exercise price of the Options, multiplied by the number of vested Options. For purposes of this Agreement, a Change of Control shall mean the same thing as "Transaction" as used in the Company's Stock Option Plan attached hereto as Exhibit C. In the event that all or a portion of any payment or benefit received (Aincluding, without limitation, acceleration of vesting of any stock options granted to the Executive) pursuant to the terms of this Agreement, or all or a portion of any payment or benefit received or to be received by the Executive pursuant to any other plan, arrangement or agreement of the Company or an affiliate of the Company (defined as any other entity directly or indirectly controlling, controlled by or under common control with the Company) (collectively, "Payments") would be subject to an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Excise Tax"), the Company shall provide the Executive with an additional payment (the "Gross-Up Payment") equal to the Excise Tax on such Payments. The term “Beneficial Owner” determination as to whether a Gross-Up Payment is due shall have be reasonably determined by the meaning ascribed Company's independent auditors, the cost of which shall be borne by the Company. The Gross-Up Payment provided herein shall be paid to such term in Rule 13d-3 under the Exchange Act Executive upon the later of (including 1) the payment to the Executive of any successor Payment subject to such Rule)the Excise Tax, or (2) the imposition upon the Executive or payment by the Executive of any Excise Tax.

Termination Upon a Change of Control. The Term If, during the term of Employment shall be terminated immediately upon this Agreement, Holdings and EEC terminate this Agreement within 12 months following a Change of Control (as defined belowand such termination is other than pursuant to Sections 3.1(a). In the event the Executive’s employment with the Company is terminated due to a Change of Control, the 3.1(b), 3.1(c) or 3.1(d), Executive shall be entitled to and his sole remedies under this Agreement shall bethe following severance benefits: (ia) Base Salary through the date of If the Change of ControlControl occurs on or prior to the first anniversary of this Agreement, which Executive shall be paid entitled to receive his annual base salary in the same periodic installments provided for in Section 4.1 hereof for a single lump sum 15 days period of six consecutive months following the date of his termination; provided, however, that the Executive’s severance compensation to be paid to Executive in respect of a termination for the reason specified in Section 3.1(e) shall be integrated with any disability insurance proceeds paid to Executive during such six-month period so that Executive receives no more than an amount equal to 100% of employment;his base salary under Section 4.1 for such six-month period. In addition, during such six-month period, Holdings and EEC shall continue to make all employer contributions to medical and dental and life insurance premiums for all Holdings or EEC maintained plans under which Executive is an insured or covered as of the commencement of such six-month period; and (iib) pro rata Annual Incentive Award at 75% of Base Salary for the year in which If the Change of Control occursoccurs after the first anniversary of this Agreement but on or prior to the second anniversary of this Agreement, which Executive shall be payable entitled to receive his annual base salary in the same periodic installments provided for in Section 4.1 hereof for a lump sum on the first day period of nine consecutive months following the six month anniversary of the Executive’s termination of employment; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding on the date of his termination; provided, however, that the Change severance compensation to be paid to Executive in respect of Control; (iva termination for the reason specified in Section 3.1(e) immediate vesting shall be integrated with any disability insurance proceeds paid to Executive during such nine-month period so that Executive receives no more than an amount equal to 100% of his base salary under Section 4.1 for such nine-month period. In addition, during such nine-month period, Holdings and EEC shall continue to make all outstanding stock options employer contributions to medical and the right to exercise such stock options as provided in any stock option award agreement to dental and life insurance premiums for all Holdings or EEC maintained plans under which the Executive is a party; (v) immediate vesting of all outstanding Performance Compensation Awards for which target performance has been achieved through the date an insured or covered as of the Change of Control, payable in a lump sum in cash or stock on the first day following the six month anniversary of the Executive’s termination of employment; (vi) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with the terms commencement of such awards; (vii) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Formsnine-month period; and (viiic) other If the Change of Control occurs after the second anniversary of this Agreement, Executive shall be entitled to receive his annual base salary in the same periodic installments provided for in Section 4.1 hereof for a period of 12 consecutive months following the date of his termination; provided, however, that the severance compensation to be paid to Executive in respect of a termination for the reason specified in Section 3.1(e) shall be integrated with any disability insurance proceeds paid to Executive during such 12-month period so that Executive receives no more than an amount equal to 100% of his base salary under Section 4.1 for such 12-month period. In addition, during such 12-month period, Holdings and EEC shall continue to make all employer contributions to medical and dental and life insurance premiums for all Holdings or additional benefits then due EEC maintained plans under which Executive is an insured or earned, payable in accordance with applicable plans and programs covered as of the Company. A “Change in Control” shall be deemed to have occurred if:commencement of such 12-month period. (id) any Person (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company immediately prior to the occurrence with respect to which the evaluation is being made in substantially the same proportions as their ownership of the common stock of the Company) becomes the Beneficial Owner (except that a Person shall be deemed to be the Beneficial Owner of all shares that any such Person has the right to acquire pursuant to any agreement or arrangement or upon exercise of conversion rights, warrants or options or otherwise, without regard to the sixty day period referred to in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company or any Significant Subsidiary (as defined below), representing 50% or more of the combined voting power of the Company’s or such subsidiary’s then outstanding securities; (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), or (iv) of this paragraph) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved but excluding for this purpose any such new director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, corporation, partnership, group, associate or other entity or Person other than the Board, cease for any reason to constitute at least a majority of the Board; (iii) the consummation of a merger or consolidation of the Company or any subsidiary owning directly or indirectly all or substantially all of the consolidated assets of the Company (a “Significant Subsidiary”) with any other entity, other than a merger or consolidation which would result in the voting securities of the Company or a Significant Subsidiary outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or resulting entity) more than 50% of the combined voting power of the surviving or resulting entity outstanding immediately after such merger or consolidation; (iv) the consummation of a plan or agreement for the sale or disposition of all or substantially all of the consolidated assets of the Company (other than such a sale or disposition immediately after which such assets will be owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the common stock of the Company immediately prior to such sale or disposition) in which case the Board shall determine the effective date of the Change in Control resulting therefrom; or (v) any other event occurs which the Board determines, in its discretion, would materially alter the structure of the Company or its ownership. For purposes of this definition: (A) The term Agreement, a “Beneficial OwnerChange of Control” shall have mean any of the meaning ascribed to such term in Rule 13d-3 under the Exchange Act (including any successor to such Rule).following events:

Termination Upon a Change of Control. The Term of Employment shall be terminated immediately upon (a) If within a one-year period after a Change of Control (as defined below). In the event the Executive’s employment with i) the Company is terminated due or the surviving entity terminates Executive's employment for any reason other than Permanent Total Disability or Cause or (ii) Executive voluntarily terminates his employment under circumstances involving a Constructive Termination, Executive will be entitled to the following compensation: (1) Eighteen (18) months' Base Salary; and (2) An amount equal to the greater of: (A) The Target Level Bonus for the fiscal year of termination, or (B) The average of the total annual bonus payments made to Executive under the Company's Annual Cash Incentive Program for the three fiscal years preceding the fiscal year of termination; and (3) An amount equal to the payment provided for under 2(a)(2) above, prorated for the period of Executive's actual employment during the fiscal year of termination. (b) If within a three-month period following a Change of Control, the Executive shall voluntarily terminates his employment under circumstances not involving a Constructive Termination, Executive will be entitled to and his sole remedies under this Agreement shall bethe following compensation: (i) One year's Base Salary through Salary; and (ii) An amount equal to the date Target Level Bonus for the fiscal year of the Change of Control, which shall termination. (c) The compensation payable under paragraphs 2(a) or (b) above will be paid in a single lump sum 15 within thirty (30) days following after the last date of Executive's employment. (d) In the event of a termination of Executive's employment under the circumstances described in paragraph 2(a) (but not 2(b)) above: (i) All outstanding options, restricted stock rights and phantom stock units (valued as of the date of the Executive’s termination of Executive's employment; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Change of Control occurs, which previously awarded to Executive shall be payable in a lump sum on the first day following the six month anniversary of the Executive’s termination of employment; (iii) elimination of all restrictions on any Restricted Share Grants or deferred stock awards outstanding on the date of the Change of Control; (iv) immediate vesting of all outstanding stock options immediately vest and the right Company shall promptly issue stock or cash, as the case may be, to exercise such stock options Executive as provided in any stock option award agreement to which the Executive is a party; (v) immediate vesting of all outstanding Performance Compensation Awards called for which target performance has been achieved through the date of the Change of Control, payable in a lump sum in cash or stock on the first day following the six month anniversary of the Executive’s termination of employment; (vi) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with by the terms of such awards; (vii) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (viiiii) other All of Executive's non-qualified deferred compensation or additional benefits then due or earnedretirement benefits, payable in accordance with applicable plans and programs if any, accrued through the date of the Company. A “Change in Control” shall be deemed to have occurred if: (i) any Person (other than the Company, any trustee or other fiduciary holding securities termination under any employee benefit non-qualified deferred compensation plan of the Companyor arrangement shall immediately vest and be payable, or any company owned, directly or indirectly, by the stockholders of the Company immediately prior to the occurrence with respect to which the evaluation is being made in substantially the same proportions as their ownership of the common stock of the Company) becomes the Beneficial Owner (except that a Person shall be deemed to be the Beneficial Owner of all shares that any such Person has the right to acquire pursuant to any agreement or arrangement or upon exercise of conversion rights, warrants or options or otherwise, without regard to the sixty day period referred to in Rule 13d-3 extent permissible under the Exchange Act), directly or indirectly, of securities of the Company or any Significant Subsidiary (as defined below), representing 50% or more of the combined voting power of the Company’s or such subsidiary’s then outstanding securities; (ii) during any period of two consecutive years, individuals who at the beginning terms of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), or (iv) of this paragraph) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved but excluding for this purpose any such new director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, corporation, partnership, group, associate or other entity or Person other than the Board, cease for any reason to constitute at least a majority of the Board; (iii) the consummation of a merger or consolidation of the Company or any subsidiary owning directly or indirectly all or substantially all of the consolidated assets of the Company (a “Significant Subsidiary”) with any other entity, other than a merger or consolidation which would result in the voting securities of the Company or a Significant Subsidiary outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or resulting entity) more than 50% of the combined voting power of the surviving or resulting entity outstanding immediately after such merger or consolidation; (iv) the consummation of a plan or agreement for the sale or disposition of all or substantially all of the consolidated assets of the Company (other than such a sale or disposition immediately after which such assets will be owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the common stock of the Company immediately prior to such sale or disposition) in which case the Board shall determine the effective date of the Change in Control resulting therefrom; or (v) any other event occurs which the Board determines, in its discretion, would materially alter the structure of the Company or its ownership. For purposes of this definition: (A) The term “Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act (including any successor to such Rule)arrangement.

Termination Upon a Change of Control. The Term of Employment shall be terminated immediately upon If the Company or any successor in interest to the Company terminates Employees employment in connection with or within twelve (12) months after a Change of Control (as defined below). In the event the Executive’s employment with the Company is terminated due to a Change of Control, the Executive Employee shall be entitled to and his sole remedies under this Agreement shall be: receive (i) his accrued but unpaid Base Salary through and other benefits earned under any Company-provided plans, policies and arrangements for the period preceding the effective date of the termination of employment, and (ii) continuing bi-weekly payments of severance pay at a rate equal to Employee’s Base Salary, as then in effect, for (A) six (6) months from the date of the Change termination of Controlemployment, which shall be paid in a single lump sum 15 days following if employment is terminated on or prior to December 31, 2017, or (B) nine (9) months from the date of the Executive’s termination of employment; (ii) pro rata Annual Incentive Award at 75% of Base Salary for the year in which the Change of Control occurs, which shall be payable in a lump sum on the first day following the six month anniversary of the Executive’s termination of employment; (iii) elimination of if employment is terminated after December 31, 2017, less all restrictions on any Restricted Share Grants or deferred stock awards outstanding on the date of the Change of Control; (iv) immediate vesting of all outstanding stock options required tax withholdings and the right to exercise such stock options as provided in any stock option award agreement to which the Executive is a party; (v) immediate vesting of all outstanding Performance Compensation Awards for which target performance has been achieved through the date of the Change of Control, payable in a lump sum in cash or stock on the first day following the six month anniversary of the Executive’s termination of employment; (vi) the balance of any Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum and in accordance with the terms of such awards; (vii) settlement of all deferred compensation arrangements in accordance with the Executive’s duly executed Deferral Election Forms; and (viii) other or additional benefits then due or earnedapplicable deductions, payable in accordance with applicable plans and programs of the Company. A “Change in Control” shall be deemed to have occurred if: (i) any Person (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company immediately prior to the occurrence with respect to which the evaluation is being made in substantially the same proportions as their ownership of the common stock of the Company) becomes the Beneficial Owner (except that a Person shall be deemed to be the Beneficial Owner of all shares that any such Person has the right to acquire pursuant to any agreement or arrangement or upon exercise of conversion rights, warrants or options or otherwise, without regard to the sixty day period referred to in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company or any Significant Subsidiary (as defined below), representing 50% or more of the combined voting power of the Company’s or such subsidiary’s then outstanding securities; (ii) during any period of two consecutive yearsstandard payroll procedures, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), or (iv) of this paragraph) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved but excluding for this purpose any such new director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or commencing on behalf of an individual, corporation, partnership, group, associate or other entity or Person other than the Board, cease for any reason to constitute at least a majority of the Board; (iii) the consummation of a merger or consolidation of the Company or any subsidiary owning directly or indirectly all or substantially all of the consolidated assets of the Company (a “Significant Subsidiary”) with any other entity, other than a merger or consolidation which would result in the voting securities of the Company or a Significant Subsidiary outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or resulting entity) more than 50% of the combined voting power of the surviving or resulting entity outstanding immediately after such merger or consolidation; (iv) the consummation of a plan or agreement for the sale or disposition of all or substantially all of the consolidated assets of the Company (other than such a sale or disposition immediately after which such assets will be owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the common stock of the Company immediately prior to such sale or disposition) in which case the Board shall determine the effective date of a separation agreement with a complete release of claims against the Change Company; provided that the first payment shall include any amounts that would have been paid to Employee if payment had commenced on the date of separation from service; and further provided that Employee shall not be required to execute a release of any claims arising from the Company’s failure to comply with its obligations under Paragraph 12A. In addition, during the applicable period determined in Control resulting therefrom; or accordance with the preceding sentence, with respect to group health benefits, Employee (vand his dependents) any other event occurs which the Board determinesmay elect, in its discretionaccordance with and subject to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or similar state law, would materially alter to remain covered under the structure of Company’s group health plan for the period mandated by COBRA or similar state law. If Employee timely and effectively elects such continuation coverage, the Company will pay the premiums for such coverage of Employee (and his dependents, as applicable) through such applicable period; provided that the Company’s obligation to make such payments shall immediately expire if Employee ceases to be eligible for continuation coverage under COBRA or its ownershipsimilar state law or otherwise terminates such coverage. For purposes The payments described in this Paragraph 12C are in lieu of, and not in addition to, the payments described in Paragraph 12B, it being understood by Employee that he shall be paid only one severance. Notwithstanding the previous provisions of this definition: Paragraph 12C, any payments due under this Paragraph 12C shall commence within sixty (A60) The term “Beneficial Owner” days of Employee's termination of employment, provided that if such sixty (60)-day period spans two calendar years, payments shall have commence in the meaning ascribed to such term in Rule 13d-3 latter calendar year. A Change of Control may also accelerate vesting under the Exchange Act (including any successor to such Rule).Option as provided in Section 2D.