Common use of After a Change in Control Clause in Contracts

After a Change in Control. (i) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company shall not terminate the Employee from employment with the Company except as provided in this section 2(b), or as a result of the Employee's Disability (as defined in section 3(d) hereof) or his death. (ii) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company shall have the right to terminate the Employee from employment with the Company at any time during the term of this Agreement for Cause (as defined in section 3(c) hereof), by written notice to the Employee, specifying the particulars of the conduct of the Employee forming the basis for such termination. (iii) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement: (a) the Company shall have the right to terminate the Employee's employment without Cause (as defined in section 3(c) hereof), at any time; and (b) the Employee shall, upon the occurrence of such termination by the Company without Cause or upon the voluntary termination of the Employee's employment by the Employee for Good Reason (as defined in section 3(b) hereof), be entitled to receive the benefits provided in section 4 hereof. The Employee shall evidence a voluntary termination for Good Reason by written notice to the Company given within ten (10) days after the date of the occurrence of any event that the Employee knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify the Employee and set forth in reasonable detail the facts and circumstances claimed by the Employee to constitute Good Reason. Any notice given by the Employee pursuant to this section 2 shall be effective ten (10) days after the date it is given by the Employee.

After a Change in Control. (ia) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company Corporation shall not terminate the Employee You from employment with the Company Corporation except as provided in this section 2(b), Section 1(ii) or as a result of the Employee's Your Disability (as defined in section 3(dSection 2(iv) hereof) or his death. (iib) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company Corporation shall have the right to terminate the Employee You from employment with the Company Corporation at any time during the term of this Agreement for Cause (as defined in section 3(cSection 2(iii) hereof), by written notice to the EmployeeYou, specifying the particulars of the Your conduct of the Employee forming the basis for such termination. (iiic) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement: (ax) the Company Corporation shall have the right to terminate the Employee's Your employment without Cause (as defined in section 3(c) hereof), at any time; and (by) the Employee You shall, upon the occurrence of such a termination by the Company Corporation without Cause Cause, or upon the voluntary termination of the Employee's employment by the Employee You for Good Reason (as defined in section 3(bSection 2(ii) hereof), be entitled to receive the benefits provided in section 4 Section 3 hereof. The Employee You shall evidence a voluntary termination for Good Reason by written notice to the Company Corporation given within ten (10) 90 days after the date of the occurrence of any event that the Employee knows You know or should reasonably have known constitutes Good Reason for voluntary terminationtermination and the Corporation has 30 days from the date the Corporation receives the notice from You to remedy the condition. Such notice need only identify the Employee You and set forth in reasonable detail the facts and circumstances claimed by the Employee You to constitute Good Reason. Any notice given by the Employee You pursuant to this section 2 Section 1 shall be effective ten (10) five business days after the date it is given by the EmployeeYou.

After a Change in Control. (ia) From and after the date of a Change in Control (as defined in section 3(aSection 3(i) hereof) during the term of this Agreement, the Company Corporation shall not terminate the Employee from employment with the Company Corporation except as provided in this section 2(b), Section 2(ii) or as a result of the Employee's Disability (as defined in section 3(dSection 3(iv) hereof) or his death. (iib) From and after the date of a Change in Control (as defined in section 3(aSection 3(i) hereof) during the term of this Agreement, the Company Corporation shall have the right to terminate the Employee from employment with the Company Corporation at any time during the term of this Agreement for Cause (as defined in section 3(cSection 3(iii) hereof), by written notice to the Employee, specifying the particulars of the conduct of the Employee forming the basis for such termination. (iiic) From and after the date of a Change in Control (as defined in section 3(aSection 3(i) hereof) during the term of this Agreement: (ax) the Company Corporation shall have the right to terminate the Employee's employment without Cause (as defined in section 3(cSection 3(iii) hereof), at any time; and (by) the Employee shall, upon the occurrence of such a termination by the Company Corporation without Cause Cause, or upon the voluntary termination of the Employee's employment by the Employee for Good Reason (as defined in section 3(bSection 3(ii) hereof), be entitled to receive the benefits provided in section Section 4 hereof. The Employee shall evidence a voluntary termination for Good Reason by written notice to the Company Corporation given within ten (10) 60 days after the date of the occurrence of any event that the Employee knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify the Employee and set forth in reasonable detail the facts and circumstances claimed by the Employee to constitute Good Reason. Any notice given by the Employee pursuant to this section Section 2 shall be effective ten (10) five business days after the date it is given by the Employee.

After a Change in Control. (i) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, neither the Company nor the Apogee Entity then employing Executive shall not terminate the Employee Executive from employment with the Company or any Apogee Entity except as provided in this section Section 2(b), ) or as a result of the Employee's Executive’s Disability (as defined in section Section 3(d) hereof) or his death. (ii) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate the Employee Executive from employment with the Company Apogee Entities at any time during the term of this Agreement for Cause (as defined in section 3(c) hereof)Cause, by written notice to the EmployeeExecutive, specifying the particulars of the conduct of the Employee Executive forming the basis for such termination, such notice to be effective on the 30th day following delivery thereof to Executive if Executive has not substantially cured the conduct identified in such notice. (iii) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement: : (aA) the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate the Employee's Executive’s employment without Cause (as defined in section 3(c) hereof)Cause, at any time; and and (bB) the Employee Executive shall, upon the occurrence of such a termination by the Company or such other Apogee Entity without Cause Cause, or upon the voluntary termination of the Employee's Executive’s employment by the Employee Executive for Good Reason (as defined in section Section 3(b) hereof), be entitled to receive the benefits provided in section Section 4 hereof. The Employee Executive shall evidence a voluntary termination for Good Reason by written notice to the Company given within ten (10) 60 days after the date of the occurrence of any event that the Employee Executive knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify the Employee Executive and set forth in reasonable detail the facts and circumstances claimed by the Employee Executive to constitute Good Reason. Any notice given by the Employee pursuant to this section 2 shall be effective ten (10) days after the date it is given by the Employee.

After a Change in Control. (ia) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company Corporation shall not terminate the Employee You from employment with the Company Corporation except as provided in this section 2(b), Section 1(ii) or as a result of the Employee's Your Disability (as defined in section 3(dSection 2(iv) hereof) or his death. (iib) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company Corporation shall have the right to terminate the Employee You from employment with the Company Corporation at any time during the term of this Agreement for Cause (as defined in section 3(cSection 2(iii) hereof), by written notice to the EmployeeYou, specifying the particulars of the Your conduct of the Employee forming the basis for such termination. (iiic) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement: (ax) the Company Corporation shall have the right to terminate the Employee's Your employment without Cause (as defined in section 3(c) hereof), at any time; and (by) the Employee You shall, upon the occurrence of such a termination by the Company Corporation without Cause Cause, or upon the voluntary termination of the Employee's employment by the Employee You for Good Reason (as defined in section 3(bSection 2(ii) hereof), be entitled to receive the benefits provided in section 4 Section 3 hereof. The Employee You shall evidence a voluntary termination for Good Reason by written notice to the Company Corporation given within ten (10) 60 days after the date of the occurrence of any event that the Employee knows You know or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify the Employee You and set forth in reasonable detail the facts and circumstances claimed by the Employee You to constitute Good Reason. Any notice given by the Employee You pursuant to this section 2 Section 1 shall be effective ten (10) five business days after the date it is given by the EmployeeYou.

After a Change in Control. (ia) From and after the date of a Change in Control (as defined in section 3(aSection 3(i) hereof) during the term of this Agreement, the Company shall not terminate the Employee from employment with the Company except as provided in this section 2(b), Section 2(ii) or as a result of the Employee's ’s Disability (as defined in section 3(dSection 3(iv) hereof) or his death. (iib) From and after the date of a Change in Control (as defined in section 3(aSection 3(i) hereof) during the term of this Agreement, the Company shall have the right to terminate the Employee from employment with the Company at any time during the term of this Agreement for Cause (as defined in section 3(cSection 3(iii) hereof), by written notice to the Employee, specifying the particulars of the conduct of the Employee forming the basis for such termination. (iiic) From and after the date of a Change in Control (as defined in section 3(aSection 3(i) hereof) during the term of this Agreement: (ax) the Company shall have the right to terminate the Employee's ’s employment without Cause (as defined in section 3(cSection 3(iii) hereof), at any time; and (by) the Employee shall, upon the occurrence of such a termination by the Company without Cause Cause, or upon the voluntary termination of the Employee's ’s employment by the Employee for Good Reason (as defined in section 3(bSection 3(ii) hereof), be entitled to receive the benefits provided in section Section 4 hereof. The Employee shall evidence a voluntary termination for Good Reason by written notice to the Company given within ten (10) 60 days after the date as of the occurrence of any event that which the Employee knows or should reasonably have known an event has occurred which constitutes Good Reason for voluntary termination. Such notice need only identify the Employee and set forth in reasonable detail the facts and circumstances claimed by the Employee to constitute Good Reason. Any notice given by the Employee pursuant to this section Section 2 shall be effective ten (10) five business days after the date it is given by the Employee.

After a Change in Control. (ia) From and after the date of a Change in Control (as defined in section 3(aSection 3(i) hereof) during the term of this Agreement, the Company shall not terminate the Employee from employment with the Company except as provided in this section 2(b), Section 2(ii) or as a result of the Employee's ’s Disability (as defined in section 3(dSection 3(iv) hereof) or his death. (iib) From and after the date of a Change in Control (as defined in section 3(aSection 3(i) hereof) during the term of this Agreement, the Company shall have the right to terminate the Employee from employment with the Company at any time during the term of this Agreement for Cause (as defined in section 3(cSection 3(iii) hereof), by written notice to the Employee, specifying the particulars of the conduct of the Employee forming the basis for such termination. (iiic) From and after the date of a Change in Control (as defined in section 3(aSection 3(i) hereof) during the term of this Agreement: (ax) the Company shall have the right to terminate the Employee's ’s employment without Cause (as defined in section 3(cSection 3(iii) hereof), at any time; and (by) the Employee shall, upon the occurrence of such a termination by the Company without Cause Cause, or upon the voluntary termination of the Employee's ’s employment by the Employee for Good Reason (as defined in section 3(bSection 3(ii) hereof), be entitled to receive the benefits provided in section Section 4 hereof. The Employee shall evidence a voluntary termination for Good Reason by written notice to the Company given within ten (10) 60 days after the date of the occurrence of any event that the Employee knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify the Employee and set forth in reasonable detail the facts and circumstances claimed by the Employee to constitute Good Reason. Any notice given by the Employee pursuant to this section Section 2 shall be effective ten (10) five business days after the date it is given by the Employee.

After a Change in Control. (ia) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company Corporation shall not terminate the Employee You from employment with the Company Corporation except as provided in this section 2(b), Section 1(ii) or as a result of the Employee's Your Disability (as defined in section 3(dSection 2(iv) hereof) or his death. (iib) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company Corporation shall have the right to terminate the Employee You from employment with the Company Corporation at any time during the term of this Agreement for Cause (as defined in section 3(cSection 2(iii) hereof), by written notice to the EmployeeYou, specifying the particulars of the Your conduct of the Employee forming the basis for such termination. (iiic) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement: (ai) the Company Corporation shall have the right to terminate the Employee's Your employment without Cause (as defined in section 3(c) hereof), at any time; and (bii) the Employee You shall, upon the occurrence of such a termination by the Company Corporation without Cause Cause, or upon the voluntary termination of the Employee's employment by the Employee You for Good Reason (as defined in section 3(bSection 2(ii) hereof), be entitled to receive the benefits provided in section 4 Section 3 hereof. The Employee You shall evidence a voluntary termination for Good Reason by written notice to the Company Corporation given within ten (10) 90 days after the date of the occurrence of any event that the Employee knows You know or should reasonably have known constitutes Good Reason for voluntary terminationtermination and the Corporation has 30 days from the date the Corporation receives the notice from You to remedy the condition. Such notice need only identify the Employee You and set forth in reasonable detail the facts and circumstances claimed by the Employee You to constitute Good Reason. Any notice given by the Employee You pursuant to this section 2 Section 1 shall be effective ten (10) five business days after the date it is given by the EmployeeYou.

After a Change in Control. (ia) From and after the date of a Change in Control until the 24-month anniversary of the Change in Control (as defined in section 3(a) hereof) during the term of this Agreement“Qualifying Termination Period”), the Company Corporation shall not terminate the Employee You from employment with the Company Corporation except as provided in this section 2(b), Section 1(ii) or as a result of the Employee's Your Disability (as defined in section 3(dSection 2(iv) hereof) or his death. (iib) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this AgreementQualifying Termination Period, the Company Corporation shall have the right to terminate the Employee You from employment with the Company Corporation at any time during the term of this Agreement Qualifying Termination Period for Cause (as defined in section 3(cSection 2(iii) hereof), by written notice to the EmployeeYou, specifying the particulars of the Your conduct of the Employee forming the basis for such termination. (iiic) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this AgreementQualifying Termination Period: (ai) the Company Corporation shall have the right to terminate the Employee's Your employment without Cause (as defined in section 3(c) hereof), at any time; and (bii) the Employee You shall, upon the occurrence of such a termination by the Company Corporation without Cause Cause, or upon the voluntary termination of the Employee's employment by the Employee You for Good Reason (as defined in section 3(bSection 2(ii) hereof), be entitled to receive the benefits provided in section 4 Section 3 hereof. The Employee You shall evidence a voluntary termination for Good Reason by written notice to the Company Corporation given within ten ninety (1090) days after the date of the occurrence of any event that the Employee knows You know or should reasonably have known constitutes Good Reason for voluntary terminationtermination and the Corporation has thirty (30) days from the date the Corporation receives the notice from You to remedy the condition. Such notice need only identify the Employee You and set forth in reasonable detail the facts and circumstances claimed by the Employee You to constitute Good Reason. Any notice given by the Employee You pursuant to this section 2 Section 1 shall be effective ten five (105) business days after the date it is given by the EmployeeYou.

After a Change in Control. (ia) From and after the date of a Change in Control (as defined in section 3(aSection 3(i) hereof) during the term of this Agreement, the Company shall not terminate the Employee Executive from employment with the Company except as provided in this section 2(b), Section 2(ii) or as a result of the Employee's Executive’s Disability (as defined in section 3(dSection 3(iv) hereof), Retirement (as defined in Section 3(v) hereof) or his death. (iib) From and after the date of a Change in Control (as defined in section 3(aSection 3(i) hereof) during the term of this Agreement, the Company shall have the right to terminate the Employee Executive from employment with the Company at any time during the term of this Agreement for Cause (as defined in section 3(cSection 3(iii) hereof), by written notice to the EmployeeExecutive, specifying the particulars of the conduct of the Employee Executive forming the basis for such termination. (iiic) From and after the date of a Change in Control (as defined in section 3(aSection 3(i) hereof) during the term of this Agreement: (ax) the Company shall have the right to terminate the Employee's Executive’s employment without Cause (as defined in section 3(cSection 3(iii) hereof), at any time; and (by) the Employee Executive shall, upon the occurrence of such a termination by the Company without Cause Cause, or upon the voluntary termination of the Employee's Executive’s employment by the Employee Executive for Good Reason (as defined in section 3(bSection 3(ii) hereof), be entitled to receive the benefits provided in section Section 4 hereof. The Employee Executive shall evidence a voluntary termination for Good Reason by written notice to the Company given within ten (10) 60 days after the date of the occurrence of any event that the Employee Executive knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify the Employee Executive and set forth in reasonable detail the facts and circumstances claimed by the Employee Executive to constitute Good Reason. Any notice given by the Employee Executive pursuant to this section Section 2 shall be effective ten (10) five business days after the date it is given by Executive. For purposes of this Agreement, a termination of Executive’s employment shall be effective as of the EmployeeSeparation Date.

After a Change in Control. (i) From and after the date of that is six months before a Change in Control (as defined in section 3(a) hereof) during and prior to the term termination of this Agreement, the Company shall not terminate the Employee from employment with the Company except as provided in this section 2(b), or as a result of the Employee's Disability (as defined in section 3(d) hereof) or his death. (ii) From and after the date of that is six months before a Change in Control (as defined in section 3(a) hereof) during and prior to the term termination of this Agreement, the Company shall have the right to terminate the Employee from employment with the Company at any time during the term of this Agreement for Cause (as defined in section 3(c) hereof), by written notice to the Employee, specifying the particulars of the conduct of the Employee forming the basis for such termination. (iii) From and after the date of that is six months before a Change in Control (as defined in section 3(a) hereof) during and prior to the term termination of this Agreement: (a) the Company shall have the right to terminate the Employee's employment without Cause (as defined in section 3(c) hereof), at any time; and (b) the Employee shall, upon the occurrence of such termination by the Company without Cause or upon the voluntary termination of the Employee's employment by the Employee during such period for Good Reason (as defined in section 3(b) hereof), be entitled to receive the benefits provided in section 4 hereof. The Employee shall evidence a voluntary termination for Good Reason by written notice to the Company given within ten (10) days after the date of the occurrence of any event that the Employee knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify the Employee and set forth in reasonable detail the facts and circumstances claimed by the Employee to constitute Good Reason. Any notice given by the Employee pursuant to this section 2 shall be effective ten (10) days after the date it is given by the Employee.

After a Change in Control. (ia) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company Corporation shall not terminate the Employee You from employment with the Company Corporation except as provided in this section 2(b), Section 1(ii) or as a result of the Employee's Your Disability (as defined in section 3(dSection 2(iv) hereof) or his death. (iib) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company Corporation shall have the right to terminate the Employee You from employment with the Company Corporation at any time during the term of this Agreement for Cause (as defined in section 3(cSection 2(iii) hereof), by written notice to the EmployeeYou, specifying the particulars of the Your conduct of the Employee forming the basis for such termination. (iiic) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement: (ai) the Company Corporation shall have the right to terminate the Employee's Your employment without Cause (as defined in section 3(c) hereof), at any time; and (b) the Employee ii You shall, upon the occurrence of such a termination by the Company Corporation without Cause Cause, or upon the voluntary termination of the Employee's employment by the Employee You for Good Reason (as defined in section 3(bSection 2(ii) hereof), be entitled to receive the benefits provided in section 4 Section 3 hereof. The Employee You shall evidence a voluntary termination for Good Reason by written notice to the Company Corporation given within ten ninety (1090) days after the date of the occurrence of any event that the Employee knows You know or should reasonably have known constitutes Good Reason for voluntary terminationtermination and the Corporation has thirty (30) days from the date the Corporation receives the notice from You to remedy the condition. Such notice need only identify the Employee You and set forth in reasonable detail the facts and circumstances claimed by the Employee You to constitute Good Reason. Any notice given by the Employee You pursuant to this section 2 Section 1 shall be effective ten five (105) business days after the date it is given by the EmployeeYou.

After a Change in Control. (i) From and after the date of that is six months before a Change in Control (as defined in section 3(a) hereof) during and prior to the term termination of this Agreement, the Company shall not terminate the Employee from employment with the Company except as provided in this section 2(b), or as a result of the Employee's ’s Disability (as defined in section 3(d) hereof) or his death. (ii) From and after the date of that is six months before a Change in Control (as defined in section 3(a) hereof) during and prior to the term termination of this Agreement, the Company shall have the right to terminate the Employee from employment with the Company at any time during the term of this Agreement for Cause (as defined in section 3(c) hereof), by written notice to the Employee, specifying the particulars of the conduct of the Employee forming the basis for such termination. (iii) From and after the date of that is six months before a Change in Control (as defined in section 3(a) hereof) during and prior to the term termination of this Agreement: (a) the Company shall have the right to terminate the Employee's ’s employment without Cause (as defined in section 3(c) hereof), at any time; and (b) the Employee shall, upon the occurrence of such termination by the Company without Cause or upon the voluntary termination of the Employee's ’s employment by the Employee during such period for Good Reason (as defined in section 3(b) hereof), be entitled to receive the benefits provided in section 4 hereof. The Employee shall evidence a voluntary termination for Good Reason by written notice to the Company given within ten (10) days after the date of the occurrence of any event that the Employee knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify the Employee and set forth in reasonable detail the facts and circumstances claimed by the Employee to constitute Good Reason. Any notice given by the Employee pursuant to this section 2 shall be effective ten (10) days after the date it is given by the Employee.

After a Change in Control. (i) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, neither the Company nor the Apogee Entity then employing Executive shall not terminate the Employee Executive from employment with the Company or any Apogee Entity except as provided in this section Section 2(b), ) or as a result of the Employee's Executive’s Disability (as defined in section Section 3(d) hereof) or his his/her death. (ii) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate the Employee Executive from employment with the Company Apogee Entities at any time during the term of this Agreement for Cause (as defined in section 3(c) hereof)Cause, by written notice to the EmployeeExecutive, specifying the particulars of the conduct of the Employee Executive forming the basis for such termination, such notice to be effective on the 30th day following delivery thereof to Executive if Executive has not substantially cured the conduct identified in such notice. (iii) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement: : (aA) the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate the Employee's Executive’s employment without Cause (as defined in section 3(c) hereof)Cause, at any time; and and (bB) the Employee Executive shall, upon the occurrence of such a termination by the Company or such other Apogee Entity without Cause Cause, or upon the voluntary termination of the Employee's Executive’s employment by the Employee Executive for Good Reason (as defined in section Section 3(b) hereof), be entitled to receive the benefits provided in section Section 4 hereof. The Employee Executive shall evidence a voluntary termination for Good Reason by written notice to the Company given within ten sixty (1060) days after the date of the occurrence of any event that the Employee Executive knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify the Employee Executive and set forth in reasonable detail the facts and circumstances claimed by the Employee Executive to constitute Good Reason. Any notice given by the Employee pursuant to this section 2 shall be effective ten (10) days after the date it is given by the Employee.

After a Change in Control. (i) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company shall not terminate the Employee from employment with the Company except as provided in this section 2(b), or as a result of the Employee's Disability (as defined in section 3(d) hereof) or his death. (ii) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company shall have the right to terminate the Employee from employment with the Company at any time during the term of this Agreement for Cause (as defined in section 3(c) hereof), by written notice to the Employee, specifying the particulars of the conduct of the Employee forming the basis for such termination. This provision shall not, however, supersede the provisions of any written employment agreement in effect between the Employee and the Company at the time of any such termination by the Company. Rather, this Agreement and any such written employment agreement shall each operate independently, except as provided in section 4. (iii) From and after the date of a Change in In Control (as defined in section 3(a) hereof) during the term of this Agreement: Agreement (a) the Company shall have the right to terminate the Employee's Employees employment without Cause (as defined in section 3(c) hereof), at any time; and (b) the Employee shall, shall upon the occurrence of such termination by the Company without Cause or upon the voluntary termination of the Employee's employment by the Employee for Good Reason (as defined in section 3(b) hereof), be entitled to receive the benefits provided in section 4 hereof. The Employee shall evidence a voluntary termination for Good Reason by written notice to the Company given within ten (10) days after the date of the occurrence of any event that the Employee knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify the Employee and set forth in reasonable detail the facts and circumstances claimed by the Employee to constitute Good Reason. Any notice given by the Employee pursuant to this section 2 shall be effective ten (10) days after the date it is given by the Employee.

After a Change in Control. (ia) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company Corporation shall not terminate the Employee You from employment with the Company Corporation except as provided in this section 2(b), Section 1(ii) or as a result of the Employee's Your Disability (as defined in section 3(dSection 2(iv) hereof) or his death. (iib) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company Corporation shall have the right to terminate the Employee You from employment with the Company Corporation at any time during the term of this Agreement for Cause (as defined in section 3(cSection 2(iii) hereof), by written notice to the EmployeeYou, specifying the particulars of the Your conduct of the Employee forming the basis for such termination. (iiic) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement: (ai) the Company Corporation shall have the right to terminate the Employee's Your employment without Cause (as defined in section 3(c) hereof), at any time; and (bii) the Employee You shall, upon the occurrence of such a termination by the Company Corporation without Cause Cause, or upon the voluntary termination of the Employee's employment by the Employee You for Good Reason (as defined in section 3(bSection 2(ii) hereof), be entitled to receive the benefits provided in section 4 Section 3 hereof. The Employee You shall evidence a voluntary termination for Good Reason by written notice to the Company Corporation given within ten ninety (1090) days after the date of the occurrence of any event that the Employee knows You know or should reasonably have known constitutes Good Reason for voluntary terminationtermination and the Corporation has thirty (30) days from the date the Corporation receives the notice from You to remedy the condition. Such notice need only identify the Employee You and set forth in reasonable detail the facts and circumstances claimed by the Employee You to constitute Good Reason. Any notice given by the Employee You pursuant to this section 2 Section 1 shall be effective ten five (105) business days after the date it is given by the EmployeeYou.

After a Change in Control. (i) From and after the date of a Change in Control (as defined in section 3(a) hereof) ), during the term of this Agreement, the Company shall not terminate the Employee from employment with the Company except as provided in this section 2(b), or as a result of the Employee's Disability (as defined in section 3(d) hereof) or his death. (ii) From and after the date of a Change in Control (as defined in section 3(a) hereof) ), during the term of this Agreement, the Company shall have the right to terminate the Employee from employment with the Company at any time during the term of this Agreement for Cause (as defined in section 3(c) hereof), by written notice to the Employee, specifying the particulars of the conduct of the Employee forming the basis for such termination. (iii) From and after the date of a Change in Control (as defined in section 3(a) hereof) ), during the term of this Agreement, : (a) the Company shall have the right to terminate the Employee's employment without Cause (as defined in section 3(c) hereof), at any time; and (b) the Employee shall, upon the occurrence of such termination by the Company without Cause or upon the voluntary termination of the Employee's employment by the Employee for Good Reason (as defined in section 3(b) hereof), be entitled to receive the benefits provided in section 4 hereof. The Employee shall evidence a voluntary termination for Good Reason by written notice to the Company given within ten (10) days after the date of the occurrence of any event that the Employee knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify the Employee and set forth in reasonable detail the facts and circumstances claimed by the Employee to constitute Good Reason. Any notice given by the Employee pursuant to this section 2 shall be effective ten (10) days after the date it is given by the Employee.

After a Change in Control. (ia) From and after the date of a Change in Control (as defined in section 3(aSection 3(i) hereof) during the term of this Agreement, the Company shall not terminate the Employee from employment with the Company except as provided in this section 2(b), Section 2(ii) or as a result of the Employee's Disability (as defined in section 3(dSection 3(iv) hereof) or his death. (iib) From and after the date of a Change in Control (as defined in section 3(aSection 3(i) hereof) during the term of this Agreement, the Company shall have the right to terminate the Employee from employment with the Company at any time during the term of this Agreement for Cause (as defined in section 3(cSection 3(iii) hereof), by written notice to the Employee, specifying the particulars of the conduct of the Employee forming the basis for such termination. (iiic) From and after the date of a Change in Control (as defined in section 3(aSection 3(i) hereof) during the term of this Agreement: Agreement (ax) the Company shall have the right to terminate the Employee's employment without Cause (as defined in section 3(cSection 3(iii) hereof), at any time; and (by) the Employee shall, upon the occurrence of such a termination by the Company without Cause Cause, or upon the voluntary termination of the Employee's employment by the Employee for Good Reason (as defined in section 3(bSection 3(ii) hereof), be entitled to receive the benefits provided in section Section 4 hereof. The Employee shall evidence a voluntary termination for Good Reason by written notice to the Company given within ten (10) 60 days after the date of the occurrence of any event that the Employee knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify the Employee and set forth in reasonable detail the facts and circumstances claimed by the Employee to constitute Good Reason. Any notice given by the Employee pursuant to this section Section 2 shall be effective ten (10) five business days after the date it is given by the Employee.

After a Change in Control. (i) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, neither the Company nor the Company Entity then employing Executive shall not terminate the Employee Executive from employment with the Company or any Company Entity except as provided in this section Section 2(b), ) or as a result of the Employee's Executive’s Disability (as defined in section Section 3(d) hereof) or his death. (ii) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company (or the other Company Entity then employing Executive) shall have the right to terminate the Employee Executive from employment with the Company Entities at any time during the term of this Agreement for Cause (as defined in section 3(c) hereof)Cause, by written notice to the EmployeeExecutive, specifying the particulars of the conduct of the Employee Executive forming the basis for such termination, such notice to be effective on the 30th day following delivery thereof to Executive if Executive has not substantially cured the conduct identified in such notice. (iii) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement: : (aA) the Company (or the other Company Entity then employing Executive) shall have the right to terminate the Employee's Executive’s employment without Cause (as defined in section 3(c) hereof)Cause, at any time; and and (bB) the Employee Executive shall, upon the occurrence of such a termination by the Company or such other Company Entity without Cause Cause, or upon the voluntary termination of the Employee's Executive’s employment by the Employee Executive for Good Reason (as defined in section Section 3(b) hereof), be entitled to receive the benefits provided in section Section 4 hereof. The Employee Executive shall evidence a voluntary termination for Good Reason by written notice to the Company given within ten (10) 60 days after the date of the occurrence of any event that the Employee Executive knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify the Employee Executive and set forth in reasonable detail the facts and circumstances claimed by the Employee Executive to constitute Good Reason. Any notice given by the Employee pursuant to this section 2 shall be effective ten (10) days after the date it is given by the Employee.

After a Change in Control. (ia) From and after the date of a Change in Control (as defined in section 3(aSection 3(i) hereof) during the term Term of this Agreement, the Company shall not terminate the Employee Executive from employment with the Company except as provided in this section 2(b), Section 2(ii) or as a result of the EmployeeExecutive's Disability (as defined in section 3(dSection 3(iv) hereof), Retirement (as defined in Section 3(v) hereof) or his death. (iib) From and after the date of a Change in Control (as defined in section 3(aSection 3(i) hereof) during the term Term of this Agreement, the Company shall have the right to terminate the Employee Executive from employment with the Company at any time during the term Term of this Agreement for Cause (as defined in section 3(cSection 3(iii) hereof), by written notice to the EmployeeExecutive, specifying the particulars of the conduct of the Employee Executive forming the basis for such termination. (iiic) From and after the date of a Change in Control (as defined in section 3(aSection 3(i) hereof) during the term Term of this Agreement: (ax) the Company shall have the right to terminate the EmployeeExecutive's employment without Cause (as defined in section 3(cSection 3(iii) hereof), at any time; and (by) the Employee Executive shall, upon the occurrence of such a termination by the Company without Cause Cause, or upon the voluntary termination of the EmployeeExecutive's employment by the Employee Executive for Good Reason (as defined in section 3(bSection 3(ii) hereof), be entitled to receive the benefits provided in section Section 4 hereof. The Employee Executive shall evidence a voluntary termination for Good Reason by written notice to the Company given within ten (10) 60 days after the date of the occurrence of any event that the Employee Executive knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify the Employee Executive and set forth in reasonable detail the facts and circumstances claimed by the Employee Executive to constitute Good Reason. Any notice given by the Employee Executive pursuant to this section Section 2 shall be effective ten (10) five business days after the date it is given by Executive. For purposes of this Agreement, a termination of Executive's employment shall be effective as of the EmployeeSeparation Date.

After a Change in Control. (i) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company shall not terminate the Employee from employment with the Company except as provided in this section 2(b), or as a result of the Employee's Disability (as defined in section 3(d) hereof) or his death. (ii) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company shall have the right to terminate the Employee from employment with the Company at any time during the term of this Agreement for Cause (as defined in section 3(c) hereof), by written notice to the Employee, specifying the particulars of the conduct of the Employee forming the basis for such termination. (iii) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement: (a) the Company shall have the right to terminate the Employee's employment without Cause (as defined in section 3(c) hereof), at any time; and (b) the Employee shall, upon the occurrence of such termination by the Company without Cause or upon the voluntary termination of the Employee's employment by the Employee for Good Reason (as defined in section 3(b) hereof), be entitled to receive the benefits provided in section 4 hereof. The Employee shall evidence a voluntary termination for Good Reason by written notice to the Company given within ten (10) days after the date of the occurrence of any event that the Employee knows or should reasonably have known constitutes Good Reason on for voluntary termination. Such notice need only identify the Employee and set forth in reasonable detail the facts and circumstances claimed by the Employee to constitute Good Reason. Any notice given by the Employee pursuant to this section 2 shall be effective ten (10) days after the date it is given by the Employee.

After a Change in Control. (ia) From and after the date of a Change in Control (as defined in section 3(aSection 3(i) hereof) during the term of this Agreement, the Company shall not terminate the Employee from employment with the Company except as provided in this section 2(b), Section 2(ii) or as a result of the Employee's Disability (as defined in section 3(dSection 3(iv) hereof) or his death. (iib) From and after the date of a Change in Control (as defined in section 3(aSection 3(i) hereof) during the term of this Agreement, the Company shall have the right to terminate the Employee from employment with the Company at any time during the term of this Agreement for Cause (as defined in section 3(cSection 3(iii) hereof), by written notice to the Employee, specifying the particulars of the conduct of the Employee forming the basis for such termination. (iiic) From and after the date of a Change in Control (as defined in section 3(aSection 3(i) hereof) during the term of this Agreement: (ax) the Company shall have the right to terminate the Employee's employment without Cause (as defined in section 3(cSection 3(iii) hereof), at any time; and (by) the Employee shall, upon the occurrence of such a termination by the Company without Cause Cause, or upon the voluntary termination of the Employee's employment by the Employee for Good Reason (as defined in section 3(bSection 3(ii) hereof), be entitled to receive the benefits provided in section Section 4 hereof. The Employee shall evidence a voluntary termination for Good Reason by written notice to the Company given within ten (10) 60 days after the date of the occurrence of any event that the Employee knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify the Employee and set forth in reasonable detail the facts and circumstances claimed by the Employee to constitute Good Reason. Any notice given by the Employee pursuant to this section Section 2 shall be effective ten (10) five business days after the date it is given by the Employee.

After a Change in Control. (ia) From and after the date of a Change in Control (as defined in section 3(aSection 3(i) hereof) during the term of this Agreement, the Company shall not terminate the Employee Executive from employment with the Company except as provided in this section 2(b), Section 2(ii) or as a result of the EmployeeExecutive's Disability (as defined in section 3(dSection 3(iv) hereof), Retirement (as defined in Section 3(v) hereof) or his death. (iib) From and after the date of a Change in Control (as defined in section 3(aSection 3(i) hereof) during the term of this Agreement, the Company shall have the right to terminate the Employee Executive from employment with the Company at any time during the term of this Agreement for Cause (as defined in section 3(cSection 3(iii) hereof), by written notice to the EmployeeExecutive, specifying the particulars of the conduct of the Employee Executive forming the basis for such termination. (iiic) From and after the date of a Change in Control (as defined in section 3(aSection 3(i) hereof) during the term of this Agreement: (ax) the Company shall have the right to terminate the EmployeeExecutive's employment without Cause (as defined in section 3(cSection 3(iii) hereof), at any time; and (by) the Employee Executive shall, upon the occurrence of such a termination by the Company without Cause Cause, or upon the voluntary termination of the EmployeeExecutive's employment by the Employee Executive for Good Reason (as defined in section 3(bSection 3(ii) hereof), be entitled to receive the benefits provided in section Section 4 hereof. The Employee Executive shall evidence a voluntary termination for Good Reason by written notice to the Company given within ten (10) 60 days after the date of the occurrence of any event that the Employee Executive knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify the Employee Executive and set forth in reasonable detail the facts and circumstances claimed by the Employee Executive to constitute Good Reason. Any notice given give by the Employee Executive pursuant to this section Section 2 shall be effective ten (10) five business days after the date it is given by the EmployeeExecutive.

After a Change in Control. (ia) From and after the date of a Change in Control (as defined in section 3(aSection 3(i) hereof) during the term of this Agreement, the Company shall not terminate the Employee Executive from employment with the Company except as provided in this section 2(b), Section 2(ii) or as a result of the Employee's Executive’s Disability (as defined in section 3(dSection 3(iv) hereof), Retirement (as defined in Section 3(v) hereof) or his death. (iib) From and after the date of a Change in Control (as defined in section 3(aSection 3(i) hereof) during the term of this Agreement, the Company shall have the right to terminate the Employee Executive from employment with the Company at any time during the term of this Agreement for Cause (as defined in section 3(cSection 3(iii) hereof), by written notice to the EmployeeExecutive, specifying the particulars of the conduct of the Employee Executive forming the basis for such termination. (iiic) From and after the date of a Change in Control (as defined in section 3(aSection 3(i) hereof) during the term of this Agreement: (ax) the Company shall have the right to terminate the Employee's Executive’s employment without Cause (as defined in section 3(cSection 3(iii) hereof), at any time; and (by) the Employee Executive shall, upon the occurrence of such a termination by the Company without Cause Cause, or upon the voluntary termination of the Employee's Executive’s employment by the Employee Executive for Good Reason (as defined in section 3(bSection 3(ii) hereof), be entitled to receive the benefits provided in section Section 4 hereof. The Employee Executive shall evidence a voluntary termination for Good Reason by written notice to the Company given within ten (10) 60 days after the date of the occurrence of any event that the Employee Executive knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify the Employee Executive and set forth in reasonable detail the facts and circumstances claimed by the Employee Executive to constitute Good Reason. Any notice given give by the Employee Executive pursuant to this section Section 2 shall be effective ten (10) five business days after the date it is given by the EmployeeExecutive.

After a Change in Control. (i) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company shall not terminate the Employee from employment with the Company except as provided in this section 2(b), or as a result of the Employee's ’s Disability (as defined in section 3(d) hereof) or his death. (ii) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this the Agreement, the Company shall have the right to terminate the Employee from employment with the Company at any time during the term of this Agreement for Cause (as defined in section 3(c) hereof), by written notice to the Employee, specifying the particulars of the conduct of the Employee forming the basis for such termination. (iii) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this the Agreement: (a) the Company shall have the right to terminate the Employee's ’s employment without Cause (as defined in section 3(c) hereof), at any time; and (b) the Employee shall, upon the occurrence of such termination by the Company without Cause or upon the voluntary termination of the Employee's ’s employment by the Employee for Good Reason (as defined in section 3(b) hereof), be entitled to receive the benefits provided in section 4 hereof. The Employee shall evidence a voluntary termination for Good Reason by written notice to the Company given within ten (10) days after the date of the occurrence of any event that the Employee knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify the Employee and set forth in reasonable detail the facts and circumstances claimed by the Employee to constitute Good Reason. Any notice given by the Employee pursuant to this section 2 shall be effective ten (10) days after the date it is given by the Employee. For purposes of this Section 2(b)(iii), an offer of employment from an acquiring company shall be deemed to be a termination if such offer requires Employee to relocate more than 100 miles from Employee’s current residence.

After a Change in Control. (i) From and after the date of a Change in Control (as defined in section 3(a) hereof) ), during the term of this Agreement, the Company shall not terminate the Employee from employment with the Company except as provided in this section 2(b), or as a result of the Employee's Disability (as defined in section 3(d) hereof) or his death. (ii) From and after the date of a Change in Control (as defined in section 3(a) hereof) ), during the term of this Agreement, the Company shall have the right to terminate the Employee from employment with the Company at any time during the term of this Agreement for Cause (as defined in section 3(c) hereof), by written notice to the Employee, specifying the particulars of the conduct of the Employee forming the basis for such termination. (iii) From and after the date of a Change in Control (as defined in section 3(a) hereof) ), during the term of this Agreement: (a) the Company shall have the right to terminate the Employee's employment without Cause (as defined in section 3(c) hereof), at any time; and (b) the Employee shall, upon the occurrence of such termination by the Company without Cause or upon the voluntary termination of the Employee's employment by the Employee for Good Reason (as defined in section 3(b) hereof), be entitled to receive the benefits provided in section 4 hereof. The Employee shall evidence a voluntary termination for Good Reason by written notice to the Company given within ten (10) days after the date of the occurrence of any event that the Employee knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify the Employee and set forth in reasonable detail the facts and circumstances claimed by the Employee to constitute Good Reason. Any notice given by the Employee pursuant to this section 2 shall be effective ten (10) days after the date it is given by the Employee.