Common use of Amendment or Termination of Agreement Clause in Contracts

Amendment or Termination of Agreement. Company may terminate this Agreement effective as of any date by giving Executive, in accordance with Section 6(B) hereof, at least one hundred eighty (180) days' prior written notice of such termination of this Agreement, specifying the effective date of such termination; provided, however, that Company may not terminate this Agreement within twenty-four (24) months following a Change of Control, even if notice of termination of this Agreement was given prior to such Change of Control. No notice of termination of this Agreement shall be given any effect whatsoever, and Executive's and Company's obligations under this Agreement shall continue as if such notice of termination had not been given, in the event that, while this Agreement remains in effect during the notice period, a Change of Control occurs and/or Executive incurs termination for Cause, Involuntary Termination or Proper Reason Termination. Regardless of anything to the contrary in this Agreement, no termination of this Agreement shall terminate Executive's obligations under Sections 4(A) and (B) of this Agreement. Company and Executive may amend this Agreement at any time by written instrument signed by Company and Executive. Revised March 5, 2001 13 14 SECTION 6 MISCELLANEOUS

Amendment or Termination of Agreement. Company may terminate this Agreement effective as of any date by giving Executive, in accordance with Section 6(B) hereof, at least one hundred eighty (180) days' prior written notice of such termination of this Agreement, specifying the effective date of such termination; provided, however, that Company may not terminate this Agreement within twenty-four (24) months following a Change of in Control, even if notice of termination of this Agreement was given prior to such Change of in Control. No notice of termination of this Agreement shall be given any effect whatsoever, and Executive's and Company's obligations under this Agreement shall continue as if such notice of termination had not been given, in the event that, while this Agreement remains in effect during the notice period, a Change of in Control occurs and/or Executive incurs termination for Cause, Involuntary Termination or Proper Reason Termination. Regardless of anything to the contrary in this Agreement, no termination of this Agreement shall terminate Executive's obligations under Sections 4(A) and (B) of this Agreement. Company and Executive may amend this Agreement at any time by written instrument signed by Company and Executive. Revised March 5, 2001 13 14 SECTION 6 MISCELLANEOUS.

Amendment or Termination of Agreement. Company may terminate this Agreement effective as of any date by giving Executive, in accordance with Section 6(B) hereof, at least one hundred eighty (180) days' prior written notice of such termination of this Agreement, specifying the effective date of such termination; provided, however, that Company may not terminate this Agreement within twenty-four (24) months following a Change of Control, even if notice of termination of this Agreement was given prior to such Change of Control. No notice of termination of this Agreement shall be given any effect whatsoever, and Executive's and Company's obligations under this Agreement shall continue as if such notice of termination had not been given, in the event that, while this Agreement remains in effect during the notice period, a Change of Control occurs and/or Executive incurs termination for Cause, Involuntary Termination or Proper Reason Termination. Regardless of anything to the contrary in this Agreement, no termination of this Agreement shall terminate Executive's obligations under Sections 4(A) and (B) of this Agreement. Company and Executive may amend this Agreement at any time by written instrument signed by Company and Executive. Revised March 5, 2001 13 14 SECTION 6 MISCELLANEOUS.

Amendment or Termination of Agreement. A. Termination and Amendment Procedures. Company may terminate this ------------------------------------ Agreement effective as of any date by giving ExecutiveOfficer, in accordance with Section 6(B) hereof, at least one hundred eighty (180) days' prior written notice of such termination of this Agreement, specifying the effective date of such termination; provided, however, that Company may not terminate this Agreement within twenty-four (24) months following a Change of in Control, even if notice of termination of this Agreement was given prior to such Change of in Control. No notice of termination of this Agreement shall be given any effect whatsoever, and ExecutiveOfficer's and Company's obligations under this Agreement shall continue as if such notice of termination had not been given, in the event that, while this Agreement remains in effect during the notice period, a Change of in Control occurs and/or Executive Officer incurs termination for Cause, Involuntary Termination or Proper Reason Termination. Regardless of anything to the contrary in this Agreement, no termination of this Agreement shall terminate ExecutiveOfficer's obligations under Sections 4(A) and (B) of this Agreement. Company and Executive Officer may amend this Agreement at any time by written instrument signed by Company and Executive. Revised March 5, 2001 13 14 SECTION 6 MISCELLANEOUSOfficer.