Common use of Carve-Out Plan Clause in Contracts

Carve-Out Plan. The Company will implement a change in control carve-out plan (the “Carve-Out Plan”) that will provide the Executive with minimum levels of compensation at various transaction price levels as indicated in the spreadsheet attached hereto as Exhibit B. Notwithstanding the foregoing, the Executive will remain vested and be eligible to participate (to the extent vested on the termination date) in the Carve-Out Plan only if and for so long as he is employed at the time of, or within six months prior to, the closing of a Change in Control, unless Executive’s employment is terminated for Cause by the Company.