Common use of Certain Terminations Following Change in Control Clause in Contracts

Certain Terminations Following Change in Control. If, within twelve (12) months following a Change in Control, the employment of Executive is terminated (i) by the Company, other than for Cause or by reason of Executive's death, or Disability or retirement, or (ii) by Executive for Good Reason, such termination shall be conclusively considered a "Qualifying Termination" based on Change in Control. "Good Reason" means, following a Change in Control, the occurrence of a change in Executive's compensation; health insurance or retirement benefits; job authority, duties or responsibilities; or location of employment, which in any such cases is materially adverse to Executive.

Certain Terminations Following Change in Control. If, within twelve (12) months following a Change in Control, the employment of Executive is terminated (i) by the Company, other than for Cause or by reason of Executive's ’s death, or Disability or retirement, or (ii) by Executive for Good Reason, such termination shall be conclusively considered a "“Qualifying Termination" ” based on Change in Control. "“Good Reason" ” means, following a Change in Control, the occurrence of a change in Executive's ’s compensation; health insurance or retirement benefits; job authority, duties or responsibilities; or location of employment, which in any such cases is materially adverse to Executive.