Common use of Change in Control of the Parent Company Clause in Contracts

Change in Control of the Parent Company. (a) If a Double Trigger Event (as defined in Section 12(c) herein) occurs in connection with a Change in Control (as defined in Section 12(b) herein) of the Parent Company, on the sixty-day anniversary of the date of the Double Trigger Event, (i) the Company shall pay to the Associate a lump sum cash payment equal to 2.99 times the Associate’s Base Salary in effect immediately prior to the Change in Control; (ii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full, without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options; and (iii) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full, without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Incentive Plan (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards (collectively, (i), (ii) and (iii) are referred to as the “Change in Control Payments”). Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 12 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 12 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described above.

Change in Control of the Parent Company. (a) If a Double Trigger Event Notwithstanding any other provision contained herein, if the Executive’s employment is terminated by the Executive for Good Reason (as defined in Section 12(c9(c)) hereinor by the Company or the Parent Company (or the surviving or acquiring entity, as the case may be), other than for Cause (including, without limitation, written notice by the Company of its intent to terminate the Agreement upon expiration of the Employment Term pursuant to Section 3 hereof), in each case within six (6) occurs in connection with months prior to or twenty-four (24) months following a Change in Control (as defined in Section 12(b13(b) herein) of the Parent Company, on the sixty-day anniversary of the date of the Double Trigger Event, then (i) the Company shall pay to the Associate Executive within sixty (60) days after the Double-Trigger Event Date (as defined below in this Section 13(a)) a lump sum cash payment equal to 2.99 times twelve (12) months of the AssociateExecutive’s Base Salary in effect immediately prior to the Change in ControlDouble-Trigger Event Date, plus the pro rata portion of the target discretionary Annual Bonus earned, if any, as determined by the Compensation Committee, through the Double-Trigger Event Date; and (ii) all outstanding and unvested stock options equity awards previously granted to the Associate Executive by the Parent Company shall immediately vest in fullfull as of the Double-Trigger Event Date, without regard to the achievement of any applicable performance conditions, unless otherwise prohibited conditions (but still subject to the requirement of an executed release by the Option Plan (or successor planExecutive as set forth in Section 14 below) or the stock option agreements between the Parent Company and the Associate with respect to such stock options; and (iii) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full, without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Incentive Plan (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards (collectively, (i), (ii) and (iiiii) are referred to as the “Change in Control Payments”). Notwithstanding If the foregoing, the Associate shall not be entitled to receive any termination of the payments or benefits described in Executive’s employment, as contemplated by this Section 12 unless13, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 12 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period occurs prior to the date Change in Control, then the Release becomes effective, Executive shall be accumulated and paid to the Associate treated for purposes of this Section 13 as being employed on the first payroll date following the date the Release Change in Control becomes effectiveeffective and the Executive’s Base Salary in effect immediately prior to such termination shall be deemed in effect, without interestfor purposes of this Section 13, or, if such sixty-day period begins immediately prior to the Change in one calendar year and ends in a second calendar yearControl. For purposes of this Section 13, the first payroll later of (i) the effective date during of the second calendar year following Change in Control and (ii) the date Executive’s employment is terminated as contemplated in this Section 13(a) shall be referred to as the Release becomes effective, as described above“Double-Trigger Event Date”.