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

Change in Control of the Parent Company. If the Associate’s employment is terminated by the Associate for Good Reason or by the Company or the Parent Company (or the surviving or acquiring entity, as the case may be), other than for Cause, in each case within six (6) months prior to or twenty-four (24) months following a Change in Control of the Parent Company, then (i) the Company shall pay to the Associate a lump sum cash payment equal to twenty-four (24) months of the Associate’s Base Salary in effect immediately prior to the Double-Trigger Event Date, plus the pro rata portion of the Bonus earned, if any, as determined by the Compensation Committee, through the Double-Trigger Event Date; (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”). If the termination of the Associate’s employment, as contemplated by this Section 2, occurs prior to the Change in Control, then the Associate shall be treated for purposes of this Section 2 as being employed on the date the Change in Control becomes effective and the Associate’s Base Salary in effect immediately prior to such termination shall be deemed in effect, for purposes of this Section 2, immediately prior to the Change in Control.

Change in Control of the Parent Company. If (a) Notwithstanding any other provision contained herein, if the Associate’s employment is terminated by the Associate for Good Reason (as defined in Section 13(c) herein) or by the Company or the Parent Company (or the surviving or acquiring entity, as the case may be), other than for CauseCause (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) months prior to or twenty-four (24) months following a Change in Control (as defined in Section 13(b) herein) of the Parent Company, then (i) the Company shall pay to the Associate 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 twenty-four twelve (2412) months of the Associate’s Base Salary in effect immediately prior to the Double-Trigger Event Date, plus the pro rata portion of the Annual Bonus earned, if any, as determined by the Compensation Committee, through the Double-Trigger Event Date; (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”). If the termination of the Associate’s employment, as contemplated by this Section 213, occurs prior to the Change in Control, then the Associate shall be treated for purposes of this Section 2 13 as being employed on the date the Change in Control becomes effective and the Associate’s Base Salary in effect immediately prior to such termination shall be deemed in effect, for purposes of this Section 213, immediately prior to the Change in Control. For purposes of this Section 13, the later of (i) the effective date of the Change in Control and (ii) the date Associate’s employment is terminated as contemplated in this Section 13(a) shall be referred to as the “Double-Trigger Event Date”. Notwithstanding the foregoing, the Associate shall not receive any Change in Control Payments described in this Section 13 unless the Associate has executed a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”) and the period during which such Release may be revoked has expired, without the Associate having revoked the Release, on or before the 60th day following the Double-Trigger Event Date. None of the Change in Control Payments shall be paid until the Release has been signed and becomes effective, and any such payments that 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; provided, however, that if such sixty-day period begins in one calendar year and ends in a second calendar year, the Change in Control Payments shall be accumulated, without interest, and paid to the Associate on 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. If (a) Notwithstanding any other provision contained herein, if the Associate’s employment is terminated by the Associate for Good Reason (as defined in Section 12(c) herein) or by the Company or the Parent Company (or the surviving or acquiring entity, as the case may be), other than for CauseCause (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) months prior to or twenty-four (24) months following a Change in Control (as defined in Section 12(b) herein) of the Parent Company, then (i) the Company shall pay to the Associate a lump sum cash payment equal to twenty-four (24) months of the Associate’s Base Salary in effect immediately prior to the Double-Trigger Event DateDate (as defined below in this Section 12(a)), plus the pro rata portion of the Bonus earned, if any, as determined by the Compensation Committee, through the date of Double-Trigger Event Date; (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”). If the termination of the Associate’s employment, as contemplated by this Section 212, occurs prior to the Change in Control, then the Associate shall be treated for purposes of this Section 2 12 as being employed on the date the Change in Control becomes effective and the Associate’s Base Salary in effect immediately prior to such termination shall be deemed in effect, for purposes of this Section 212, immediately prior to the Change in Control. For purposes of this Section 12, the later of (i) the effective date of the Change in Control and (ii) the date Associate’s employment is terminated as contemplated in this Section 12(a) shall be referred to as the “Double-Trigger Event Date”. Notwithstanding the foregoing, the Associate shall not be entitled to receive any Change in Control Payments described in this Section 12 unless the Associate has executed a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”) and the period during which such Release may be revoked has expired, without the Associate having revoked the Release, on or before the 60th day following the Double-Trigger Event Date. None of the Change in Control Payments shall be paid until the Release has been signed and become effective, and any such 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; provided, however, that if such sixty-day period begins in one calendar year and ends in a second calendar year, the Change in Control Payments shall be accumulated, without interest, and paid to the Associate on the first payroll date during the second calendar year following the date the Release becomes effective, as described above.