Common use of Change in Control; Potential Change in Control Clause in Contracts

Change in Control; Potential Change in Control. (a) No benefits shall be payable hereunder unless there is a Change in Control during the Term of this Agreement. For purposes of this Agreement, a Change in Control shall be deemed to have occurred if: (i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company or any employee benefit plan of the Company or any subsidiary of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d- 3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities; provided, however, that an increase in the percentage of beneficial ownership in the Company’s voting securities of a “person” (as hereinabove defined) on account of acquisitions of Company securities by the Company, a subsidiary or any employee benefit plan of the Company or a subsidiary, shall be disregarded; (ii) individuals who, as of the Commencement Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute a majority of the Board; provided, however, that any individual becoming a director after the Commencement Date, shall be considered as though such individual was a member of the Incumbent Board if the individual’s election or nomination for election by the Company’s shareholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board; and provided further that any individual whose initial service as a director occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a “person” (as hereinabove defined) shall not be considered a member of the Incumbent Board; (iii) there is a merger or consolidation of the Company with any other company, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as hereinabove defined) acquires more than 30% of the combined voting power of the Company’s then outstanding securities; or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets. (b) For purposes of this Agreement, a “Potential Change in Control” shall be deemed to have occurred if: (i) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (ii) any “person” (as hereinabove defined), other than an employee benefit plan of the Company or a subsidiary of the Company, who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 9.5% or more of the combined voting power of the Company’s then 2

Change in Control; Potential Change in Control. (a) No benefits shall be payable hereunder pursuant to this Section 14 unless there the Employee is terminated following a change in control of the Employer (a "Change in Control") or in connection with a Change in Control during the Term of this AgreementControl. For purposes purpose of this Agreement, a Change in Control of the Employer shall be deemed to have occurred if: if (i) any “"person,” " (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”) (")), other than the Company a trustee or any employee other fiduciary holding securities under an executive benefit plan of the Company Employer or any subsidiary a corporation owned, directly or indirectly, by the stockholders of the Company)Employer in substantially the same proportions as their ownership of stock of the Employer, is or becomes the “"beneficial owner” " (as defined in Rule 13d- 3 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company Employer representing 3025% or more of the combined voting power of the Company’s Employer's then outstanding securities; provided, however, that an increase a "Friendly Change in the percentage of beneficial ownership Control" as defined below shall not be deemed a Change in the Company’s voting securities of a “person” (as hereinabove defined) on account of acquisitions of Company securities by the Company, a subsidiary Control; or any employee benefit plan of the Company or a subsidiary, shall be disregarded; (ii) during any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who, as who at the beginning of the Commencement Date, such period constitute the Board of Directors of the Employer and any new director (other than a director designated by a person who has entered into an agreement with the “Incumbent Board”Employer to effect a transaction described in clauses (i) or (iii) of this subsection) whose election by the Board of Directors of the Employer or nomination for election by the Employer's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Boardthereof; provided, however, that any individual becoming a director after the Commencement Date, shall be considered as though such individual was a member of the Incumbent Board if the individual’s election or nomination for election by the Company’s shareholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board; and provided further that any individual whose initial service as a director occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a “person” (as hereinabove defined) shall not be considered a member of the Incumbent Board; (iii) there is the shareholders of the Employer approve a merger or consolidation of the Company Employer with any other companycorporation, other than (A) a merger or consolidation which would result in the voting securities of the Company Employer outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50at least 80% of the combined voting power of the voting securities of the Company Employer or such surviving entity outstanding immediately after such merger or consolidation consolidation, or (B) a merger or consolidation effected to implement a recapitalization the shareholders of the Company (or similar transaction) in which no “person” (as hereinabove defined) acquires more than 30% of the combined voting power of the Company’s then outstanding securities; or (iv) the stockholders of the Company Employer approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company Employer of all or substantially all of the Company’s Employer's assets. (b) For purposes of this Agreement, a “Potential Change in Control” shall be deemed to have occurred if: (i) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (ii) any “person” (as hereinabove defined), other than an employee benefit plan of the Company or a subsidiary of the Company, who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 9.5% or more of the combined voting power of the Company’s then 2.

Change in Control; Potential Change in Control. (ai) No benefits shall be payable hereunder unless there is a Change in Control during the Term of this Agreement. For purposes of this Agreement, a "Change in Control of the Company" shall be deemed to have occurred if: if (iA) there shall be consummated (I) any “consolidation or merger of the Company in which the Company is not the continuing or surviving corporation, or pursuant to which shares of the Company's Common Stock would be converted in whole or in part into cash, securities, or other property, other than a merger of the Company in which the holders of the Company's Common Stock immediately prior to the merger continue to hold at least 50% of the outstanding voting securities of the surviving corporation, or (II) any sale, lease, exchange or transfer (in one transaction or a series of related transactions) of all or substantially all assets of the Company, or (B) the shareholders of the Company shall approve any plan or proposal for the liquidation or dissolution of the Company, or (C) any "person,” " (as such term is used in Sections 13(d13(d)(3) and 14(d14 (d)(2) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”) (")), other than the Company or a subsidiary thereof or any employee benefit plan of sponsored by the Company or any a subsidiary of the Company), is thereof or becomes the “beneficial owner” (as defined in Rule 13d- 3 under the Exchange Act)a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock in the Company, shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company representing 30% or more of the combined voting power of the Company’s 's then outstanding securities; provided, however, that an increase securities ordinarily (and apart from rights accruing in special circumstances) having the right to vote in the percentage election of beneficial ownership in the Company’s voting securities directors ("Voting Shares"), as a result of a “person” tender or exchange offer, open market purchases, privately negotiated purchases or otherwise, or (as hereinabove definedD) on account at any time during a period of acquisitions two consecutive years, individuals who at the beginning of Company securities by such period constituted the Company, a subsidiary or any employee benefit plan Board of Directors of the Company or a subsidiary, shall be disregarded; (ii) individuals who, as of the Commencement Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute continue at least a majority of thereof, unless the Board; provided, however, that any individual becoming a director after the Commencement Date, shall be considered as though such individual was a member of the Incumbent Board if the individual’s election or the nomination for election by the Company’s 's shareholders of each new director during such two-year period was approved by a vote of at least a majority two-thirds of the directors then comprising the Incumbent Board; and provided further that any individual whose initial service as a director occurs as a result of an actual directors, or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a “person” (as hereinabove definedE) shall not be considered a member of the Incumbent Board; (iii) there is a merger or consolidation of the Company with any other company, other than (Aevent shall occur that would be required to be reported in response to item 6(e) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transactionany successor provision) in which no “person” (as hereinabove defined) acquires more than 30% of Schedule 14A of Regulation 14A promulgated under the combined voting power of the Company’s then outstanding securities; or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets. (b) For purposes of this Agreement, a “Potential Change in Control” shall be deemed to have occurred if: (i) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (ii) any “person” (as hereinabove defined), other than an employee benefit plan of the Company or a subsidiary of the Company, who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 9.5% or more of the combined voting power of the Company’s then 2Exchange Act.