Common use of Change in Control Protection Clause in Contracts

Change in Control Protection. As soon as practicable following the Effective Date, the Executive will execute an agreement accepting eligibility for the Company’s “Tier 1” change-in-control severance protection (the “CIC Agreement”), which agreement does not provide for gross-up protection for excise tax incurred by the Executive under Section 4999 of the Internal Revenue Code of 1986, as amended. The parties agree and acknowledge that such CIC Agreement will supersede the Severance Agreement entered into by the parties on September 19, 2008, and any other prior or contemporaneous agreement providing severance protection in the event of a change-in-control of the Company or its parent.

Change in Control Protection. As soon as practicable following the Effective Date, the Executive will execute an agreement accepting eligibility for the Company’s “Tier 1” change-in-control severance protection (the “CIC Agreement”), which agreement does not provide for gross-up protection for excise tax incurred by the Executive under Section 4999 of the Internal Revenue Code of 1986, as amended. The parties agree and acknowledge that such CIC Agreement will supersede the Severance Agreement entered into by the parties on September 19as of February 25, 2008, and all amendments thereto, and any other prior or contemporaneous agreement providing severance protection in the event of a change-in-control of the Company or its parent.

Change in Control Protection. As soon as practicable following Beginning on the Effective DateDate and extending through the Term of Employment, the Executive will execute an agreement accepting eligibility for the Company’s be entitled to “Tier 1” Change in Control severance protection pursuant to the Company’s standard form of change-in-control severance protection agreement (the “CIC Agreement”)) in effect at such time, which agreement does not provide for gross-up protection for excise tax incurred by the Executive under Section 4999 of the Internal Revenue Code of 1986, as amended. The parties agree and acknowledge that such CIC Agreement will supersede the Severance Change in Control Agreement entered into by the parties on September 19, 2008, and any other prior or contemporaneous agreement providing severance protection in the event of a change-in-change in control of the Company or its parentCompany.

Change in Control Protection. As soon as practicable following the Effective Date, the Executive will execute an agreement accepting eligibility for the Company’s “Tier 1” change-in-control severance protection (the “CIC Agreement”), which agreement does not provide for gross-up protection for excise tax incurred by the Executive under Section 4999 of the Internal Revenue Code of 1986, as amended. The parties agree and acknowledge that such CIC Agreement will supersede the Severance Agreement entered into by the parties on September 19, 2008, and any other prior or contemporaneous agreement providing severance protection in the event of a change-in-control of the Company or its parent.

Change in Control Protection. As soon as practicable following Through the Effective DateEmployment Period, the Executive will execute an agreement accepting eligibility for the Company’s be entitled to “Tier 1” Change in Control severance protection pursuant to the Company’s standard form of change-in-control severance protection agreement (the “CIC Agreement”)) in effect at such time, which agreement does not provide for gross-up protection for excise tax incurred by the Executive under Section 4999 of the Internal Revenue Code of 1986, as amended. The parties agree and acknowledge that such CIC Agreement will supersede the Severance Change in Control Agreement entered into by the parties on September 19, 2008in November 2007, and any other prior or contemporaneous agreement providing severance protection in the event of a change-in-change of control of the Company or its parent.

Change in Control Protection. As soon as practicable following the Effective Date, the Executive will execute an agreement accepting eligibility for the Company’s “Tier 1” change-in-control severance protection (the “CIC Agreement”), which agreement does not provide for gross-up protection for excise tax incurred by the Executive under Section 4999 of the Internal Revenue Code of 1986, as amended. The parties agree and acknowledge that such CIC Agreement will supersede the Severance Agreement entered into by the parties on September as of July 19, 20082011, and all amendments thereto, and any other prior or contemporaneous agreement providing severance protection in the event of a change-in-control of the Company or its parent.