Common use of CHANGE IN CORPORATE CONTROL Clause in Contracts

CHANGE IN CORPORATE CONTROL. (a) If at any time upon, or during the period of twenty-four (24) consecutive months following, the occurrence of a Change in Corporate Control (as defined below), and during the Term of this Agreement, the Executive is involuntarily terminated (other than for Cause), or resigns his employment for Good Reason, the Executive shall be entitled to the following: (i) Base Compensation accrued through the date of termination, based on the number of days in such year that had elapsed as of the termination date; (ii) any accrued but unpaid PTO pay through the date of termination; (iii) any bonuses earned but unpaid with respect to fiscal years or other completed periods preceding the termination date; (iv) any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation, payable in accordance with the terms of the applicable plan; (v) any expenses owed to the Executive under Sections 4(d), 4(e) or 4(f); (vi) the pro-rated portion of the target annual bonus that the Executive would have earned for the year in which the termination occurs (if he had remained employed for the entire year), based on the number of days in such year that had elapsed as of the termination date; (vii) all stock options, restricted stock or other equity awards with time-based vesting granted to the Executive under this Agreement shall become fully vested and earned and, in the case of stock options, exercisable in full and all stock options, restricted stock or other equity awards with performance-based vesting granted to the Executive under this Agreement shall become vested based upon a determination of actual level of achievement of performance goals by the Compensation Committee of the Board as of immediately prior to the occurrence of the Change of Corporate Control or as otherwise expressly provided in the applicable award agreements; (viii) continued coverage under any group health plan maintained by the Corporation in which the Executive participated at the time of his termination for the period during which the Executive elects to receive continuation coverage under Section 4980B of the Code at an after-tax cost to the Executive comparable to the cost that the Executive would have incurred for the same coverage had he remained employed during such period; and (ix) a lump sum severance payment equal to the present value of a series of monthly severance payments for thirty-six (36) months, each in an amount equal to one-twelfth (1/12th) of the sum of (A) the Executive’s Base Compensation, as in effect at the time of the Change in Corporate Control, and (B) the average of annual bonuses paid to the Executive for the last three (3) or, if applicable, fewer fiscal years of the Corporation ending prior to the Change in Corporate Control. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in The Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. For purposes of this subsection (ix), the amount of any annual bonus paid for a portion of a fiscal year shall be annualized and if no such bonuses have been paid, then the Executive’s target annual bonus at the time of termination shall be used. The payments set forth in subsections (vi), (vii), (viii), and (ix) are subject to a waiver and general release of claims in favor of the Corporation, in a form and manner satisfactory to the Corporation, that is executed by the Executive and which becomes effective within sixty (60) days following the date of such termination. All payments to be made pursuant to subsection (vii) (excluding stock options) shall be made to the Executive on the first business day following the date that is sixty (60) days following the date of such termination (except as otherwise expressly provided in the applicable award agreement). All cash payments required to be paid pursuant to subsections (i), (ii), (iii), (v), (vi) and (ix) of this Section shall be made within sixty (60) days following the date of such termination and within any shorter time period required by law. Notwithstanding the foregoing, the severance payment under this Section shall be payable on a monthly basis instead of a lump sum if the “Change in Corporate Control” does not constitute a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(g) and shall in any event comply with the provisions of Section 8. (b) For purposes of this Agreement, a “Change in Corporate Control” shall mean:

CHANGE IN CORPORATE CONTROL. (a) If at any time upon, or during the period of twenty-four (24) consecutive months following, the occurrence of a Change in Corporate Control (as defined below), and during the Term of this Agreement, the Executive is involuntarily terminated (other than for Cause), or resigns his employment for Good Reason, the Executive shall be entitled to the following: (i) : Base Compensation accrued through the date of termination, based on the number of days in such year that had elapsed as of the termination date; (ii) ; any accrued but unpaid PTO pay through the date of termination; (iii) ; any bonuses earned but unpaid with respect to fiscal years or other completed bonus periods preceding the termination date; (iv) ; any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation, payable in accordance with the terms of the applicable plan; (v) ; any expenses owed to the Executive under Sections 4(d), or 4(e) or 4(f); (vi) ; the pro-rated portion of the target annual bonus that the Executive would have earned for the year in which the termination occurs (if he had remained employed for the entire year), based on the number of days in such year that had elapsed as of the termination date; (vii) ; all of Executive’s outstanding stock options, restricted stock or other equity awards with time-based vesting granted to the Executive under this Agreement shall become fully vested and earned and, in the case of stock options, exercisable in full full, and the Executive shall have the right to exercise such stock options during a period of ninety (90) days following the termination of employment, unless otherwise expressly provided in the applicable award agreement; all of Executive’s outstanding stock options, restricted stock, restricted stock units or other equity awards with performance-based vesting granted to the Executive under this Agreement shall become vested based upon a determination of actual level of achievement of performance goals by the Compensation Committee of the Board as of immediately prior to the occurrence of the Change of Corporate Control or as otherwise expressly provided in the applicable award agreements; (viii) ; continued coverage under any group health plan maintained by the Corporation in which the Executive participated at the time of his termination for the period during which the Executive elects to receive continuation coverage under Section 4980B of the Code at an after-tax cost to the Executive comparable to the cost that the Executive would have incurred for the same coverage had he remained employed during such period; and (ix) and a lump sum severance payment equal to the present value of a series of monthly severance payments for thirty-six (36) months, each in an amount equal to one-twelfth (1/12th) of the sum of (A) the Executive’s Base Compensation, as in effect at the time of the Change in Corporate Control, and (B) the average of annual bonuses paid to the Executive for the last three (3) or, if applicable, fewer fiscal years of the Corporation ending prior to the Change in Corporate Control. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in The Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. For purposes of this subsection (ix), the amount of any annual bonus paid for a portion of a fiscal year shall be annualized annualized. Notwithstanding anything in the long-term incentive plan, and if no such bonuses have been paidany other plans, then pursuant to which any equity awards are granted, or any applicable equity award agreements to the Executive’s target annual bonus at contrary, the time of termination shall be used. The payments set forth in subsections (vi), (vii), (viii), (ix) and (ixx) are subject to a waiver and general release of claims in favor of the Corporation, in a form and manner satisfactory to the Corporation, that is executed by the Executive and which becomes effective irrevocable within sixty (60) days following the date of such termination. All payments to be made or settlements to occur pursuant to subsection subsections (vii) and (viii) (excluding stock options) shall be made to the Executive on the first business day following the date that is sixty (60) days following the date of such termination (except as otherwise expressly provided in the applicable award agreement). All cash payments required to be paid made pursuant to subsections (i), (ii), (iii), (v), (vi) and (ixx) of this Section shall be made within sixty (60) days following the date of such termination and within any shorter time period required by law. Notwithstanding the foregoing, the severance payment under this Section shall be payable on a monthly basis instead of a lump sum if the “Change in Corporate Control” does not constitute a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(g1.409A-3(i)(5) and shall in any event comply with the provisions of Section 8. (b) For purposes of this Agreement, a “Change in Corporate Control” shall mean:

CHANGE IN CORPORATE CONTROL. (a) If at any time upon, or during the period of twenty-four thirteen (2413) consecutive months following, the occurrence of a Change in Corporate Control (as defined below), and during the Term of while this AgreementAgreement is in effect, the Executive is involuntarily terminated (other than for Cause), or resigns his employment for Good Reason, the Executive shall be entitled to the followingAccrued Benefits and also the following benefits: (i) a lump sum payment equal to 2.5 times the sum of (A) the Executive’s Base Compensation accrued through Compensation, as in effect on the date of termination, based on and (B) the number Executive’s target annual cash bonus opportunity at the time of days termination, in such year either case disregarding any reductions in Base Compensation or target bonus opportunity that had elapsed as of provided the termination datebasis for the Executive’s resignation for “Good Reason”; (ii) any accrued but unpaid PTO pay through the date of termination; (iii) any bonuses earned but unpaid with respect to fiscal years or other completed periods preceding the termination date; (iv) any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation, payable in accordance with the terms all of the applicable plan; (v) any expenses owed to the Executive under Sections 4(d)Executive’s unvested compensatory stock awards, 4(e) or 4(f); (vi) the pro-rated portion of the target annual bonus that the Executive would have earned for the year in which the termination occurs (if he had remained employed for the entire year), based on the number of days in such year that had elapsed as of the termination date; (vii) all stock whether options, restricted stock or other equity awards with time-based vesting granted to the Executive under this Agreement otherwise, shall become fully vested and earned andany outstanding stock options shall remain exercisable for six (6) months following the Executive’s termination of employment (or such longer period of time, if any, as may be set forth in the case of stock options, exercisable in full and all option agreement documenting such stock options, restricted stock or other equity awards with performance-based vesting granted to the Executive under this Agreement shall become vested based upon a determination of actual level of achievement of performance goals by the Compensation Committee of the Board as of immediately prior to the occurrence of the Change of Corporate Control or as otherwise expressly provided in the applicable award agreements;option); and (viiiiii) continued coverage under any group health plan maintained by the Corporation in which the Executive participated at the time of his termination for the period during which the Executive elects to receive continuation coverage under Section 4980B of the Code at an after-tax cost to the Executive comparable to the cost that the Executive would have incurred for the same coverage had he remained employed during such period; and (ix) a lump sum severance payment equal to the present value of a series of monthly severance payments for thirty-six (36) months, each in an amount equal to one-twelfth (1/12th) of the sum of (A) the Executive’s Base Compensation, as in effect at the time of the Change in Corporate Control, and (B) the average of annual bonuses paid to the Executive for the last three (3) or, if applicable, fewer fiscal years of the Corporation ending prior to the Change in Corporate Control. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in The Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. For purposes of this subsection (ix), the amount of any annual bonus paid for a portion of a fiscal year shall be annualized and if no such bonuses have been paid, then the Executive’s target annual bonus at the time of termination shall be used. The payments benefits set forth in subsections (vii), (vii), (viii), ii) and (ixiii) are above shall be subject to a waiver and general release of claims in favor of the Corporation, in a form and manner satisfactory to substantially the same as the Corporation’s standard form of release used in connection with the termination of employment of an employee of the Corporation, that is executed by the Executive and which becomes effective within sixty (60) days following the date of such termination. All payments to be made pursuant to subsection (vii) (excluding stock options) shall be made to the Executive on the first business day following the date that is sixty (60) days following the date of such termination (except as otherwise expressly provided in the applicable award agreement). All cash payments required to be paid pursuant to subsections (i), (ii), (iii), (v), (vi) and (ix) of this Section shall be made irrevocable within sixty (60) days following the date of such termination and within any shorter time period required by lawof such termination. Notwithstanding All equity-based payments, settlements or other actions taken to carry out the foregoing, the severance payment terms of this Agreement under this Section subsection (ii) shall be payable completed no later than thirty (30) days following the date on a monthly basis instead which the Executive’s release becomes effective. The payments set forth in subsection (i) shall commence on the 60th day following the day of a lump sum if the “Change in Corporate Control” does not constitute a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(g) and shall in any event comply with the provisions of Section 8such termination. (b) For purposes of this Agreement, a “Change in Corporate Control” shall mean:have the following meaning. (i) the acquisition by any person, entity or group required to file (or which would be required to file if the Corporation had been subject to such provisions) a Schedule 13D or Schedule 14d-1 promulgated under the Securities Exchange Act of 1934, as amended (the ”Exchange Act”) or any acquisition by any person entitled to file (or which would be entitled to file if the Corporation had been subject to such provisions) a Form 13G under the Exchange Act with respect to such acquisition of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 51% or more of the Company’s then-outstanding voting securities entitled to vote generally in the election of directors (the “Outstanding Shares”); provided that a person, entity or group shall not be deemed to “beneficially own” any security under this clause (i) as a result of an agreement, arrangement or understanding to vote such security if such agreement, arrangement or understanding arises solely from a revocable proxy, agent designation or consent given in response to a public proxy, agent designation or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations under the Exchange Act, including the disclosure requirements of Schedule 14A thereunder; or (ii) (A) the consummation of a merger, reorganization, or consolidation of the Corporation with any other entity, whether or not the Corporation is the surviving entity in such transaction; (B) the approval by the shareholders of a plan or proposal for the liquidation or dissolution of the Corporation; or (C) the sale, transfer, lease or other disposition of all or substantially all of the assets of the Corporation (hereinafter collectively, a “Business Combination”). Notwithstanding subsection (ii) above, and other than in connection with a liquidation or dissolution of the Company referred to in subsection (ii)(B) above, a Business Combination described in subsection (ii) above shall not constitute a Change in Corporate Control if, following such Business Combination: (A) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Shares immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the Outstanding Shares of the entity resulting from such business combination (including without limitation, an entity which as a result of such transactions owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries); and (B) no person owns, directly or indirectly, 49% or more of the Outstanding Shares of the entity resulting from such Business Combination except for intermediate holding companies of the ultimate parent entity or to the extent that such ownership existed prior to the Business Combination. Notwithstanding the foregoing, if a Change in Corporate Control constitutes a payment event with respect to any benefits that provides for the deferral of compensation that is subject to Section 409A of the Code, then, to the extent required to avoid the imposition of additional taxes under Section 409A of the Code, the transaction or event described in subparagraph (i) or (ii) above, with respect to such benefits, shall only constitute a Change in Corporate Control for purposes of the payment timing of such benefits if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5). (c) Notwithstanding anything else in this Agreement to the contrary, in the event that it shall be determined that any payments or distributions by the Corporation to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (together, the “Payments”) would constitute “parachute payments” within the meaning of Section 280G of the Code, then the Payments shall be payable either in (i) full or (ii) as to such lesser amount which would result in no portion of such Payments being subject to the excise tax imposed under Section 4999 of the Code, such that the Executive shall receive the greater, on an after-tax basis, of either (i) or (ii) above, as determined by an independent accountant or tax advisor (“Independent Tax Advisor”) selected by the Corporation. In the event that the Payments are to be reduced pursuant to this Section 6(c), such Payments shall be reduced as determined by the Independent Tax Advisor such that the reduction of compensation to be provided to or for the benefit of the Executive as a result of this Section 6(c) is minimized and to effectuate that, Payments shall be reduced (i) by first reducing or eliminating the portion of such Payments which is not payable in cash (other than that portion of such payments that is subject to clause (iii) below), (ii) then by reducing or eliminating cash Payments (other than that portion of such Payments subject to clause (iii) below) and (iii) then by reducing or eliminating the portion of such Payments (whether or not payable in cash) to which Treas. Reg. §1.280G-1 Q/A 24(c) (or any successor provision thereto) applies, in each case in reverse order beginning with Payments which are to be paid the farthest in time from the date of the transaction constituting a change in ownership of the Corporation within the meaning of Section 280G of the Code. Any reductions made pursuant to this Section 6(c) shall be made in a manner consistent with the requirements of Section 409A and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero.

CHANGE IN CORPORATE CONTROL. (a) If at any time upon, or during the period of twenty-four twelve (2412) consecutive months following, following the occurrence of a Change in Corporate Control (as defined below), and during the Term of this Agreement, the Executive is involuntarily terminated (other than for Cause), or resigns his employment for Good Reason, the Executive shall be entitled to the following: (i) Base Compensation accrued through the date of termination, based on the number of days in such year that had elapsed as of the termination date; (ii) any accrued but unpaid PTO vacation pay through the date of termination; (iii) any bonuses earned but unpaid with respect to fiscal years or other completed periods preceding the termination date; (iv) any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation, payable in accordance with the terms of the applicable plan; (v) any expenses owed to the Executive under Sections 4(d), 4(e) or 4(f); (vi) the pro-rated portion of the target annual bonus that the Executive would have earned for the year in which the termination occurs (if he had remained employed for the entire year), based on the number of days in such year that had elapsed as of the termination date; (viivi) all stock options, restricted stock or other equity awards with time-based vesting granted to the Executive under this Agreement any deferred compensation, incentive or other benefit plan maintained by the Corporation shall become fully vested and earned and payable and, in the case of stock options, exercisable in full and all stock options, restricted stock or other equity awards with performance-based vesting granted to the Executive under this Agreement any deferred compensation, incentive or other benefit plan maintained by the Corporation shall become vested based upon a determination of actual level of achievement of performance goals by the Compensation Committee of the Board as of immediately prior to the occurrence of the Change of Corporate Control or as otherwise expressly extent provided in the applicable award agreements; (viiivii) continued coverage at the Corporation’s expense under any group life, health plan and disability insurance programs maintained by the Corporation in which the Executive participated at the time of his termination for the period during which the Executive elects would be entitled to receive continuation coverage under Section 4980B of the Code at an after-tax cost to Code, if the Executive comparable to elected such coverage and paid the cost that applicable premiums, or until, if earlier, the date the Executive would have incurred for the same obtains comparable coverage had he remained employed during such periodunder benefit plans maintained by a new employer; and (ixviii) a lump sum severance payment equal to the present value of a series of monthly severance payments for thirty-six (36) months, each in an amount equal to one-twelfth (1/12th) of the sum of (A) the Executive’s Base Compensation, as in effect at the time of the Change in Corporate Control, and (B) the average of annual bonuses paid to the Executive for the last three (3) or, if applicable, fewer fiscal years of the Corporation ending prior to the Change in Corporate Control. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in The the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. For purposes of this subsection (ix), the amount of any annual bonus paid for a portion of a fiscal year shall be annualized and if no such bonuses have been paid, then the Executive’s target annual bonus at the time of termination shall be used. The payments set forth in subsections (vi), (vii), (viii), and (ix) are subject to a waiver and general release of claims in favor of the Corporation, in a form and manner satisfactory to the Corporation, that is executed by the Executive and which becomes effective within sixty (60) days following the date of such termination. All payments to be made pursuant to subsection (vii) (excluding stock options) shall be made to the Executive on the first business day following the date that is sixty (60) days following the date of such termination (except as otherwise expressly provided in the applicable award agreement). All cash payments required to be paid pursuant to subsections (i), (ii), (iii), (v), (vi) and (ix) of this Section (other than severance) shall be made to the Executive within sixty (60) days following the date of such termination and shall be in the form of a bank cashier’s check. However, awards described in the preceding subsection (vi) shall be paid at the time determined under applicable provisions of the awards. The lump sum severance payment described in the preceding subsection (viii) shall also be paid within any shorter time period sixty (60) days, except to the extent a delayed payment is required by law. Notwithstanding the foregoing, the severance payment under this Section shall be payable on a monthly basis instead of a lump sum if the “Change in Corporate Control” does not constitute a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(g) and shall in any event comply with the provisions of Section 88 below. (b) For purposes of this Agreement, a “Change in Corporate Control” shall mean:

CHANGE IN CORPORATE CONTROL. (a) If In the event of a Change in Corporate Control (as defined below), all stock options, restricted stock or other awards with time-based vesting granted to the Executive under any deferred compensation, incentive or other benefit plan maintained by the Corporation shall become fully vested and earned and payable and, in the case of stock options, exercisable in full and all stock options, restricted stock or other awards with performance-based vesting granted to the Executive under any deferred compensation, incentive or other benefit plan maintained by the Corporation shall become vested to the extent provided in the applicable award agreements. (b) at any time upon, or during the period of twenty-four (24) consecutive months following, following the occurrence of a Change in Corporate Control (as defined below), and during the Term term of this Agreement, the Executive is involuntarily terminated (other than for Cause), or resigns his employment for Good Reason, the Executive shall be entitled to the following: (i) Base Compensation base salary accrued through the date of termination, based on the number of days in such year that had elapsed as of the termination date; (ii) any accrued but unpaid PTO vacation pay through the date of termination; (iii) any bonuses earned but unpaid with respect to fiscal years or other completed periods preceding the termination date; (iv) any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation, payable in accordance with the terms of the applicable plan; (v) any expenses owed to the Executive under Sections 4(d), 4(e) or 4(f); (vi) the pro-rated portion of the target annual bonus that the Executive would have earned for the year in which the termination occurs (if he had remained employed for the entire year), based on the number of days in such year that had elapsed as of the termination date; (vii) all stock options, restricted stock or other equity awards with time-based vesting granted to the Executive under this Agreement shall become fully vested and earned and, in the case of stock options, exercisable in full and all stock options, restricted stock or other equity awards with performance-based vesting granted to the Executive under this Agreement shall become vested based upon a determination of actual level of achievement of performance goals by the Compensation Committee of the Board as of immediately prior to the occurrence of the Change of Corporate Control or as otherwise expressly provided in the applicable award agreements; (viii) continued coverage at the Corporation’s expense under any group life, health plan and disability insurance programs maintained by the Corporation in which the Executive participated at the time of his termination for the remaining term of the Agreement (but not less than six (6) months and not more than the period during which the Executive elects would be entitled to receive continuation coverage under Section 4980B of the Code at an after-tax cost to if the Executive comparable to elected such coverage and paid the cost that applicable premiums), or until, if earlier, the date the Executive would have incurred for the same obtains comparable coverage had he remained employed during such periodunder benefit plans maintained by a new employer; and (ixvi) a lump sum severance payment equal to the present value of a series of monthly severance payments for thirtytwenty-six four (3624) months, each in an amount equal to one-twelfth (1/12th) of the sum of (A) the Executive’s Base Compensationbase salary, as in effect at the time of the Change in Corporate Control, and (B) the average of the annual bonuses paid to the Executive for the last prior three (3) or, if applicable, fewer fiscal years of the Corporation ending prior to the Change in Corporate Control. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in The the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. For purposes of All cash payments required to be paid pursuant to this subsection Section (ix), the amount of any annual bonus paid for a portion of a fiscal year other than severance) shall be annualized and if no such bonuses have been paid, then the Executive’s target annual bonus at the time of termination shall be used. The payments set forth in subsections (vi), (vii), (viii), and (ix) are subject to a waiver and general release of claims in favor of the Corporation, in a form and manner satisfactory made to the Corporation, that is executed by the Executive and which becomes effective within sixty (60) days following the date of such termination. All payments to be made pursuant to The lump sum severance payment described in the preceding subsection (vii) (excluding stock optionsviii) shall be made to the Executive on the first business day following the date that is sixty (60) days following the date of such termination (except as otherwise expressly provided in the applicable award agreement). All cash payments required to also be paid pursuant to subsections (i), (ii), (iii), (v), (vi) and (ix) of this Section shall be made within sixty (60) days following days, except to the date of such termination and within any shorter time period extent a delayed payment is required by lawSection 16 below. Notwithstanding the foregoing, the severance payment under this Section shall be payable on a monthly basis instead of a lump sum if the “Change in Corporate Control” does not constitute a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(g) and shall in any event comply with the provisions of Section 8). (bc) For purposes of this Agreement, a “Change in Corporate Control” shall mean:

CHANGE IN CORPORATE CONTROL. (a) If at any time upon, or during the period of twenty-four (24) consecutive months following, following the occurrence of a Change in Corporate Control (as defined below), and during the Term of this Agreement, the Executive is involuntarily terminated (other than for Cause), or resigns his employment for Good Reason, the Executive shall be entitled to the following: (i) Base Compensation accrued through the date of terminationtermination and the pro-rated portion of the HCN Shares that the Executive would have earned for the year in which the termination occurs (if he had remained employed for the entire year), based on the number of days in such year that had elapsed as of the termination date; (ii) any accrued but unpaid PTO vacation pay through the date of termination; (iii) any bonuses earned but unpaid with respect to fiscal years or other completed periods preceding the termination date; (iv) any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation, payable in accordance with the terms of the applicable plan; (v) any expenses owed to the Executive under Sections 4(d), 4(e) or 4(f); (vi) the pro-rated portion of the target annual bonus that the Executive would have earned for the year in which the termination occurs (if he had remained employed for the entire year), based on the number of days in such year that had elapsed as of the termination date; (viivi) all stock options, restricted stock or other equity awards with time-based vesting granted to the Executive under this Agreement any deferred compensation, incentive or other benefit plan maintained by the Corporation shall become fully vested and earned and payable and, in the case of stock options, exercisable in full and all stock options, restricted stock or other equity awards with performance-based vesting granted to the Executive under this Agreement shall become vested based upon a determination of actual level of achievement of performance goals by the Compensation Committee of the Board as of immediately prior to the occurrence of the Change of Corporate Control or as otherwise expressly provided in the applicable award agreementsfull; (viiivii) continued coverage at the Corporation’s expense under any group life, health plan and disability insurance programs maintained by the Corporation in which the Executive participated at the time of his termination for the remaining Term of the Agreement (but not less than twelve (12) months and not more than the period during which the Executive elects would be entitled to receive continuation coverage under Section 4980B of the Code at an after-tax cost to Internal Revenue Code, as amended (the “Code”), if the Executive comparable to elected such coverage and paid the cost that applicable premiums), or until, if earlier, the date the Executive would have incurred for the same obtains comparable coverage had he remained employed during such periodunder benefit plans maintained by a new employer; and (ixviii) a lump sum severance payment equal to the present value of a series of monthly severance payments for thirty-six (36) months, each in an amount equal to one-twelfth (1/12th) of the sum of (A) the Executive’s Base Compensation, as in effect at the time of the Change in Corporate Control, and (B) the average greater of (x) the highest of the annual bonuses paid to the Executive for the last three (3) or, if applicable, fewer fiscal years of the Corporation ending prior to the Change in Corporate ControlControl or (y) a minimum bonus equal to one hundred percent (100%) of the Executive’s Base Compensation. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in The the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. For purposes of this subsection (ix), the amount of any annual bonus paid for a portion of a fiscal year shall be annualized and if no such bonuses have been paid, then the Executive’s target annual bonus at the time of termination shall be used. The payments set forth in subsections (vi), (vii), (viii), and (ix) are subject to a waiver and general release of claims in favor of the Corporation, in a form and manner satisfactory to the Corporation, that is executed by the Executive and which becomes effective within sixty (60) days following the date of such termination. All payments to be made pursuant to subsection (vii) (excluding stock options) shall be made to the Executive on the first business day following the date that is sixty (60) days following the date of such termination (except as otherwise expressly provided in the applicable award agreement). All cash payments required to be paid pursuant to subsections (i), (ii), (iii), (v), (vi) and (ix) of this Section (other than severance) shall be made to the Executive within sixty (60) days following the date of such termination and shall be in the form of a bank cashier’s check. The lump sum severance payment described in the preceding subsection (viii) shall also be paid within any shorter time period sixty (60) days, except to the extent a delayed payment is required by law. Notwithstanding the foregoing, the severance payment under this Section shall be payable on a monthly basis instead of a lump sum if the “Change in Corporate Control” does not constitute a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(g) and shall in any event comply with the provisions of Section 88 below. (b) For purposes of this Agreement, a “Change in Corporate Control” shall mean:

CHANGE IN CORPORATE CONTROL. (a) If at any time uponupon or in connection with, or during the period of twenty-four (24) consecutive months following, the occurrence of a Change in Corporate Control (as defined below), and during the Term of this Agreement, either (I) the Executive’s employment is terminated by the Corporation without Cause (but not including due to death or Disability) or the Executive is involuntarily terminated (other than for Cause), or resigns his employment for Good ReasonReason or (II) the Executive’s employment terminates as a result of the expiration of the Term of this Agreement and the Corporation elects not to extend this Agreement while the Executive wishes to extend this Agreement), the Executive shall be entitled to the following:payments and benefits listed below. In addition, if the Executive’s employment is terminated by the Corporation without Cause (but not including due to death or Disability) either (I) at any time within three (3) months of the occurrence of a Change in Corporate Control, or (II) at any time prior to the occurrence of a Change in Corporate Control at the request or direction of any person or group (within the meaning of Section 14(d)(3) of the Securities Exchange Act of 1934, as amended) who obtains control of the Corporation as a result of the occurrence of a Change in Corporate Control, and in either case during the Term of this Agreement, the Executive shall be entitled to the payments and benefits listed below. (i) Base Compensation accrued through the date of termination, based on the number of days in such year that had elapsed as of the termination date; (ii) any accrued but unpaid PTO pay through the date of termination; (iii) any bonuses earned but unpaid with respect to fiscal years or other completed bonus periods preceding the termination date; (iv) any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation, payable in accordance with the terms of the applicable plan; (v) any expenses owed to the Executive under Sections 4(d), or 4(e) or 4(f); (vi) the pro-rated portion of the target annual bonus that the Executive would have earned for the year in which the termination occurs (if he had remained employed for the entire year), based on the number of days in such year that had elapsed as of the termination date; (vii) all of Executive’s outstanding stock options, restricted stock or other equity awards with time-based vesting granted to the Executive under this Agreement shall become fully vested and earned and, in the case of stock options, exercisable in full full, and the Executive shall have the right to exercise such stock options during a period of ninety (90) days following the termination of employment, unless otherwise expressly provided in the applicable award agreement; (viii) all of Executive’s outstanding stock options, restricted stock, restricted stock units or other equity awards with performance-based vesting granted to the Executive under this Agreement shall become vested based upon a determination of actual level of achievement of performance goals by the Compensation Committee of the Board as of immediately prior to the occurrence of the Change of Corporate Control or as otherwise expressly provided in the applicable award agreements; (viiiix) continued coverage under any group health plan maintained by the Corporation in which the Executive participated at the time of his termination for the period during which the Executive elects to receive continuation coverage under Section 4980B of the Code at an after-tax cost to the Executive comparable to the cost that the Executive would have incurred for the same coverage had he remained employed during such period; and (ixx) a lump sum severance payment equal to the present value of a series of monthly severance payments for thirty-six (36) months, each in an amount equal to one-twelfth (1/12th) of the sum of (A) the Executive’s Base Compensation, as in effect at the time of the Change in Corporate Control, and (B) the average of annual bonuses paid to the Executive for the last three (3) or, if applicable, fewer fiscal years of the Corporation ending prior to the Change in Corporate Control. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in The Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. For purposes of this subsection (ix), the amount of any annual bonus paid for a portion of a fiscal year shall be annualized annualized. Notwithstanding anything in the long-term incentive plan, and if no such bonuses have been paidany other plans, then pursuant to which any equity awards are granted, or any applicable equity award agreements to the Executive’s target annual bonus at contrary, the time of termination shall be used. The payments set forth in subsections (vi), (vii), (viii), (ix) and (ixx) are subject to a waiver and general release of claims in favor of the Corporation, with substantially the same terms as the form of release that the Corporation has used in a form and manner satisfactory to the context of the departures of an executive officer of the Corporation, that is executed by the Executive and which becomes effective irrevocable within sixty (60) days following the date of such termination. All payments to be made or settlements to occur pursuant to subsection subsections (vii) and (viii) (excluding stock options) shall be made to the Executive on the first business day following the date that is sixty (60) days following the date of such termination (except as otherwise expressly provided in the applicable award agreement). All cash payments required to be paid made pursuant to subsections (i), (ii), (iii), (v), (vi) and (ixx) of this Section shall be made within sixty (60) days following the date of such termination and within any shorter time period required by law. Notwithstanding the foregoing, the severance payment under this Section shall be payable on a monthly basis instead of a lump sum if the “Change in Corporate Control” does not constitute a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(g1.409A-3(i)(5) and shall in any event comply with the provisions of Section 8. In the event of a termination of the Executive’s employment by the Corporation prior to a Change in Corporate Control without Cause (but not including due to death or Disability), the Executive shall receive the severance benefits provided for under Section 5(a) above, and then in the event that the provisions of this Section 6(a) are subsequently satisfied on account of the occurrence of a Change in Corporate Control, the Corporation shall provide the Executive with any and all supplemental benefits to which the Executive is entitled under this Section 6(a) as soon as administratively reasonable, but in any event no later than the later of (A) thirty (30) days following the occurrence of the Change in Corporate Control or (B) the time provided for in this Section 6(a), or such later date as may be necessary in order to comply with the terms of Section 409A of the Code. (b) For purposes of this Agreement, a “Change in Corporate Control” shall mean:have the meaning set forth in the Corporation’s 2016 Long-Term Incentive Plan in effect on the date of a Change in Corporate Control.

CHANGE IN CORPORATE CONTROL. (a) If at any time upon, or during the period of twenty-four (24) consecutive months following, the occurrence of a Change in Corporate Control (as defined below), and during the Term of this Agreement, the Executive is involuntarily terminated (other than for Cause), or resigns his her employment for Good Reason, the Executive shall be entitled to the following: (i) Base Compensation accrued through the date of termination, based on the number of days in such year that had elapsed as of the termination date; (ii) any accrued but unpaid PTO pay through the date of termination; (iii) any bonuses earned but unpaid with respect to fiscal years or other completed bonus periods preceding the termination date; (iv) any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation, payable in accordance with the terms of the applicable plan; (v) any expenses owed to the Executive under Sections Section 4(d), 4(e) or 4(f); (vi) the pro-rated portion of the target annual bonus that the Executive would have earned for the year in which the termination occurs (if he she had remained employed for the entire year), based on the number of days in such year that had elapsed as of the termination date; (vii) all of Executive’s outstanding stock options, restricted stock or other equity awards with time-based vesting granted to the Executive under this Agreement shall become fully vested and earned and, in the case of stock options, exercisable in full full, and the Executive shall have the right to exercise such stock options during a period of ninety (90) days following the termination of employment, unless otherwise expressly provided in the applicable award agreement; (viii) all of Executive’s outstanding stock options, restricted stock, restricted stock units or other equity awards with performance-based vesting granted to the Executive under this Agreement shall become vested based upon a determination of actual level of achievement of performance goals by the Compensation Committee of the Board as of immediately prior to the occurrence of the Change of Corporate Control or as otherwise expressly provided in the applicable award agreements; (viiiix) continued coverage pursuant to Section 601, et seq. of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) under any group health plan maintained by the Corporation in which the Executive participated at the time of his her termination for the period during which the Executive elects to receive continuation coverage under Section 4980B of the Code at an after-tax cost to the Executive comparable to the cost that the Executive would have incurred for the same coverage had he she remained employed during such periodperiod for the remainder of the Term of the Agreement or until, if earlier, the date the Executive obtains comparable coverage under benefit plans maintained by a new employer or otherwise becomes ineligible to such continued coverage under ERISA; and (ixx) a lump sum severance payment equal to the present value of a series of monthly severance payments for thirtytwenty-six four (3624) months, each in an amount equal to one-twelfth (1/12th) of the sum of (A) the Executive’s Base Compensation, as in effect at the time of the Change in Corporate Control, and (B) the average of annual bonuses paid to the Executive for the last three (3) or, if applicable, fewer fiscal years of the Corporation ending prior to the Change in Corporate Control. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in The Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. For purposes of this subsection (ixx), the amount of any annual bonus paid for a portion of a fiscal year shall be annualized annualized. Notwithstanding anything in the long-term incentive plan, and if no such bonuses have been paidany other plans, then pursuant to which any equity awards are granted, or any applicable equity award agreements to the Executive’s target annual bonus at contrary, the time of termination shall be used. The payments set forth in subsections (vi), (vii), (viii), (ix) and (ixx) are subject to a waiver and general release of claims in favor of the Corporation, in a form and manner satisfactory to the Corporation, that is executed by the Executive and which becomes effective irrevocable within sixty (60) days following the date of such termination. All payments to be made or settlements to occur pursuant to subsection subsections (vii) and (viii) (excluding stock options) shall be made to the Executive on the first business day following the date that is sixty (60) days following the date of such termination (except as otherwise expressly provided in the applicable award agreement). All cash payments required to be paid made pursuant to subsections (i), (ii), (iii), (v), ) and (vi) and (ix) of this Section shall be made within sixty (60) days following the date of such termination and within any shorter time period required by law. All payments required to be made pursuant to subsection (x) shall be made to the Executive on the first business day following the date that is sixty (60) days following the date of such termination. Notwithstanding the foregoing, the severance payment under this Section shall be payable on a semi-monthly basis instead of a lump sum if the “Change in Corporate Control” does not constitute a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(g1.409A-3(i)(5) and shall in any event comply with the provisions of Section 8. (b) For purposes of this Agreement, a “Change in Corporate Control” shall mean:have the meaning set forth in the Corporation’s 2016 Long-Term Incentive Plan.

CHANGE IN CORPORATE CONTROL. (a) If at any time upon, or during the period of twenty-four (24) consecutive months following, the occurrence of a Change in Corporate Control (as defined below), and during the Term of this Agreement, the Executive is involuntarily terminated (other than for Cause), or resigns his employment for Good Reason, the Executive shall be entitled to the following: (i) Base Compensation accrued through the date of termination, based on the number of days in such year that had elapsed as of the termination date; (ii) any accrued but unpaid PTO pay through the date of termination; (iii) any bonuses earned but unpaid with respect to fiscal years or other completed bonus periods preceding the termination date; (iv) any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation, payable in accordance with the terms of the applicable plan; (v) any expenses owed to the Executive under Sections Section 4(d), 4(e) or 4(f); (vi) the pro-rated portion of the target annual bonus that the Executive would have earned for the year in which the termination occurs (if he had remained employed for the entire year), based on the number of days in such year that had elapsed as of the termination date; (vii) all of Executive’s outstanding stock options, restricted stock or other equity awards with time-based vesting granted to the Executive under this Agreement shall become fully vested and earned and, in the case of stock options, exercisable in full full, and the Executive shall have the right to exercise such stock options during a period of ninety (90) days following the termination of employment, unless otherwise expressly provided in the applicable award agreement; (viii) all of Executive’s outstanding stock options, restricted stock, restricted stock units or other equity awards with performance-based vesting granted to the Executive under this Agreement shall become vested based upon a determination of actual level of achievement of performance goals by the Compensation Committee of the Board as of immediately prior to the occurrence of the Change of Corporate Control or as otherwise expressly provided in the applicable award agreements; (viiiix) continued coverage pursuant to Section 601, et seq. of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) under any group health plan maintained by the Corporation in which the Executive participated at the time of his termination for the period during which the Executive elects to receive continuation coverage under Section 4980B of the Code at an after-tax cost to the Executive comparable to the cost that the Executive would have incurred for the same coverage had he remained employed during such periodperiod for the remainder of the Term of the Agreement or until, if earlier, the date the Executive obtains comparable coverage under benefit plans maintained by a new employer or otherwise becomes ineligible to such continued coverage under ERISA; and (ixx) a lump sum severance payment equal to the present value of a series of monthly severance payments for thirtytwenty-six four (3624) months, each in an amount equal to one-twelfth (1/12th) of the sum of (A) the Executive’s Base Compensation, as in effect at the time of the Change in Corporate Control, and (B) the average greater of (1) the annual bonuses bonus paid to the Executive for the last three (3) or, if applicable, fewer fiscal years year of the Corporation ending prior to the Change in Corporate ControlControl or (2) a minimum annual bonus equal to thirty-five percent (35%) of his Base Compensation. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in The Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. For purposes of this subsection (ixx), the amount of any annual bonus paid for a portion of a fiscal year shall be annualized annualized. Notwithstanding anything in the long-term incentive plan, and if no such bonuses have been paidany other plans, then pursuant to which any equity awards are granted, or any applicable equity award agreements to the Executive’s target annual bonus at contrary, the time of termination shall be used. The payments set forth in subsections (vi), (vii), (viii), (ix) and (ixx) are subject to a waiver and general release of claims in favor of the Corporation, in a form and manner satisfactory to the Corporation, that is executed by the Executive and which becomes effective irrevocable within sixty (60) days following the date of such termination. All payments to be made or settlements to occur pursuant to subsection subsections (vii) and (viii) (excluding stock options) shall be made to the Executive on the first business day following the date that is sixty (60) days following the date of such termination (except as otherwise expressly provided in the applicable award agreement). All cash payments required to be paid made pursuant to subsections (i), (ii), (iii), (v), ) and (vi) and (ix) of this Section shall be made within sixty (60) days following the date of such termination and within any shorter time period required by law. All payments required to be made pursuant to subsection (x) shall be made to the Executive on the first business day following the date that is sixty (60) days following the date of such termination. Notwithstanding the foregoing, the severance payment under this Section shall be payable on a semi-monthly basis instead of a lump sum if the “Change in Corporate Control” does not constitute a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(g1.409A-3(i)(5) and shall in any event comply with the provisions of Section 8. (b) For purposes of this Agreement, a “Change in Corporate Control” shall mean:have the meaning set forth in the Corporation’s 2016 Long-Term Incentive Plan.

CHANGE IN CORPORATE CONTROL. (a) If In the event of a Change in Corporate Control (as defined below), all stock options, restricted stock or other awards with time-based vesting granted to the Executive under any deferred compensation, incentive or other benefit plan maintained by the Corporation shall become fully vested and earned and payable and, in the case of stock options, exercisable in full and all stock options, restricted stock or other awards with performance-based vesting granted to the Executive under any deferred compensation, incentive or other benefit plan maintained by the Corporation shall become vested to the extent provided in the applicable award agreements. (b) at any time upon, or during the period of twenty-four (24) consecutive months following, following the occurrence of a Change in Corporate Control (as defined below), and during the Term term of this Agreement, the Executive is involuntarily terminated (other than for Cause), or resigns his her employment for Good Reason, the Executive shall be entitled to the following: (i) Base Compensation base salary accrued through the date of termination, based on the number of days in such year that had elapsed as of the termination date; (ii) any accrued but unpaid PTO vacation pay through the date of termination; (iii) any bonuses earned but unpaid with respect to fiscal years or other completed periods preceding the termination date; (iv) any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation, payable in accordance with the terms of the applicable plan; (v) any expenses owed to the Executive under Sections 4(d), 4(e) or 4(f); (vi) the pro-rated portion of the target annual bonus that the Executive would have earned for the year in which the termination occurs (if he had remained employed for the entire year), based on the number of days in such year that had elapsed as of the termination date; (vii) all stock options, restricted stock or other equity awards with time-based vesting granted to the Executive under this Agreement shall become fully vested and earned and, in the case of stock options, exercisable in full and all stock options, restricted stock or other equity awards with performance-based vesting granted to the Executive under this Agreement shall become vested based upon a determination of actual level of achievement of performance goals by the Compensation Committee of the Board as of immediately prior to the occurrence of the Change of Corporate Control or as otherwise expressly provided in the applicable award agreements; (viii) continued coverage at the Corporation’s expense under any group life, health plan and disability insurance programs maintained by the Corporation in which the Executive participated at the time of his her termination for the remaining term of the Agreement (but not less than six (6) months and not more than the period during which the Executive elects would be entitled to receive continuation coverage under Section 4980B of the Code at an after-tax cost to if the Executive comparable to elected such coverage and paid the cost that applicable premiums), or until, if earlier, the date the Executive would have incurred for the same obtains comparable coverage had he remained employed during such periodunder benefit plans maintained by a new employer; and (ixvi) a lump sum severance payment equal to the present value of a series of monthly severance payments for thirtytwenty-six four (3624) months, each in an amount equal to one-twelfth (1/12th) of the sum of (A) the Executive’s Base Compensationbase salary, as in effect at the time of the Change in Corporate Control, and (B) the average of the annual bonuses paid to the Executive for the last prior three (3) or, if applicable, fewer fiscal years of the Corporation ending prior to the Change in Corporate Control. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in The the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. For purposes of All cash payments required to be paid pursuant to this subsection Section (ix), the amount of any annual bonus paid for a portion of a fiscal year other than severance) shall be annualized and if no such bonuses have been paid, then the Executive’s target annual bonus at the time of termination shall be used. The payments set forth in subsections (vi), (vii), (viii), and (ix) are subject to a waiver and general release of claims in favor of the Corporation, in a form and manner satisfactory made to the Corporation, that is executed by the Executive and which becomes effective within sixty (60) days following the date of such termination. All payments to be made pursuant to The lump sum severance payment described in the preceding subsection (vii) (excluding stock optionsviii) shall be made to the Executive on the first business day following the date that is sixty (60) days following the date of such termination (except as otherwise expressly provided in the applicable award agreement). All cash payments required to also be paid pursuant to subsections (i), (ii), (iii), (v), (vi) and (ix) of this Section shall be made within sixty (60) days following days, except to the date of such termination and within any shorter time period extent a delayed payment is required by lawSection 16 below. Notwithstanding the foregoing, the severance payment under this Section shall be payable on a monthly basis instead of a lump sum if the “Change in Corporate Control” does not constitute a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(g) and shall in any event comply with the provisions of Section 8). (bc) For purposes of this Agreement, a “Change in Corporate Control” shall mean: