Common use of Change of Control Benefits Clause in Contracts

Change of Control Benefits. (i) If Executive's employment with the Company and its Subsidiaries is terminated at any time within the two years following a Change of Control by the Company and any of its Subsidiaries without Cause or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "Termination Date"), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive's execution of a general release in favor of the Company substantially in the form attached hereto as Exhibit A (the "Release"), the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's employment by the Company and any of its Subsidiaries is terminated prior to a Change of Control by the Company and any of its Subsidiaries without Cause in connection with or in anticipation of a Change of Control, Executive shall be entitled to the benefits provided hereafter in Sections 3 and 4 and as otherwise set forth in this Agreement, but only if an anticipated Change of Control actually occurs, and Executive's Termination Date shall be deemed to have occurred immediately following the Change of Control. Notwithstanding the preceding sentence, in the event of any such termination, Executive shall continue to receive Executive's Base Salary at the annual rate in effect immediately prior to such termination (but not less than the annual rate in effect on the date of this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date of the anticipated Change of Control, provided, however that such Base Salary and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that would have resulted in the anticipated Change of Control terminates, whichever is applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 14, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination Date.

Change of Control Benefits. (i) If Executive's employment with the Company and its Subsidiaries is terminated at any time within the two years following a Change of Control by the Company and any of its Subsidiaries without Cause Cause, or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "Termination Date"), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive's execution of a general release in favor of the Company substantially in the form attached hereto as Exhibit A (the "Release"), the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's employment by the Company and any of its Subsidiaries is terminated prior to a Change of Control by the Company and any (i) at the request of its Subsidiaries without Cause a party (other than the Company or SCL) involved in the Change of Control or (ii) otherwise in connection with or in anticipation of a Change of ControlControl that subsequently occurs, Executive shall be entitled to the benefits provided hereafter in Sections this Section 3 and 4 and as otherwise set forth in this Agreement, but only if an anticipated Change of Control actually occurs, and Executive's Termination Date shall be deemed to have occurred immediately following the Change of Control. Notwithstanding the preceding sentenceforegoing, in the event there is another agreement (e.g. an employment agreement) between the Company and Executive in effect upon the Termination Date, which agreement by its terms provides for termination payments or benefits, under the applicable circumstances (whether or not in connection with a change of control), that are greater than the applicable payments and benefits provided in any of subsections (a) through (g) of this 2 2 Section 3 (the "Other Benefits"), then Executive shall receive the Other Benefits in lieu of any payments or benefits under such terminationsubsection. For example, if Executive shall continue to receive Executive's Base Salary at is covered by an employment agreement that provides for a higher amount of cash severance, in the annual rate event Executive is terminated by the Company without Cause, than that provided by Section 3(a) hereof, such higher amount of cash severance would be payable in effect immediately prior to such termination (but not less than the annual rate in effect on the date of this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date lieu of the anticipated Change of Controlcash severance set forth in Section 3(a), provided, however that such Base Salary but the payments and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that benefits set forth in Section 3(b) through (g) would have resulted in the anticipated Change of Control terminates, whichever is remain applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 1412, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination Date.

Change of Control Benefits. If Employee is employed by the Company on the COC Effective Date and this Agreement is terminated on or before the six-month anniversary of the COC Effective Date by the Company without Cause in accordance with Section 6(c) or by Employee for Good Reason in accordance with Section 6(d), then the Company shall have no further obligation to Employee under this Agreement or otherwise, except the Company shall provide Employee with the Accrued Obligations in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Change-in-Control Benefits”) in lieu of any Separation Benefits that may otherwise be due under Section 7(b): (i) If Executive's employment with an amount equal to two times the sum of the Base Salary in effect immediately before the Termination Date plus two times the sum of the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 8 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “COC Pay”); and (ii) during the 6-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to COBRA or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and its Subsidiaries is terminated at any time within continue such coverage under COBRA and the two years following a Change employee contribution amount that active employees of Control by the Company and any of its Subsidiaries without Cause pay for the same or by Executive similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for Good Reason (the effective date of either such termination hereafter referred to as the "Termination Date")group health insurance coverage, Executive shall be entitled toif any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after the Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The COC Pay shall be required paid to provide, subject to Executive's execution of the Employee in a general release in favor lump sum within 60 days of the Termination Date; provided, however, that no COC Pay shall be paid to the Employee unless the Company substantially in receives, on or within 55 days after the form attached hereto Termination Date, an executed and fully effective copy of the Release (as Exhibit A (the "Release"defined below), the payments and benefits provided hereafter in . Any COBRA reimbursements due under this Section 3 and as set forth in this Agreement. If Executive's employment shall be made by the Company and any last day of its Subsidiaries is terminated prior to a Change of Control the month following the month in which the applicable premiums were paid by the Company and any Employee. For the avoidance of its Subsidiaries without Cause in connection with or in anticipation of a Change of Controldoubt, Executive Employee shall not be entitled to the benefits provided hereafter in Sections 3 and 4 and as otherwise set forth in Change-of-Control Benefits if this Agreement, but only if an anticipated Change of Control actually occurs, and Executive's Termination Date shall be deemed Agreement is terminated (i) due to have occurred immediately following Employee’s death; (ii) by the Change of Control. Notwithstanding Company due to Employee’s Inability to Perform; (iii) by the preceding sentence, in the event of any such termination, Executive shall continue to receive Executive's Base Salary at the annual rate in effect immediately prior to such termination Company for Cause; (but not less than the annual rate in effect on the date of this Agreementiv) and any Bonus to which Executive would have been entitled had Executive remained employed until the date of the anticipated Change of Control, provided, however that such Base Salary and Bonus continuation shall end on the date of the anticipated Change of Control by Employee without Good Reason; or the date that the agreement or other circumstance that would have resulted in the anticipated Change of Control terminates, whichever is applicable. Notice of termination without Cause or for Good Reason shall be given (v) by non-renewal by Employee in accordance with Section 14, Sections 4(b) and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination Date6(f).

Change of Control Benefits. (ia) If Executive's employment with In the Company and its Subsidiaries is terminated event that, at any time within during the two years following Executive’s employment under this Agreement, the Company and/or TS Corp experiences a Change of Control by the Company (as hereinafter defined) and any of its Subsidiaries without Cause or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "Termination Date"), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive's execution of a general release in favor of the Company substantially in the form attached hereto as Exhibit A (the "Release"), the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's employment by the Company and any of its Subsidiaries is terminated prior to experiences a Change of Control by the Company and any of its Subsidiaries without Cause Position Modification (as hereinafter defined) in connection with or in anticipation of a such Change of ControlControl then, provided that Executive shall have executed a release in form and substance acceptable to the Company, and subject to the other terms and conditions contained in this Agreement, the Executive shall be entitled to receive a lump sum payment in an amount equal to two (2) times the benefits provided hereafter Executive’s then current annual Total Cash Compensation as severance pay, in Sections 3 and 4 and as otherwise set forth in this Agreement, but only if an anticipated Change recognition of Control actually occurs, and Executive's Termination Date shall be deemed his contributions leading up to have occurred immediately following the Change of Control. Notwithstanding Such lump sum payment shall be reduced by the preceding sentencegross amount of severance, if any, received by the Executive pursuant to Section 5 of this Agreement prior to the date of payment under this Section 11. For purposes of determining severance pursuant to this Section 11(a), the Total Cash Compensation shall be calculated based on the Executive’s current Base Salary as of the effective date of his termination (without giving effect to any reduction in Base Salary which gave rise to the event of any such Good Reason termination, Executive if applicable), and the full Target Annual Bonus for the relevant year. This severance pay shall continue to receive be paid no later than thirty (30) days after the effective date of the Change of Control or, if later, the Change of Control Position Modification, except as otherwise specified under Section 11(c). In addition, vesting in all of Executive's Base Salary at the annual rate in effect ’s unvested Award Shares shall be accelerated such that Executive’s then unvested Award Shares shall become vested immediately prior to the effective date of Executive’s termination, subject to the terms and conditions of the applicable Plan and other agreements. In addition, to the extent that the Executive qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Company shall pay the COBRA premiums until the earlier of (A) such termination time as the Executive obtains alternative employment and becomes eligible for health insurance through his new employer and (but not less than the annual rate in effect on B) eighteen (18) months following the date of his termination. The severance provisions under this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date of the anticipated Change of Control, provided, however that such Base Salary and Bonus continuation Section 11 shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that would have resulted in the anticipated Change of Control terminates, whichever is applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 14supersede, and shall indicate the specific termination provision hereunder relied uponnot be in duplication of, the relevant facts and circumstances and the Termination Dateseverance provisions contained in Section 5(e), except as otherwise specified under Section 11(c).

Change of Control Benefits. (ia) If Executive's employment with In the Company and its Subsidiaries is terminated event that, at any time within during the two years following Executive’s employment under this Agreement, the Company and/or TS Corp experiences a Change of Control by the Company (as hereinafter defined) and any of its Subsidiaries without Cause or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "Termination Date"), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive's execution of a general release in favor of the Company substantially in the form attached hereto as Exhibit A (the "Release"), the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's employment by the Company and any of its Subsidiaries is terminated prior to experiences a Change of Control by the Company and any of its Subsidiaries without Cause Position Modification (as hereinafter defined) in connection with or in anticipation of a such Change of ControlControl then, provided that Executive shall have executed a release in form and substance acceptable to the Company, and subject to the other terms and conditions contained in this Agreement, the Executive shall be entitled to receive a lump sum payment in an amount equal to two (2) times the benefits provided hereafter Executive’s then current annual Total Cash Compensation as severance pay, in Sections 3 and 4 and as otherwise set forth in this Agreement, but only if an anticipated Change recognition of Control actually occurs, and Executive's Termination Date shall be deemed his contributions leading up to have occurred immediately following the Change of Control. Notwithstanding Such lump sum payment shall be reduced by the preceding sentencegross amount of severance, if any, received by the Executive pursuant to Section 5 of this Agreement prior to the date of payment under this Section 11. For purposes of determining severance pursuant to this Section 11(a), the Total Cash Compensation shall be calculated based on the Executive’s current Base Salary as of the effective date of his termination (without giving effect to any reduction in Base Salary which gave rise to the event of any such Good Reason termination, Executive if applicable), and the full Target Annual Bonus for the relevant year. This severance pay shall continue to receive be paid no later than thirty (30) days after the effective date of the Change of Control or, if later, the Change of Control Position Modification, except as otherwise specified under Section 11(c). In addition, vesting in all of Executive's Base Salary at the annual rate in effect ’s unvested Award Shares shall be accelerated such that Executive’s then unvested Award Shares shall become vested immediately prior to the effective date of Executive’s termination, subject to the terms and conditions of the applicable Plan and other agreements. In addition, to the extent that the Executive qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Company shall pay the COBRA premiums until the earlier of (A) such termination time as the Executive obtains alternative employment and becomes eligible for health insurance through his new employer and (but not less than the annual rate in effect on B) eighteen (18) months following the date of his termination. The severance provisions under this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date of the anticipated Change of Control, provided, however that such Base Salary and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that would have resulted in the anticipated Change of Control terminates, whichever is applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 1411shall supersede, and shall indicate the specific termination provision hereunder relied uponnot be in duplication of, the relevant facts and circumstances and the Termination Dateseverance provisions contained in Section 5(e), except as otherwise specified under Section 11(c).

Change of Control Benefits. (i) Upon the occurrence of a Change of Control during the Term, any time periods, conditions or contingencies relating to the exercise or realization of, or lapse of restrictions under, any outstanding equity incentive award then held by Executive shall be automatically accelerated or waived effective as of the date of the Change of Control; provided, however, that in the event any such outstanding equity incentive award is replaced as of the occurrence of the Change of Control by comparable types of awards of greater or at least substantially equivalent value, as determined in the sole discretion of the administrator of the equity incentive award plan under which the outstanding award was granted, no such automatic acceleration or waiver shall occur, except to the extent the administrator of the applicable equity incentive award plan, in its sole discretion, provides for such acceleration or waiver, or unless such acceleration or waiver is expressly provided for in connection with such replacement or under the terms of the applicable award agreement. If Executive's ’s employment with the Company and its Subsidiaries is terminated at any time within the two years following a Change of Control by the Company and any of its Subsidiaries without Cause or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "“Termination Date"”), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive's ’s execution of a general release in favor of the Company substantially in the form attached hereto as Exhibit A (the "“Release"”) (which Release is not revoked by Executive), the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's ’s employment by the Company and any of its Subsidiaries is terminated prior to a Change of Control by the Company and any of its Subsidiaries without Cause in connection with or in anticipation of a such Change of ControlControl at the request of, or upon the initiative of, the buyer in the Change of Control transaction (an “Anticipatory Termination”), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive’s execution of the Release (which Release is not revoked by Executive), the benefits provided hereafter in Sections Section 3 and 4 and as otherwise set forth in this Agreement, Agreement (but only if an anticipated Change of Control actually occurs, occurs during the Term) and Executive's ’s Termination Date shall be deemed to have occurred immediately following the Change of Control. Notwithstanding the preceding sentence, in the event of any such termination, Executive shall continue to receive Executive's Base Salary at the annual rate in effect immediately prior to such termination (but not less than the annual rate in effect on the date of this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date of the anticipated Change of Control, provided, however that such Base Salary and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that would have resulted in the anticipated Change of Control terminates, whichever is applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 1413, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination Date.

Change of Control Benefits. The Executive has entered into that certain Amended and Restated Change of Control Agreement that is to become effective as of January 1, 2009 (the “CoC Agreement”). If the Company were to terminate the CoC Agreement, and if a “Change of Control” (as that term is defined in the CoC Agreement) were to thereafter occur, and if a separation from service described in Section 5.2 were to occur upon or within three years after such Change of Control then: (i) If the sum of the severance benefit under Section 5.2(iii) of this Agreement and any other severance paid or provided to Executive shall be 2.99 times the sum of (1) Executive's ’s Base Salary, plus (2) the greater of (x) the highest annual cash bonus paid to Executive for the three (3) full fiscal years of the Company preceding the fiscal year in which the Change of Control occurs, or (y) Executive’s Base Salary for the fiscal year in which the Change of Control occurs. Executive’s Base Salary for purposes of item (1) in the preceding sentence shall be Executive’s highest Base Salary as of or after the Change of Control, and (ii) Executive will be entitled to a “Tax Gross Up.” “Tax Gross Up” means an additional amount (the “Additional Payment”) such that the net amount retained by the Executive after deduction of any Excise Tax and Expenses (as defined below), and any federal, state and local income tax, employment tax and Excise Tax and Expenses imposed upon the Additional Payment, shall be equal to the sum of the payments, distributions or benefits to be paid to or for the benefit of Executive pursuant to this Agreement or otherwise. The term “Excise Tax and Expenses” means the Excise Tax and Expenses imposed under Section 4999 of the Code, together with any interest or penalties imposed with respect to such Excise Tax and Expenses. Notwithstanding the foregoing, provided the Company complies with Section 5.6, the Additional Payment shall not include any taxes imposed under Code Sections 409A(a)(1)(B) and 409A(b)(5). All Tax Gross Up determinations shall be made by an independent registered public accounting firm selected by the Company immediately prior to the Change of Control (the “Accounting Firm”), which shall provide its determinations and any supporting calculations both to the Company and its Subsidiaries is terminated at any time Executive within ten (10) days of the two years following a Change of Control Control. Any such determination by the Accounting Firm shall be binding upon the Company and any the Executive. The Company shall pay the applicable Additional Payment as and when the Excise Tax and Expenses is incurred, subject to Section 4.5. The Additional Payment shall be paid in accordance with Section 409A of its Subsidiaries without Cause or the Code, to the extent applicable. If the amount of an Additional Payment cannot be fully determined by Executive for Good Reason the date on which an amount becomes subject to the Excise Tax and Expenses (the effective date of either such termination hereafter referred to as the "Termination “Payment Date"”), Executive the Company shall be entitled topay to the Employee by the Payment Date an estimate of such Additional Payment, as determined by the Accounting Firm, and the Company shall pay to the Employee (or the Employee shall pay to the Company) any difference between the estimated payment and the actual Additional Payment due hereunder (if any) as soon as the amount can be required determined, but in no event later than twenty (20) days before Employee is obligated to provide, subject to Executive's execution of a general release in favor remit the Excise Tax and Expenses. All of the Company substantially fees and expenses of the Accounting Firm in performing the form attached hereto as Exhibit A (the "Release"), the payments and benefits provided hereafter determinations referred to in this Section 3 and as set forth in this Agreement. If Executive's employment shall be borne solely by the Company. The Company agrees to indemnify and hold harmless the Accounting Firm of and from any of and all claims, damages and expenses resulting from or relating to its Subsidiaries is terminated prior determinations pursuant to a Change of Control by this Section, except for claims, damages or expenses resulting from the Company and any of its Subsidiaries without Cause in connection with gross negligence or in anticipation of a Change of Control, Executive shall be entitled to the benefits provided hereafter in Sections 3 and 4 and as otherwise set forth in this Agreement, but only if an anticipated Change of Control actually occurs, and Executive's Termination Date shall be deemed to have occurred immediately following the Change of Control. Notwithstanding the preceding sentence, in the event of any such termination, Executive shall continue to receive Executive's Base Salary at the annual rate in effect immediately prior to such termination (but not less than the annual rate in effect on the date of this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date willful misconduct of the anticipated Change of Control, provided, however that such Base Salary and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that would have resulted in the anticipated Change of Control terminates, whichever is applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 14, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination DateAccounting Firm.

Change of Control Benefits. (ia) If Executive's employment with In the Company and its Subsidiaries is terminated event that, at any time within during the two years following Executive’s employment under this Agreement, the Company and/or TS Corp experiences a Change of Control by the Company (as hereinafter defined) and any of its Subsidiaries without Cause or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "Termination Date"), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive's execution of a general release in favor of the Company substantially in the form attached hereto as Exhibit A (the "Release"), the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's employment by the Company and any of its Subsidiaries is terminated prior to experiences a Change of Control by the Company and any of its Subsidiaries without Cause Position Modification (as hereinafter defined) in connection with or in anticipation of a such Change of ControlControl then, provided that Executive shall have executed a release in form and substance acceptable to the Company, and subject to the other terms and conditions contained in this Agreement, the Executive shall be entitled to receive a lump sum payment in an amount equal to two (2) times the benefits provided hereafter Executive’s then current annual Total Cash Compensation as severance pay, in Sections 3 and 4 and as otherwise set forth in this Agreement, but only if an anticipated Change recognition of Control actually occurs, and Executive's Termination Date shall be deemed his contributions leading up to have occurred immediately following the Change of Control. Notwithstanding Such lump sum payment shall be reduced by the preceding sentencegross amount of Severance Pay, if any, received by the Executive pursuant to Section 5 of this Agreement prior to the date of payment under this Section 11. For purposes of determining severance pursuant to this Section 11(a), the Total Cash Compensation shall be calculated based on the Executive’s current Base Salary as of the effective date of his termination (without giving effect to any reduction in Base Salary which gave rise to the event of any such Good Reason termination, Executive if applicable), and the full Target Annual Bonus for the relevant year. This severance pay shall continue to receive be paid no later than thirty (30) days after the effective date of the Change of Control or, if later, the Change of Control Position Modification, except as otherwise specified under Section 11(c). In addition, vesting in all of Executive's Base Salary at the annual rate in effect ’s unvested Award Shares shall be accelerated such that Executive’s then-unvested Award Shares shall become vested immediately prior to the effective date of Executive’s termination, subject to the terms and conditions of the applicable Plan and other agreements. In addition, to the extent that the Executive qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Company shall pay the COBRA premiums until the earlier of (A) such termination time as the Executive obtains alternative employment and becomes eligible for health insurance through his new employer and (but not less than the annual rate in effect on B) eighteen (18) months following the date of his termination. The severance provisions under this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date of the anticipated Change of Control, provided, however that such Base Salary and Bonus continuation Section 11 shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that would have resulted in the anticipated Change of Control terminates, whichever is applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 14supersede, and shall indicate the specific termination provision hereunder relied uponnot be in duplication of, the relevant facts and circumstances and the Termination Dateseverance provisions contained in Section 5(e), except as otherwise specified under Section 11(c).

Change of Control Benefits. (i) If Executive's employment with the Company and its Subsidiaries is terminated at any time within the two three years following a Change of Control by the Company and any of its Subsidiaries without Cause Cause, or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "Termination Date"), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive's execution of a general release in favor of the Company substantially in the form attached hereto as Exhibit A (the "Release"), the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's employment by the Company and any of its Subsidiaries is terminated prior to a Change of Control by the Company and any (i) at the request of its Subsidiaries without Cause a party (other than the Company or SCL) involved in the Change of Control or (ii) otherwise in connection with or in anticipation of a Change of ControlControl that subsequently occurs, Executive shall be entitled to the benefits provided hereafter in Sections this Section 3 and 4 and as otherwise set forth in this Agreement, but only if an anticipated Change of Control actually occurs, and Executive's Termination Date shall be deemed to have occurred immediately following the Change of Control. Notwithstanding the preceding sentenceforegoing, in the event there is another agreement (e.g. an employment agreement) between the Company and Executive in effect upon the Termination Date, which agreement by its terms provides for termination payments or benefits, under the applicable circumstances (whether or not in connection with a change of control), that are greater than the applicable payments and benefits provided in any of subsections (a) through (g) of this 2 2 Section 3 (the "Other Benefits"), then Executive shall receive the Other Benefits in lieu of any payments or benefits under such terminationsubsection. For example, if Executive shall continue to receive Executive's Base Salary at is covered by an employment agreement that provides for a higher amount of cash severance, in the annual rate event Executive is terminated by the Company without Cause, than that provided by Section 3(a) hereof, such higher amount of cash severance would be payable in effect immediately prior to such termination (but not less than the annual rate in effect on the date of this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date lieu of the anticipated Change of Controlcash severance set forth in Section 3(a), provided, however that such Base Salary but the payments and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that benefits set forth in Section 3(b) through (g) would have resulted in the anticipated Change of Control terminates, whichever is remain applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 1412, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination Date.

Change of Control Benefits. (i) If Executive's employment with the Company and its Subsidiaries is terminated at any time within the two three years following a Change of Control by the Company and any of its Subsidiaries without Cause Cause, or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "Termination Date"), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive's execution of a general release in favor of the Company substantially in the form attached hereto as Exhibit A (the "Release"), the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's employment by the Company and any of its Subsidiaries is terminated prior to a Change of Control by the Company and any (i) at the request of its Subsidiaries without Cause a party (other than the Company or SCL) involved in the Change of Control or (ii) otherwise in connection with or in anticipation of a Change of ControlControl that subsequently occurs, Executive shall be entitled to the benefits provided hereafter in Sections this Section 3 and 4 and as otherwise set forth in this Agreement, but only if an anticipated Change of Control actually occurs, and Executive's Termination Date shall be deemed to have occurred immediately following the Change of Control. Notwithstanding the preceding sentenceforegoing, in the event there is another agreement (e.g. an employment agreement) between the Company and Executive in effect upon the Termination Date, which agreement by its terms provides for termination payments or benefits, under the applicable circumstances (whether or not in connection with a change of control), that are greater than the applicable payments and benefits provided in any of subsections (a) through (g) of this Section 3 (the "Other Benefits"), then Executive shall receive the Other Benefits in lieu of any payments or benefits under such terminationsubsection. For 2 -2 example, if Executive shall continue to receive Executive's Base Salary at is covered by an employment agreement that provides for a higher amount of cash severance, in the annual rate event Executive is terminated by the Company without Cause, than that provided by Section 3(a) hereof, such higher amount of cash severance would be payable in effect immediately prior to such termination (but not less than the annual rate in effect on the date of this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date lieu of the anticipated Change of Controlcash severance set forth in Section 3(a), provided, however that such Base Salary but the payments and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that benefits set forth in Section 3(b) through (g) would have resulted in the anticipated Change of Control terminates, whichever is remain applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 1412, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination Date.

Change of Control Benefits. If, within twelve (i12) If months following a Change of Control, Executive's ’s employment with the Company and its Subsidiaries is terminated at for a reason other than (i) Cause, (ii) Executive becoming Disabled or (iii) Executive’s death, or if the Executive terminates his employment with the Company for Good Reason, then, subject to Executive’s compliance with the provisions in Section 5(e), Executive will be entitled to receive the severance payments and benefits set forth in Section 5(a) and the post retiree medical benefit provided under Section 4(c); provided, however Executive shall receive two (2.0) times his Base Salary as then in effect rather than one-half (1 1/2) times his Base Salary and immediate 100% acceleration of any time unvested options or awards, rather than continued vesting over the severance period. In addition, if Executive becomes subject to the excise tax applicable to excess parachute payments under Section 4999 of the Code, then the Company (or its successor) will reimburse Executive for up to $4,000,000 of that tax. The reimbursements required by this Section 5(c) shall be paid to Executive, or for his benefit, within the two years fifteen (15) days following a Change of Control receipt by the Company and of the report of the accounting firm described below; provided however that in any event any such payment shall be made not later than (i) the end of its Subsidiaries without Cause the calendar year following the year in which the amount of taxes owed are remitted to the applicable tax authority, or (ii) in the case of a tax audit or litigation in connection with the applicability of or calculation of tax amounts owing under Sections 280G or 4999 of the Code, the end of the calendar year following the year in which the audit or litigation is completed. The accounting firm engaged by Executive the Company for Good Reason (general audit purposes as of the day prior to the effective date of either such termination hereafter referred to as the "Termination Date"), Executive Change of Control shall be entitled to, and perform the Company shall be required to provide, subject to Executive's execution of a general release in favor of the Company substantially in the form attached hereto as Exhibit A (the "Release"), the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreementforegoing calculations. If Executive's employment the accounting firm so engaged by the Company and any of its Subsidiaries is terminated prior to a Change of Control by also serving as accountant or auditor for the individual, entity or group which will control the Company and any of its Subsidiaries without Cause in connection with or in anticipation upon the occurrence of a Change of Control, the Company shall appoint a nationally recognized accounting firm other than the accounting firm engaged by the Company for general audit purposes to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within thirty calendar days after the date on which such accounting firm has been engaged to make such determinations or such other time as requested by the Company or Executive. If the accounting firm determines that no excise tax is payable with respect to any payments, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no excise tax will be imposed with respect to such payments. Any good faith determinations of the accounting firm made hereunder shall be entitled to the benefits provided hereafter in Sections 3 and 4 and as otherwise set forth in this Agreementfinal, but only if an anticipated Change of Control actually occursbinding, and conclusive upon the Company and Executive's Termination Date shall be deemed to have occurred immediately following . For the Change avoidance of Control. Notwithstanding the preceding sentencedoubt, in the event of the Executive’s actual payment of a Section 4999 excise tax, he shall in any event be entitled to reimbursement pursuant to this Section 5(c) to the extent the amount of such termination, Executive shall continue to receive Executive's Base Salary at tax exceeds the annual rate in effect immediately prior to such termination (but not less than excise tax amount previously determined by the annual rate in effect on the date of this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date of the anticipated Change of Control, provided, however that such Base Salary and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that would have resulted in the anticipated Change of Control terminates, whichever is applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 14, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination Dateaccounting firm.

Change of Control Benefits. (i) If Executive's ’s employment with the Company and its Subsidiaries is terminated at any time upon or within the two years twelve (12) months immediately following a Change of Control by the Company and any of its Subsidiaries without Cause or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "“Termination Date"”), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive's ’s execution of a an effective general release (i.e., not revoked) in favor of the Company substantially in the form attached hereto as Exhibit A (the "“Release"”), within twenty-one (21) days, or if required for an effective release, forty-five (45) days, following the Termination Date, the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's ’s employment by the Company and any of its Subsidiaries is terminated within sixty (60) days prior to a Change of Control by the Company and any of its Subsidiaries without Cause in connection with or in anticipation of a such Change of ControlControl at the request of, or upon the initiative of, the buyer in the Change of Control transaction (an “Anticipatory Termination”), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive’s execution of the Release, within twenty-one (21) days, or if required for an effective release, forty-five (45) days, following the Termination Date, the benefits provided hereafter in Sections Section 3 and 4 and as otherwise set forth in this Agreement, Agreement (but only if an anticipated Change of Control actually occurs, occurs during the Term) and Executive's ’s Termination Date shall be deemed to have occurred immediately following the Change of Control. Notwithstanding If Executive is terminated for any other reason (e.g., for Cause, due to death or Total Disability, or resignation without Good Reason), the preceding sentence, in the event of Company shall have no obligation to make any such termination, Executive shall continue to receive Executive's Base Salary at the annual rate in effect immediately prior to such termination (but not less than the annual rate in effect on the date of payments under this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date of the anticipated Change of Control, provided, however that such Base Salary and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that would have resulted in the anticipated Change of Control terminates, whichever is applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 1410, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination Date.

Change of Control Benefits. The Executive has entered into that certain Amended and Restated Change of Control Agreement that is to become effective as of January 1, 2009 (the “CoC Agreement”). If the Company were to terminate the CoC Agreement, and if a “Change of Control” (as that term is defined in the CoC Agreement) were to thereafter occur, and if a separation from service described in Section 5.2 were to occur upon or within three years after such Change of Control then: (i) If the sum of the severance benefit under Section 5.2(iii) of this Agreement and any other severance paid or provided to Executive shall be 2.99 times the sum of (1) Executive's ’s Base Salary, plus (2) the greater of (x) the highest annual cash bonus paid to Executive for the three (3) full fiscal years of the Company preceding the fiscal year in which the Change of Control occurs, or (y) two times Executive’s Base Salary for the fiscal year in which the Change of Control occurs. Executive’s Base Salary for purposes of item (1) in the preceding sentence shall be Executive’s highest Base Salary as of or after the Change of Control, and (ii) Executive will be entitled to a “Tax Gross Up.” “Tax Gross Up” means an additional amount (the “Additional Payment”) such that the net amount retained by the Executive after deduction of any Excise Tax and Expenses (as defined below), and any federal, state and local income tax, employment tax and Excise Tax and Expenses imposed upon the Additional Payment, shall be equal to the sum of the payments, distributions or benefits to be paid to or for the benefit of Executive pursuant to this Agreement or otherwise. The term “Excise Tax and Expenses” means the Excise Tax and Expenses imposed under Section 4999 of the Code, together with any interest or penalties imposed with respect to such Excise Tax and Expenses. Notwithstanding the foregoing, provided the Company complies with Section 5.6, the Additional Payment shall not include any taxes imposed under Code Sections 409A(a)(1)(B) and 409A(b)(5). All Tax Gross Up determinations shall be made by an independent registered public accounting firm selected by the Company immediately prior to the Change of Control (the “Accounting Firm”), which shall provide its determinations and any supporting calculations both to the Company and its Subsidiaries is terminated at any time Executive within ten (10) days of the two years following a Change of Control Control. Any such determination by the Accounting Firm shall be binding upon the Company and any the Executive. The Company shall pay the applicable Additional Payment as and when the Excise Tax and Expenses is incurred, subject to Section 4.5. The Additional Payment shall be paid in accordance with Section 409A of its Subsidiaries without Cause or the Code, to the extent applicable. If the amount of an Additional Payment cannot be fully determined by Executive for Good Reason the date on which an amount becomes subject to the Excise Tax and Expenses (the effective date of either such termination hereafter referred to as the "Termination “Payment Date"”), Executive the Company shall be entitled topay to the Employee by the Payment Date an estimate of such Additional Payment, as determined by the Accounting Firm, and the Company shall pay to the Employee (or the Employee shall pay to the Company) any difference between the estimated payment and the actual Additional Payment due hereunder (if any) as soon as the amount can be required determined, but in no event later than twenty (20) days before Employee is obligated to provide, subject to Executive's execution of a general release in favor remit the Excise Tax and Expenses. All of the Company substantially fees and expenses of the Accounting Firm in performing the form attached hereto as Exhibit A (the "Release"), the payments and benefits provided hereafter determinations referred to in this Section 3 and as set forth in this Agreement. If Executive's employment shall be borne solely by the Company. The Company agrees to indemnify and hold harmless the Accounting Firm of and from any of and all claims, damages and expenses resulting from or relating to its Subsidiaries is terminated prior determinations pursuant to a Change of Control by this Section, except for claims, damages or expenses resulting from the Company and any of its Subsidiaries without Cause in connection with gross negligence or in anticipation of a Change of Control, Executive shall be entitled to the benefits provided hereafter in Sections 3 and 4 and as otherwise set forth in this Agreement, but only if an anticipated Change of Control actually occurs, and Executive's Termination Date shall be deemed to have occurred immediately following the Change of Control. Notwithstanding the preceding sentence, in the event of any such termination, Executive shall continue to receive Executive's Base Salary at the annual rate in effect immediately prior to such termination (but not less than the annual rate in effect on the date of this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date willful misconduct of the anticipated Change of Control, provided, however that such Base Salary and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that would have resulted in the anticipated Change of Control terminates, whichever is applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 14, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination DateAccounting Firm.

Change of Control Benefits. (i) If Executive's employment with the Company and its Subsidiaries is terminated at any time within the two three years following a Change of Control by the Company and any of its Subsidiaries without Cause Cause, or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "Termination Date"), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive's execution of a general release in favor of the Company substantially in the form attached hereto as Exhibit A (the "Release"), the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's employment by the Company and any of its Subsidiaries is terminated prior to a Change of Control by the Company and any (i) at the request of its Subsidiaries without Cause a party (other than the Company or SCL) involved in the Change of Control or (ii) otherwise in connection with or in anticipation of a Change of ControlControl that subsequently occurs, Executive shall be entitled to the benefits provided hereafter in Sections this Section 3 and 4 and as otherwise set forth in this Agreement, but only if an anticipated Change of Control actually occurs, and Executive's Termination Date shall be deemed to have occurred immediately following the Change of Control. Notwithstanding the preceding sentenceforegoing, in the event there is another agreement (e.g. an employment agreement) between the Company and Executive in effect upon the Termination Date, which agreement by its terms provides for termination payments on benefits, under the applicable circumstances (whether or not in connection with a change of control), that are greater than the applicable payments and benefits provided in any of subsections (a) through (g) of this 2 Section 3 (the "Other Benefits"), then Executive shall receive the Other Benefits in lieu of any payments or benefits under such terminationsubsection. For example, if Executive shall continue to receive Executive's Base Salary at is covered by an employment agreement that provides for a higher amount of cash severance, in the annual rate event Executive is terminated by the Company without Cause, than that provided by Section 3(a) hereof, such higher amount of cash severance would be payable in effect immediately prior to such termination (but not less than the annual rate in effect on the date of this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date lieu of the anticipated Change of Controlcash severance set forth in Section 3(a), provided, however that such Base Salary but the payments and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that benefits set forth in Section 3(b) through (g) would have resulted in the anticipated Change of Control terminates, whichever is remain applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 1412, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination Date.

Change of Control Benefits. (i) If Executive's ’s employment with the Company and its Subsidiaries is terminated at any time upon or within the two years twenty-four (24) months immediately following a Change of Control by the Company and any of its Subsidiaries without Cause or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "“Termination Date"”), Executive shall be entitled to, and Holdings and the Company shall be required to provide, subject to Executive's ’s execution of a an effective general release (i.e., not revoked) in favor of Holdings and the Company substantially in the form attached hereto as Exhibit A (the "“Release")”) and the Executive’s compliance with the restrictive covenants attached hereto as Exhibit B, the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's ’s employment by the Company and any of its Subsidiaries is terminated within ninety (90) days prior to a Change of Control by the Company and any of its Subsidiaries without Cause in connection with or in anticipation of a such Change of ControlControl at the request of, or upon the initiative of, the buyer in the Change of Control transaction (an “Anticipatory Termination”), Executive shall be entitled to, and Holdings and the Company shall be required to provide, subject to Executive’s execution of the Release, the benefits provided hereafter in Sections this Section 3 and 4 and as otherwise set forth in this Agreement, Agreement (but only if an anticipated Change of Control actually occurs, occurs during the Term) and Executive's ’s Termination Date shall be deemed to have occurred immediately following the Change of Control. Notwithstanding If Executive is terminated for any other reason (e.g., for Cause, due to death or Total Disability, or resignation without Good Reason), the preceding sentence, in the event of Company shall have no obligation to make any such termination, Executive shall continue to receive Executive's Base Salary at the annual rate in effect immediately prior to such termination (but not less than the annual rate in effect on the date of payments under this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date of the anticipated Change of Control, provided, however that such Base Salary and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that would have resulted in the anticipated Change of Control terminates, whichever is applicable. Notice of termination without Cause or resignation for Good Reason shall be given in accordance with Section 1410, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination Date.

Change of Control Benefits. (i) If Executive's ’s employment with the Company and its Subsidiaries is terminated at any time within the two years following a Change of Control by the Company and any of its Subsidiaries without Cause or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "“Termination Date"”), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive's ’s compliance with all provisions of this Agreement (including, but not limited to, Section 6 hereof) and execution of a general release in favor of the Company substantially in that is reasonably acceptable to the form attached hereto as Exhibit A Company (the "“Release"”) within thirty (30) days following the Terminate Date (which Release is not revoked by Executive), the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's ’s employment by the Company and any of its Subsidiaries is terminated prior to a Change of Control by the Company and any of its Subsidiaries without Cause in connection with or in anticipation of a such Change of ControlControl at the request of, or upon the initiative of, the buyer in the Change of Control transaction (an “Anticipatory Termination”), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive’s execution of the Release within thirty (30) days following the Termination Date, the benefits provided hereafter in Sections this Section 3 and 4 and as otherwise set forth in this Agreement, Agreement (but only if an anticipated Change of Control actually occurs, occurs during the Term) and Executive's ’s Termination Date shall be deemed to have occurred immediately following the Change of Control. Notwithstanding the preceding sentence, in the event of any such termination, Executive shall continue to receive Executive's Base Salary at the annual rate in effect immediately prior to such termination (but not less than the annual rate in effect on the date of this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date of the anticipated Change of Control, provided, however that such Base Salary and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that would have resulted in the anticipated Change of Control terminates, whichever is applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 1412, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination Date.