Common use of Change of Control Benefits Clause in Contracts

Change of Control Benefits. Subject to the provisions of Section 6.4(d), if a Change of Control has occurred and the Employee’s employment was terminated by the Company without Cause, or by the Employee for Good Reason as defined in Section 5.3(d), during the period beginning six (6) months prior to the Change of Control and ending twenty-four (24) months following the Change of Control (an “Eligible Termination”), then in lieu of the Severance Benefits under Section 6.4(a), the Employee will be entitled to benefits (the “Change of Control Benefits”) with respect to an Eligible Termination, as follows: (i) Amounts identical to those set forth in Sections 6.4(a)(i)-(iii) except that the amount described in Section 6.4(a)(iii) will be equal to one and one-half (1.5) times the Employee’s annual Base Salary at the highest rate in effect at any time during the thirty-six (36) month period immediately preceding the Termination Date; provided, however, that if the Termination Date preceded the Change of Control, then the Change of Control Benefits outlined in Sections 6.4(a)(ii) and (a)(iii) will be payable within the later of thirty (30) days following the Termination Date and thirty (30) days following the Change of Control. (ii) The Company will pay the same COBRA Coverage described in Sections 6.4(a)(v). Notwithstanding the foregoing, the benefits described in this Section 6.4(b)(ii) shall be discontinued by the Company prior to the end of the period provided in this subsection (ii) if Employee receives substantially similar benefits from a subsequent employer. (iii) All stock appreciation rights and other incentive awards held by the Employee will become fully vested and immediately exercisable and all restrictions on any restricted stock held by the Employee will be removed (other than as may be required under applicable securities laws). The foregoing notwithstanding, if the Termination Date preceded the Change of Control, the amount of Severance Benefits to which the Employee will be entitled will be the difference between the Severance Benefits already paid to the Employee, if any, under Section 6.4(a) and the Severance Benefits to be paid under this Section 6.4(b).

Change of Control Benefits. Subject to the provisions of Section 6.4(d), if a Change of Control has occurred and the Employee’s employment was terminated by the Company without Cause, or by the Employee for Good Reason as defined in Section 5.3(d), during the period beginning six (6) months prior to the Change of Control and ending twenty-four (24) months two years following the Change of Control (an “Eligible Termination”), then in lieu of the Severance Benefits under Section 6.4(a), the Employee will be entitled to benefits (the “Change of Control Benefits”) with respect to an Eligible Termination, as follows: (i) Amounts identical to those set forth in Sections 6.4(a)(i)-(iii6.4(a)(i) and 6.4(a)(ii), except that the amount described in Section 6.4(a)(iii6.4(a)(ii) will be equal to one two and one-a half times the sum of (1.5A) times the Employee’s annual Base Salary at the highest rate in effect at any time during the thirty36-six (36) month period immediately preceding the Termination Date, plus (B) the highest Annual Bonus that the Employee was paid in the 36 months immediately preceding the Change of Control, payable in a single lump sum within 30 days following the Termination Date; provided, however, that if the Termination Date preceded the Change of Control, then the Change of Control Benefits outlined in Sections 6.4(a)(ii) and (a)(iii) will be payable within the later of thirty (30) 30 days following the Termination Date and thirty (30) 30 days following the Change of Control.; (ii) The Company will pay the same COBRA Coverage described in Sections 6.4(a)(vSection 6.4(a)(iii) for a period of 18 months, and the term of the Medical Benefits following the Benefit Measurement Date, with respect to both the Employee’s right to participate in a health insurance policy as set forth in Section 6.4(a)(iii) and the Company’s Medical Reimbursement obligation as set forth in Section 6.4(a)(iv), shall be the same. Notwithstanding the foregoing, the benefits described in this Section 6.4(b)(ii) shall may be discontinued by the Company prior to the end of the period provided in this subsection (ii) if to the extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employer. (iii) All stock appreciation rights and other of the Employee’s granted but unvested long-term incentive awards held by shall immediately vest and any related restrictions shall be waived; provided, however, that any unvested Appreciation Profits Interests will only vest to the Employee will become fully vested and immediately exercisable and all restrictions extent the applicable performance condition is satisfied (A) on any restricted stock held by the Employee will be removed Termination Date, or (other than as may be required under applicable securities laws)B) within (x) six months following the Termination Date, if the Termination Date occurs prior to the first anniversary of the Emergence Date, or (y) 120 days following the Termination Date, if the Termination Date occurs after the first anniversary of the Emergence Date. The foregoing notwithstanding, if the Termination Date preceded the Change of Control, the amount of Severance Benefits to which the Employee will be entitled will be the difference between the Severance Benefits already paid to the Employee, if any, under Section 6.4(a) and the Severance Benefits to be paid under this Section 6.4(b).

Change of Control Benefits. Subject to the provisions of Section 6.4(d), if a Change of Control has occurred and the Employee’s employment was terminated by the Company without Cause, or by the Employee for Good Reason as defined in Section 5.3(d), during the period beginning six (6) months prior to the Change of Control and ending twenty-four (24) months two years following the Change of Control (an “Eligible Termination”), then in lieu of the Severance Benefits under Section 6.4(a), the Employee will be entitled to benefits (the “Change of Control Benefits”) with respect to an Eligible Termination, as follows: (i) Amounts identical to those set forth in Sections 6.4(a)(i)-(iii6.4(a)(i) and 6.4(a)(ii), except that the amount described in Section 6.4(a)(iii6.4(a)(ii) will be equal to one and one-half two times the sum of (1.5A) times the Employee’s annual Base Salary at the highest rate in effect at any time during the thirty36-six (36) month period immediately preceding the Termination Date, plus (B) the Deemed Full Year Bonus Amount, payable in a single lump sum within 30 days following the Termination Date; provided, however, that if the Termination Date preceded the Change of Control, then the Change of Control Benefits outlined in Sections 6.4(a)(ii) and (a)(iii) will be payable within the later of thirty (30) 30 days following the Termination Date and thirty (30) 30 days following the Change of Control.; (ii) The Company will pay the same COBRA Coverage described in Sections 6.4(a)(vSection 6.4(a)(iii) for a period of 18 months, and the term of the Medical Benefits following the Benefit Measurement Date, with respect to both the Employee’s right to participate in a health insurance policy as set forth in Section 6.4(a)(iii) and the Company’s Medical Reimbursement obligation as set forth in Section 6.4(a)(iv), shall be the same. Notwithstanding the foregoing, the benefits described in this Section 6.4(b)(ii) shall may be discontinued by the Company prior to the end of the period provided in this subsection (ii) if to the extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employer. (iii) All stock appreciation rights and other of the Employee’s granted but unvested long-term incentive awards held by shall immediately vest and any related restrictions shall be waived; provided, however, that any unvested Appreciation Profits Interests will only vest to the Employee will become fully vested and immediately exercisable and all restrictions extent the applicable performance condition is satisfied (A) on any restricted stock held by the Employee will be removed Termination Date, or (other than as may be required under applicable securities laws)B) within (x) six months following the Termination Date, if the Termination Date occurs prior to the first anniversary of the Emergence Date, or (y) 120 days following the Termination Date, if the Termination Date occurs after the first anniversary of the Emergence Date. The foregoing notwithstanding, if the Termination Date preceded the Change of Control, the amount of Severance Benefits to which the Employee will be entitled will be the difference between the Severance Benefits already paid to the Employee, if any, under Section 6.4(a) and the Severance Benefits to be paid under this Section 6.4(b).

Change of Control Benefits. Subject to the provisions of Section 6.4(d), if a Change of Control has occurred and the Employee’s employment was terminated by the Company without Cause, or by the Employee for Good Reason as defined in Section 5.3(d), during the period beginning six (6) months prior to the Change of Control and ending twenty-four (24) months two years following the Change of Control (an “Eligible Termination”), then in lieu of the Severance Benefits under Section 6.4(a), the Employee will be entitled to benefits (the “Change of Control Benefits”) with respect to an Eligible Termination, as follows: (i) Amounts identical to those set forth in Sections 6.4(a)(i)-(iii6.4(a)(i) and 6.4(a)(ii), except that the amount described in Section 6.4(a)(iii6.4(a)(ii) will be equal to one and one-half three times the sum of (1.5A) times the Employee’s annual Base Salary at the highest rate in effect at any time during the thirty36-six (36) month period immediately preceding the Termination Date, plus (B) the highest Annual Bonus that the Employee was paid in the 36 months immediately preceding the Change of Control, payable in a single lump sum within 30 days following the Termination Date; provided, however, that if the Termination Date preceded the Change of Control, then the Change of Control Benefits outlined in Sections 6.4(a)(ii) and (a)(iii) will be payable within the later of thirty (30) 30 days following the Termination Date and thirty (30) 30 days following the Change of Control.; (ii) The Company will pay the same COBRA Coverage described in Sections 6.4(a)(vSection 6.4(a)(iii), except that the term of the Medical Benefits following the Benefit Measurement Date, with respect to both the Employee’s right to participate in a health insurance policy as set forth in Section 6.4(a)(iii) and the Company’s Medical Reimbursement obligation as set forth in Section 6.4(a)(iv), shall be 18 months instead of six months. Notwithstanding the foregoing, the benefits described in this Section 6.4(b)(ii) shall may be discontinued by the Company prior to the end of the period provided in this subsection (ii) if to the extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employer. (iii) All stock appreciation rights and other of the Employee’s granted but unvested long-term incentive awards held by shall immediately vest and any related restrictions shall be waived; provided, however, that any unvested Appreciation Profits Interests will only vest to the Employee will become fully vested and immediately exercisable and all restrictions extent the applicable performance condition is satisfied (A) on any restricted stock held by the Employee will be removed Termination Date, or (other than as may be required under applicable securities laws)B) within (x) six months following the Termination Date, if the Termination Date occurs prior to the first anniversary of the Emergence Date, or (y) 120 days following the Termination Date, if the Termination Date occurs after the first anniversary of the Emergence Date. The foregoing notwithstanding, if the Termination Date preceded the Change of Control, the amount of Severance Benefits to which the Employee will be entitled will be the difference between the Severance Benefits already paid to the Employee, if any, under Section 6.4(a) and the Severance Benefits to be paid under this Section 6.4(b).

Change of Control Benefits. Subject If within twelve (12) months following a “Change of Control” (as defined below) (i) Executive terminates Executive’s employment with the Company for Good Reason after providing the Company with written notice within the ninety (90) days after the occurrence of an event constituting Good Reason and an opportunity for the Company to cure such occurrence of not less than thirty (30) days, or (ii) the Company or the successor corporation terminates Executive’s employment with the Company for other than Cause, death or disability, then Executive shall be entitled to receive the benefits provided for in subsection (a) above, except that (A) the amount of the cash payments provided for in (a)(i) above shall be replaced by a cash payment equal to two times the sum of (x) the greater of Executive’s Base Salary as in effect immediately prior to the provisions date of Section 6.4(d), if a the Company’s entering into an agreement providing for such Change of Control has occurred and the Employee’s employment was terminated by the Company without Cause(or, or by the Employee for Good Reason as defined in Section 5.3(d)if no such agreement is entered into, during the period beginning six (6) months immediately prior to the Change of Control), or Executive’s Base Salary as in effect at the time of Executive’s termination after the date of the Change of Control, and (y) the greater of Executive’s target bonus as most recently established by the Board or Compensation Committee prior to the date of the Company’s entering into an agreement providing for such Change of Control (or, if no such agreement is entered into, prior to the date of the Change of Control), or Executive’s target bonus as in effect at the time of Executive’s termination after the date of the Change of Control; and ending (B) the reference in subsection (a)(iii)(x) to “twelve (12) months” shall for this purpose be “twenty-four (24) months following months”. Executive shall only be permitted to receive the Change of Control benefits provided for in subsection (an “Eligible Termination”), then in lieu of the Severance Benefits a) once and shall not be permitted to claim such benefits under Section 6.4(a), the Employee will be entitled to benefits both subsection (the “Change of Control Benefits”) with respect to an Eligible Termination, as follows: (i) Amounts identical to those set forth in Sections 6.4(a)(i)-(iii) except that the amount described in Section 6.4(a)(iii) will be equal to one and one-half (1.5) times the Employee’s annual Base Salary at the highest rate in effect at any time during the thirty-six (36) month period immediately preceding the Termination Date; provided, however, that if the Termination Date preceded the Change of Control, then the Change of Control Benefits outlined in Sections 6.4(a)(iia) and (a)(iiic) will be payable within the later of thirty (30) days following the Termination Date and thirty (30) days following the Change of Control. (ii) The Company will pay the same COBRA Coverage described in Sections 6.4(a)(v). Notwithstanding the foregoing, such that Executive would receive the benefits described in this Section 6.4(b)(ii) shall be discontinued by the Company prior pursuant to the end of the period provided in this subsection (iia) if Employee receives substantially similar benefits from a subsequent employertwice. (iii) All stock appreciation rights and other incentive awards held by the Employee will become fully vested and immediately exercisable and all restrictions on any restricted stock held by the Employee will be removed (other than as may be required under applicable securities laws). The foregoing notwithstanding, if the Termination Date preceded the Change of Control, the amount of Severance Benefits to which the Employee will be entitled will be the difference between the Severance Benefits already paid to the Employee, if any, under Section 6.4(a) and the Severance Benefits to be paid under this Section 6.4(b).

Change of Control Benefits. Subject to the provisions of Section 6.4(d6.4(c)(v), if a Change of Control has occurred and the Employee’s employment was terminated by the Company without Cause, or by the Employee for Good Reason as defined in Section 5.3(d), during the period beginning six (6) months prior to the Change of Control and ending twenty-four (24) months two years following the Change of Control (an “Eligible Termination”), then in lieu of the Severance Benefits under Section 6.4(a), the Employee will be entitled to benefits (the “Change of Control Benefits”) with respect to an Eligible Termination, as follows: (i) Amounts identical to those set forth in Sections 6.4(a)(i)-(iii6.4(a)(i) and 6.4(a)(ii), except that the amount described in Section 6.4(a)(iii6.4(a)(ii) will be equal to one and one-half three times the sum of (1.5A) times the Employee’s annual Base Salary at the highest rate in effect at any time during the thirty36-six (36) month period immediately preceding the Termination Date, plus (B) the highest Annual Bonus that the Employee was paid in the 36 months immediately preceding the Change of Control, payable in a single lump sum within 30 days following the Termination Date; provided, however, that if the Termination Date preceded the Change of Control, then the Change of Control Benefits outlined in Sections 6.4(a)(ii) and (a)(iii) will be payable within the later of thirty (30) 30 days following the Termination Date and thirty (30) 30 days following the Change of Control.; (ii) The Company will pay the same COBRA Coverage described in Sections 6.4(a)(vSection 6.4(a)(iii), except that the term of the Medical Benefits following the Benefit Measurement Date, with respect to both the Employee’s right to participate in a health insurance policy as set forth in Section 6.4(a)(iii) and the Company’s Medical Reimbursement obligation as set forth in Section 6.4(a)(iv), shall be 18 months instead of six months. Notwithstanding the foregoing, the benefits described in this Section 6.4(b)(ii) shall may be discontinued by the Company prior to the end of the period provided in this subsection (ii) if to the extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employer. (iii) All stock appreciation rights and other of the Employee’s granted but unvested long-term incentive awards held by shall immediately vest and any related restrictions shall be waived; provided, however, that any unvested Appreciation Profits Interests will only vest to the Employee will become fully vested and immediately exercisable and all restrictions extent the applicable performance condition is satisfied (A) on any restricted stock held by the Employee will be removed Termination Date, or (other than as may be required under applicable securities laws)B) within (x) six months following the Termination Date, if the Termination Date occurs prior to the first anniversary of the Emergence Date, or (y) 120 days following the Termination Date, if the Termination Date occurs after the first anniversary of the Emergence Date. The foregoing notwithstanding, if the Termination Date preceded the Change of Control, the amount of Severance Benefits to which the Employee will be entitled will be the difference between the Severance Benefits already paid to the Employee, if any, under Section 6.4(a) and the Severance Benefits to be paid under this Section 6.4(b).

Change of Control Benefits. Subject to the provisions of Section 6.4(d), if a Change of Control has occurred and the Employee’s employment was terminated by the Company without Cause, or by the Employee for Good Reason as defined in Section 5.3(d), during the period beginning six (6) months prior to the Change of Control and ending twenty-four (24) months two years following the Change of Control (an “Eligible Termination”), then in lieu of the Severance Benefits under Section 6.4(a), the Employee will be entitled to benefits (the “Change of Control Benefits”) with respect to an Eligible Termination, as follows: (i) Amounts identical to those set forth in Sections 6.4(a)(i)-(iii6.4(a)(i) and 6.4(a)(ii), except that the amount described in Section 6.4(a)(iii6.4(a)(ii) will be equal to one [two][two and one-half a half]6 times the sum of (1.5A) times the Employee’s annual Base Salary at the highest rate in effect at any time during the thirty36-six (36) month period immediately preceding the Termination Date, plus (B) [the Deemed Full Year Bonus Amount][the highest Annual Bonus that the Employee was paid in the 36 months immediately preceding the Change of Control]7, payable in a single lump sum within 30 days following the Termination Date; provided, however, that if the Termination Date preceded the Change of Control, then the Change of Control Benefits outlined in Sections 6.4(a)(ii) and (a)(iii) will be payable within the later of thirty (30) 30 days following the Termination Date and thirty (30) 30 days following the Change of Control.; (ii) The Company will pay the same COBRA Coverage described in Sections 6.4(a)(vSection 6.4(a)(iii) for a period of 18 months, and the term of the Medical Benefits following the Benefit Measurement Date, with respect to both the Employee’s right to participate in a health insurance policy as set forth in Section 6.4(a)(iii) and the Company’s Medical Reimbursement obligation as set forth in Section 6.4(a)(iv), shall be the same. Notwithstanding the foregoing, the benefits described in this Section 6.4(b)(ii) shall may be discontinued by the Company prior to the end of the period provided in this subsection (ii) if to the extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employer. (iii) All stock appreciation rights and other of the Employee’s granted but unvested long-term incentive awards held by shall immediately vest and any related restrictions shall be waived; provided, however, that any unvested Appreciation Profits Interests will only vest to the Employee will become fully vested and immediately exercisable and all restrictions extent the applicable performance condition is satisfied (A) on any restricted stock held by the Employee will be removed Termination Date, or (other than as may be required under applicable securities laws)B) within (x) six months following the Termination Date, if the Termination Date occurs prior to the first anniversary of the Emergence Date, or (y) 120 days following the Termination Date, if the Termination Date occurs after the first anniversary of the Emergence Date. The foregoing notwithstanding, if the Termination Date preceded the Change of Control, the amount of Severance Benefits to which the Employee will be entitled will be the difference between the Severance Benefits already paid to the Employee, if any, under Section 6.4(a) and the Severance Benefits to be paid under this Section 6.4(b).

Change of Control Benefits. Subject to the provisions of Section 6.4(d), if a Change of Control has occurred and the Employee’s employment was terminated by the Company without Cause, or by the Employee for Good Reason as defined in Section 5.3(d), during the period beginning six (6) months prior to the Change of Control and ending twenty-four eighteen (2418) months following the Change of Control (an “Eligible Termination”), then in lieu of the Severance Benefits under Section 6.4(a), the Employee will be entitled to benefits (the “Change of Control Benefits”) with respect to an Eligible Termination, as follows: (i) Amounts identical to those set forth in Sections 6.4(a)(i)-(iii6.4(a)(i) and (a)(ii) except that the amount described in Section 6.4(a)(iii6.4(a)(ii) will be equal to one and one-half two (1.52) times the sum of (A) the Employee’s annual Base Salary at the highest rate in effect at any time during the thirty-six (36) month period immediately preceding the Termination Date plus (B) the Employee’s target bonus for the year of the Termination Date; provided, however, that if the Termination Date preceded the Change of Control, then the Change of Control Benefits outlined in Sections 6.4(a)(ii) and (a)(iii) will be payable within the later of thirty (30) days following the Termination Date and thirty (30) days following the Change of Control. (ii) The Company will pay the same COBRA Coverage described in Sections 6.4(a)(v6.4(a)(iv) and (v). Notwithstanding the foregoing, the benefits described in this Section 6.4(b)(ii) shall may be discontinued by the Company prior to the end of the period provided in this subsection (ii) if to the extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employer. (iii) All stock appreciation rights and other incentive awards held by the Employee will become fully vested and immediately exercisable and all restrictions on any restricted stock held by the Employee will be removed (other than as may be required under applicable securities laws). The foregoing notwithstanding, if the Termination Date preceded the Change of Control, the amount of Severance Benefits to which the Employee will be entitled will be the difference between the Severance Benefits already paid to the Employee, if any, under Section 6.4(a) and the Severance Benefits to be paid under this Section 6.4(b).

Change of Control Benefits. Subject to (a) In the provisions event of Section 6.4(d), if a Change termination of Control has occurred and the Employee’s employment was terminated by the Company without Cause, other than for Cause or by in the Employee for Good Reason as defined in Section 5.3(d), event of Constructive Termination during the period beginning six twelve (6) months prior to the Change of Control and ending twenty-four (24) months following the Change of Control (an “Eligible Termination”), then in lieu of the Severance Benefits under Section 6.4(a), the Employee will be entitled to benefits (the “Change of Control Benefits”) with respect to an Eligible Termination, as follows: (i) Amounts identical to those set forth in Sections 6.4(a)(i)-(iii) except that the amount described in Section 6.4(a)(iii) will be equal to one and one-half (1.5) times the Employee’s annual Base Salary at the highest rate in effect at any time during the thirty-six (3612) month period immediately preceding after the Termination Date; provided, however, that if the Termination Date preceded the Change of Control, then the Change of Control Benefits outlined in Sections 6.4(a)(ii) and (a)(iii) will be payable within the later of thirty (30) days following the Termination Date and thirty (30) days following the Change of Control. (ii) The Company will pay the same COBRA Coverage described in Sections 6.4(a)(v). Notwithstanding the foregoing, the benefits described in this Section 6.4(b)(ii) shall be discontinued by the Company prior to the end effective date of the period provided in this subsection (ii) if Employee receives substantially similar benefits from a subsequent employer. (iii) All stock appreciation rights and other incentive awards held by the Employee will become fully vested and immediately exercisable and all restrictions on any restricted stock held by the Employee will be removed (other than as may be required under applicable securities laws). The foregoing notwithstanding, if the Termination Date preceded the Project Aurora Change of Control, the amount Employee shall be entitled to (i) immediate and full vesting of Severance Benefits to which all unvested Post-Closing RSU Payments, less applicable withholdings and deductions, as of the effective date of termination, and (ii) the consideration set forth in Section 4(c) above. (b) In the event of termination of the Employee will ‘s employment by the Company other than for Cause or in the event of Constructive Termination upon or during the twelve (12) month period after the effective date of a Change of Control (other than the Project Aurora Change of Control), the Employee shall be entitled will to (i ) immediate and full vesting of all of Employee’s outstanding and unvested Equity Awards as of the date of such termination, and (h) the consideration set forth in Section 4(c) above. (c) For the avoidance of doubt, in the event of a Change of Control occurring after the Amendment Effective Date but before February 5, 2017 and either a termination other than for Cause or a Constructive Termination occurring before February 5, 2017 (such that both Section 5(a) and Section 5(b) of the Agreement would apply), the Employee would not be entitled to duplication of any benefits provided under Section 4(c) of the difference between Agreement.” 5. References in the Severance Benefits already paid Existing Agreement or this Amendment to “this Agreement” or “the Agreement” shall refer to the EmployeeExisting Agreement as amended by this Amendment. 6. Except as expressly amended by this Amendment, if anythe Existing Agreement is hereby ratified in its entirety and shall remain in full force and effect. 7. This Amendment may be delivered via facsimile or electronic delivery (e,g., under Section 6.4(a.pdf) and the Severance Benefits to may be paid under this Section 6.4(b)executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

Change of Control Benefits. Subject to the provisions of Section 6.4(d), if a Change of Control has occurred and the Employee’s employment was terminated by the Company without Cause, or by the Employee for Good Reason as defined in Section 5.3(d), during the period beginning six (6) months prior to the Change of Control and ending twenty-four two (242) months years following the Change of Control (an “Eligible Termination”), then in lieu of the Severance Benefits under Section 6.4(a), the Employee will be entitled to benefits (the “Change of Control Benefits”) with respect to an Eligible Termination, as follows: (i) Amounts identical to those set forth in Sections 6.4(a)(i)-(iii6.4(a)(i) and (a)(ii) except that the amount described in Section 6.4(a)(iii6.4(a)(ii) will be equal to one two and one-a 040707, 000014, 102625676.2 half times the sum of (1.5A) times the Employee’s annual Base Salary at the highest rate in effect at any time during the thirty-six (36) month period immediately preceding the Termination Date plus (B) the highest Annual Bonus that the Employee was paid in the thirty-six (36) months immediately preceding the Change of Control, payable in a single lump sum within thirty (30) days following the Termination Date; provided, however, that if the Termination Date preceded the Change of Control, then the Change of Control Benefits outlined in Sections 6.4(a)(ii) and (a)(iii) will be payable within the later of thirty (30) days following the Termination Date and thirty (30) days following the Change of Control.; (ii) The Company will pay the same COBRA Coverage described in Sections 6.4(a)(vSection 6.4(a)(iii), except that the term of the Medical Benefits following the Benefit Measurement Date, with respect to both the Employee’s right to participate in a health insurance policy as set forth in Section 6.4(a)(iii) and the Company’s Medical Reimbursement obligation as set forth in Section 6.4(a)(iv), shall be twelve (12) months instead of six (6) months. Notwithstanding the foregoing, the benefits described in this Section 6.4(b)(ii) shall may be discontinued by the Company prior to the end of the period provided in this subsection (ii) if to the extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employer. (iii) All stock appreciation rights and other incentive awards held by the Employee will become fully vested and immediately exercisable and all restrictions on any restricted stock held by the Employee will be removed (other than as may be required under applicable securities laws). The foregoing notwithstanding, if the Termination Date preceded the Change of Control, the amount of Severance Benefits to which the Employee will be entitled will be the difference between the Severance Benefits already paid to the Employee, if any, under Section 6.4(a) and the Severance Benefits to be paid under this Section 6.4(b).

Change of Control Benefits. Subject A. In the event that: (i) Executive provides Notice of Good Reason at any time during the six month period prior to the provisions date of Section 6.4(d), if a Change of Control Control, or during the twelve (12) month period commencing on the date of a Change of Control, and Executive has occurred and a Separation from Service by reason of Executive’s voluntary termination of employment for Good Reason, or (ii) Executive has a Separation from Service by reason of the EmployeeCompany’s termination of Executive’s employment was terminated by the Company without Cause, or by the Employee other than for Good Reason as defined in Section 5.3(d), Cause during the six month period beginning six (6) months prior to the Change date of Control and ending twenty-four (24) months following the Change of Control (an “Eligible Termination”and such termination is at the request of the successor entity of such Change of Control, or is otherwise made in anticipation of the Change of Control), then in lieu or during the twelve (12) month period commencing on the date of the Severance Benefits Change of Control, then Executive shall receive the benefits from the Company as provided under Section 6.4(a)3.B. A portion of the benefits provided under Section 3.B and 3.C is deemed consideration for Executive’s covenants under Section 13. 2 For the agreement of the chief executive officer 3 For all the agreements of the executive officers, other than the Employee will chief executive officer 4 For all the agreements of non-executive key officers B. The benefits to be entitled to benefits (provided by the “Change Company in the event of Control Benefits”) with respect to an Eligible Termination, a Separation from Service covered by Section 3.A shall be as follows: (i) Amounts identical The Company shall pay to those set forth in Sections 6.4(a)(i)-(iiiExecutive when otherwise due Executive’s then effective base salary through the Date of Termination. (ii) except that the The Company shall pay to Executive an amount described in Section 6.4(a)(iii) will be equal to [two (2)]5 [one and one-a half (1.5) 1.5)]6 [one (1)]7 times the EmployeeExecutive’s annual Termination Base Salary at the highest rate Salary, payable in effect at any time during the thirty-six (36) month period immediately preceding the Termination Date; provided, however, that if the Termination Date preceded the Change of Control, then the Change of Control Benefits outlined in Sections 6.4(a)(ii) and (a)(iii) will be payable a lump sum within the later of thirty (30) days following the Payment Date; provided, that, in no event shall such lump sum payment be paid after the last day of the applicable two and one half month period of the “short-term deferral” exemption under Treasury Regulation Section 1.409A-1(b)(4). (iii) The Company shall pay to Executive an amount equal to [two (2)]8 [one and a half (1.5)]9 [one (1)]10 times the higher of (i) the highest actual annual bonus received by Executive during the three years prior to the fiscal year in which the Date of Termination occurs, or (ii) Executive’s Bonus Amount, payable in a lump sum within thirty (30) days following such Payment Date; provided, that, in no event shall such lump sum payment be paid after the last day of the applicable two and one half month period of the “short-term deferral” exemption under Treasury Regulation Section 1.409A-1(b)(4). (iv) In consideration of service through the Date of Termination, the Company shall pay to Executive Executive’s Bonus Amount, pro-rated through and including the Date of Termination (on the basis of a 365 day year), payable in a lump sum within thirty (30) days following the Payment Date; provided, that, in no event shall such lump sum payment be paid after the last day of the applicable two and one half month period of the “short-term deferral” exemption under Treasury Regulation Section 1.409A-1(b)(4). (v) Notwithstanding any provisions to the contrary in any of the Company’s Equity Plans, (i) all outstanding unvested stock options of Executive shall be and become fully vested and exercisable as to all shares of stock covered thereby, and (ii) all outstanding shares of restricted stock, all restricted shares, restricted stock units, performance shares and performance units of Executive shall be and become 100% vested and all restrictions thereon shall lapse, in each case as of the Date of Termination. 5 For the agreement of the chief executive officer 6 For all the agreements of the executive officers, other than the chief executive officer 7 For all the agreements of non-executive key officers 8 For the agreement of the chief executive officer 9 For all the agreements of the executive officers, other than the chief executive officer 10 For all the agreements of non-executive key officers (vi) The Company shall pay to executive an amount equal to [two (2)]11 [one and a half (1.5)]12 [one (1)]13 times the annual amount the Company would be required to contribute on Executive’s behalf to the 401(k) plan, deferred compensation plan and any similar plan then in effect, based on Executive’s Termination Base Salary and the applicable maximum Company contribution percentages in effect as of the Date of Termination, payable in a lump sum within thirty (30) days following the Payment Date; provided, that, in no event shall such lump sum payment be paid after the last day of the applicable two and one half month period of the “short-term deferral” exemption under Treasury Regulation Section 1.409A-1(b)(4). (vii) Effective as of the Payment Date, Executive shall become and be fully vested in Executive’s accrued benefits under all qualified pension, nonqualified pension, profit sharing, 401(k), deferred compensation and supplemental plans maintained by the Company for Executive’s benefit, except to that the extent the acceleration of vesting of such benefits would violate any applicable law or require the Company to accelerate the vesting of the accrued benefits of all participants in such plan or plans, in which case the Company shall pay Executive a lump sum payment, within thirty (30) days following the Payment Date, in an amount equal to the present value of such unvested accrued benefits; provided, that, in no event shall such lump sum payment be paid after the last day of the applicable two and one half month period of the “short-term deferral” exemption under Treasury Regulation Section 1.409A-1(b)(4). In addition, if such a lump sum payment is payable, the Company shall make an additional gross-up payment to Executive in an amount such that the net amount of the lump sum payment and such additional gross-up payment retained by Executive, after the calculation and deduction of all federal, foreign, state and local income tax and employment tax (including any interest or penalties imposed with respect to such taxes) on such lump sum payment and additional gross-up payment, and taking into account any lost or reduced tax deductions on account of such gross-up payment, shall be equal to such lump sum payment. Such additional gross-up payment shall be made in a lump sum payment within thirty (30) days following the Payment Date; provided, that, in no event shall such lump sum payment be paid after the last day of the applicable two and one half month period of the “short-term deferral” exemption under Treasury Regulation Section 1.409A-1(b)(4). (viii) The Company shall provide Executive with additional benefits described in Section 4 hereof. 11 For the agreement of the chief executive officer 12 For all the agreements of the executive officers, other than the chief executive officer 13 For all the agreements of non-executive key officers C. In the event of a Change of Control, notwithstanding any provisions to the contrary in any of the Company’s Equity Plans, (i) all outstanding unvested stock options of Executive shall be and become fully vested and exercisable as to all shares of stock covered thereby, and (ii) all outstanding shares of restricted stock, all restricted shares, restricted stock units, performance shares and performance units of Executive shall be and become 100% vested and all restrictions thereon shall lapse, in each case as of the Date of such Change of Control. (ii) The Company will pay the same COBRA Coverage described in Sections 6.4(a)(v). Notwithstanding the foregoing, the benefits described in this Section 6.4(b)(ii) shall be discontinued by the Company prior to the end of the period provided in this subsection (ii) if Employee receives substantially similar benefits from a subsequent employer. (iii) All stock appreciation rights and other incentive awards held by the Employee will become fully vested and immediately exercisable and all restrictions on any restricted stock held by the Employee will be removed (other than as may be required under applicable securities laws). The foregoing notwithstanding, if the Termination Date preceded the Change of Control, the amount of Severance Benefits to which the Employee will be entitled will be the difference between the Severance Benefits already paid to the Employee, if any, under Section 6.4(a) and the Severance Benefits to be paid under this Section 6.4(b).

Change of Control Benefits. Subject If Employee (i) is terminated other than for Cause by the Company within 90 days prior to the provisions a “Change of Section 6.4(d), if Control” (as defined herein) or in connection with a Change of Control has occurred and the Employee’s employment was or (ii) is terminated other than for Cause by the Company without Cause, (or by the Employee its successor corporation) or resigns for Good Reason as defined in Section 5.3(d), during the period beginning six within eighteen (6) months prior to the Change of Control and ending twenty-four (2418) months following the Change of Control (an “Eligible Termination”), then in lieu of the Severance Benefits under Section 6.4(a), the Employee will be entitled to benefits (the “Change of Control Benefits”) with respect to an Eligible Termination, as follows: (i) Amounts identical to those set forth in Sections 6.4(a)(i)-(iii) except that the amount described in Section 6.4(a)(iii) will be equal to one and one-half (1.5) times the Employee’s annual Base Salary at the highest rate in effect at any time during the thirty-six (36) month period immediately preceding the Termination Date; provided, however, that if the Termination Date preceded the a Change of Control, and Employee signs and does not revoke a Release, then, subject to Employee’s compliance with Section 9, Employee shall be entitled to the following benefits: (a) Continuing payments of severance pay (less applicable withholding taxes) at a rate equal to his base salary rate, as then in effect, for a period of eighteen (18) months from the Change date of Control Benefits outlined such termination, to be paid periodically in Sections 6.4(a)(ii) and (a)(iii) will be payable within accordance with the later of thirty (30) days following the Termination Date and thirty (30) days following the Change of ControlCompany’s normal payroll policies. (iib) The Company will Continuing payments of severance pay (less applicable withholding taxes) at a rate equal to 100% of his annual bonus rate (but in no event less than $100,000), as then in effect, for a period of twelve (12) months from the same COBRA Coverage described date of such termination, to be paid periodically in Sections 6.4(a)(v)accordance with the Company’s normal payroll policies. (c) Fifty percent (50%) of the unvested shares, if any, subject to the First and Second Options shall immediately vest and become exercisable. Notwithstanding the foregoing, in the event that the benefits described provided for in this Section 6.4(b)(ii7 (i) shall be discontinued by constitute “parachute payments” within the Company prior to the end meaning of Section 280G of the period provided in this subsection Code, and (ii) if Employee receives substantially similar benefits from a subsequent employer. (iii) All stock appreciation rights and other incentive awards held by the Employee will become fully vested and immediately exercisable and all restrictions on any restricted stock held by the Employee will would be removed (other than as may be required under applicable securities laws). The foregoing notwithstanding, if the Termination Date preceded the Change of Control, the amount of Severance Benefits to which the Employee will be entitled will be the difference between the Severance Benefits already paid subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then Employee, if any, under Section 6.4(a) and the Severance Benefits to be paid ’s benefits otherwise payable under this Section 6.4(b7 shall be reduced by the minimum extent necessary such that no portion of such benefits would be subject to the Excise Tax. Unless the Company and Employee otherwise agree in writing, any determination required under this Section 7 shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 7, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 7. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 7.

Change of Control Benefits. Subject to the provisions of Section 6.4(d), if a Change of Control has occurred and the Employee’s employment was terminated by the Company without Cause, or by the Employee for Good Reason as defined in Section 5.3(d), during the period beginning If within six (6) months following a “Change of Control” (as defined below) (i) Employee terminates Employee’s employment with the Company for Good Reason after providing the Company with written notice within the ninety (90) days after the occurrence of an event constituting Good Reason and an opportunity for the Company to cure such occurrence of not less than thirty (30) days, or (ii) the Company or the successor corporation terminates Employee’s employment with the Company for other than Cause, death or disability, then Employee shall be entitled to the benefits provided for in subsection (a) above, except that the amount of the cash payments provided for in (a)(i) above shall be replaced by cash payments equal to the sum of (x) the greater of Employee’s Base Salary as in effect immediately prior to the date of the Company’s entering into an agreement providing for such Change of Control (or, if no such agreement is entered into, immediately prior to the Change of Control and ending twenty-four (24) months following the Change of Control (an “Eligible Termination”Control), then in lieu of the Severance Benefits under Section 6.4(a), the Employee will be entitled to benefits (the “Change of Control Benefits”) with respect to an Eligible Termination, as follows: (i) Amounts identical to those set forth in Sections 6.4(a)(i)-(iii) except that the amount described in Section 6.4(a)(iii) will be equal to one and one-half (1.5) times the or Employee’s annual Base Salary at the highest rate as in effect at any the time during of Employee’s termination after the thirty-six (36) month period immediately preceding the Termination Date; provided, however, that if the Termination Date preceded date of the Change of Control, then and (y) the greater of Employee’s target bonus as most recently established by the Board or Compensation Committee prior to the date of the Company’s entering into an agreement providing for such Change of Control Benefits outlined in Sections 6.4(a)(ii) and (a)(iii) will be payable within or, if no such agreement is entered into, prior to the later date of thirty (30) days following the Termination Date and thirty (30) days following the Change of Control. (ii) The Company will pay ), or Employee’s target bonus as in effect at the same COBRA Coverage described in Sections 6.4(a)(v). Notwithstanding time of Employee’s termination after the foregoing, the benefits described in this Section 6.4(b)(ii) shall be discontinued by the Company prior to the end date of the period provided in this subsection (ii) if Employee receives substantially similar benefits from a subsequent employer. (iii) All stock appreciation rights and other incentive awards held by the Employee will become fully vested and immediately exercisable and all restrictions on any restricted stock held by the Employee will be removed (other than as may be required under applicable securities laws). The foregoing notwithstanding, if the Termination Date preceded the Change of Control. Employee shall only be permitted to receive the benefits provided for in subsection (a) once and shall not be permitted to claim such benefits under both subsection (a) and (c) such that Employee would receive the benefits pursuant to subsection (a) twice. The payment- characterization provisions made under subsection (a) above for purposes of Section 409A of the Code shall apply as well. For the avoidance of doubt, the amount form of Severance Benefits payment (i.e., continuing payments) is intended to which the Employee will be entitled will be the difference between same for this subsection (c) as the Severance Benefits already paid to the Employee, if any, under Section 6.4(aform of payment provided for in subsection (a) and the Severance Benefits to be paid under this Section 6.4(b).above

Change of Control Benefits. Subject to In the provisions event of Section 6.4(d), if a Change of Control has occurred Control, each Performance Target of Employee’s outstanding PSUs shall be deemed to have been achieved, and the PSU shall thereafter be subject only to time-based vesting based upon the following schedule: (i) 25% on the first anniversary of the grant date and (ii) 6.25% on each quarterly anniversary thereafter (or such other more favorable condition for PSU to RSU conversion, as may be agreed between Employee and the Company). In the event of termination of the Employee’s employment was terminated by the Company without other than for Cause, death or by disability or in the Employee for Good Reason as defined event of Constructive Termination, in Section 5.3(d)either case, in connection with, during the three (3) month period beginning six prior to, or during the twelve (612) months prior to month period after the effective date of, a Change of Control Control, the Employee shall be entitled to (i) the consideration set forth in Section 4(c) above, provided, however, that (x) the cash severance and ending COBRA reimbursements provided in Section 4(c)(i) and 4(c)(iii) shall cover a period of twenty-four (24) months, rather than eighteen (18) months following as provided therein, and (y) the Change of Control (an “Eligible Termination”), then in lieu of the Severance Benefits under Section 6.4(a), the Employee will be entitled to benefits (the “Change of Control Benefits”) with respect to an Eligible Termination, as follows: (i) Amounts identical to those set forth in Sections 6.4(a)(i)-(iii) except that the amount described payment in Section 6.4(a)(iii4(c)(ii) will be equal to one 100% of the then-target Bonus Compensation; and one(ii) accelerated vesting of all of Employee’s unvested equity awards (assuming achievement of the Performance Target in the case of PSUs), such that all of Employee’s then-half outstanding equity awards shall immediately and fully vest as of the date of such termination. For the avoidance of doubt, in order to give effect to this Section 5, each of Employee’s outstanding equity awards shall remain outstanding and eligible to vest (1.5solely pursuant to the terms of this Section 5) times for a period beginning on the date of termination and ending on the earlier to occur of (i) the effective date of the Change in Control and (ii) the three (3) month anniversary of the Employee’s annual Base Salary at termination. Notwithstanding the highest rate foregoing, in effect at the event that any time during of Employee’s equity awards would otherwise be cancelled and not replaced or substituted for in connection with a Change of Control, then to the thirty-six (36) month period immediately preceding the Termination Date; provided, however, that if the Termination Date preceded extent not replaced or substituted for in connection with the Change of Control, then such cancelled awards shall accelerate in full immediately prior to the Change effective date of Control Benefits outlined in Sections 6.4(a)(ii) and (a)(iii) will be payable within the later of thirty (30) days following the Termination Date and thirty (30) days following the such Change of Control. (ii) The Company will pay the same COBRA Coverage described in Sections 6.4(a)(v). Notwithstanding the foregoing, the benefits described in this Section 6.4(b)(ii) shall be discontinued by the Company prior to the end of the period provided in this subsection (ii) if Employee receives substantially similar benefits from a subsequent employer. (iii) All stock appreciation rights and other incentive awards held by the Employee will become fully vested and immediately exercisable and all restrictions on any restricted stock held by the Employee will be removed (other than as may be required under applicable securities laws). The foregoing notwithstanding, if the Termination Date preceded the Change of Control, the amount of Severance Benefits to which the Employee will be entitled will be the difference between the Severance Benefits already paid to the Employee, if any, under Section 6.4(a) and the Severance Benefits to be paid under this Section 6.4(b).

Change of Control Benefits. Subject to the provisions of Section 6.4(d), if a Change of Control has occurred and the Employee’s employment was terminated by the Company without Cause, or by the Employee for Good Reason as defined in Section 5.3(d), during the period beginning six (6) months prior to the Change of Control and ending twenty-four two (242) months years following the Change of Control (an “Eligible Termination”), then in lieu of the Severance Benefits under Section 6.4(a), the Employee will be entitled to benefits (the “Change of Control Benefits”) with respect to an Eligible Termination, as follows: (i) Amounts identical to those set forth in Sections 6.4(a)(i)-(iii6.4(a)(i) and (a)(ii) except that the amount described in Section 6.4(a)(iii6.4(a)(ii) will be equal to one and one-half (1.5three(3) times the sum of (A) the Employee’s annual Base Salary at the highest rate in effect at any time during the thirty-six (36) month period immediately preceding the Termination Date plus (B) the highest Annual Bonus that the Employee was paid in the thirty-six (36) months immediately preceding the Change of Control, payable in a single lump sum within thirty (30) days following the Termination Date; provided, however, that if the Termination Date preceded the Change of Control, then the Change of Control Benefits outlined in Sections 6.4(a)(ii) and (a)(iii) will be payable within the later of thirty (30) days following the Termination Date and thirty (30) days following the Change of Control.; (ii) The Company will pay the same COBRA Coverage described in Sections 6.4(a)(vSection 6.4(a)(iii), except that the term of the Medical Benefits following the Benefit Measurement Date, with respect to both the Employee’s right to participate in a health insurance policy as set forth in Section 6.4(a)(iii) and the Company’s Medical Reimbursement obligation as set forth in Section 6.4(a)(iv), shall be eighteen (18) months instead of six (6) months. Notwithstanding the foregoing, the benefits described in this Section 6.4(b)(ii) shall may be discontinued by the Company prior to the end of the period provided in this subsection (ii) if to the extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employer. (iii) All stock appreciation rights of Employee’s granted but unvested Units, Restricted Units or Unit Options shall immediately vest and other incentive awards held by the Employee will become fully vested and immediately exercisable and all any related restrictions on any restricted stock held by the Employee will shall be removed (other than as may be required under applicable securities laws)waived. The foregoing notwithstanding, if the Termination Date preceded the Change of Control, the amount of Severance Benefits to which the Employee will be entitled will be the difference between the Severance Benefits already paid to the Employee, if any, under Section 6.4(a) and the Severance Benefits to be paid under this Section 6.4(b).. 040707, 000014, 102625747.2

Change of Control Benefits. Subject to the provisions of Section 6.4(d), if a Change of Control has occurred and the Employee’s employment was terminated by the Company without Cause, or by the Employee for Good Reason as defined in Section 5.3(d), during the period beginning six (6) months prior to the Change of Control and ending twenty-four two (242) months years following the Change of Control (an “Eligible Termination”), then in lieu of the Severance Benefits under Section 6.4(a), the Employee will be entitled to benefits (the “Change of Control Benefits”) with respect to an Eligible Termination, as follows: (i) Amounts identical to those set forth in Sections 6.4(a)(i)-(iii6.4(a)(i) and (a)(ii) except that the amount described in Section 6.4(a)(iii6.4(a)(ii) will be equal to one and one-half two times the sum of (1.5A) times the Employee’s annual Base Salary at the highest rate in effect at any time during the thirty-six (36) month period immediately preceding the Termination Date plus (B) the highest Annual Bonus that the Employee was paid in the thirty-six (36) months immediately preceding the Change of Control, payable in a single lump sum within thirty (30) days following the Termination 040707, 000014, 102625696.2 Date; provided, however, that if the Termination Date preceded the Change of Control, then the Change of Control Benefits outlined in Sections 6.4(a)(ii) and (a)(iii) will be payable within the later of thirty (30) days following the Termination Date and thirty (30) days following the Change of Control.; (ii) The Company will pay the same COBRA Coverage described in Sections 6.4(a)(vSection 6.4(a)(iii), and the term of the Medical Benefits following the Benefit Measurement Date, with respect to both the Employee’s right to participate in a health insurance policy as set forth in Section 6.4(a)(iii) and the Company’s Medical Reimbursement obligation, as set forth in Section 6.4(a)(iv), shall be the same. Notwithstanding the foregoing, the benefits described in this Section 6.4(b)(ii) shall may be discontinued by the Company prior to the end of the period provided in this subsection (ii) if to the extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employer. (iii) All stock appreciation rights and other incentive awards held by the Employee will become fully vested and immediately exercisable and all restrictions on any restricted stock held by the Employee will be removed (other than as may be required under applicable securities laws). The foregoing notwithstanding, if the Termination Date preceded the Change of Control, the amount of Severance Benefits to which the Employee will be entitled will be the difference between the Severance Benefits already paid to the Employee, if any, under Section 6.4(a) and the Severance Benefits to be paid under this Section 6.4(b).

Change of Control Benefits. Subject to the provisions of Section 6.4(d), if a Change of Control has occurred and the Employee’s employment was terminated by the Company without Cause, or by the Employee for Good Reason as defined in Section 5.3(d), during the period beginning six (6) months prior to the Change of Control and ending twenty-four two (242) months years following the Change of Control (an “Eligible Termination”), then then, in lieu of the Severance Benefits under Section 6.4(a), the Employee will be entitled to benefits (the “Change of Control Benefits”) with respect to an Eligible Termination, as follows: (i) Amounts identical to those set forth in Sections 6.4(a)(i)-(iii6.4(a)(i) and (a)(ii) except that the amount described in Section 6.4(a)(iii6.4(a)(ii) will be equal to one and one-half three (1.53) times the sum of (A) the Employee’s annual Base Salary at the highest rate in effect at any time during the thirty-six (36) month period immediately preceding the Termination Date plus (B) the highest Annual Bonus that the Employee was paid in the thirty-six (36) months immediately preceding the Change of Control, payable in a single lump sum within thirty (30) days following the Termination Date; provided, however, that if the Termination Date preceded the Change of Control, then the Change of Control Benefits outlined in Sections 6.4(a)(ii) and (a)(iii) will be payable within the later of thirty (30) days following the Termination Date and thirty (30) days following the Change of Control.; (ii) The Company will pay the same COBRA Coverage described in Sections 6.4(a)(vSection 6.4(a)(iii), but the term of the Medical Benefits following the Benefit Measurement Date, with respect to both the Employee’s right to participate in a health insurance policy as set forth in Section 6.4(a)(iii) and the Company’s Medical Reimbursement obligation as set forth in Section 6.4(a)(iv), shall be eighteen (18) months instead of six (6) months. Notwithstanding the foregoing, the benefits described in this Section 6.4(b)(ii) shall may be discontinued by the Company prior to the end of the period provided in this subsection (ii) if to the 040707, 000014, 102625617.2 extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employer.; (iii) All stock appreciation rights of the Employee’s granted but unvested Units, Restricted Units or Unit Options shall immediately vest and other incentive awards held by the Employee will become fully vested and immediately exercisable and all any related restrictions on any restricted stock held by the Employee will shall be removed (other than as may be required under applicable securities laws)waived. The foregoing notwithstanding, if the Termination Date preceded the Change of Control, the amount of Severance Benefits to which the Employee will be entitled will be the difference between the Severance Benefits already paid to the Employee, if any, under Section 6.4(a) and the Severance Benefits to be paid under this Section 6.4(b).

Change of Control Benefits. Subject to the provisions of Section 6.4(d), if a Change of Control has occurred and the EmployeeExecutive’s employment was terminated by the Company without Cause, or by the Employee Executive for Good Reason as defined in Section 5.3(d), during the period beginning six (6) months prior to the Change of Control and ending twenty-four (24) months following the Change of Control (an “Eligible Termination”), then in lieu of the Severance Benefits under Section 6.4(a), the Employee Executive will be entitled to benefits (the “Change of Control Benefits”) with respect to an Eligible Termination, as follows: (i) Amounts identical to those set forth in Sections 6.4(a)(i)-(iii) except that the amount described in Section 6.4(a)(iii) will be equal to one and one-half (1.5) times the EmployeeExecutive’s annual Base Salary at the highest rate in effect at any time during the thirty-six (36) month period immediately preceding the Termination Date; provided, however, that if the Termination Date preceded the Change of Control, then the Change of Control Benefits outlined in Sections 6.4(a)(ii) and (a)(iii) will be payable within the later of thirty (30) days following the Termination Date and thirty (30) days following the Change of Control. (ii) The Company will pay the same COBRA Coverage described in Sections 6.4(a)(v). Notwithstanding the foregoing, the benefits described in this Section 6.4(b)(ii) shall be discontinued by the Company prior to the end of the period provided in this subsection (ii) if Employee Executive receives substantially similar benefits from a subsequent employer. (iii) All stock appreciation rights and other incentive awards held by the Employee Executive will become fully vested and immediately exercisable and all restrictions on any restricted stock held by the Employee Executive will be removed (other than as may be required under applicable securities laws). The foregoing notwithstanding, if the Termination Date preceded the Change of Control, the amount of Severance Benefits to which the Employee Executive will be entitled will be the difference between the Severance Benefits already paid to the EmployeeExecutive, if any, under Section 6.4(a) and the Severance Benefits to be paid under this Section 6.4(b).

Change of Control Benefits. Subject to the provisions of Section 6.4(d), if a Change of Control has occurred and the Employee’s employment was terminated by the Company without Cause, or by the Employee for Good Reason as defined in Section 5.3(d), during the period beginning six (6) months prior to the Change of Control and ending twenty-four eighteen (2418) months following the Change of Control (an “Eligible Termination”), then in lieu of the Severance Benefits under Section 6.4(a), the Employee will be entitled to benefits (the “Change of Control Benefits”) with respect to an Eligible Termination, as follows: (i) Amounts identical to those set forth in Sections 6.4(a)(i)-(iii6.4(a)(i) and (a)(ii) except that the amount described in Section 6.4(a)(iii6.4(a)(ii) will be equal to one and one-half three (1.53) times the sum of (A) the Employee’s annual Base Salary at the highest rate in effect at any time during the thirty-six (36) month period immediately preceding the Termination Date plus (B) the Employee’s target bonus for the year of the Termination Date; provided, however, that if the Termination Date preceded the Change of Control, then the Change of Control Benefits outlined in Sections 6.4(a)(ii) and (a)(iii) will be payable within the later of thirty (30) days following the Termination Date and thirty (30) days following the Change of Control. (ii) The Company will pay the same COBRA Coverage described in Sections 6.4(a)(v6.4(a)(iv) and (v). Notwithstanding the foregoing, the benefits described in this Section 6.4(b)(ii) shall may be discontinued by the Company prior to the end of the period provided in this subsection (ii) if to the extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employer. (iii) All stock appreciation rights and other incentive awards held by the Employee will become fully vested and immediately exercisable and all restrictions on any restricted stock held by the Employee will be removed (other than as may be required under applicable securities laws). The foregoing notwithstanding, if the Termination Date preceded the Change of Control, the amount of Severance Benefits to which the Employee will be entitled will be the difference between the Severance Benefits already paid to the Employee, if any, under Section 6.4(a) and the Severance Benefits to be paid under this Section 6.4(b).

Change of Control Benefits. Subject to the provisions of Section 6.4(d), if a Change of Control has occurred and the Employee’s employment was terminated by the Company without Cause, or by the Employee for Good Reason as defined in Section 5.3(d), during the period beginning six (6) months prior to the Change of Control and ending twenty-four two (242) months years following the Change of Control (an “Eligible Termination”), then in lieu of the Severance Benefits under Section 6.4(a), the Employee will be entitled to benefits (the “Change of Control Benefits”) with respect to an Eligible Termination, as follows: (i) Amounts identical to those set forth in Sections 6.4(a)(i)-(iii6.4(a)(i) and (a)(ii) except that the amount described in Section 6.4(a)(iii6.4(a)(ii) will be equal to one and one-half two times the sum of (1.5A) times the Employee’s annual Base Salary at the highest rate in effect at 040707, 000014, 102625786.2 any time during the thirty-six (36) month period immediately preceding the Termination Date plus (B) the highest Annual Bonus that the Employee was paid in the thirty-six (36) months immediately preceding the Change of Control, payable in a single lump sum within thirty (30) days following the Termination Date; provided, however, that if the Termination Date preceded the Change of Control, then the Change of Control Benefits outlined in Sections 6.4(a)(ii) and (a)(iii) will be payable within the later of thirty (30) days following the Termination Date and thirty (30) days following the Change of Control.; (ii) The Company will pay the same COBRA Coverage described in Sections 6.4(a)(vSection 6.4(a)(iii), and the term of the Medical Benefits following the Benefit Measurement Date, with respect to both the Employee’s right to participate in a health insurance policy as set forth in Section 6.4(a)(iii) and the Company’s Medical Reimbursement obligation as set forth in Section 6.4(a)(iv) shall be the same. Notwithstanding the foregoing, the benefits described in this Section 6.4(b)(ii) shall may be discontinued by the Company prior to the end of the period provided in this subsection (ii) if to the extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employer. (iii) All stock appreciation rights and other incentive awards held by the Employee will become fully vested and immediately exercisable and all restrictions on any restricted stock held by the Employee will be removed (other than as may be required under applicable securities laws). The foregoing notwithstanding, if the Termination Date preceded the Change of Control, the amount of Severance Benefits to which the Employee will be entitled will be the difference between the Severance Benefits already paid to the Employee, if any, under Section 6.4(a) and the Severance Benefits to be paid under this Section 6.4(b).

Change of Control Benefits. Subject to the provisions of Section 6.4(d), if a Change of Control has occurred and the Employee’s employment was terminated by the Company without Cause, or by the Employee for Good Reason as defined in Section 5.3(d), during the period beginning six (6) months prior to the Change of Control and ending twenty-four (24) months two years following the Change of Control (an “Eligible Termination”), then in lieu of the Severance Benefits under Section 6.4(a), the Employee will be entitled to benefits (the “Change of Control Benefits”) with respect to an Eligible Termination, as follows: (i) Amounts identical to those set forth in Sections 6.4(a)(i)-(iii6.4(a)(i) and 6.4(a)(ii), except that the amount described in Section 6.4(a)(iii6.4(a)(ii) will be equal to one [two][two and one-half a half]6 times the sum of (1.5A) times the Employee’s annual Base Salary at the highest rate in effect at any time during the thirty36-six (36) month period immediately preceding the Termination Date, plus (B) [the Deemed Full Year Bonus Amount][the highest Annual Bonus that the Employee was paid in the 36 months immediately preceding the Change of Control]7, payable in a single lump sum within 30 days following the Termination Date; provided, however, that if the Termination Date preceded the Change of Control, then the Change of Control Benefits outlined in Sections 6.4(a)(ii) and (a)(iii) will be payable within the later of thirty (30) 30 days following the Termination Date and thirty (30) 30 days following the Change of Control.; (ii) The Company will pay the same COBRA Coverage described in Sections 6.4(a)(vSection 6.4(a)(iii) for a period of 18 months, and the term of the Medical Benefits following the Benefit Measurement Date, with respect to both the Employee’s right to participate in a health insurance policy as set forth in Section 6.4(a)(iii) and the Company’s Medical Reimbursement obligation as set forth in Section 6.4(a)(iv), shall be the same. Notwithstanding the foregoing, the benefits described in this Section 6.4(b)(ii) shall may be discontinued by the Company prior to the end of the period provided in this subsection (ii) if to the extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employer. (iii) All stock appreciation rights and other of the Employee’s granted but unvested long-term incentive awards held by shall immediately vest and any related restrictions shall be waived; provided, however, that any unvested Appreciation Profits Interests will only vest to the Employee will become fully vested and immediately exercisable and all restrictions extent the applicable performance condition is satisfied (A) on any restricted stock held by the Employee will be removed Termination Date, or (other than as may be required under applicable securities laws)B) within (x) six months following the Termination Date, if the Termination Date occurs prior to the first anniversary of the Emergence Date, or (y) 120 days following the Termination Date, if the Termination Date occurs after the first anniversary of the Emergence Date. The foregoing notwithstanding, if the Termination Date preceded the Change of Control, the amount of Severance Benefits to which the Employee will be entitled will be the difference between the Severance Benefits already paid to the Employee, if any, under Section 6.4(a) and the Severance Benefits to be paid under this Section 6.4(b). (1) Xxxxxx/Xxxxxxx: two and a half; (2) Xxxxxx/XxXxxx/Xxxxx: two.

Change of Control Benefits. Subject to the provisions of Section 6.4(d), if a Change of Control has occurred and the Employee’s employment was terminated by the Company without Cause, or by the Employee for Good Reason as defined in Section 5.3(d), during the period beginning If within six (6) months following a “Change of Control” (as defined below) (i) Employee terminates Employee’s employment with the Company for Good Reason after providing the Company with written notice within the ninety (90) days after the occurrence of an event constituting Good Reason and an opportunity for the Company to cure such occurrence of not less than thirty (30) days, or (ii) the Company or the successor corporation terminates Employee’s employment with the Company for other than Cause, death or disability, then Employee shall be entitled to the benefits provided for in subsection (a) above, except that the amount of the cash payments provided for in (a)(i) above shall be replaced by cash payments equal to the sum of (x) the greater of Employee’s Base Salary as in effect immediately prior to the date of the Company’s entering into an agreement providing for such Change of Control (or, if no such agreement is entered into, immediately prior to the Change of Control and ending twenty-four (24) months following the Change of Control (an “Eligible Termination”Control), then in lieu of the Severance Benefits under Section 6.4(a), the Employee will be entitled to benefits (the “Change of Control Benefits”) with respect to an Eligible Termination, as follows: (i) Amounts identical to those set forth in Sections 6.4(a)(i)-(iii) except that the amount described in Section 6.4(a)(iii) will be equal to one and one-half (1.5) times the or Employee’s annual Base Salary at the highest rate as in effect at any the time during of Employee’s termination after the thirty-six (36) month period immediately preceding the Termination Date; provided, however, that if the Termination Date preceded date of the Change of Control, then and (y) the greater of Employee’s target bonus as most recently established by the Board or Compensation Committee prior to the date of the Company’s entering into an agreement providing for such Change of Control Benefits outlined in Sections 6.4(a)(ii) and (a)(iii) will be payable within or, if no such agreement is entered into, prior to the later date of thirty (30) days following the Termination Date and thirty (30) days following the Change of Control. (ii) The Company will pay ), or Employee’s target bonus as in effect at the same COBRA Coverage described in Sections 6.4(a)(v). Notwithstanding time of Employee’s termination after the foregoing, the benefits described in this Section 6.4(b)(ii) shall be discontinued by the Company prior to the end date of the period provided in this subsection (ii) if Employee receives substantially similar benefits from a subsequent employer. (iii) All stock appreciation rights and other incentive awards held by the Employee will become fully vested and immediately exercisable and all restrictions on any restricted stock held by the Employee will be removed (other than as may be required under applicable securities laws). The foregoing notwithstanding, if the Termination Date preceded the Change of Control. Employee shall only be permitted to receive the benefits provided for in subsection (a) once and shall not be permitted to claim such benefits under both subsection (a) and (c) such that Employee would receive the benefits pursuant to subsection (a) twice. The payment-characterization provisions made under subsection (a) above for purposes of Section 409A of the Code shall apply as well. For the avoidance of doubt, the amount form of Severance Benefits payment (i.e., continuing payments) is intended to which the Employee will be entitled will be the difference between same for this subsection (c) as the Severance Benefits already paid to the Employee, if any, under Section 6.4(aform of payment provided for in subsection (a) and the Severance Benefits to be paid under this Section 6.4(b).above

Change of Control Benefits. Subject If within twelve (12) months following a “Change of Control” (as defined below) (i) Executive terminates Executive’s employment with the Company for Good Reason after providing the Company with written notice within the ninety (90) days after the occurrence of an event constituting Good Reason and an opportunity for the Company to cure such occurrence of not less than thirty (30) days, or (ii) the Company or the successor corporation terminates Executive’s employment with the Company for other than Cause, death or disability, then Executive shall be entitled to receive the benefits provided for in subsection (a) above, except that (A) the amount of the cash payments provided for in (a)(i) above shall be replaced by a cash payment equal to two times the sum of (x) the greater of Executive’s Base Salary as in effect immediately prior to the provisions date of Section 6.4(d), if a the Company’s entering into an agreement providing for such Change of Control has occurred and the Employee’s employment was terminated by the Company without Cause(or, or by the Employee for Good Reason as defined in Section 5.3(d)if no such agreement is entered into, during the period beginning six (6) months immediately prior to the Change of Control), or Executive’s Base Salary as in effect at the time of Executive’s termination after the date of the Change of Control, and (y) the greater of Executive’s target bonus as most recently established by the Board or Compensation Committee prior to the date of the Company’s entering into an agreement providing for such Change of Control (or, if no such agreement is entered into, prior to the date of the Change of Control), or Executive’s target bonus as in effect at the time of Executive’s termination after the date of the Change of Control; (B) the PSUs shall vest and ending be paid out at 100% of target (but shall not otherwise be subject to any prorated vesting as described in subsection (a)(iii); and (C) the reference in subsection (a)(iv)(x) to “twelve (12) months” shall for this purpose be “twenty-four (24) months following months”. Executive shall only be permitted to receive the Change of Control benefits provided for in subsection (an “Eligible Termination”), then in lieu of the Severance Benefits a) once and shall not be permitted to claim such benefits under Section 6.4(a), the Employee will be entitled to benefits both subsection (the “Change of Control Benefits”) with respect to an Eligible Termination, as follows: (i) Amounts identical to those set forth in Sections 6.4(a)(i)-(iii) except that the amount described in Section 6.4(a)(iii) will be equal to one and one-half (1.5) times the Employee’s annual Base Salary at the highest rate in effect at any time during the thirty-six (36) month period immediately preceding the Termination Date; provided, however, that if the Termination Date preceded the Change of Control, then the Change of Control Benefits outlined in Sections 6.4(a)(iia) and (a)(iiic) will be payable within the later of thirty (30) days following the Termination Date and thirty (30) days following the Change of Control. (ii) The Company will pay the same COBRA Coverage described in Sections 6.4(a)(v). Notwithstanding the foregoing, such that Executive would receive the benefits described in this Section 6.4(b)(ii) shall be discontinued by the Company prior pursuant to the end of the period provided in this subsection (iia) if Employee receives substantially similar benefits from a subsequent employertwice. (iii) All stock appreciation rights and other incentive awards held by the Employee will become fully vested and immediately exercisable and all restrictions on any restricted stock held by the Employee will be removed (other than as may be required under applicable securities laws). The foregoing notwithstanding, if the Termination Date preceded the Change of Control, the amount of Severance Benefits to which the Employee will be entitled will be the difference between the Severance Benefits already paid to the Employee, if any, under Section 6.4(a) and the Severance Benefits to be paid under this Section 6.4(b).

Change of Control Benefits. Subject to the provisions of Section 6.4(d), if a Change of Control has occurred and the Employee’s employment was terminated by the Company without Cause, or by the Employee for Good Reason as defined in Section 5.3(d), during the period beginning six (6) months prior to the Change of Control and ending twenty-four two (242) months years following the Change of Control (an “Eligible Termination”), then in lieu of the Severance Benefits under Section 6.4(a), the Employee will be entitled to benefits (the “Change of Control Benefits”) with respect to an Eligible Termination, as follows: (i) Amounts identical to those set forth in Sections 6.4(a)(i)-(iii6.4(a)(i) and (a)(ii) except that the amount described in Section 6.4(a)(iii6.4(a)(ii) will be equal to one and one-half two times 040707, 000014, 102625768.2 the sum of (1.5A) times the Employee’s annual Base Salary at the highest rate in effect at any time during the thirty-six (36) month period immediately preceding the Termination Date plus (B) the highest Annual Bonus that the Employee was paid in the thirty-six (36) months immediately preceding the Change of Control, payable in a single lump sum within thirty (30) days following the Termination Date; provided, however, that if the Termination Date preceded the Change of Control, then the Change of Control Benefits outlined in Sections 6.4(a)(ii) and (a)(iii) will be payable within the later of thirty (30) days following the Termination Date and thirty (30) days following the Change of Control.; (ii) The Company will pay the same COBRA Coverage described in Sections 6.4(a)(vSection 6.4(a)(iii), and the term of the Medical Benefits following the Benefit Measurement Date, with respect to both the Employee’s right to participate in a health insurance policy as set forth in Section 6.4(a)(iii) and the Company’s Medical Reimbursement obligation as set forth in Section 6.4(a)(iv), shall be the same. Notwithstanding the foregoing, the benefits described in this Section 6.4(b)(ii) shall may be discontinued by the Company prior to the end of the period provided in this subsection (ii) if to the extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employer. (iii) All stock appreciation rights and other incentive awards held by the Employee will become fully vested and immediately exercisable and all restrictions on any restricted stock held by the Employee will be removed (other than as may be required under applicable securities laws). The foregoing notwithstanding, if the Termination Date preceded the Change of Control, the amount of Severance Benefits to which the Employee will be entitled will be the difference between the Severance Benefits already paid to the Employee, if any, under Section 6.4(a) and the Severance Benefits to be paid under this Section 6.4(b).