Common use of Change of Control, Change in Responsibilities Clause in Contracts

Change of Control, Change in Responsibilities. Upon the occurrence of both of the following events: (a) The dissolution or liquidation of the Company, or a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the owners of all of the outstanding shares of Stock immediately prior to such reorganization, merger or consolidation own in the aggregate, directly and indirectly, less than 50% of the outstanding shares of Stock of the Company or any other entity into which the Company shall be merged or consolidated immediately following the consummation thereof, or the sale, transfer or other disposition of all or substantially all of the assets or more than 50% of the then outstanding shares of Stock of the Company in a single transaction or series of related transactions (a “Change in Control”); and (b) Within one (1) year of such Change in Control there is a termination of employment without Cause or (2) there is a material diminution of or change in Employee’s responsibilities or duties, and Employee elects, in writing, within ninety (90) days following the occurrence of such diminution or change to resign effective thirty (30) days after the Company’s receipt of such notice then, if Employee has a Separation from Service as a result of such termination or resignation, he shall be deemed to have been terminated by the Company other than for Cause and all amounts payable to Employee pursuant to Section 8.03 shall become payable in a lump sum in cash on his Separation from Service or, if he is a Specified Employee, on his Delayed Payment Date. A Change in Control of the Company shall not be deemed to occur by reason of any public offering of the Stock of the Company. Except as expressly contemplated by this Agreement, or in any other agreement referred to in Section 5 hereof, no merger, reorganization, recapitalization, sale of stock, sale of assets or other change in the capital structure of the Company or in the identity of the legal or beneficial owners of the Company shall affect the rights or obligations of the Company or Employee hereunder.

Change of Control, Change in Responsibilities. Upon the occurrence of both of the following events: (a) The dissolution or liquidation of the Company, or a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the owners of all of the outstanding shares of Stock immediately prior to such reorganization, merger or consolidation own in the aggregate, directly and indirectly, less than 50% of the outstanding shares of Stock of the Company or any other entity into which the Company shall be merged or consolidated immediately following the consummation thereof, or the sale, transfer or other disposition of all or substantially all of the assets or more than 50% of the then outstanding shares of Stock of the Company in a single transaction or series of related transactions (a “Change in Control”); and (b) Within one (1) year of such Change in Control (1) there is a termination of employment without Cause or (2) there is a material diminution of or change in Employee’s responsibilities or duties, duties and Employee elects, in writing, within ninety (90) days following the occurrence of such diminution or change to resign effective thirty (30) days after the Company’s receipt of such notice notice, then, if Employee has a Separation from Service as a result of such termination or resignation, he shall be deemed to have been terminated by the Company other than for Cause and all amounts payable to Employee pursuant to Section 8.03 shall become payable in a lump sum in cash on his Separation from Service or, if he is a Specified Employee, on his Delayed Payment Date. A Change in Control of the Company shall not be deemed to occur by reason of any public offering of the Stock of the Company. Except as expressly contemplated by this Agreement, or in any other agreement referred to in Section 5 hereof, no merger, reorganization, recapitalization, sale of stock, sale of assets or other change in the capital structure of the Company or in the identity of the legal or beneficial owners of the Company shall affect the rights or obligations of the Company or Employee hereunder.

Change of Control, Change in Responsibilities. Upon the occurrence of both of the following events: (a) The dissolution or liquidation of the Company, or a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the owners of all of the outstanding shares of Common Stock immediately prior to such reorganization, merger or consolidation own in the aggregate, directly and indirectly, less than 50% of the outstanding shares of Common Stock of the Company or any other entity into which the Company shall be merged or consolidated immediately following the consummation thereof, or the sale, transfer or other disposition of all or substantially all of the assets or more than 50% of the then outstanding shares of Common Stock of the Company in a single transaction or series of related transactions (a “Change in Control”); and (b) Within one (1) year of such Change in Control there is a termination of employment without Cause cause or (2) there is a material diminution of or change in Employee’s responsibilities or duties, and Employee electsmay elect, in writing, within ninety (90) days following the occurrence of such diminution or change events, to resign terminate this Agreement and his employment with the Company will terminate, effective thirty (30) days after the Company’s receipt of such notice then, if notice. In such event Employee has a Separation from Service as a result of such termination or resignation, he shall be deemed to have been terminated by the Company other than for Cause and all amounts payable to Employee pursuant to Section 8.03 shall become payable in a lump sum in cash on his Separation from Service or, if he is a Specified Employee, on his Delayed Payment Dateimmediately due and payable. A Change in Control of the Company shall not be deemed to occur by reason of any public offering of the Common Stock of the Company. Except as expressly contemplated by this Agreement, or in any other agreement referred to in Section 5 hereof, no merger, reorganization, recapitalization, sale of stock, sale of assets or other change in the capital structure of the Company or in the identity of the legal or beneficial owners of the Company shall affect the rights or obligations of the Company or Employee hereunder.

Change of Control, Change in Responsibilities. Upon the occurrence of both of the following events: (a) The dissolution or liquidation of the Company, or a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the owners of all of the outstanding shares of Common Stock immediately prior to such reorganization, merger or consolidation own in the aggregate, directly and indirectly, less than 50% of the outstanding shares of Common Stock of the Company or any other entity into which the Company shall be merged or consolidated immediately following the consummation thereof, or the sale, transfer or other disposition of all or substantially all of the assets or more than 50% of the then outstanding shares of Common Stock of the Company in a single transaction or series of related transactions (a “Change in Control”); and (b) Within one (1) year of such Change in Control there is a termination of employment without Cause cause or (2) there is a material diminution of or change in Employee’s responsibilities or duties, and Employee electsmay elect, in writing, within ninety (90) days following the occurrence of such diminution or change events, to resign terminate this Agreement and her employment with the Company will terminate, effective thirty (30) days after the Company’s receipt of such notice then, if notice. In such event Employee has a Separation from Service as a result of such termination or resignation, he shall be deemed to have been terminated by the Company other than for Cause and all amounts payable to Employee pursuant to Section 8.03 shall become payable in a lump sum in cash on his Separation from Service or, if he is a Specified Employee, on his Delayed Payment Dateimmediately due and payable. A Change in Control of the Company shall not be deemed to occur by reason of any public offering of the Common Stock of the Company. Notwithstanding any other provision contained in this Agreement, if the aggregate of the payments provided for in this Agreement which result from Employee’s election to terminate her employment under this Section 9.01 and the other payments and benefits which the Employee has the right to receive from the Company as a result thereof (the “Total Payments”) would constitute a “parachute payment,” as defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), the Employee shall receive, instead of the Total Payments, an increased amount (the “Gross Up Total”) equal to the product of (x) the Total Payments and (y) a fraction, the numerator of which is 1 and the denominator of which is 1 minus the maximum effective combined tax rate with respect to all federal, state, and local income taxes payable by the Employee under Code Section 4999 (the “Excise Taxes”). It is the intention of this provision that the Gross Up Total minus the Excise Taxes shall equal the Total Payments and this provision shall be read and interpreted accordingly. Except as expressly contemplated by this Agreement, or in any other agreement referred to in Section 5 hereof, no merger, reorganization, recapitalization, sale of stock, sale of assets or other change in the capital structure of the Company or in the identity of the legal or beneficial owners of the Company shall affect the rights or obligations of the Company or Employee hereunder.

Change of Control, Change in Responsibilities. Upon the occurrence of both of the following events: (a) The dissolution or liquidation of the Company, or a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the owners of or all of the outstanding shares of Common Stock immediately prior to such reorganization, merger or consolidation own in the aggregate, directly and indirectly, less than 50% of the outstanding shares of Common Stock of the Company or any other entity into which the Company shall be merged or consolidated immediately following the consummation thereof, or the sale, transfer or other disposition of all or substantially all of the assets or more than 50% of the then outstanding shares of Common Stock of the Company in a single transaction or series of related transactions (a “"Change in Control”"); and (b) Within one (1) year of such Change in Control there is a termination of employment without Cause cause or (2) there is a material diminution of or change in Employee’s responsibilities 's responsibilities, duties or dutiestitle, and Employee electsmay elect, in writing, within ninety (90) days following the occurrence of such diminution or change events, to resign terminate this Agreement and his employment with the Company will terminate, effective thirty (30) days after the Company’s 's receipt of such notice then, if notice. In such event Employee has a Separation from Service as a result of such termination or resignation, he shall be deemed to have been terminated by the Company other than for Cause and all amounts payable to Employee pursuant to Section 8.03 shall become payable in a lump sum in cash on his Separation from Service or, if he is a Specified Employee, on his Delayed Payment Dateimmediately due and payable. A Change in Control of the Company shall not be deemed to occur by reason of any public offering of the Common Stock of the Company. Notwithstanding any other provision contained in this Agreement, if the aggregate of the payments provided for in this Agreement which result from Employee's election to terminate his employment under this Section 9 and the other payments and benefits which the Employee has the right to receive from the Company as a result thereof (the "Total Payments") would constitute a "parachute payment," as defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), the Employee shall receive, instead of the Total Payments, an increased amount (the "Gross Up Total") equal to the product of (x) the Total Payments and (y) a fraction, the numerator of which is 1 and the denominator of which is 1 minus the maximum effective combined tax rate with respect to all federal, state, and local income taxes payable by the Employee under Code Section 4999 (the "Excise Taxes"). It is the intention of this provision that the Gross Up Total minus the Excise Taxes shall equal the Total Payments and this provision shall be read and interpreted accordingly. Except as expressly contemplated by this Agreement, or in any other agreement referred to in Section 5 hereof, no merger, reorganization, recapitalization, sale of stock, sale of assets or other change in the capital structure of the Company or in the identity of the legal or beneficial owners of the Company shall affect the rights or obligations of the Company or Employee hereunder.

Change of Control, Change in Responsibilities. Upon the occurrence of both any of the following events: (a) The the dissolution or liquidation of the Company, or a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the owners of all of the outstanding shares of Common Stock immediately prior to such reorganization, merger or consolidation own in the aggregate, directly and indirectly, aggregate less than 50% of the outstanding shares of Common Stock of the Company or any other entity into which the Company shall be merged or consolidated immediately following the consummation thereof, or the sale, transfer or other disposition of all or substantially all of the assets or more than 50% of the then outstanding shares of Common Stock of the Company in a single transaction or series of related transactions (a “"Change in Control”"); and; (b) Within one (1) year of such Change in Control there is a termination of employment without Cause or (2) there is a material diminution of or change in Employee’s responsibilities or 's responsibilities, duties, and title, or reporting relationship, or the Company's principal office is relocated more than forty-five (45) miles from its location immediately prior to such event (a "Change in Responsibilities"); provided that a change of principal office initiated by Employee elects, in writing, shall not be deemed a Change of Responsibilities hereunder; at Employee's election within ninety (90) days following the occurrence of any such diminution or change to resign effective thirty (30) days after the Company’s receipt of event, Employee may terminate this Agreement and in such notice then, if event Employee has a Separation from Service as a result of such termination or resignation, he shall be deemed to have been terminated by the Company other than for Cause and all amounts payable to Employee pursuant to Section 8.03 9.03 shall become payable in a lump sum in cash on his Separation from Service or, if he is a Specified Employee, on his Delayed Payment Date. A Change in Control of the Company shall not be deemed to occur by reason of any public offering of the Stock of the Companyimmediately due and payable. Except as expressly contemplated by this Agreement, or in any other agreement referred to in Section 5 hereof, no merger, reorganization, recapitalization, sale of stock, sale of assets or other change in the capital structure of the Company or in the identity of the legal or beneficial owners of the Company shall affect the rights or obligations of the Company or Employee hereunder.

Change of Control, Change in Responsibilities. Upon the occurrence of both of the following events: (a) The dissolution or liquidation of the Company, or a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the owners of all of the outstanding shares of Stock immediately prior to such reorganization, merger or consolidation own in the aggregate, directly and indirectly, less than 50% of the outstanding shares of Stock of the Company or any other entity into which the Company shall be merged or consolidated immediately following the consummation thereof, or the sale, transfer or other disposition of all or substantially all of the assets or more than 50% of the then outstanding shares of Stock of the Company in a single transaction or series of related transactions (a “Change in Control”); and (b) Within one (1) year of such Change in Control (1) there is a termination of employment without Cause or (2) there is a material diminution of or change in Employee’s responsibilities or duties, duties and Employee elects, in writing, within ninety (90) days following the occurrence of such diminution or change to resign effective thirty (30) days after the Company’s receipt of such notice notice, then, if Employee has a Separation from Service as a result of such termination or resignation, he she shall be deemed to have been terminated by the Company other than for Cause and all amounts payable to Employee pursuant to Section 8.03 shall become payable in a lump sum in cash on his her Separation from Service or, if he she is a Specified Employee, on his her Delayed Payment Date. A In addition, Employee’s right to exercise the option described in Section 5(c) shall fully vest on her Separation from Service and, if the Stock price was at least $20.00 a share or at least $25.00 a share or at least $30.00 a share on the effective date of the Change in Control of Control, such price on the Company effective date shall not be deemed treated as satisfying the twenty (20) consecutive trading day Stock price requirement under the applicable performance criterion under Section 5(c) and Employee shall have the right to occur by reason of any public offering of exercise such option to the Stock of the Companyextent such performance criterion is so treated as satisfied. Except as expressly contemplated by this Agreement, or in any other agreement referred to in Section 5 hereof, no merger, reorganization, recapitalization, sale of stock, sale of assets or other change in the capital structure of the Company or in the identity of the legal or beneficial owners of the Company shall affect the rights or obligations of the Company or Employee hereunder.Employee’s Initials: 9

Change of Control, Change in Responsibilities. Upon the occurrence of both of the following events: (a) The dissolution or liquidation of the Company, or a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the owners of all of the outstanding shares of Common Stock immediately prior to such reorganization, merger or consolidation own in the aggregate, directly and indirectly, less than 50% of the outstanding shares of Common Stock of the Company or any other entity into which the Company shall be merged or consolidated immediately following the consummation thereof, or the sale, transfer or other disposition of all or substantially all of the assets or more than 50% of the then outstanding shares of Common Stock of the Company in a single transaction or series of related transactions (a “"Change in Control”"); and (b) Within one (1) year of such Change in Control there is a termination of employment without Cause cause or (2) there is a material diminution of or change in Employee’s 's responsibilities or duties, and Employee electsmay elect, in writing, within ninety (90) days following the occurrence of such diminution or change events, to resign terminate this Agreement and his employment with the Company will terminate, effective thirty (30) days after the Company’s 's receipt of such notice then, if notice. In such event Employee has a Separation from Service as a result of such termination or resignation, he shall be deemed to have been terminated by the Company other than for Cause and all amounts payable to Employee pursuant to Section 8.03 shall become payable in a lump sum in cash on his Separation from Service or, if he is a Specified Employee, on his Delayed Payment Dateimmediately due and payable. A Change in Control of the Company shall not be deemed to occur by reason of any public offering of the Common Stock of the Company. Except as expressly contemplated by this Agreement, or in any other agreement referred to in Section 5 hereof, no merger, reorganization, recapitalization, sale of stock, sale of assets or other change in the capital structure of the Company or in the identity of the legal or beneficial owners of the Company shall affect the rights or obligations of the Company or Employee hereunder.

Change of Control, Change in Responsibilities. Upon the occurrence of both of the following events: (a) The dissolution or liquidation of the Company, or a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the owners of all of the outstanding shares of Common Stock immediately prior to such reorganization, merger or consolidation own in the aggregate, directly and indirectly, less than 50% of the outstanding shares of Common Stock of the Company or any other entity into which the Company shall be merged or consolidated immediately following the consummation thereof, or the sale, transfer or other disposition of all or substantially all of the assets or more than 50% of the then outstanding shares of Common Stock of the Company in a single transaction or series of related transactions (a “"Change in Control”"); and (b) Within one (1) year of such Change in Control there is a termination of employment without Cause cause or (2) there is a material diminution of or change in Employee’s responsibilities 's responsibilities, duties or dutiestitle, and Employee electsmay elect, in writing, within ninety (90) days following the occurrence of such diminution or change events, to resign terminate this Agreement and his employment with the Company will terminate, effective thirty (30) days after the Company’s 's receipt of such notice then, if notice. In such event Employee has a Separation from Service as a result of such termination or resignation, he shall be deemed to have been terminated by the Company other than for Cause and all amounts payable to Employee pursuant to Section 8.03 shall become payable in a lump sum in cash on his Separation from Service or, if he is a Specified Employee, on his Delayed Payment Dateimmediately due and payable. A Change in Control of the Company shall not be deemed to occur by reason of any public offering of the Common Stock of the Company. Except Neither a Sale of Cinnabon nor a Sale of Church's (as expressly contemplated by this Agreementdefined below), standing alone, collectively, or in taken together with any other agreement referred to transaction will constitute a Change in Section 5 hereof, no merger, reorganization, recapitalization, sale of stock, sale of assets or other change in the capital structure of the Company or in the identity of the legal or beneficial owners of the Company shall affect the rights or obligations of the Company or Employee hereunderControl.