Common use of Effect of Termination or Change in Control upon Equity-Based Incentives Clause in Contracts

Effect of Termination or Change in Control upon Equity-Based Incentives. (i) In the event the Executive’s employment hereunder is terminated by the Company for any reason other than for Cause or Disability (including, without limitation, by giving the Executive a Non-Renewal Notice pursuant to Section 1(a) hereof), or in the event the Executive should terminate his employment for Good Reason, then any Equity-Based Incentives held by the Executive which have not vested prior to the effective date of such termination shall immediately vest and shall remain exercisable until the earlier to occur of (x) the first anniversary of the effective date of such termination and (y) the final stated expiration date of the Equity-Based Incentive. In addition, in the event of such a termination, any Equity-Based Incentives held by the Executive which have vested prior to the effective date of such termination shall remain exercisable until the earlier to occur of (x) the first anniversary of the effective date of such termination and (y) the final stated expiration date of the Equity-Based Incentive. (ii) In the event the Executive’s employment hereunder is terminated by the Company for Cause or is terminated by the Executive other than for Good Reason (including, without limitation, by giving the Company a Non-Renewal Notice pursuant to Section 1(a) hereof), then effective upon the date such termination is effective, any Equity-Based Incentives which have not vested prior to the effective date of such termination shall be forfeited. Any Equity-Based Incentives held by the Executive entitling the Executive to retain or purchase securities of the Company which have vested prior to the effective date of such termination shall remain subject to the terms and provisions of the plan and/or the agreement under which they were awarded. (iii) In the event of the Executive’s death while employed by the Company or in the event that the Executive’s employment should terminate as a result of Disability, then, unless the provisions of Section 5(e)(iv) hereof regarding Change in Control shall apply, any Equity-Based Incentives held by the Executive which have not vested prior to the effective date of such termination shall immediately vest and shall also remain exercisable until the earlier to occur of (x) the first anniversary of the death of the Executive or the effective date of such termination and (y) the final stated expiration date of the Equity-Based Incentives. In addition, in the event of such death or such a termination, any Equity-Based Incentives held by the Executive which have vested prior to the effective date of such death or termination shall remain exercisable until the earlier to occur of (x) the first anniversary of the effective date of such death or termination and (y) the final stated expiration date of the Equity-Based Incentives. (iv) In the event of a conflict between the preceding terms and provisions of this Section 5(e) and any other terms and provisions governing any Equity-Based Incentives held (now or in the future) by the Executive (including without limitation the terms and provisions contained in the agreements and/or plans pursuant to which such Equity-Based Incentives were (or will in the future be) granted), the preceding terms and provisions of this Section 5(e) shall control; provided, however, that, if an Equity-Based Incentive does not by its terms require any exercise, no requirement of exercise shall be implied from the preceding terms and provisions of this Section 5(e).

Effect of Termination or Change in Control upon Equity-Based Incentives. In all cases subject to the provisions of Section 5(e)(vi) hereof: (i) In the event the Executive’s 's employment hereunder is terminated by the Company for any reason other than for Cause or Disability (including, without limitation, by giving the Executive a Non-Renewal Notice pursuant to Section 1(a) hereof), or in the event the Executive should terminate his employment for Good Reason, then then, unless the provisions of Section 5(e)(iv) hereof shall apply, any Equity-Based Incentives held by the Executive which have not vested prior to the effective date of such termination shall immediately vest and shall remain exercisable until the earlier to occur of (x) the first third anniversary of the effective date of such termination and (y) the final stated expiration date of the Equity-Based Incentive. In addition, in the event of such a termination, any Equity-Based Incentives held by the Executive which have vested prior to the effective date of such termination shall remain exercisable until the earlier to occur of (x) the first third anniversary of the effective date of such termination and (y) the final stated expiration date of the Equity-Based Incentive. (ii) In the event the Executive’s 's employment hereunder is terminated by the Company for Cause or is terminated by the Executive other than for Good Reason (including, without limitation, by giving the Company a Non-Renewal Notice pursuant to Section 1(a) hereof), then effective upon the date such termination is effective, any Equity-Based Incentives which have not vested prior to the effective date of such termination shall be forfeited. Any Equity-Based Incentives held by the Executive entitling the Executive to retain or purchase securities of the Company which have vested prior to the effective date of such termination shall remain subject to the terms and provisions of the plan and/or the agreement under which they were awarded. (iii) In the event of the Executive’s 's death while employed by the Company or in the event that the Executive’s 's employment should terminate as a result of Disability, then, unless the provisions of Section 5(e)(iv) hereof regarding Change in Control shall apply, any Equity-Based Incentives held by the Executive which have not vested prior to the effective date of such termination shall immediately vest and shall also remain exercisable until the earlier to occur of (x) the first third anniversary of the death of the Executive or the effective date of such termination and (y) the final stated expiration date of the Equity-Based Incentives. In addition, in the event of such death or such a termination, any Equity-Based Incentives held by the Executive which have vested prior to the effective date of such death or termination shall remain exercisable until the earlier to occur of (x) the first third anniversary of the effective date of such death or termination and (y) the final stated expiration date of the Equity-Based Incentives. (iv) In the event of a Change in Control while the Executive is employed by the Company, then as of the date immediately prior to the date such Change in Control shall occur, any Equity-Based Incentives held by the Executive which have not vested prior to such date shall immediately vest and all Equity-Based Incentives held by the Executive shall remain exercisable in accordance with the terms and provisions governing such Equity-Based Incentives. In the event that the Executive's employment is terminated for any reason within one (1) year following a Change in Control, all Equity-Based Incentives held by the Executive shall continue to remain exercisable until their respective final stated expiration dates. In the event that the Executive's employment is terminated by the Company other than for Cause or Disability (including, without limitation, by giving the Executive a Non-Renewal Notice pursuant to Section 1(a) hereof) in anticipation of a Change in Control, then as of the date immediately prior to the date on which notice of such termination is given, any Equity-Based Incentives held by the Executive which have not vested prior to such date shall immediately vest and all Equity-Based Incentives held by the Executive shall remain exercisable until their respective final stated expiration dates. (v) In the event of a conflict between the preceding terms and provisions of this Section 5(e) and any other terms and provisions governing any Equity-Based Incentives held (now or in the future) by the Executive (including without limitation the terms and provisions contained in the agreements and/or plans pursuant to which such Equity-Based Incentives were (or will in the future be) granted), the preceding terms and provisions of this Section 5(e) shall control; provided, however, that, if an Equity-Based Incentive (including, without limitation, a grant of restricted stock or a Deferred Stock Grant) does not by its terms require any exercise, no requirement of exercise shall be implied from the preceding terms and provisions of this Section 5(e). (vi) Notwithstanding the preceding terms and provisions of this Section 5(e), in the event of a conflict between such preceding terms and provisions and any other terms and provisions governing any Equity-Based Incentives granted under the 2003 Plan held (now or in the future) by the Executive (including, without limitation, the terms and provisions contained in the 2003 Plan and/or agreements and/or resolutions relating to such Equity-Based Incentives), such other terms and provisions shall control.

Effect of Termination or Change in Control upon Equity-Based Incentives. In all cases subject to the provisions of Section 5(e)(v) hereof: (i) In the event the Executive’s 's employment hereunder is terminated by the Company for any reason other than for Cause or Disability (including, without limitation, by giving the Executive a Non-Renewal Notice pursuant to Section 1(a) hereof)Cause, or in the event the Executive should terminate his employment for Good Reason, then or if the Executive's employment hereunder is terminated because the Employment Period has ended on December 31, 2004 or because of Disability or the death of the Executive, then, unless the provisions of Section 5(e)(iii) hereof shall apply, any Equity-Based Incentives held by the Executive which have not vested prior to the effective date of such termination or death shall immediately vest and shall remain exercisable until the earlier to occur of (x) the first third anniversary of the effective date of such termination or death and (y) the final stated expiration date of the Equity-Based Incentive. In addition, in the event of such a termination, any Equity-Based Incentives held by the Executive which have vested prior to the effective date of such termination or death and (x) which constitute Extended Equity Incentives (as defined below) shall remain exercisable until the earlier to occur of (x1) the first third anniversary of the effective date of such termination or death and (y2) the final stated expiration date of the Equity-Based Incentive. Incentive and (iiy) In which do not constitute Extended Equity Incentives shall remain exercisable in accordance with the event terms and provisions of the Executive’s employment hereunder is terminated by plan and/or agreement under which they were awarded. As used herein, the Company for Cause or is terminated by the Executive other than for Good Reason (including, without limitation, by giving the Company a Non-Renewal Notice pursuant to Section 1(a) hereof), then effective upon the date such termination is effective, any Equity-Based Incentives which have not vested prior to the effective date of such termination term "Extended Equity Incentives" shall be forfeited. Any mean Equity-Based Incentives held by the Executive entitling the Executive to retain or purchase securities of the Company which either (A) have vested prior been granted (or, under generally accepted accounting principles as in effect from time to time and as applied in the effective date of such termination shall remain subject to the terms and provisions financial statements of the plan and/or the agreement under which Company, have been renewed, extended or otherwise modified such that they were awarded. (iii) In the event are accounted for as if they had been granted, including without limitation by virtue of accelerated vesting upon termination of the Executive’s death while employed by the Company 's employment hereunder) on or after December 31, 2001 or (B) are not described in the event that the Executive’s employment should terminate as a result of Disability, then, unless the provisions of Section 5(e)(iv) hereof regarding Change in Control shall apply, any Equity-Based Incentives held by the Executive which have not vested prior to the effective date of such termination shall immediately vest and shall also remain exercisable until the earlier to occur of preceding clause (x) the first anniversary of the death of the Executive or the effective date of such termination and (y) the final stated expiration date of the Equity-Based Incentives. In addition, in the event of such death or such a termination, any Equity-Based Incentives held by the Executive which have vested prior to the effective date of such death or termination shall remain exercisable until the earlier to occur of (x) the first anniversary of the effective date of such death or termination and (y) the final stated expiration date of the Equity-Based Incentives. (iv) In the event of a conflict between the preceding terms and provisions of this Section 5(eA) and any other terms and provisions governing any Equity-Based Incentives held (now have a purchase or in the future) by the Executive (including without limitation the terms and provisions contained in the agreements and/or plans pursuant exercise price equal to which such Equity-Based Incentives were (or will in the future be) granted)at least $7.00 per share as of December 31, the preceding terms and provisions of this Section 5(e) shall control; provided, however, that, if an Equity-Based Incentive does not by its terms require any exercise, no requirement of exercise shall be implied from the preceding terms and provisions of this Section 5(e)2001.

Effect of Termination or Change in Control upon Equity-Based Incentives. (i) In the event the Executive’s employment hereunder is terminated by the Company for any reason other than for Cause or Disability (including, without limitation, by giving the Executive a Non-Renewal Notice pursuant to Section 1(a) hereof), or in the event the Executive should terminate his her employment for Good Reason, then any Equity-Based Incentives held by the Executive which have not vested prior to the effective date of such termination shall immediately vest and shall remain exercisable until the earlier to occur of (x) the first anniversary of the effective date of such termination and (y) the final stated expiration date of the Equity-Based Incentive. In addition, in the event of such a termination, any Equity-Based Incentives held by the Executive which have vested prior to the effective date of such termination shall remain exercisable until the earlier to occur of (x) the first anniversary of the effective date of such termination and (y) the final stated expiration date of the Equity-Based Incentive. (ii) In the event the Executive’s employment hereunder is terminated by the Company for Cause or is terminated by the Executive other than for Good Reason (including, without limitation, by giving the Company a Non-Renewal Notice pursuant to Section 1(a) hereof), then effective upon the date such termination is effective, any Equity-Based Incentives which have not vested prior to the effective date of such termination shall be forfeited. Any Equity-Based Incentives held by the Executive entitling the Executive to retain or purchase securities of the Company which have vested prior to the effective date of such termination shall remain subject to the terms and provisions of the plan and/or the agreement under which they were awarded. (iii) In the event of the Executive’s death while employed by the Company or in the event that the Executive’s employment should terminate as a result of Disability, then, unless the provisions of Section 5(e)(iv) hereof regarding Change in Control shall apply, any Equity-Based Incentives held by the Executive which have not vested prior to the effective date of such termination shall immediately vest and shall also remain exercisable until the earlier to occur of (x) the first anniversary of the death of the Executive or the effective date of such termination and (y) the final stated expiration date of the Equity-Based Incentives. In addition, in the event of such death or such a termination, any Equity-Based Incentives held by the Executive which have vested prior to the effective date of such death or termination shall remain exercisable until the earlier to occur of (x) the first anniversary of the effective date of such death or termination and (y) the final stated expiration date of the Equity-Based Incentives. (iv) In the event of a conflict between the preceding terms and provisions of this Section 5(e) and any other terms and provisions governing any Equity-Based Incentives held (now or in the future) by the Executive (including without limitation the terms and provisions contained in the agreements and/or plans pursuant to which such Equity-Based Incentives were (or will in the future be) granted), the preceding terms and provisions of this Section 5(e) shall control; provided, however, that, if an Equity-Based Incentive does not by its terms require any exercise, no requirement of exercise shall be implied from the preceding terms and provisions of this Section 5(e).

Effect of Termination or Change in Control upon Equity-Based Incentives. (i) In the event the Executive’s employment hereunder is terminated by the Company during the Employment Term for any reason (including a termination by giving a Non-Renewal Notice) other than for Cause or Disability (including, without limitation, by giving the Executive a Non-Renewal Notice pursuant to Section 1(a) hereof), or in the event the Executive should terminate terminates his employment during the Employment Term for Good Reason, then any Equity-Based Incentives held by the Executive which have not vested prior to the effective date of such termination shall immediately vest and shall remain exercisable until the earlier to occur of (xA) the first anniversary of the effective date of such termination and (yB) the final stated expiration date of the Equity-Based Incentive. In addition, in the event of such a termination, any Equity-Based Incentives held by the Executive which have vested prior to the effective date of such termination shall remain exercisable until the earlier to occur of (xA) the first anniversary of the effective date of such termination and (yB) the final stated expiration date of the Equity-Based Incentive. (ii) In the event the Executive’s employment hereunder is terminated by the Company during the Employment Term for Cause or is terminated by the Executive during the Employment Term other than for Good Reason (including, without limitation, by giving the Company a Non-Renewal Notice pursuant to Section 1(a) hereof)Reason, then effective upon the date such termination is effective, any Equity-Based Incentives which have not vested prior to the effective date of such termination shall be forfeited. Any Equity-Based Incentives held by the Executive entitling the Executive to retain or purchase securities of the Company which have vested prior to the effective date of such termination shall remain subject to the terms and provisions of the plan and/or the agreement under which they were awarded. (iii) In the event of the Executive’s death while employed by during the Company Employment Term or in the event that the Executive’s employment should terminate during the Employment Term as a result of Disability, then, unless the provisions of Section 5(e)(iv) hereof regarding Change in Control shall apply, then any Equity-Based Incentives held by the Executive which have not vested prior to the effective date of such termination shall immediately vest and shall also remain exercisable until the earlier to occur of (xA) the first anniversary of the death of the Executive or the effective date of such termination and (yB) the final stated expiration date of the Equity-Based Incentives. In addition, in the event of such death or such a terminationtermination as a result of Disability, any Equity-Based Incentives held by the Executive which have vested prior to the effective date of such death or termination shall remain exercisable until the earlier to occur of (xA) the first anniversary of the effective date of such death or termination and (yB) the final stated expiration date of the Equity-Based Incentives. (iv) In the event of a conflict between the preceding terms and provisions of this Section 5(e) and any other terms and provisions governing any Equity-Based Incentives held (now or in the future) by the Executive (including without limitation the terms and provisions contained in the agreements and/or plans pursuant to which such Equity-Based Incentives were (or will in the future be) granted), the preceding terms and provisions of this Section 5(e) shall control; provided, however, that, if an Equity-Based Incentive does not by its terms require any exercise, no requirement of exercise shall be implied from the preceding terms and provisions of this Section 5(e). (v) Anything to the contrary in this Agreement notwithstanding, the final stated expiration date of an Equity-Based Incentive shall not be extended beyond the tenth (10th) anniversary of the date on which such Equity-Based Incentive was granted.

Effect of Termination or Change in Control upon Equity-Based Incentives. (i) In the event the Executive’s employment hereunder is terminated by the Company for any reason other than for Cause or Disability (including, without limitation, by giving the Executive a Non-Renewal Notice pursuant to Section 1(a1(b) hereof), or in the event the Executive should terminate his her employment for Good Reason, then any Equity-Based Incentives held by the Executive which have not vested prior to the effective date of such termination shall immediately vest and shall remain exercisable until the earlier to occur of (x) the first anniversary of the effective date of such termination and (y) the final stated expiration date of the Equity-Based Incentive. In addition, in the event of such a termination, any Equity-Based Incentives held by the Executive which have vested prior to the effective date of such termination shall remain exercisable until the earlier to occur of (x) the first anniversary of the effective date of such termination and (y) the final stated expiration date of the Equity-Based Incentive. (ii) In the event the Executive’s employment hereunder is terminated by the Company for Cause or is terminated by the Executive other than for Good Reason (including, without limitation, by giving the Company a Non-Renewal Notice pursuant to Section 1(a1(b) hereof), then effective upon the date such termination is effective, any Equity-Based Incentives which have not vested prior to the effective date of such termination shall be forfeited. Any Equity-Based Incentives held by the Executive entitling the Executive to retain or purchase securities of the Company which have vested prior to the effective date of such termination shall remain subject to the terms and provisions of the plan and/or the agreement under which they were awarded. (iii) In the event of the Executive’s death while employed by the Company or in the event that the Executive’s employment should terminate as a result of Disability, then, unless the provisions of Section 5(e)(iv) hereof regarding Change in Control shall apply, then any Equity-Based Incentives held by the Executive which have not vested prior to the effective date of such termination shall immediately vest and shall also remain exercisable until the earlier to occur of (x) the first anniversary of the death of the Executive or the effective date of such termination and (y) the final stated expiration date of the Equity-Based Incentives. In addition, in the event of such death or such a termination, any Equity-Based Incentives held by the Executive which have vested prior to the effective date of such death or termination shall remain exercisable until the earlier to occur of (x) the first anniversary of the effective date of such death or termination and (y) the final stated expiration date of the Equity-Based Incentives. (iv) In the event of a conflict between the preceding terms and provisions of this Section 5(e) and any other terms and provisions governing any Equity-Based Incentives held (now or in the future) by the Executive (including without limitation the terms and provisions contained in the agreements and/or plans pursuant to which such Equity-Based Incentives were (or will in the future be) granted), the preceding terms and provisions of this Section 5(e) shall control; provided, however, that, if an Equity-Based Incentive does not by its terms require any exercise, no requirement of exercise shall be implied from the preceding terms and provisions of this Section 5(e). (v) Anything to the contrary in this Agreement notwithstanding, the final stated expiration date of an Equity Based Incentive shall not be extended beyond the tenth anniversary of the date on which such Equity-Based Incentive was granted.

Effect of Termination or Change in Control upon Equity-Based Incentives. In all cases subject to the provisions of Section 5(e)(vi) hereof: (i) In the event the Executive’s 's employment hereunder is terminated by the Company for any reason other than for Cause or Disability (including, without limitation, by giving the Executive a Non-Renewal Notice pursuant to Section 1(a) hereof), or in the event the Executive should terminate his employment for Good Reason, then then, unless the provisions of Section 5(e)(iv) hereof shall apply, any Equity-Based Incentives held by the Executive which have not vested prior to the effective date of such termination shall immediately vest and shall remain exercisable until the earlier to occur of (x) the first third anniversary of the effective date of such termination and (y) the final stated expiration date of the Equity-Based Incentive. In addition, in the event of such a termination, any Equity-Based Incentives held by the Executive which have vested prior to the effective date of such termination shall remain exercisable until the earlier to occur of (x) the first third anniversary of the effective date of such termination and (y) the final stated expiration date of the Equity-Based Incentive. (ii) In the event the Executive’s 's employment hereunder is terminated by the Company for Cause or is terminated by the Executive other than for Good Reason (including, without limitation, by giving the Company a Non-Renewal Notice pursuant to Section 1(a) hereof), then effective upon the date such termination is effective, any Equity-Based Incentives which have not vested prior to the effective date of such termination shall be forfeited. Any Equity-Based Incentives held by the Executive entitling the Executive to retain or purchase securities of the Company which have vested prior to the effective date of such termination shall remain subject to the terms and provisions of the plan and/or the agreement under which they were awarded. (iii) In the event of the Executive’s 's death while employed by the Company or in the event that the Executive’s 's employment should terminate as a result of Disability, then, unless the provisions of Section 5(e)(iv) hereof regarding Change in Control shall apply, any Equity-Based Incentives held by the Executive which have not vested prior to the effective date of such termination shall immediately vest and shall also remain exercisable until the earlier to occur of (x) the first third anniversary of the death of the Executive or the effective date of such termination and (y) the final stated expiration date of the Equity-Based Incentives. In addition, in the event of such death or such a termination, any Equity-Based Incentives held by the Executive which have vested prior to the effective date of such death or termination shall remain exercisable until the earlier to occur of (x) the first third anniversary of the effective date of such death or termination and (y) the final stated expiration date of the Equity-Based Incentives. (iv) In the event of a Change in Control while the Executive is employed by the Company, then as of the date immediately prior to the date such Change in Control shall occur, any Equity-Based Incentives held by the Executive which have not vested prior to such date shall immediately vest and all Equity-Based Incentives held by the Executive shall remain exercisable in accordance with the terms and provisions governing such Equity-Based Incentives. In the event that the Executive's employment is terminated for any reason within one (1) year following a Change in Control, all Equity-Based Incentives held by the Executive shall continue to remain exercisable until their respective final stated expiration dates. In the event that the Executive's employment is terminated by the Company other than for Cause or Disability (including, without limitation, by giving the Executive a Non-Renewal Notice pursuant to Section 1(a) hereof) in anticipation of a Change in Control, then as of the date immediately prior to the date on which notice of such termination is given, any Equity-Based Incentives held by the Executive which have not vested prior to such date shall immediately vest and all Equity-Based Incentives held by the Executive shall remain exercisable until their respective final stated expiration dates. (v) In the event of a conflict between the preceding terms and provisions of this Section 5(e) and any other terms and provisions governing any Equity-Based Incentives held (now or in the future) by the Executive (including without limitation the terms and provisions contained in the agreements and/or plans pursuant to which such Equity-Based Incentives were (or will in the future be) grantedgranted but excluding matters covered by Section 5(e)(vi)), the preceding terms and provisions of this Section 5(e) shall control; provided, however, that, if an Equity-Based Incentive (including, without limitation, a grant of restricted stock or a Deferred Stock Grant) does not by its terms require any exercise, no requirement of exercise shall be implied from the preceding terms and provisions of this Section 5(e). (vi) Notwithstanding the preceding terms and provisions of this Section 5(e), in the event of a conflict between such preceding terms and provisions and any other terms and provisions governing any Equity-Based Incentives granted under the 2003 Plan held (now or in the future) by the Executive (including, without limitation, the terms and provisions contained in the 2003 Plan and/or agreements and/or resolutions relating to such Equity-Based Incentives), such other terms and provisions shall control.

Effect of Termination or Change in Control upon Equity-Based Incentives. (i) In the event the Executive’s 's employment hereunder is terminated by the Company for any reason other than for Cause or Disability (including, without limitation, by giving the Executive a Non-Renewal Notice pursuant to Section 1(a) hereof), or in the event the Executive should terminate his employment for Good Reason, then any Equity-Based Incentives held by the Executive which have not vested prior to the effective date of such termination shall immediately vest and shall remain exercisable until the earlier to occur of (x) the first anniversary of the effective date of such termination and (y) the final stated expiration date of the Equity-Based Incentive. In addition, in the event of such a termination, any Equity-Based Incentives held by the Executive which have vested prior to the effective date of such termination shall remain exercisable until the earlier to occur of (x) the first anniversary of the effective date of such termination and (y) the final stated expiration date of the Equity-Based Incentive. (ii) In the event the Executive’s 's employment hereunder is terminated by the Company for Cause or is terminated by the Executive other than for Good Reason (including, without limitation, by giving the Company a Non-Renewal Notice pursuant to Section 1(a) hereof), then effective upon the date such termination is effective, any Equity-Based Incentives which have not vested prior to the effective date of such termination shall be forfeited. Any Equity-Based Incentives held by the Executive entitling the Executive to retain or purchase securities of the Company which have vested prior to the effective date of such termination shall remain subject to the terms and provisions of the plan and/or the agreement under which they were awarded. (iii) In the event of the Executive’s 's death while employed by the Company or in the event that the Executive’s 's employment should terminate as a result of Disability, then, unless the provisions of Section 5(e)(iv) hereof regarding Change in Control shall apply, any Equity-Based Incentives held by the Executive which have not vested prior to the effective date of such termination shall immediately vest and shall also remain exercisable until the earlier to occur of (x) the first anniversary of the death of the Executive or the effective date of such termination and (y) the final stated expiration date of the Equity-Based Incentives. In addition, in the event of such death or such a termination, any Equity-Based Incentives held by the Executive which have vested prior to the effective date of such death or termination shall remain exercisable until the earlier to occur of (x) the first anniversary of the effective date of such death or termination and (y) the final stated expiration date of the Equity-Based Incentives. (iv) In the event of a conflict between the preceding terms and provisions of this Section 5(e) and any other terms and provisions governing any Equity-Based Incentives held (now or in the future) by the Executive (including without limitation the terms and provisions contained in the agreements and/or plans pursuant to which such Equity-Based Incentives were (or will in the future be) granted), the preceding terms and provisions of this Section 5(e) shall control; provided, however, that, if an Equity-Based Incentive does not by its terms require any exercise, no requirement of exercise shall be implied from the preceding terms and provisions of this Section 5(e).

Effect of Termination or Change in Control upon Equity-Based Incentives. In all cases subject to the provisions of Section 5(e)(vi) hereof: (i) In the event the Executive’s employment hereunder is terminated by the Company for any reason other than for Cause or Disability (including, without limitation, by giving the Executive a Non-Renewal Notice pursuant to Section 1(a1(b) hereof), or in the event the Executive should terminate his employment for Good Reason, then then, unless the provisions of Section 5(e)(iv) hereof shall apply, any Equity-Based Incentives held by the Executive which have not vested prior to the effective date of such termination shall immediately vest and shall remain exercisable until the earlier to occur of (x) the first third anniversary of the effective date of such termination and (y) the final stated expiration date of the Equity-Based Incentive. In addition, in the event of such a termination, any Equity-Based Incentives held by the Executive which have vested prior to the effective date of such termination shall remain exercisable until the earlier to occur of (x) the first third anniversary of the effective date of such termination and (y) the final stated expiration date of the Equity-Based Incentive. (ii) In the event the Executive’s employment hereunder is terminated by the Company for Cause or is terminated by the Executive other than for Good Reason (including, without limitation, by giving the Company a Non-Renewal Notice pursuant to Section 1(a1(b) hereof), then effective upon the date such termination is effective, any Equity-Based Incentives which have not vested prior to the effective date of such termination shall be forfeited. Any Equity-Based Incentives held by the Executive entitling the Executive to retain or purchase securities of the Company which have vested prior to the effective date of such termination shall remain subject to the terms and provisions of the plan and/or the agreement under which they were awarded. (iii) In the event of the Executive’s death while employed by the Company or in the event that the Executive’s employment should terminate as a result of Disability, then, unless the provisions of Section 5(e)(iv) hereof regarding Change in Control shall apply, any Equity-Based Incentives held by the Executive which have not vested prior to the effective date of such termination shall immediately vest and shall also remain exercisable until the earlier to occur of (x) the first third anniversary of the death of the Executive or the effective date of such termination and (y) the final stated expiration date of the Equity-Based Incentives. In addition, in the event of such death or such a termination, any Equity-Based Incentives held by the Executive which have vested prior to the effective date of such death or termination shall remain exercisable until the earlier to occur of (x) the first third anniversary of the effective date of such death or termination and (y) the final stated expiration date of the Equity-Based Incentives. (iv) In the event of a Change in Control while the Executive is employed by the Company, then as of the date immediately prior to the date such Change in Control shall occur, any Equity-Based Incentives held by the Executive which have not vested prior to such date shall immediately vest and all Equity-Based Incentives held by the Executive shall remain exercisable in accordance with the terms and provisions governing such Equity-Based Incentives. In the event that the Executive’s employment is terminated for any reason within one (1) year following a Change in Control, all Equity-Based Incentives held by the Executive shall continue to remain exercisable until their respective final stated expiration dates. In the event that the Executive’s employment is terminated by the Company other than for Cause or Disability (including, without limitation, by giving the Executive a Non-Renewal Notice pursuant to Section 1(b) hereof) in anticipation of a Change in Control, then as of the date immediately prior to the date on which notice of such termination is given, any Equity-Based Incentives held by the Executive which have not vested prior to such date shall immediately vest and all Equity-Based Incentives held by the Executive shall remain exercisable until their respective final stated expiration dates. (v) In the event of a conflict between the preceding terms and provisions of this Section 5(e) and any other terms and provisions governing any Equity-Based Incentives held (now or in the future) by the Executive (including without limitation the terms and provisions contained in the agreements and/or plans pursuant to which such Equity-Based Incentives were (or will in the future be) grantedgranted but excluding matters covered by Section 5(e)(vi)), the preceding terms and provisions of this Section 5(e) shall control; provided, however, that, if an Equity-Based Incentive (including, without limitation, a grant of restricted stock or a Deferred Stock Grant) does not by its terms require any exercise, no requirement of exercise shall be implied from the preceding terms and provisions of this Section 5(e). (vi) Anything to the contrary in this Agreement notwithstanding, the final stated expiration date of an Equity Based Incentive shall not be extended beyond the tenth anniversary of the date on which such Equity-Based Incentive was granted.

Effect of Termination or Change in Control upon Equity-Based Incentives. (i) In the event the Executive’s 's employment hereunder is terminated by the Company during the Employment Term for any reason (including a termination by giving a Non-Renewal Notice) other than for Cause or Disability (including, without limitation, by giving the Executive a Non-Renewal Notice pursuant to Section 1(a) hereof), or in the event the Executive should terminate terminates his employment during the Employment Term for Good Reason, then any Equity-Based Incentives held by the Executive which have not vested prior to the effective date of such termination shall immediately vest and shall remain exercisable until the earlier to occur of (xA) the first anniversary of the effective date of such termination and (yB) the final stated expiration date of the Equity-Based Incentive. In addition, in the event of such a termination, any Equity-Based Incentives held by the Executive which have vested prior to the effective date of such termination shall remain exercisable until the earlier to occur of (xA) the first anniversary of the effective date of such termination and (yB) the final stated expiration date of the Equity-Equity­ Based Incentive. (ii) In the event the Executive’s 's employment hereunder is terminated by the Company during the Employment Term for Cause or is terminated by the Executive during the Employment Term other than for Good Reason (including, without limitation, by giving the Company a Non-Renewal Notice pursuant to Section 1(a) hereof)Reason, then effective upon the date such termination is effective, any Equity-Based Incentives which have not vested prior to the effective date of such termination shall be forfeited. Any Equity-Based Incentives held by the Executive entitling the Executive to retain or purchase securities of the Company which have vested prior to the effective date of such termination shall remain subject to the terms and provisions of the plan and/or the agreement under which they were awarded. (iii) In the event of the Executive’s 's death while employed by during the Company Employment Term or in the event that the Executive’s 's employment should terminate during the Employment Term as a result of Disability, then, unless the provisions of Section 5(e)(iv) hereof regarding Change in Control shall apply, then any Equity-Based Incentives held by the Executive which have not vested prior to the effective date of such termination shall immediately vest and shall also remain exercisable until the earlier to occur of (xA) the first anniversary of the death of the Executive or the effective date of such termination and (yB) the final stated expiration date of the Equity-Based Incentives. In addition, in the event of such death or such a terminationtermination as a result of Disability, any Equity-Based Incentives held by the Executive which have vested prior to the effective date of such death or termination shall remain exercisable until the earlier to occur of (xA) the first anniversary of the effective date of such death or termination and (yB) the final stated expiration date of the Equity-Based Incentives. (iv) In the event of a conflict between the preceding terms and provisions of this Section 5(e) and any other terms and provisions governing any Equity-Based Incentives held (now or in the future) by the Executive (including without limitation the terms and provisions contained in the agreements and/or plans pursuant to which such Equity-Based Incentives were (or will in the future be) granted), the preceding terms and provisions of this Section 5(e) shall control; provided, however, that, if an Equity-Based Incentive does not by its terms require any exercise, no requirement of exercise shall be implied from the preceding terms and provisions of this Section 5(e). (v) Anything to the contrary in this Agreement notwithstanding, the final stated expiration date of an Equity-Based Incentive shall not be extended beyond the tenth (10th) anniversary of the date on which such Equity-Based Incentive was granted.

Effect of Termination or Change in Control upon Equity-Based Incentives. (i) In the event the Executive’s 's employment hereunder is terminated by the Company for any reason other than for Cause or Disability (including, without limitation, by giving the Executive a Non-Renewal Notice pursuant to Section 1(a1(b) hereof), or in the event the Executive should terminate his employment for Good Reason, then any Equity-Based Incentives held by the Executive which have not vested prior to the effective date of such termination shall immediately vest and shall remain exercisable until the earlier to occur of (x) the first anniversary of the effective date of such termination and (y) the final stated expiration date of the Equity-Based Incentive. In addition, in the event of such a termination, any Equity-Based Incentives held by the Executive which have vested prior to the effective date of such termination shall remain exercisable until the earlier to occur of (x) the first anniversary of the effective date of such termination and (y) the final stated expiration date of the Equity-Based Incentive. (ii) In the event the Executive’s 's employment hereunder is terminated by the Company for Cause or is terminated by the Executive other than for Good Reason (including, without limitation, by giving the Company a Non-Renewal Notice pursuant to Section 1(a1(b) hereof), then effective upon the date such termination is effective, any Equity-Based Incentives which have not vested prior to the effective date of such termination shall be forfeited. Any Equity-Based Incentives held by the Executive entitling the Executive to retain or purchase securities of the Company which have vested prior to the effective date of such termination shall remain subject to the terms and provisions of the plan and/or the agreement under which they were awarded. (iii) In the event of the Executive’s 's death while employed by the Company or in the event that the Executive’s 's employment should terminate as a result of Disability, then, unless the provisions of Section 5(e)(iv) hereof regarding Change in Control shall apply, then any Equity-Based Incentives held by the Executive which have not vested prior to the effective date of such termination shall immediately vest and shall also remain exercisable until the earlier to occur of (x) the first anniversary of the death of the Executive or the effective date of such termination and (y) the final stated expiration date of the Equity-Based Incentives. In addition, in the event of such death or such a termination, any Equity-Based Incentives held by the Executive which have vested prior to the effective date of such death or termination shall remain exercisable until the earlier to occur of (x) the first anniversary of the effective date of such death or termination and (y) the final stated expiration date of the Equity-Based Incentives. (iv) In the event of a conflict between the preceding terms and provisions of this Section 5(e) and any other terms and provisions governing any Equity-Based Incentives held (now or in the future) by the Executive (including without limitation the terms and provisions contained in the agreements and/or plans pursuant to which such Equity-Based Incentives were (or will in the future be) granted), the preceding terms and provisions of this Section 5(e) shall control; provided, however, that, if an Equity-Based Incentive does not by its terms require any exercise, no requirement of exercise shall be implied from the preceding terms and provisions of this Section 5(e). (v) Anything to the contrary in this Agreement notwithstanding, the final stated expiration date of an Equity Based Incentive shall not be extended beyond the tenth anniversary of the date on which such Equity-Based Incentive was granted.

Effect of Termination or Change in Control upon Equity-Based Incentives. (i) In the event the Executive’s employment hereunder is terminated by the Company for any reason other than for Cause or Disability (including, without limitation, by giving the Executive a Non-Renewal Notice pursuant to Section 1(a1(b) hereof), or in the event the Executive should terminate his her employment for Good Reason, then any Equity-Based Incentives held by the Executive which have not vested prior to the effective date of such termination shall immediately vest and shall remain exercisable until the earlier to occur of (x) the first anniversary of the effective date of such termination and (y) the final stated expiration date of the Equity-Based Incentive. In addition, in the event of such a termination, any Equity-Based Incentives held by the Executive which have vested prior to the effective date of such termination shall remain exercisable until the earlier to occur of (x) the first anniversary of the effective date of such termination and (y) the final stated expiration date of the Equity-Based Incentive. (ii) In the event the Executive’s employment hereunder is terminated by the Company for Cause or is terminated by the Executive other than for Good Reason (including, without limitation, by giving the Company a Non-Renewal Notice pursuant to Section 1(a1(b) hereof), then effective upon the date such termination is effective, any Equity-Based Incentives which have not vested prior to the effective date of such termination shall be forfeited. Any Equity-Based Incentives held by the Executive entitling the Executive to retain or purchase securities of the Company which have vested prior to the effective date of such termination shall remain subject to the terms and provisions of the plan and/or the agreement under which they were awarded. (iii) In the event of the Executive’s death while employed by the Company or in the event that the Executive’s employment should terminate as a result of Disability, then, unless the provisions of Section 5(e)(iv) hereof regarding Change in Control shall apply, then any Equity-Based Incentives held by the Executive which have not vested prior to the effective date of such termination shall immediately vest and shall also remain exercisable until the earlier to occur of (x) the first anniversary of the death of the Executive or the effective date of such termination and (y) the final stated expiration date of the Equity-Based Incentives. In addition, in the event of such death or such a termination, any Equity-Based Incentives held by the Executive which have vested prior to the effective date of such death or termination shall remain exercisable until the earlier to occur of (x) the first anniversary of the effective date of such death or termination and (y) the final stated expiration date of the Equity-Based Incentives.. Amended and Restated Employment Agreement of Xxxxxxxx X. Xxxx (iv) In the event of a conflict between the preceding terms and provisions of this Section 5(e) and any other terms and provisions governing any Equity-Based Incentives held (now or in the future) by the Executive (including without limitation the terms and provisions contained in the agreements and/or plans pursuant to which such Equity-Based Incentives were (or will in the future be) granted), the preceding terms and provisions of this Section 5(e) shall control; provided, however, that, if an Equity-Based Incentive does not by its terms require any exercise, no requirement of exercise shall be implied from the preceding terms and provisions of this Section 5(e). (v) Anything to the contrary in this Agreement notwithstanding, the final stated expiration date of an Equity Based Incentive shall not be extended beyond the tenth anniversary of the date on which such Equity-Based Incentive was granted.