Common use of Employment of Employee Clause in Contracts

Employment of Employee. (a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employee's employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employee's employment at any time in any lawful manner. (b) In the event of a Potential Change in Control, to be entitled to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will continue to perform Employee's regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect. (c) If Employee's employment terminates on or after the Change in Control Date, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4. (d) If Employee's employment is terminated by the Company prior to the Change in Control Date but on or after a Potential Change in Control Date, then the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4 unless the Company reasonably demonstrates that Employee's termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of payments and the provision of benefits in Sections 3 and 4 under the circumstances described in this Section 2(d), Employee's date of termination shall be deemed to be the Change in Control Date.

Employment of Employee. (a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employee's ’s employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employee's ’s employment at any time in any lawful manner. 1 “Company” shall include the Company, any successor to the Company’s business and/or assets, and any party which executes and delivers the agreement required by Section 6(e) or which otherwise becomes bound by the terms and conditions of this Agreement by operation of law or otherwise. (b) In the event of a Potential Change in Control, to be entitled to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will continue to perform Employee's ’s regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect. (c) If Employee's ’s employment terminates on or after the Change in Control Date, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4. (d) If Employee's ’s employment is terminated by the Company prior to the Change in Control Date but on or after a Potential Change in Control Date, then the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4 unless the Company reasonably demonstrates that Employee's ’s termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of payments and the provision of benefits in Sections 3 and 4 under the circumstances described in this Section 2(d), Employee's ’s date of termination shall be deemed to be the Change in Control Date.

Employment of Employee. (a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employee's ’s employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employee's ’s employment at any time in any lawful manner. (b) In the event of a Potential Change in Control, to be entitled eligible to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will continue to perform Employee's ’s regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect. (c) If Employee's ’s employment terminates on or after the Change in Control DateDate as provided under Sections 3 and 4, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4. (d) If Employee's ’s employment is terminated by the Company without Cause prior to the Change in Control Date but on or after a Potential Change in Control Date, subject to Section 4(d), then the Company will provide to Employee the payments and benefits as provided described in Sections 3 and 4 unless the Company reasonably demonstrates that Employee's ’s termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of Such payments and benefits will be paid within five (5) business days following the provision of 60th day after the Employee’s Separation from Service except that the stock option and restricted stock acceleration benefits in Sections 3 and 4 under the circumstances described in this Section 2(d), Employee's date of termination 4(a)(iii) shall be deemed to be provided on the Change in Control Date. In the event that a Change in Control is not consummated, Employee shall return to the Company any payments and benefits provided to the Employee under this Section 2(d).

Employment of Employee. (a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employee's ’s employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employee's ’s employment at any time in any lawful manner. (b) In the event of a Potential Change in Control, to be entitled eligible to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will continue to perform Employee's ’s regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect. (c) If Employee's ’s employment terminates on or after the Change in Control DateDate as provided under Sections 3 and 4, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4. (d) If Employee's ’s employment is terminated by the Company without Cause prior to the Change in Control Date but on or after a Potential Change in Control Date, subject to Section 4(d), then the Company will provide to Employee the payments and benefits as provided described in Sections 3 and 4 unless the Company reasonably demonstrates that Employee's ’s termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of Such payments and benefits will be paid within five (5) business days following the provision of 60th day after the Employee’s Separation from Service except that the stock option and restricted stock acceleration benefits in Sections 3 and 4 under the circumstances described in Section 4(a)(iii) shall be provided on the Change in Control Date and accelerated restricted stock units outstanding on the date of this Agreement shall be settled on their originally scheduled vesting dates. In the event that a Change in Control is not consummated, Employee shall return to the Company any payments and benefits provided to the Employee under this Section 2(d), Employee's date of termination shall be deemed to be the Change in Control Date.

Employment of Employee. (a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employee's ’s employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employee's ’s employment at any time in any lawful manner. (b) In the event of a Potential Change in Control, to be entitled eligible to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will continue to perform Employee's ’s regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect. (c) If Employee's ’s employment terminates on or after the Change in Control DateDate as provided under Sections 3 and 4, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4. (d) If Employee's ’s employment is terminated by the Company without Cause prior to the Change in Control Date but on or after a Potential Change in Control Date, then the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4 unless the Company reasonably demonstrates that Employee's ’s termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of payments and the provision of benefits in Sections 3 and 4 under the circumstances described in this Section 2(d), Employee's ’s date of termination shall be deemed to be the Change in Control Date.

Employment of Employee. 1/ "Company" shall include the Company, any successor to the Company's business and/or assets, and any party which executes and delivers the agreement required by Section 6(e) or which otherwise becomes bound by the terms and conditions of this Agreement by operation of law or otherwise. (a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employee's employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employee's employment at any time in any lawful manner. (b) In the event of a Potential Change in Control, to be entitled to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will continue to perform Employee's regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect. (c) If Employee's employment terminates on or after the Change in Control Date, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4. (d) If Employee's employment is terminated by the Company prior to the Change in Control Date but on or after a Potential Change in Control Date, then the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4 unless the Company reasonably demonstrates that Employee's termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of payments and the provision of benefits in Sections 3 and 4 under the circumstances described in this Section 2(d), Employee's date of termination shall be deemed to be the Change in Control Date.

Employment of Employee. (a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employee's ’s employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employee's ’s employment at any time in any lawful manner. 1 “Company” shall include the Company, any successor to the Company’s business and/or assets, and any party which executes and delivers the agreement required by Section 7(e) or which otherwise becomes bound by the terms and conditions of this Agreement by operation of law or otherwise. (b) In the event of a Potential Change in Control, to be entitled to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will continue to perform Employee's ’s regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect. (c) If Employee's ’s employment terminates on or after the Change in Control Date, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4. (d) If Employee's ’s employment is terminated by the Company prior to the Change in Control Date but on or after a Potential Change in Control Date, then the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4 unless the Company reasonably demonstrates that Employee's ’s termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of payments and the provision of benefits in Sections 3 and 4 under the circumstances described in this Section 2(d), Employee's ’s date of termination shall be deemed to be the Change in Control Date.

Employment of Employee. (a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employee's ’s employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employee's ’s employment at any time in any lawful manner. (b) In the event of a Potential Change in Control, to be entitled to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will continue to perform Employee's ’s regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect. (c) If Employee's ’s employment terminates on or after the Change in Control Date, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4. (d) If Employee's ’s employment is terminated by the Company prior to the Change in Control Date but on or after a Potential Change in Control Date, then the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4 unless the Company reasonably demonstrates that Employee's ’s termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of payments and the provision of benefits in Sections 3 and 4 under the circumstances described in this Section 2(d), Employee's ’s date of termination shall be deemed to be the Change in Control Date.

Employment of Employee. (a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employee's ’s employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employee's ’s employment at any time in any lawful manner. (b) In the event of a Potential Change in ControlControl (as defined below), to be entitled eligible to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will continue to perform Employee's ’s regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect. (c) If Employee's ’s employment terminates on or after the Change in Control DateDate as provided under Sections 3 and 4, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4. (d) If Employee's ’s employment is terminated by the Company without Cause within sixty (60) days prior to and including the Change in Control Date but on or after a Potential Change in Control Date, subject to Section 4(d), then the Company will provide to Employee the payments and benefits as provided described in Sections 3 and 4 unless the Company reasonably demonstrates that Employee's ’s termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of Such payments and benefits will be paid within five (5) business days following the provision 60th day after Employee’s Separation from Service except that the stock option and restricted stock acceleration benefits described in Section 4(a)(iii) shall be provided on the Change in Control Date and accelerated restricted stock units outstanding on March 1, 2019, shall be settled on their originally scheduled vesting dates (with all other restricted stock units settled within five (5) business days following the 60th day after the Employee’s Separation from Service). In the event that a Change in Control is not consummated, Employee shall not be entitled to any payments or benefits on account of benefits in Sections 3 and 4 under the circumstances Employee’s termination described in this Section 2(d), Employee's date of termination shall be deemed to be the Change in Control Date.

Employment of Employee. (a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employee's ’s employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employee's ’s employment at any time in any lawful manner. (b) In the event of a Potential Change in Control, to be entitled eligible to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will continue to perform Employee's ’s regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect. (c) If Employee's ’s employment terminates on or after the Change in Control DateDate as provided under Sections 3 and 4, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4. (d) If Employee's ’s employment is terminated by the Company without Cause within sixty (60) days prior to and including the Change in Control Date but on or after a Potential Change in Control Date, subject to Section 4(d), then the Company will provide to Employee the payments and benefits as provided described in Sections 3 and 4 unless the Company reasonably demonstrates that Employee's ’s termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of Such payments and benefits will be paid within five (5) business days following the provision 60th day after the Employee’s Separation from Service except that the stock option and restricted stock acceleration benefits described in Section 4(a)(iii) shall be provided on the Change in Control Date and accelerated restricted stock units outstanding as of [ ], shall be settled on their originally scheduled vesting dates. In the event that a Change in Control is not consummated, Employee shall not be entitled to any payments or benefits in Sections 3 and 4 under the circumstances on account of Employee’s termination described in this Section 2(d), Employee's date of termination shall be deemed to be the Change in Control Date.

Employment of Employee. (a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employee's ’s employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employee's ’s employment at any time in any lawful manner. (b) In the event of a Potential Change in Control, to be entitled eligible to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will 1 “Company” shall include the Company, any successor to the Company’s business and/or assets, and any party which executes and delivers the agreement required by Section 6(e) or which otherwise becomes bound by the terms and conditions of this Agreement by operation of law or otherwise. continue to perform Employee's ’s regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect. (c) If Employee's ’s employment terminates on or after the Change in Control DateDate as provided under Sections 3 and 4, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4. (d) If Employee's ’s employment is terminated by the Company without Cause within sixty (60) days prior to and including the Change in Control Date but on or after a Potential Change in Control Date, subject to Section 4(d), then the Company will provide to Employee the payments and benefits as provided described in Sections 3 and 4 unless the Company reasonably demonstrates Board determines prior to the Change in Control Date that Employee's ’s termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of Such payments and benefits will be paid within five (5) business days following the provision 60th day after the Employee’s Separation from Service except that the stock option and restricted stock acceleration benefits described in Section 4(a)(iii) shall be provided on the Change in Control Date and accelerated restricted stock units that are subject to Section 409A of the Code shall be settled on their originally scheduled payment dates but only to the extent required to avoid adverse tax consequences under Section 409A of the Code. In the event that a Change in Control is not consummated, Employee shall not be entitled to any payments or benefits in Sections 3 and 4 under the circumstances on account of Employee’s termination described in this Section 2(d), Employee's date of termination shall be deemed to be the Change in Control Date.

Employment of Employee. (a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate ---------------------------- /1/ "Company shall include the Company, any successor to the Company's business and/or assets, and any party which executes and delivers the agreement required by Section 5(e) or which otherwise becomes bound by the terms and conditions of this Agreement by operation of law or otherwise. Employee's employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employee's employment at any time in any lawful manner. (b) In the event of a Potential Change in Control, to be entitled to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will continue to perform Employee's regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect. (c) If Employee's employment terminates on or after the Change in Control Date, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4. (d) If Employee's employment is terminated by the Company prior to the Change in Control Date but on or after a Potential Change in Control Date, then the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4 unless the Company reasonably demonstrates that Employee's termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of payments and the provision of benefits in Sections 3 and 4 under the circumstances described in this Section 2(d), Employee's date of termination shall be deemed to be the Change in Control Date.

Employment of Employee. (a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employee's ’s employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employee's ’s employment at any time in any lawful manner. (b) In the event of a Potential Change in ControlControl (as defined below), to be entitled eligible to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will continue to perform Employee's ’s regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect. (c) If Employee's ’s employment terminates on or after the Change in Control DateDate as provided under Sections 3 and 4, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4. (d) If Employee's ’s employment is terminated by the Company without Cause within sixty (60) days prior to and including the Change in Control Date but on or after a Potential Change in Control Date, subject to Section 4(d), then the Company will provide to Employee the payments and benefits as provided described in Sections 3 and 4 unless the Company reasonably demonstrates that Employee's ’s termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of Such payments and benefits will be paid within five (5) business days following the provision 60th day after Employee’s Separation from Service except that the stock option and restricted stock acceleration benefits described in Section 4(a)(iii) shall be provided on the Change in Control Date and accelerated restricted stock units outstanding on September 29, 2012, shall be settled on their originally scheduled vesting dates (with all other restricted stock units settled within five (5) business days following the 60th day after the Employee’s Separation from Service). In the event that a Change in Control is not consummated, Employee shall not be entitled to any payments or benefits on account of benefits in Sections 3 and 4 under the circumstances Employee’s termination described in this Section 2(d), Employee's date of termination shall be deemed to be the Change in Control Date.

Employment of Employee. (a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employee's ’s employment, nor shall anything in this Agreement affect any right which the Company Subsidiary may have to terminate Employee's ’s employment at any time in any lawful manner. 1 “Company” shall include the Company, any successor to the Company’s business and/or assets, and any party which executes and delivers the agreement required by Section 7(e) or which otherwise becomes bound by the terms and conditions of this Agreement by operation of law or otherwise. (b) In the event of a Potential Change in Control, to be entitled to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the CompanySubsidiary, and will continue to perform Employee's ’s regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect. (c) If Employee's ’s employment terminates on or after the Change in Control Date, the Company will provide provide, or cause the Subsidiary to provide, to Employee the payments and benefits as provided in Sections 3 and 4. (d) If Employee's ’s employment is terminated by the Company Subsidiary prior to the Change in Control Date but on or after a Potential Change in Control Date, then the Company will cause the Subsidiary to provide to Employee the payments and benefits as provided in Sections 3 and 4 unless the Company reasonably demonstrates that Employee's ’s termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of payments and the provision of benefits in Sections 3 and 4 under the circumstances described in this Section 2(d), Employee's ’s date of termination shall be deemed to be the Change in Control Date.

Employment of Employee. (a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employee's ’s employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employee's ’s employment at any time in any lawful manner. (b) In the event of a Potential Change in Control, to be entitled eligible to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will continue to perform Employee's ’s regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect. (c) If Employee's ’s employment terminates on or after the Change in Control DateDate as provided under Sections 3 and 4, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4. (d) If Employee's ’s employment is terminated by the Company without Cause within sixty (60) days prior to and including the Change in Control Date but on or after a Potential Change in Control Date, subject to Section 4(d), then the Company will provide to Employee the payments and benefits as provided described in Sections 3 and 4 unless the Company reasonably demonstrates that Employee's ’s termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of Such payments and benefits will be paid within five (5) business days following the provision 60th day after the Employee’s Separation from Service except that the stock option and restricted stock acceleration benefits described in Section 4(a)(iii) shall be provided on the Change in Control Date and accelerated restricted stock units outstanding as of ________, shall be settled on their originally scheduled vesting dates. In the event that a Change in Control is not consummated, Employee shall not be entitled to any payments or benefits in Sections 3 and 4 under the circumstances on account of Employee’s termination described in this Section 2(d), Employee's date of termination shall be deemed to be the Change in Control Date.

Employment of Employee. (a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employee's ’s employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employee's ’s employment at any time in any lawful manner. (b) In the event of a Potential Change in Control, to be entitled eligible to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will continue to perform Employee's ’s regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect. (c) If Employee's ’s employment terminates on or after the Change in Control DateDate as provided under Sections 3 and 4, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4. (d) If Employee's ’s employment is terminated by the Company without Cause within sixty (60) days prior to and including the Change in Control Date but on or after a Potential Change in Control Date, subject to Section 4(d), then the Company will provide to Employee the payments and benefits as provided described in Sections 3 and 4 unless the Company reasonably demonstrates that Employee's ’s termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of Such payments and benefits will be paid within five (5) business days following the provision 60th day after the Employee’s Separation from Service except that the stock option and restricted stock acceleration benefits described in Section 4(a)(iii) shall be provided on the Change in Control Date and accelerated restricted stock units outstanding as of __________, shall be settled on their originally scheduled vesting dates. In the event that a Change in Control is not consummated, Employee shall not be entitled to any payments or benefits in Sections 3 and 4 under the circumstances on account of Employee’s termination described in this Section 2(d), Employee's date of termination shall be deemed to be the Change in Control Date.

Employment of Employee. (a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employee's employment, nor shall anything in this Agreement affect any right which the Company may have to terminate --------------------- /1/ "Company" shall include the Company, any successor to the Company's business and/or assets, and any party which executes and delivers the agreement required by Section 6(e) or which otherwise becomes bound by the terms and conditions of this Agreement by operation of law or otherwise. Employee's employment at any time in any lawful manner. (b) In the event of a Potential Change in Control, to be entitled to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will continue to perform Employee's regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect. (c) If Employee's employment terminates on or after the Change in Control Date, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4. (d) If Employee's employment is terminated by the Company prior to the Change in Control Date but on or after a Potential Change in Control Date, then the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4 unless the Company reasonably demonstrates that Employee's termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of payments and the provision of benefits in Sections 3 and 4 under the circumstances described in this Section 2(d), Employee's date of termination shall be deemed to be the Change in Control Date.

Employment of Employee. (a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employee's employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employee's employment at any time in any lawful manner. (b) In the event of a Potential Change in Control, to be entitled to receive the benefits provided by this Agreement, Employee will not voluntarily Voluntarily leave the employ of the Company, and will continue to perform Employee's regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect. (c) If Employee's employment terminates on or after the Change in Control Date, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4. (d) If Employee's employment is terminated by the Company prior to the Change in Control Date but on or after a Potential Change in Control Date, then the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4 unless the Company reasonably demonstrates that Employee's termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of payments and the provision of benefits in Sections 3 and 4 under the circumstances described in this Section 2(d), Employee's date of termination shall be deemed to be the Change in Control Date.

Employment of Employee. (a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employee's ’s employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employee's ’s employment at any time in any lawful manner. (b) In the event of a Potential Change in Control, to be entitled eligible to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will continue to perform Employee's ’s regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect. (c) If Employee's ’s employment terminates on or after the Change in Control DateDate as provided under Sections 3 and 4, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4. (d) If Employee's ’s employment is terminated by the Company without Cause within sixty (60) days prior to and including the Change in Control Date but on or after a Potential Change in Control Date, subject to Section 4(d), then the Company will provide to Employee the payments and benefits as provided described in Sections 3 and 4 unless the Company reasonably demonstrates that Employee's ’s termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of Such payments and benefits will be paid within five (5) business days following the provision 60th day after the Employee’s Separation from Service except that the stock option and restricted stock acceleration benefits described in Section 4(a)(iii) shall be provided on the Change in Control Date. In the event that a Change in Control is not consummated, Employee shall not be entitled to any payments or benefits on account of benefits in Sections 3 and 4 under the circumstances Employee’s termination described in this Section 2(d), Employee's date of termination shall be deemed to be the Change in Control Date.

Employment of Employee. (a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employee's ’s employment, nor shall anything in this Agreement affect any right which the Company Subsidiary may have to terminate Employee's ’s employment at any time in any lawful manner. 1 “Company” shall include the Company, any successor to the Company’s business and/or assets, and any party which executes and delivers the agreement required by Section 6(e) or which otherwise becomes bound by the terms and conditions of this Agreement by operation of law or otherwise. (b) In the event of a Potential Change in Control, to be entitled to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the CompanySubsidiary, and will continue to perform Employee's ’s regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect. (c) If Employee's ’s employment terminates on or after the Change in Control Date, the Company will provide provide, or cause the Subsidiary to provide, to Employee the payments and benefits as provided in Sections 3 and 4. (d) If Employee's ’s employment is terminated by the Company Subsidiary prior to the Change in Control Date but on or after a Potential Change in Control Date, then the Company will cause the Subsidiary to provide to Employee the payments and benefits as provided in Sections 3 and 4 unless the Company reasonably demonstrates that Employee's ’s termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of payments and the provision of benefits in Sections 3 and 4 under the circumstances described in this Section 2(d), Employee's ’s date of termination shall be deemed to be the Change in Control Date.

Employment of Employee. (a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employee's ’s employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employee's ’s employment at any time in any lawful manner. (b) In the event of a Potential Change in Control, to be entitled eligible to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will continue to perform Employee's ’s regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect. (c) If Employee's ’s employment terminates on or after the Change in Control DateDate as provided under Sections 3 and 4, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4. (d) If Employee's ’s employment is terminated by the Company without Cause within sixty (60) days prior to and including the Change in Control Date but on or after a Potential Change in Control Date, subject to Section 4(d), then the Company will provide to Employee the payments and benefits as provided described in Sections 3 and 4 unless the Company reasonably demonstrates that Employee's ’s termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of Such payments and benefits will be paid within five (5) business days following the provision 60th day after the Employee’s Separation from Service except that the stock option and restricted stock acceleration benefits described in Section 4(a)(iii) shall be provided on the Change in Control Date [IF APPLICABLE: and accelerated restricted stock units outstanding on __________, shall be settled on their originally scheduled vesting dates]. In the event that a Change in Control is not consummated, Employee shall not be entitled to any payments or benefits on account of benefits in Sections 3 and 4 under the circumstances Employee’s termination described in this Section 2(d), Employee's date of termination shall be deemed to be the Change in Control Date.

Employment of Employee. (a) Except as provided in Sections 2(b), 2(c) and 2(d), nothing in this Agreement shall affect any right which Employee may otherwise have to terminate Employee's ’s employment, nor shall anything in this Agreement affect any right which the Company may have to terminate Employee's ’s employment at any time in any lawful manner. (b) In the event of a Potential Change in ControlControl (as defined below), to be entitled eligible to receive the benefits provided by this Agreement, Employee will not voluntarily leave the employ of the Company, and will continue to perform Employee's ’s regular duties and the services specified in the recitals of this Agreement until the Change in Control Date. Should Employee voluntarily terminate employment prior to the Change in Control Date, this Agreement shall lapse upon such termination and be of no further force or effect. (c) If Employee's ’s employment terminates on or after the Change in Control DateDate as provided under Sections 3 and 4, the Company will provide to Employee the payments and benefits as provided in Sections 3 and 4. (d) If Employee's ’s employment is terminated by the Company without Cause within sixty (60) days prior to and including the Change in Control Date but on or after a Potential Change in Control Date, subject to Section 4(d), then the Company will provide to Employee the payments and benefits as provided described in Sections 3 and 4 unless the Company reasonably demonstrates that Employee's ’s termination of employment neither (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control nor (ii) arose in connection with or in anticipation of a Change in Control. Solely for purposes of determining the timing of Such payments and benefits will be paid within five (5) business days following the provision 60th day after Employee’s Separation from Service except that the stock option and restricted stock acceleration benefits described in Section 4(a)(iii) shall be provided on the Change in Control Date and accelerated restricted stock units outstanding on October 1, 2011, shall be settled on their originally scheduled vesting dates (with all other restricted stock units settled within five (5) business days following the 60th day after the Employee’s Separation from Service). In the event that a Change in Control is not consummated, Employee shall not be entitled to any payments or benefits on account of benefits in Sections 3 and 4 under the circumstances Employee’s termination described in this Section 2(d), Employee's date of termination shall be deemed to be the Change in Control Date.