Common use of Employment Term and Capacity after Change of Control Clause in Contracts

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Agreement Date and continue in effect through January 26, 2010. If the Executive continues to serve as an officer of the Company and a Change of Control occurs on or before January 26, 2010, then the Executive’s employment term (the “Employment Term”) shall continue through the later of the third anniversary of the Change of Control, subject to any earlier termination of Executive’s status as an officer and employee pursuant to this Agreement. (b) After a Change of Control and during the Employment Term, (i) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Change of Control and (ii) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Change of Control or any office or location less than 35 miles from such location. Executive’s position, authority, duties and responsibilities after a Change of Control shall not be considered commensurate in all material respects with Executive’s position, authority, duties and responsibilities prior to a Change of Control unless after the Change of Control the Executive holds an equivalent position in the Post-Transaction Corporation.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Agreement Date and continue in effect through January February 26, 20102018 (the “Expiration Date”). If the Executive continues to serve as an officer of the Company and a Change of Control occurs on or before January 26, 2010the Expiration Date, then the Executive’s employment term (the “Employment Term”) shall continue through the later for a period of the third anniversary of eighteen months following the Change of Control, subject to any earlier termination of Executive’s status as an officer and employee pursuant to this Agreement. (b) After a Change of Control and during the Employment Term, (i) the Executive’s position (including status, offices, titles titles, and reporting requirements), authority, duties duties, and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised exercised, and assigned at any time during the 120-day period immediately preceding the Change of Control Control; and (ii) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Change of Control or any office or location less than 35 50 miles from such location. Executive’s position, authority, duties duties, and responsibilities after a Change of Control shall not be considered commensurate in all material respects with Executive’s position, authority, duties duties, and responsibilities prior to a Change of Control unless after the Change of Control the Executive holds an equivalent position in the Post-Transaction Corporation.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Agreement Date and continue in effect through January 26February 28, 20102021 (the “Expiration Date”). If the Executive continues to serve as an officer of the Company and a Change of Control occurs on or before January 26, 2010the Expiration Date, then the Executive’s employment term (the “Employment Term”) shall continue through the later for a period of the third anniversary of eighteen months following the Change of Control, subject to any earlier termination of the Executive’s status as an officer and employee employment pursuant to this Agreement. (b) After a Change of Control and during the Employment Term, (i) the Executive’s position (including status, offices, titles titles, and reporting requirements), authority, duties duties, and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised exercised, and assigned at any time during the 120-day period immediately preceding the Change of Control Control; and (ii) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Change of Control or any office or location less than 35 50 miles from such location. Executive’s position, authority, duties duties, and responsibilities after a Change of Control shall not be considered commensurate in all material respects with Executive’s position, authority, duties duties, and responsibilities prior to a Change of Control unless after the Change of Control the Executive holds an equivalent position in the Post-Transaction Corporation.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Agreement Date and continue in effect through January 26, 2010. If the Executive continues to serve as an officer of the Company and a Change of Control occurs on or before January 26December 31, 20102008, then the Executive’s employment term (the “Employment Term”) shall continue through the later of the third anniversary of the Change of ControlControl or December 31, 2008, subject to any earlier termination of Executive’s status as an officer and employee pursuant to this Agreement. (b) After a Change of Control and during the Employment Term, (i) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Change of Control and (ii) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Change of Control or any office or location less than 35 miles from such location. Executive’s position, authority, duties and responsibilities after a Change of Control shall not be considered commensurate in all material respects with Executive’s position, authority, duties and responsibilities prior to a Change of Control unless after the Change of Control the Executive holds an equivalent position in the Post-Transaction CorporationCorporation or an Affiliate.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Agreement Date and continue in effect through January 26December 31, 20102013 (the “Expiration Date”). If the Executive continues to serve as an officer of the Company and a Change of Control occurs on or before January 26, 2010the Expiration Date, then the Executive’s employment term (the “Employment Term”) shall continue through the later for a period of the third anniversary of eighteen months following the Change of Control, subject to any earlier termination of Executive’s status as an officer and employee pursuant to this Agreement. (b) After a Change of Control and during the Employment Term, (i) the Executive’s position (including status, offices, titles titles, and reporting requirements), authority, duties duties, and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised exercised, and assigned at any time during the 120-day period immediately preceding the Change of Control Control; and (ii) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Change of Control or any office or location less than 35 50 miles from such location. Executive’s position, authority, duties duties, and responsibilities after a Change of Control shall not be considered commensurate in all material respects with Executive’s position, authority, duties duties, and responsibilities prior to a Change of Control unless after the Change of Control the Executive holds an equivalent position in the Post-Transaction Corporation.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Agreement Date and continue in effect through January 26December 31, 20102012 (the “Expiration Date”). If the Executive continues to serve as an officer of the Company and a Change of Control occurs on or before January 26, 2010the Expiration Date, then the Executive’s employment term (the “Employment Term”) shall continue through the later for a period of the third anniversary of eighteen months following the Change of Control, subject to any earlier termination of Executive’s status as an officer and employee pursuant to this Agreement. (b) After a Change of Control and during the Employment Term, (i) the Executive’s position (including status, offices, titles titles, and reporting requirements), authority, duties duties, and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised exercised, and assigned at any time during the 120-day period immediately preceding the Change of Control Control; and (ii) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Change of Control or any office or location less than 35 50 miles from such location. Executive’s position, authority, duties duties, and responsibilities after a Change of Control shall not be considered commensurate in all material respects with Executive’s position, authority, duties duties, and responsibilities prior to a Change of Control unless after the Change of Control the Executive holds an equivalent position in the Post-Transaction Corporation.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Agreement Date and continue in effect through January 26March 31, 20102013. If the Executive continues to serve as an officer of the Company and a Change of Control occurs on or before January 26March 31, 20102013, then the Executive’s employment term (the “Employment Term”) shall continue through the later of the third anniversary of the Change of Control, subject to any earlier termination of Executive’s status as an officer and employee pursuant to this Agreement. (b) After a Change of Control and during the Employment Term, (i) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Change of Control and (ii) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Change of Control or any office or location less than 35 miles from such location. Executive’s position, authority, duties and responsibilities after a Change of Control shall not be considered commensurate in all material respects with Executive’s position, authority, duties and responsibilities prior to a Change of Control unless after the Change of Control the Executive holds an equivalent position in the Post-Transaction Corporation.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Agreement Date and continue in effect through January 26December 31, 20102010 (the "Expiration Date"). If the Executive continues to serve as an officer of the Company and a Change of Control occurs on or before January 26, 2010the Expiration Date, then the Executive’s 's employment term (the “"Employment Term”") shall continue through the later for a period of the third anniversary of eighteen months following the Change of Control, subject to any earlier termination of Executive’s 's status as an officer and employee pursuant to this Agreement. (b) After a Change of Control and during the Employment Term, (i) the Executive’s 's position (including status, offices, titles titles, and reporting requirements), authority, duties duties, and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised exercised, and assigned at any time during the 120-day period immediately preceding the Change of Control and Control; and (ii) the Executive’s 's services shall be performed at the location where the Executive was employed immediately preceding the Change of Control or any office or location less than 35 50 miles from such location. Executive’s 's position, authority, duties duties, and responsibilities after a Change of Control shall not be considered commensurate in all material respects with Executive’s 's position, authority, duties duties, and responsibilities prior to a Change of Control unless after the Change of Control the Executive holds an equivalent position in the Post-Transaction Corporation.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Agreement Date and continue in effect through January 26March 31, 20102016. If the Executive continues to serve as an officer of the Company and a Change of Control occurs on or before January 26March 31, 20102016, then the Executive’s employment term (the “Employment Term”) shall continue through the later of the third anniversary of the Change of Control, subject to any earlier termination of Executive’s status as an officer and employee pursuant to this Agreement. (b) After a Change of Control and during the Employment Term, (i) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Change of Control and (ii) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Change of Control or any office or location less than 35 miles from such location. Executive’s position, authority, duties and responsibilities after a Change of Control shall not be considered commensurate in all material respects with Executive’s position, authority, duties and responsibilities prior to a Change of Control unless after the Change of Control the Executive holds an equivalent position in the Post-Transaction Corporation.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Agreement Date and continue in effect through January 26, 2010. If the Executive continues to serve as an officer of the Company and a Change of Control occurs on or before January 26December 31, 20102011, then the Executive’s employment term (the “Employment Term”) shall continue through the later of the third anniversary of the Change of ControlControl or December 31, 2011, subject to any earlier termination of Executive’s status as an officer and employee pursuant to this Agreement. (b) After a Change of Control and during the Employment Term, (i) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Change of Control and (ii) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Change of Control or any office or location less than 35 miles from such location. Executive’s position, authority, duties and responsibilities after a Change of Control shall not be considered commensurate in all material respects with Executive’s position, authority, duties and responsibilities prior to a Change of Control unless after the Change of Control the Executive holds an equivalent position in the Post-Transaction Corporation.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Agreement Date and continue in effect through January 26February 28, 20102021 (the “Expiration Date”). If the Executive continues to serve as an officer of the Company and a Change of Control occurs on or before January 26, 2010the Expiration Date, then the Executive’s employment term (the “Employment Term”) shall continue through the later for a period of the third anniversary of twenty-four months following the Change of Control, subject to any earlier termination of the Executive’s status as an officer and employee employment pursuant to this Agreement. (b) After a Change of Control and during the Employment Term, (i) the Executive’s position (including status, offices, titles titles, and reporting requirements), authority, duties duties, and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised exercised, and assigned at any time during the 120-day period immediately preceding the Change of Control Control; and (ii) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Change of Control or any office or location less than 35 50 miles from such location. Executive’s position, authority, duties duties, and responsibilities after a Change of Control shall not be considered commensurate in all material respects with Executive’s position, authority, duties duties, and responsibilities prior to a Change of Control unless after the Change of Control the Executive holds an equivalent position in the Post-Transaction Corporation.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Agreement Date and continue in effect through January 26February 28, 20102021 (the “Expiration Date”). If the Executive continues to serve as an officer of the Company and a Change of Control occurs on or before January 26, 2010the Expiration Date, then the Executive’s employment term (the “Employment Term”) shall continue through the later for a period of the third anniversary of eighteen months following the Change of Control, subject to any earlier termination of Executive’s status as an officer and employee pursuant to this Agreement. (b) After a Change of Control and during the Employment Term, (i) the Executive’s position (including status, offices, titles titles, and reporting requirements), authority, duties duties, and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised exercised, and assigned at any time during the 120-day period immediately preceding the Change of Control Control; and (ii) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Change of Control or any office or location less than 35 50 miles from such location. Executive’s position, authority, duties duties, and responsibilities after a Change of Control shall not be considered commensurate in all material respects with Executive’s position, authority, duties duties, and responsibilities prior to a Change of Control unless after the Change of Control the Executive holds an equivalent position in the Post-Transaction Corporation.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Agreement Date and continue in effect through January 26December 31, 20102012 (the “Expiration Date”). If the Executive continues to serve as an officer of the Company and a Change of Control occurs on or before January 26, 2010the Expiration Date, then the Executive’s employment term (the “Employment Term”) shall continue through the later for a period of the third anniversary of twenty-four months following the Change of Control, subject to any earlier termination of Executive’s status as an officer and employee pursuant to this Agreement. (b) After a Change of Control and during the Employment Term, (i) the Executive’s position (including status, offices, titles titles, and reporting requirements), authority, duties duties, and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised exercised, and assigned at any time during the 120-day period immediately preceding the Change of Control Control; and (ii) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Change of Control or any office or location less than 35 50 miles from such location. Executive’s position, authority, duties duties, and responsibilities after a Change of Control shall not be considered commensurate in all material respects with Executive’s position, authority, duties duties, and responsibilities prior to a Change of Control unless after the Change of Control the Executive holds an equivalent position in the Post-Transaction Corporation.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Agreement Date and continue in effect through January 26, 2010. If the Executive continues to serve as an officer of the Company and a Change of Control occurs on or before January 26, 2010, then the Executive’s employment term (the “Employment Term”) shall continue through the later of the third anniversary of the Change of Control, subject to any earlier termination of Executive’s status as an officer and employee pursuant to this Agreement. (b) After a Change of Control and during the Employment Term, (i) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Change of Control and (ii) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Change of Control or any office or location less than 35 miles from such location. Executive’s position, authority, duties and responsibilities after a Change of Control shall not be considered commensurate in all material respects with Executive’s position, authority, duties and responsibilities prior to a Change of Control unless after the Change of Control the Executive holds an equivalent position in the Post-Transaction Corporation.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Agreement Date and continue in effect through January 26December 31, 20102012 (the “ Expiration Date ”). If the Executive continues to serve as an officer of the Company and a Change of Control occurs on or before January 26, 2010the Expiration Date, then the Executive’s employment term (the “Employment Term”) shall continue through the later for a period of the third anniversary of eighteen months following the Change of Control, subject to any earlier termination of Executive’s status as an officer and employee pursuant to this Agreement. (b) After a Change of Control and during the Employment Term, (i) the Executive’s position (including status, offices, titles titles, and reporting requirements), authority, duties duties, and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised exercised, and assigned at any time during the 120-day period immediately preceding the Change of Control Control; and (ii) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Change of Control or any office or location less than 35 50 miles from such location. Executive’s position, authority, duties duties, and responsibilities after a Change of Control shall not be considered commensurate in all material respects with Executive’s position, authority, duties duties, and responsibilities prior to a Change of Control unless after the Change of Control the Executive holds an equivalent position in the Post-Transaction Corporation.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Agreement Date and continue in effect through January February 26, 20102018 (the “Expiration Date”). If the Executive continues to serve as an officer of the Company and a Change of Control occurs on or before January 26, 2010the Expiration Date, then the Executive’s employment term (the “Employment Term”) shall continue through the later for a period of the third anniversary of twenty-four months following the Change of Control, subject to any earlier termination of Executive’s status as an officer and employee pursuant to this Agreement. (b) After a Change of Control and during the Employment Term, (i) the Executive’s position (including status, offices, titles titles, and reporting requirements), authority, duties duties, and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised exercised, and assigned at any time during the 120-day period immediately preceding the Change of Control Control; and (ii) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Change of Control or any office or location less than 35 50 miles from such location. Executive’s position, authority, duties duties, and responsibilities after a Change of Control shall not be considered commensurate in all material respects with Executive’s position, authority, duties duties, and responsibilities prior to a Change of Control unless after the Change of Control the Executive holds an equivalent position in the Post-Transaction Corporation.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Agreement Date and continue in effect through January 26December 31, 20102013 (the “Expiration Date”). If the Executive continues to serve as an officer of the Company and a Change of Control occurs on or before January 26, 2010the Expiration Date, then the Executive’s employment term (the “Employment Term”) shall continue through the later for a period of the third anniversary of twenty-four months following the Change of Control, subject to any earlier termination of Executive’s status as an officer and employee pursuant to this Agreement. (b) After a Change of Control and during the Employment Term, (i) the Executive’s position (including status, offices, titles titles, and reporting requirements), authority, duties duties, and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised exercised, and assigned at any time during the 120-day period immediately preceding the Change of Control Control; and (ii) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Change of Control or any office or location less than 35 50 miles from such location. Executive’s position, authority, duties duties, and responsibilities after a Change of Control shall not be considered commensurate in all material respects with Executive’s position, authority, duties duties, and responsibilities prior to a Change of Control unless after the Change of Control the Executive holds an equivalent position in the Post-Transaction Corporation.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Agreement Date and continue in effect through January 26, 2010. If the Executive continues to serve as an officer of the Company and a Change of Control occurs on or before January 26April 30, 20102006, then the Executive’s 's employment term (the “"Employment Term”") shall continue through the later of the third anniversary of the Change of Control, subject to any earlier termination of Executive’s 's status as an officer and employee pursuant to this Agreement. (b) After a Change of Control and during the Employment Term, (i) the Executive’s 's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Change of Control and (ii) the Executive’s 's services shall be performed at the location where the Executive was employed immediately preceding the Change of Control or any office or location less than 35 miles from such location. Executive’s 's position, authority, duties and responsibilities after a Change of Control shall not be considered commensurate in all material respects with Executive’s 's position, authority, duties and responsibilities prior to a Change of Control unless after the Change of Control the Executive holds an equivalent position in the Post-Transaction Corporation. The Executive shall devote himself to his employment responsibilities with the Post-Transaction Corporation as provided in Article I Section 2 of the Employment Agreement.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Agreement Date and continue in effect through January 26December 31, 20102010 (the "Expiration Date"). If the Executive continues to serve as an officer of the Company and a Change of Control occurs on or before January 26, 2010the Expiration Date, then the Executive’s 's employment term (the “"Employment Term”") shall continue through the later for a period of the third anniversary of twenty-four months following the Change of Control, subject to any earlier termination of Executive’s 's status as an officer and employee pursuant to this Agreement. (b) After a Change of Control and during the Employment Term, (i) the Executive’s 's position (including status, offices, titles titles, and reporting requirements), authority, duties duties, and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised exercised, and assigned at any time during the 120-day period immediately preceding the Change of Control and Control; and (ii) the Executive’s 's services shall be performed at the location where the Executive was employed immediately preceding the Change of Control or any office or location less than 35 50 miles from such location. Executive’s 's position, authority, duties duties, and responsibilities after a Change of Control shall not be considered commensurate in all material respects with Executive’s 's position, authority, duties duties, and responsibilities prior to a Change of Control unless after the Change of Control the Executive holds an equivalent position in the Post-Transaction Corporation.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Agreement Date and continue in effect through January 26, 2010. If the Executive continues to serve as an officer of the Company and a Change of Control occurs on or before January 26April 30, 20102005, then the Executive’s 's employment term (the “"Employment Term”") shall continue through the later of the third anniversary of the Change of Control, subject to any earlier termination of Executive’s 's status as an officer and employee pursuant to this Agreement. (b) After a Change of Control and during the Employment Term, (i) the Executive’s 's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Change of Control and (ii) the Executive’s 's services shall be performed at the location where the Executive was employed immediately preceding the Change of Control or any office or location less than 35 miles from such location. Executive’s 's position, authority, duties and responsibilities after a Change of Control shall not be considered commensurate in all material respects with Executive’s 's position, authority, duties and responsibilities prior to a Change of Control unless after the Change of Control the Executive holds an equivalent position in the Post-Transaction Corporation. The Executive shall devote himself to his employment responsibilities with the Post-Transaction Corporation as provided in Article I Section 2 of the Employment Agreement.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Agreement Date and continue in effect through January 26, 2010. If the Executive continues to serve as an officer of the Company and a Change of Control occurs on or before January 26, 2010the expiration of the term of this Agreement, then the Executive’s employment term (the “Employment Term”) shall continue through the later of the third anniversary of the Change of Control, subject to any earlier termination of Executive’s status as an officer and employee pursuant to this Agreement. (b) After a Change of Control and during the Employment Term, (i) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Change of Control and (ii) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Change of Control or any office or location less than 35 miles from such location. Executive’s position, authority, duties and responsibilities after a Change of Control shall not be considered commensurate in all material respects with Executive’s position, authority, duties and responsibilities prior to a Change of Control unless after the Change of Control the Executive holds an equivalent position in the Post-Transaction Corporation. The Executive shall devote himself to his employment responsibilities with the Post-Transaction Corporation as provided in Article I Section 3 of the Employment Agreement.