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

Employment Term and Capacity after Change of Control. (a) If a Change of Control occurs on or before October 31, 2004, then the Employee's employment term (the "Employment Term") shall continue through the later of (i) the second anniversary of the Change of Control or (ii) October 31, 2004, subject to any earlier termination of Employee's status as an employee pursuant to this Agreement. (b) After a Change of Control and during the Employment Term, (i) the Employee'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 Employee's service shall be performed at the location where the Employee was employed immediately preceding the Change of Control or any office or location less than 35 miles from such location. Employee's position, authority, duties and responsibilities after a Change of Control shall not be considered commensurate in all material respects with Employee's position, authority, duties and responsibilities prior to a Change of Control unless after the Change of Control Employee holds (x) an equivalent position in the Company or, (y) if the Company is controlled or will after the transaction be controlled by another company (directly or indirectly), an equivalent position in the ultimate parent company. Employee shall devote himself to his employment responsibilities with the Company (or, if applicable, the ultimate parent entity) as provided in Article I Section 3 of the Employment Agreement.

Employment Term and Capacity after Change of Control. (a) If a Change of Control occurs on or before October 31, 20042000, then the Employee's employment term (the "Employment Term") shall continue through the later of (ia) the second anniversary of the Change of Control or (iib) October 31, 20042000, subject to any earlier termination of Employee's status as an employee pursuant to this Agreement. (b) After a Change of Control and during the Employment Term, (i) the Employee'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 Employee's service shall be performed at the location where the Employee was employed immediately preceding the Change of Control or any office or location less than 35 miles from such location. Employee's position, authority, duties and responsibilities after a Change of Control shall not be considered commensurate in all material respects with Employee's position, authority, duties and responsibilities prior to a Change of Control unless after the Change of Control Employee holds (x) an equivalent position in the Company or, (y) if the Company is controlled or will after the transaction be controlled by another company (directly or indirectly), an equivalent position in the ultimate parent company. Employee shall devote himself to his employment responsibilities with the Company (or, if applicable, the ultimate parent entity) as provided in Article I Section 3 of the Employment Agreement.

Employment Term and Capacity after Change of Control. (a) If a Change of Control occurs on or before October December 31, 20042000, then the Employee's employment term (the "Employment Term") shall continue through the later of (i) the second third anniversary of the Change of Control or (ii) October 31, 2004Control, subject to any earlier termination of Employee's status as an employee pursuant to this Agreement. (b) After a Change of Control and during the Employment Term, (i) the Employee'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 Employee's service shall be performed during normal business hours at the location where the Employee was employed immediately preceding the Change of Control or any office or location less than 35 miles from such location. Employee's position, authority, duties and responsibilities after a Change of Control shall not be considered commensurate in all material respects with Employee's position, authority, duties and responsibilities prior to a Change of Control unless after the Change of Control Employee holds (x) an equivalent position in the Company or, (y) if the Company is controlled or will after the transaction be controlled by another company (directly or indirectly), an equivalent position in the ultimate parent company. Employee shall devote himself to his employment responsibilities with the Company (or, if applicable, the ultimate parent entity) as provided in Article I Section 3 of the Employment Agreement.

Employment Term and Capacity after Change of Control. (a) If a Change of Control occurs on or before October 31, 20042007, then the Employee's employment term (the "Employment Term") shall continue through the later of (i) the second anniversary of the Change of Control or (ii) October 31, 20042007, subject to any earlier termination of Employee's status as an employee pursuant to this Agreement. (b) After a Change of Control and during the Employment Term, (i) the Employee'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 Employee's service shall be performed at the location where the Employee was employed immediately preceding the Change of Control or any office or location less than 35 miles from such location. Employee's position, authority, duties and responsibilities after a Change of Control shall not be considered commensurate in all material respects with Employee's position, authority, duties and responsibilities prior to a Change of Control unless after the Change of Control Employee holds (x) an equivalent position in the Company or, (y) if the Company is controlled or will after the transaction be controlled by another company (directly or indirectly), an equivalent position in the ultimate parent company. Employee shall devote himself to his employment responsibilities with the Company (or, if applicable, the ultimate parent entity) as provided in Article I Section 3 of the Employment Agreement.

Employment Term and Capacity after Change of Control. (a) If a Change of Control occurs on or before October 31, 20042006, then the Employee's employment term (the "Employment Term") shall continue through the later of (i) the second anniversary of the Change of Control or (ii) October 31, 20042006, subject to any earlier termination of Employee's status as an employee pursuant to this Agreement. (b) After a Change of Control and during the Employment Term, (i) the Employee'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 Employee's service shall be performed at the location where the Employee was employed immediately preceding the Change of Control or any office or location less than 35 miles from such location. Employee's position, authority, duties and responsibilities after a Change of Control shall not be considered commensurate in all material respects with Employee's position, authority, duties and responsibilities prior to a Change of Control unless after the Change of Control Employee holds (x) an equivalent position in the Company or, (y) if the Company is controlled or will after the transaction be controlled by another company (directly or indirectly), an equivalent position in the ultimate parent company. Employee shall devote himself to his employment responsibilities with the Company (or, if applicable, the ultimate parent entity) as provided in Article I Section 3 of the Employment Agreement.

Employment Term and Capacity after Change of Control. (a) If a Change of Control occurs on or before October December 31, 20042000, then the Employee's employment term (the "Employment Term") shall continue through the later of (i) the second anniversary of the Change of Control or (ii) October 31, 2004Control, subject to any earlier termination of Employee's status as an employee pursuant to this Agreement. (b) After a Change of Control and during the Employment Term, (i) the Employee'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 Employee's service shall be performed during normal business hours at the location where the Employee was employed immediately preceding the Change of Control or any office or location less than 35 miles from such location. Employee's position, authority, duties and responsibilities after a Change of Control shall not be considered commensurate in all material respects with Employee's position, authority, duties and responsibilities prior to a Change of Control unless after the Change of Control Employee holds (x) an equivalent position in the Company or, (y) if the Company is controlled or will after the transaction be controlled by another company (directly or indirectly), an equivalent position in the ultimate parent company. Employee shall devote himself to his employment responsibilities with the Company (or, if applicable, the ultimate parent entity) as provided in Article I Section 3 of the Employment Agreement.

Employment Term and Capacity after Change of Control. (a) If a Change of Control occurs on or before October 31, 20042001, then the Employee's =s employment term (the "Employment Term") shall continue through the later of (ia) the second anniversary of the Change of Control or (iib) October 31, 20042001, subject to any earlier termination of the Employee's =s status as an employee pursuant to this Agreement. (b) After a Change of Control and during the Employment Term, (i) the Employee'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 Employee's =s service shall be performed at the location where the Employee was employed immediately preceding the Change of Control or any office or location less than 35 miles from such location. The Employee's =s position, authority, duties and responsibilities after a Change of Control shall not be considered commensurate in all material respects with the Employee's =s position, authority, duties and responsibilities prior to a Change of Control unless after the Change of Control Employee holds (x) an equivalent position in the Company or, (y) if the Company is controlled or will after the transaction be controlled by another company (directly or indirectly), an equivalent position in the ultimate parent company. The Employee shall devote himself to his employment responsibilities with the Company (or, if applicable, the ultimate parent entity) as provided in Article I Section 3 of the Employment Agreement.

Employment Term and Capacity after Change of Control. (a) If a Change of Control occurs on or before October 31, 20042000, then the Employee's employment term (the "Employment Term") shall continue through the later of (i) the second anniversary of the Change of Control or (ii) October 31, 2004Control, subject to any earlier termination of Employee's status as an employee pursuant to this Agreement. (b) After a Change of Control and during the Employment Term, (i) the Employee'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 Employee's service shall be performed at the location where the Employee was employed immediately preceding the Change of Control or any office or location less than 35 miles from such location. Employee's position, authority, duties and responsibilities after a Change of Control shall not be considered commensurate in all material respects with Employee's position, authority, duties and responsibilities prior to a Change of Control unless after the Change of Control Employee holds (x) an equivalent position in the Company or, (y) if the Company is controlled or will after the transaction be controlled by another company (directly or indirectly), an equivalent position in the ultimate parent company. Employee shall devote himself to his employment responsibilities with the Company (or, if applicable, the ultimate parent entity) as provided in Article I Section 3 of the Employment Agreement.