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 Effective Date and continue in effect through December 31, 2007, provided, however, that commencing on January 1, 2008 and each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than March 31 of the preceding year, the Company shall have given notice that it does not wish to extend this Agreement; provided, further, that notwithstanding any such notice by the Company not to extend, if a Change of Control of the Company shall have occurred during the original or extended term of this Agreement, this Agreement shall continue in effect through the second anniversary of the Change of Control (such period following a Change of Control being referred to herein as the “Employment Term”), 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 Company’s principal executive office, at its location at the time of the Change of Control, or the location where the Employee was employed immediately preceding the Change of Control or any relocation of the Company’s principal executive office to a location that is not more than 35 miles from such current 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 an equivalent position in the Company.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Effective Date and continue in effect through December 31, 2007, 2008; provided, however, that commencing on January 1, 2008 2009 and each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than March 31 of the preceding year, the Company shall have given notice that it does not wish to extend this Agreement; provided, further, that notwithstanding any such notice by the Company not to extend, if a Change of Control of the Company shall have occurred during the original or extended term of this Agreement, this Agreement shall continue in effect through the second anniversary of the Change of Control (such period following a Change of Control being referred to herein as the “Employment Term”), 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 Company’s principal executive office, at its location at the time of the Change of Control, or the location where the Employee was employed immediately preceding the Change of Control or any relocation of the Company’s principal executive office to a location that is not more than 35 miles from such current 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 an equivalent position in the CompanyPost-Transaction Corporation.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Effective Restatement Date and continue in effect through December 31, 2007, 2000; provided, however, that commencing on January 1, 2008 2001 and each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than March 31 of the preceding year, the Company shall have given notice that it does not wish to extend this Agreement; provided, further, that notwithstanding any such notice by the Company not to extend, if a Change of Control of the Company shall have occurred during the original or extended term of this Agreement, this Agreement shall continue in effect through the second anniversary of the Change of Control (such period following a Change of Control being referred to herein as the “"Employment Term”"), subject to any earlier termination of 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 during normal business hours at the Company’s 's principal executive office, at its location at the time of the Change of Control, or the location where the Employee was employed immediately preceding the Change of Control or any relocation of the Company’s 's principal executive office to a location that is not more than 35 miles from such current location. Employee’s 's position, authority, duties and responsibilities after a Change of Control shall not be considered commensurate in all material respects with Employee’s 's position, authority, duties and responsibilities prior to a Change of Control unless after the Change of Control Employee holds an equivalent position in the CompanyPost- Transaction Corporation.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Effective Agreement Date and continue in effect through December 31, 2007, 2009; provided, however, that that, commencing on January 1, 2008 2010 and each January 1 thereafter, the term of this Agreement has been and shall automatically be extended for one additional year unless, not later than March 31 June 30 of the preceding year, the Company shall have given written notice that it does not wish to extend this Agreement; provided, further, that that, notwithstanding any such non-extension notice by the Company not to extendCompany, if a Change of Control of the Company shall have occurred during the original or extended term of this Agreement, this Agreement shall continue in effect through the second third anniversary of the Change of Control (such period following a Change of Control being referred to herein as the “Employment Term”)Control, subject to any earlier termination of the Employee’s status as an employee pursuant to this Agreement; provided, further, that in no event shall any termination of this Agreement result in any forfeiture of rights that accrued prior to the date of termination. (b) After a Change During the Employment Term, the Company hereby agrees to continue the Employee in its employ, subject to the terms and conditions of Control and during this Agreement. 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 120180-day period immediately preceding the Change of Control and (ii) the Employee’s service services shall be performed during normal business hours at the location of the Company’s principal executive office, at its location office at the time of the Change of Control, or the office or location where the Employee was employed immediately preceding the Change of Control or any relocation of the Company’s principal executive office any such site to a location that is not more than 35 miles from such current locationits location at the time of the Change of Control. The Employee’s position, authority, duties and responsibilities after a Change of Control shall not be considered commensurate in all material respects with the Employee’s position, authority, duties and responsibilities prior to a Change of Control unless after the Change of Control the Employee holds an equivalent position in with, and exercises substantially equivalent authority, duties and responsibilities on behalf of, either the Post-Transaction Corporation or the Company. (c) During the Employment Term and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Employee hereunder, to use the Employee’s reasonable best efforts to perform faithfully such responsibilities. During the Employment Term it shall not be a violation of this Agreement for the Employee to (A) serve on corporate, civic or charitable boards or committees, (B) fulfill speaking engagements, and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee’s responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Employee prior to a Change of Control, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent thereto shall not thereafter be deemed to interfere with the performance of the Employee’s responsibilities to the Company.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Effective Agreement Date and continue in effect through December 31, 2007, 2001; provided, however, that that, commencing on January 1, 2008 2002 and each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than March 31 June 30 of the preceding year, the Company shall have given written notice that it does not wish to extend this Agreement; provided, further, that that, notwithstanding any such non-extension notice by the Company not to extendCompany, if a Change of Control of the Company shall have occurred during the original or extended term of this Agreement, this Agreement shall continue in effect through the second third anniversary of the Change of Control (such period following a Change of Control being referred to herein as the “Employment Term”)Control, subject to any earlier termination of the Employee’s 's status as an employee pursuant to this Agreement; provided, further, that in no event shall any termination of this Agreement result in any forfeiture of rights that accrued prior to the date of termination. (b) After a Change During the Employment Term, the Company hereby agrees to continue the Employee in its employ, subject to the terms and conditions of Control and during this Agreement. 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 120-180- day period immediately preceding the Change of Control and (ii) the Employee’s service 's services shall be performed during normal business hours at the location of the Company’s 's principal executive office, at its location office at the time of the Change of Control, or the office or location where the Employee was employed immediately preceding the Change of Control or any relocation of the Company’s principal executive office any such site to a location that is not more than 35 miles from such current locationits location at the time of the Change of Control. 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 the Employee holds an equivalent position in with, and exercises substantially equivalent authority, duties and responsibilities on behalf of, the CompanyPost-Transaction Corporation.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Effective Date and continue in effect through December 31, 2007, 2012; provided, however, that commencing on January 1, 2008 2013 and each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than March 31 June 30 of the preceding year, the Company shall have given notice to the Employee that it does not wish intend to extend this Agreement; provided, further, that notwithstanding any such notice by the Company not to extend, if a Change of Control of the Company shall have occurred during the original or extended term of this Agreement, this Agreement shall continue in effect through the second anniversary of the Change of Control (such period following a Change of Control being referred to herein as the “Employment Term”), 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 Company’s principal executive office, at its location at the time of the Change of Control, or the location office where the Employee was principally employed immediately preceding the Change of Control or any relocation of the Company’s principal executive such office to a location that is not more than 35 miles from such current 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 its location immediately prior to a Change of Control unless after the Change of Control Employee holds an equivalent position in the CompanyControl.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Effective Date date hereof and continue in effect through December 31, 2007, 1997; provided, however, that commencing on January 1, 2008 1998 and each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than March 31 September 30 of the preceding year, the Company shall have given notice that it does not wish to extend this Agreement; provided, further, that notwithstanding any such notice by the Company not to extend, if a Change of Control of the Company shall have occurred during the original or extended term of this Agreement, this Agreement shall continue in effect through the second anniversary of the Change of Control (such period following a Change of Control being referred to herein as the “Employment Term”), 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 '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 during normal business hours at the Company’s 's principal executive office, at its location at the time of the Change of Control, or the location where the Employee was employed immediately preceding the Change of Control or any relocation of the Company’s 's principal executive office to a location that is not more than 35 miles from such current location. Employee’s 's position, authority, duties and responsibilities after a Change of Control shall not be considered commensurate in all material respects with 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 CompanyCompany 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.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Effective Date date hereof and continue in effect through December 31, 2007, 1997; provided, however, that commencing on January 1, 2008 1998 and each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than March 31 September 30 of the preceding year, the Company shall have given notice that it does not wish to extend this Agreement; provided, further, that notwithstanding any such notice by the Company not to extend, if a Change of Control of the Company shall have occurred during the original or extended term of this Agreement, this Agreement shall continue in effect through the second anniversary of the Change of Control (such period following a Change of Control being referred to herein as the “Employment Term”), subject to any earlier termination of Employee’s status as an employee pursuant to this Agreement.effect (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 during normal business hours at the Company’s 's principal executive office, at its location at the time of the Change of Control, or the location where the Employee was employed immediately preceding the Change of Control or any relocation of the Company’s 's principal executive office to a location that is not more than 35 miles from such current location. Employee’s 's position, authority, duties and responsibilities after a Change of Control shall not be considered commensurate in all material respects with 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 CompanyCompany 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.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Effective Agreement Date and continue in effect through December 31, 2007, 2001; provided, however, that that, commencing on January 1, 2008 2002 and each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than March 31 June 30 of the preceding year, the Company shall have given written notice that it does not wish to extend this Agreement; provided, further, that that, notwithstanding any such non-extension notice by the Company not to extendCompany, if a Change of Control of the Company shall have occurred during the original or extended term of this Agreement, this Agreement shall continue in effect through the second third anniversary of the Change of Control (such period following a Change of Control being referred to herein as the “Employment Term”)Control, subject to any earlier termination of the Employee’s 's status as an employee pursuant to this Agreement; provided, further, that in no event shall any termination of this Agreement result in any forfeiture of rights that accrued prior to the date of termination. (b) After a Change During the Employment Term, the Company hereby agrees to continue the Employee in its employ, subject to the terms and conditions of Control and during this Agreement. 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 120180-day period immediately preceding the Change of Control and (ii) the Employee’s service 's services shall be performed during normal business hours at the location of the Company’s 's principal executive office, at its location office at the time of the Change of Control, or the office or location where the Employee was employed immediately preceding the Change of Control or any relocation of the Company’s principal executive office any such site to a location that is not more than 35 miles from such current locationits location at the time of the Change of Control. 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 the Employee holds an equivalent position in with, and exercises substantially equivalent authority, duties and responsibilities on behalf of, either the Post-Transaction Corporation or the Company.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on was originally effective as of the Effective Agreement Date and continue has been in effect through December 31, 2007, provided, however, that commencing continuously thereafter. Commencing on January 1, 2008 2002 and each January 1 thereafter, the term of this Agreement has been and shall automatically be extended for one additional year unless, not later than March 31 June 30 of the preceding year, the Company shall have given written notice that it does not wish to extend this Agreement; provided, further, that that, notwithstanding any such non-extension notice by the Company not to extendCompany, if a Change of Control of the Company shall have occurred during the original or extended term of this Agreement, this Agreement shall continue in effect through the second third anniversary of the Change of Control (such period following a Change of Control being referred to herein as the “Employment Term”)Control, subject to any earlier termination of the Employee’s status as an employee pursuant to this Agreement; provided, further, that in no event shall any termination of this Agreement result in any forfeiture of rights that accrued prior to the date of termination. (b) After a Change During the Employment Term, the Company hereby agrees to continue the Employee in its employ, subject to the terms and conditions of Control and during this Agreement. 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 120180-day period immediately preceding the Change of Control and (ii) the Employee’s service services shall be performed during normal business hours at the location of the Company’s principal executive office, at its location office at the time of the Change of Control, or the office or location where the Employee was employed immediately preceding the Change of Control or any relocation of the Company’s principal executive office any such site to a location that is not more than 35 miles from such current locationits location at the time of the Change of Control. The Employee’s position, authority, duties and responsibilities after a Change of Control shall not be considered commensurate in all material respects with the Employee’s position, authority, duties and responsibilities prior to a Change of Control unless after the Change of Control the Employee holds an equivalent position in with, and exercises substantially equivalent authority, duties and responsibilities on behalf of, the CompanyPost-Transaction Corporation.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Effective Date date hereof and continue in effect through December 31, 2007, 1997; provided, however, that commencing on January 1, 2008 1998 and each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than March 31 September 30 of the preceding year, the Company shall have given notice that it does not wish to extend this Agreement; provided, further, that notwithstanding any such notice by the Company not to extend, if a Change of Control of the Company shall have occurred during the original or extended term of this Agreement, this Agreement shall continue in effect through the second anniversary of the Change of Control (such period following a Change of Control being referred to herein as the “"Employment Term”"), subject to any earlier termination of 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 during normal business hours at the Company’s 's principal executive office, at its location at the time of the Change of Control, or the location where the Employee was employed immediately preceding the Change of Control or any relocation of the Company’s 's principal executive office to a location that is not more than 35 miles from such current location. Employee’s 's position, authority, duties and responsibilities after a Change of Control shall not be considered commensurate in all material respects with 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 CompanyCompany 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.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Effective Date date hereof and continue in effect through December 31, 2007, 1996; provided, however, that commencing on January 1, 2008 1997 and each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than March 31 September 30 of the preceding year, the Company shall have given notice that it does not wish to extend this Agreement; provided, further, that notwithstanding any such notice by the Company not to extend, if a Change of Control of the Company shall have occurred during the original or extended term of this Agreement, this Agreement shall continue in effect through the second anniversary of the Change of Control (such period following a Change of Control being referred to herein as the “Employment Term”), subject to any earlier termination of Employee’s status as an employee pursuant to this Agreement.of (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 during normal business hours at the Company’s 's principal executive office, office at its location at the time of the Change of Control, Control or the location where the Employee was employed immediately preceding the Change of Control or any relocation of the Company’s 's principal executive office to a location that is not more than 35 miles from such current location. Employee’s 's position, authority, duties and responsibilities after a Change of Control shall not be considered commensurate in all material respects with Employee’s 's position, authority, duties and responsibilities prior to a Change of Control unless after the Change of Control Employee holds an equivalent position in the Company.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Effective Agreement Date and continue in effect through December 31, 2007, 2009; provided, however, that that, commencing on January 1, 2008 2010 and each January 1 thereafter, the term of this Agreement has been and shall automatically be extended for one additional year unless, not later than March 31 June 30 of the preceding year, the Company shall have given written notice that it does not wish to extend this Agreement; provided, further, that that, notwithstanding any such non-extension notice by the Company not to extendCompany, if a Change of Control of the Company shall have occurred during the original or extended term of this Agreement, this Agreement shall continue in effect through the second anniversary of the Change of Control (such period following a Change of Control being referred to herein as the “Employment Term”)Control, subject to any earlier termination of the Employee’s status as an employee pursuant to this Agreement; provided, further, that in no event shall any termination of this Agreement result in any forfeiture of rights that accrued prior to the date of termination. (b) After a Change During the Employment Term, the Company hereby agrees to continue the Employee in its employ, subject to the terms and conditions of Control and during this Agreement. 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 120180-day period immediately preceding the Change of Control and (ii) the Employee’s service services shall be performed during normal business hours at the location of the Company’s principal executive office, at its location office at the time of the Change of Control, or the office or location where the Employee was employed immediately preceding the Change of Control or any relocation of the Company’s principal executive office any such site to a location that is not more than 35 miles from such current locationits location at the time of the Change of Control. The Employee’s position, authority, duties and responsibilities after a Change of Control shall not be considered commensurate in all material respects with the Employee’s position, authority, duties and responsibilities prior to a Change of Control unless after the Change of Control the Employee holds an equivalent position in with, and exercises substantially equivalent authority, duties and responsibilities on behalf of, either the Post-Transaction Corporation or the Company. (c) During the Employment Term and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Employee hereunder, to use the Employee’s reasonable best efforts to perform faithfully such responsibilities. During the Employment Term it shall not be a violation of this Agreement for the Employee to (A) serve on corporate, civic or charitable boards or committees, (B) fulfill speaking engagements, and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Employee’s responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Employee prior to a Change of Control, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent thereto shall not thereafter be deemed to interfere with the performance of the Employee’s responsibilities to the Company.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Effective Date date hereof and continue in effect through December 31, 2007, 1997; provided, however, that commencing on January 1, 2008 1998 and each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than March 31 September 30 of the preceding year, the Company shall have given notice that it does not wish to extend this Agreement; provided, further, that notwithstanding any such notice by the Company not to extend, if a Change of Control of the Company shall have occurred during the original or extended term of this Agreement, this Agreement shall continue in effect through the second anniversary of the Change of Control (such period following a Change of Control being referred to herein as the “Employment Term”), subject to any earlier termination of Employee’s status as an employee pursuant to this Agreement.of (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 during normal business hours at the Company’s 's principal executive office, at its location at the time of the Change of Control, or the location where the Employee was employed immediately preceding the Change of Control or any relocation of the Company’s 's principal executive office to a location that is not more than 35 miles from such current location. Employee’s 's position, authority, duties and responsibilities after a Change of Control shall not be considered commensurate in all material respects with 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 CompanyCompany 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.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on was originally effective as of the Effective Agreement Date and continue has been in effect through December 31, 2007, provided, however, that commencing continuously thereafter. Commencing on January 1, 2008 2002 and each January 1 thereafter, the term of this Agreement has been and shall automatically be extended for one additional year unless, not later than March 31 June 30 of the preceding year, the Company shall have given written notice that it does not wish to extend this Agreement; provided, further, that that, notwithstanding any such non-extension notice by the Company not to extendCompany, if a Change of Control of the Company shall have occurred during the original or extended term of this Agreement, this Agreement shall continue in effect through the second third anniversary of the Change of Control (such period following a Change of Control being referred to herein as the “Employment Term”)Control, subject to any earlier termination of the Employee’s status as an employee pursuant to this Agreement; provided, further, that in no event shall any termination of this Agreement result in any forfeiture of rights that accrued prior to the date of termination. (b) After a Change During the Employment Term, the Company hereby agrees to continue the Employee in its employ, subject to the terms and conditions of Control and during this Agreement. 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 120180-day period immediately preceding the Change of Control and (ii) the Employee’s service services shall be performed during normal business hours at the location of the Company’s principal executive office, at its location office at the time of the Change of Control, or the office or location where the Employee was employed immediately preceding the Change of Control or any relocation of the Company’s principal executive office any such site to a location that is not more than 35 miles from such current locationits location at the time of the Change of Control. The Employee’s position, authority, duties and responsibilities after a Change of Control shall not be considered commensurate in all material respects with the Employee’s position, authority, duties and responsibilities prior to a Change of Control unless after the Change of Control the Employee holds an equivalent position in with, and exercises substantially equivalent authority, duties and responsibilities on behalf of, either the Post-Transaction Corporation or the Company.

Employment Term and Capacity after Change of Control. (a) This Agreement shall commence on the Effective Date and continue in effect through December 31, 20072008, provided, however, that commencing on January 1, 2008 2009 and each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than March 31 of the preceding year, the Company shall have given notice that it does not wish to extend this Agreement; provided, further, that notwithstanding any such notice by the Company not to extend, if a Change of Control of the Company shall have occurred during the original or extended term of this Agreement, this Agreement shall continue in effect through the second anniversary of the Change of Control (such period following a Change of Control being referred to herein as the “Employment Term”), 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 Company’s principal executive office, at its location at the time of the Change of Control, or the location where the Employee was employed immediately preceding the Change of Control or any relocation of the Company’s principal executive office to a location that is not more than 35 miles from such current 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 an equivalent position in the Company.