Common use of Executive Termination Event Clause in Contracts

Executive Termination Event. If at any time during the two year period commencing on the date of a Change in Control, the Company or the Executive terminates his employment following the occurrence of one or more of the following events (each, an "Executive Termination Event"), the Executive shall be entitled to the severance benefits provided in Section 5.7 below: (i) Any termination by the Company of the Executive's employment during such two year period for any reason, other than for Cause, as a result of the Executive's death, or by reason of the Executive's disability and the actual receipt of disability benefits pursuant to the long-term disability plan in effect for senior executives of the Company immediately prior to the Change in Control. (ii) Termination by the Executive of his employment with the Company at any time within two years after the Change in Control upon the occurrence of any of the following events: (1) The Company's failure to elect, re-elect or otherwise maintain the Executive in the office or position in the Company which the Executive held immediately prior to a Change in Control. (2) A significant, adverse change (increase or decrease) in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company which the Executive held immediately prior to the Change in Control, or a reduction in the aggregate of the Executive's base pay or annual incentive bonus opportunity (and relative level of goal achievement) in which the Executive participated immediately prior to the Change in Control, or the termination of the Executive's rights to any employee benefits to which he was entitled immediately prior to the Change in Control, or a reduction in scope or value of such benefits, without prior written consent of the Executive, any of which is not remedied within 10 calendar days after receipt by the Company of a written notice from the Executive of such change, reduction, or termination, as the case may be; (3) The Company or its successor becomes a subsidiary of another company and the Executive does not hold the position stated in Section 1.1 of the ultimate parent company; (4) The Company shall relocate its principal executive offices, or require the Executive to have his principal location of work changed, to any location which is in excess of 45 miles from the location thereof immediately prior to the Change in Control; or (5) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company or any successor thereto.

Executive Termination Event. If at any time during the two two-year period commencing on the date of a Change in Control, the Company or the Executive terminates his Executive's employment following the occurrence of one or more of the following events (each, an "Executive Termination Event"), the Executive shall be entitled to the severance benefits provided in Section 5.7 4 below: (ia) Any termination by the Company of the Executive's employment during such two two-year period for any reason, reason other than for Cause, as a result of the Executive's death, or by reason of the Executive's disability and the actual receipt of disability benefits pursuant to the long-term disability plan in effect for senior executives of the Company immediately prior to the Change in Control.accordance with Section 2(b) hereof; or (iib) Termination by the Executive of his Executive's employment with the Company at any time within two years after the Change in Control upon the occurrence of any of the following events: (1i) The Company's failure to elect, re-elect elect, or otherwise maintain the Executive in the office or position in the Company which the Executive held immediately prior to a Change in Control., or the removal of the Executive as a Director of the Company (or any successor thereto) if the Executive was a Director of the Company immediately prior to the Change in Control; (2ii) A significant, adverse change (increase or decrease) in the nature or scope of the authorities, powers, functions, responsibilities responsibilities, or duties attached to the position with the Company which the Executive held immediately prior to the Change in Control, or a reduction in the aggregate of the Executive's base pay or annual incentive bonus opportunity (and relative level of goal achievement) in which the Executive participated immediately prior to the Change in Control, or the termination of the Executive's rights right to any employee benefits to which he Executive was entitled immediately prior to the Change in Control, or a reduction in scope or value of such benefits, without prior written consent of the Executive, any of which is not remedied within 10 calendar days after receipt by the Company of a written notice from the Executive of such change, reduction, or termination, as the case may be; (3iii) The Company or its successor becomes a subsidiary of another company and A determination by the Executive does not hold made in good faith that, as a result of a Change in Control, there has been a significant change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, or that Executive has been rendered substantially unable to carry out, has been substantially hindered in the performance of, or has suffered a substantial increase or reduction in, any of the authorities, powers, functions, responsibilities, or duties attached to the position stated held by the Executive immediately prior to the Change in Section 1.1 Control, which situation is not remedied within 10 calendar days after receipt by the Company of a written notice from the ultimate parent companyExecutive of such good faith determination; (4iv) The liquidation, dissolution, merger, consolidation, or reorganization of the Company or transfer of all or a significant portion of its business and/or assets; (v) The Company shall relocate its principal executive offices, or require the Executive to have his Executive's principal location of work changed, to any location which is in excess of 45 50 miles from the location thereof immediately prior to the Change in Control, or the Company shall require the Executive to travel away from Executive's office in the course of discharging Executive's responsibilities or duties hereunder significantly more (in terms of either consecutive days or aggregate days in any calendar year) than was required of him prior to the Change in Control without, in either case, Executive's prior written consent; or (5vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company or any successor thereto.

Executive Termination Event. If at any time during the two one year period commencing on the date of a Change in Control, the Company or the Executive terminates his employment following the occurrence of one or more of the following events (each, an "Executive Termination Event"), the Executive shall be entitled to the severance benefits provided in Section 5.7 3.7 below: (i) Any termination by the Company of the Executive's employment during such two one year period for any reason, other than for Cause, as a result of the Executive's death, or by reason of the Executive's disability and the actual receipt of disability benefits pursuant to the long-term disability plan in effect for senior executives of the Company immediately prior to the Change in Control.benefits; or (ii) Termination by the Executive of his employment with the Company at any time within two years one year after the Change in Control upon the occurrence of any of the following events: (1) The Company's failure to elect, re-elect or otherwise maintain the Executive in the office or position in the Company which the Executive held immediately prior to a Change in Control., or the removal of the Executive as a Director of the Company (or any successor thereto) if the Executive was a Director of the Company immediately prior to the Change in Control; (2) A significant, adverse change (increase or decrease) in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company which the Executive held immediately prior to the Change in Control, or a reduction in the aggregate of the Executive's base pay or annual incentive bonus opportunity (and relative level of goal achievement) in which the Executive participated immediately prior to the Change in Control, or the termination of the Executive's rights to any employee benefits to which he was entitled immediately prior to the Change in Control, or a reduction in scope or value of such benefits, without prior written consent of the Executive, any of which is not remedied within 10 calendar days after receipt by the Company of a written notice from the Executive of such change, reduction, or termination, as the case may be; (3) The Company or its successor becomes a subsidiary of another company and the Executive does is not hold the position stated in Section 1.1 President and Chief Executive Officer of the ultimate parent company; (4) The Company shall relocate its principal executive offices, or require the Executive to have his principal location of work changed, to any location which is in excess of 45 miles from the location thereof immediately prior to the Change in Control; or (5) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company or any successor thereto.

Executive Termination Event. If at any time during the two year period commencing on the date of a Change in Control, the Company or the Executive terminates his employment following the occurrence of one or more of the following events (each, an "Executive Termination Event"), the Executive shall be entitled to the severance benefits provided in Section 5.7 below: (i) Any termination by the Company of the Executive's employment during such two year period for any reason, other than for Cause, as a result of the Executive's death, or by reason of the Executive's disability and the actual receipt of disability benefits pursuant to the long-term disability plan in effect for senior executives of the Company immediately prior to the Change in Control. (ii) Termination by the Executive of his employment with the Company at any time within two years after the Change in Control upon the occurrence of any of the following events: (1) The Company's failure to elect, re-elect or otherwise maintain the Executive in the office or position in the Company which the Executive held immediately prior to a Change in Control., or the removal of the Executive as a Director of the Company (or any successor thereto); (2) A significant, adverse change (increase or decrease) in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company which the Executive held immediately prior to the Change in Control, or a reduction in the aggregate of the Executive's base pay or annual incentive bonus opportunity (and relative level of goal achievement) in which the Executive participated immediately prior to the Change in Control, or the termination of the Executive's rights to any employee benefits to which he was entitled immediately prior to the Change in Control, or a reduction in scope or value of such benefits, without prior written consent of the Executive, any of which is not remedied within 10 calendar days after receipt by the Company of a written notice from the Executive of such change, reduction, or termination, as the case may be; (3) The Company or its successor becomes a subsidiary of another company and the Executive does not hold the position stated in Section 1.1 of the ultimate parent company; (4) The Company shall relocate its principal executive offices, or require the Executive to have his principal location of work changed, to any location which is in excess of 45 miles from the location thereof immediately prior to the Change in Control; or (5) The occurrence of any of the events described in Section 5.6(a) (i) clauses (1), (2) or (3); or (6) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company or any successor thereto.

Executive Termination Event. If at any time during the two year period commencing on the date of a Change in ControlControl (except as provided in clause (ii)(5) below to which the time period stated therein shall apply), the Company or the Executive terminates his employment following the occurrence of one or more of the following events (each, an "Executive Termination Event"), the Executive shall be entitled to the severance benefits provided in Section 5.7 below: (i) Any termination by the Company of the Executive's employment during such two year period for any reason, other than for Cause, as a result of the Executive's death, or by reason of the Executive's disability and the actual receipt of disability benefits pursuant to the long-term disability plan in effect for senior executives of the Company immediately prior to the Change in Control. (ii) Termination by the Executive of his employment with the Company at any time within two years after the Change in Control (except as provided in clause (5) below to which the time period stated therein shall apply), upon the occurrence of any of the following events: (1) The Company's failure to elect, re-elect or otherwise maintain the Executive in the office or position in the Company which the Executive held immediately prior to a Change in Control. (2) A significant, adverse change (increase or decrease) in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company which the Executive held immediately prior to the Change in Control, or a reduction in the aggregate of the Executive's base pay or annual incentive bonus opportunity (and relative level of goal achievement) in which the Executive participated immediately prior to the Change in Control, or the termination of the Executive's rights to any employee benefits to which he was entitled immediately prior to the Change in Control, or a reduction in scope or value of such benefits, without prior written consent of the Executive, any of which is not remedied within 10 calendar days after receipt by the Company of a written notice from the Executive of such change, reduction, or termination, as the case may be; (3) The Company or its successor becomes a subsidiary of another company and the Executive does not hold the position stated in Section 1.1 of the ultimate parent company; (4) The Company shall relocate its principal executive offices, or require the Executive to have his principal location of work changed, to any location which is in excess of 45 miles from the location thereof immediately prior to the Change in Control; or; (5) In the event of the consummation of a Change in Control event with Accor S.A. or any of its affiliates, for a period of thirty (30) days thereafter, the Executive may terminate his employment for any reason upon delivery of written notice to the Company; (6) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company or any successor thereto.

Executive Termination Event. If at any time during the two two-year period commencing on the date of a Change in Control, the Company or the Executive terminates his Executive's employment following the occurrence of one or more of the following events (each, an "Executive Termination Event"), the Executive shall be entitled to the severance benefits provided in Section 5.7 4 below: (ia) Any termination by the Company of the Executive's employment during such two two-year period for any reason, reason other than for Cause, as a result of the Executive's death, or by reason of the Executive's disability and the actual receipt of disability benefits pursuant to the long-term disability plan in effect for senior executives of the Company immediately prior to the Change in Control.accordance with Section 2(b) hereof; or (iib) Termination by the Executive of his Executive's employment with the Company at any time within two years after the Change in Control upon the occurrence of any of the following events: (1i) The Company's failure to elect, re-elect elect, or otherwise maintain the Executive in the office or position in the Company which the Executive held immediately prior to a Change in Control., or the removal of the Executive as a Director of the Company (or any successor thereto) if the Executive was a Director of the Company immediately prior to the Change in Control; (2iii) A significantdetermination by the Executive made in good faith that, adverse as a result of a Change in Control, there has been a significant change (increase or decrease) in the nature or scope of the authorities, powers, functions, responsibilities business or duties attached to the position with the Company other activities for which the Executive held was responsible immediately prior to the Change in Control, or a reduction that Executive has been rendered substantially unable to carry out, has been substantially hindered in the aggregate performance of, or has suffered a substantial increase or reduction in, any of the Executive's base pay authorities, powers, functions, responsibilities, or annual incentive bonus opportunity (and relative level of goal achievement) in which duties attached to the position held by the Executive participated immediately prior to the Change in Control, or the termination of the Executive's rights to any employee benefits to which he was entitled immediately prior to the Change in Control, or a reduction in scope or value of such benefits, without prior written consent of the Executive, any of which situation is not remedied within 10 calendar days after receipt by the Company of a written notice from the Executive of such change, reduction, or termination, as the case may begood faith determination; (3iv) The liquidation, dissolution, merger, consolidation, or reorganization of the Company or transfer of all or a significant portion of its successor becomes a subsidiary of another company and the Executive does not hold the position stated in Section 1.1 of the ultimate parent companybusiness and/or assets; (4v) The Company shall relocate its principal executive offices, or require the Executive to have his Executive's principal location of work changed, to any location which is in excess of 45 50 miles from the location thereof immediately prior to the Change in Control, or the Company shall require the Executive to travel away from Executive's office in the course of discharging Executive's responsibilities or duties hereunder significantly more (in terms of either consecutive days or aggregate days in any calendar year) than was required of him prior to the Change in Control without, in either case, Executive's prior written consent; or (5vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company or any successor thereto.

Executive Termination Event. If at any time during the two year period commencing on the date of a Change in Control, the Company or the Executive terminates his employment following the occurrence of one or more of the following events (each, an "Executive Termination Event"), the Executive shall be entitled to the severance benefits provided in Section 5.7 below: (i) Any termination by the Company of the Executive's employment during such two year period for any reason, other than for Cause, as a result of the Executive's death, or by reason of the Executive's disability and the actual receipt of disability benefits pursuant to the long-term disability plan in effect for senior executives of the Company immediately prior to the Change in Control.accordance with Section 3.1(c) hereof; or (ii) Termination by the Executive of his employment with the Company at any time within two years after the Change in Control upon the occurrence of any of the following events: (1) The Company's failure to elect, re-elect or otherwise maintain the Executive in the office or position in the Company which the Executive held immediately prior to a Change in Control., or the removal of the Executive as a Director of the Company (or any successor thereto) if the Executive was a Director of the Company immediately prior to the Change in Control other than a change to Co-Chief Executive Officer or Vice-Chief Executive Officer; (2) A significant, adverse change (increase or decrease) in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company which the Executive held immediately prior to the Change in Control, or a reduction in the aggregate of the Executive's base pay or annual incentive bonus opportunity (and relative level of goal achievement) in which the Executive participated immediately prior to the Change in Control, or the termination of the Executive's rights to any employee benefits to which he was entitled immediately prior to the Change in Control, or a reduction in scope or value of such benefits, without prior written consent of the Executive, any of which is not remedied within 10 calendar days after receipt by the Company of a written notice from the Executive of such change, reduction, or termination, as the case may be; (3) The Company or its successor becomes a subsidiary of another company and the Executive does not hold is neither the position stated in Section 1.1 President and Chief Executive Officer, the Co-Chief Executive Officer or Vice-Chief Executive Officer of the ultimate parent company; (4) The Company shall relocate its principal executive offices, or require the Executive to have his principal location of work changed, to any location which is in excess of 45 miles from the location thereof immediately prior to the Change in Control; or (5) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company or any successor thereto.

Executive Termination Event. If at any time during the two year period commencing on the date of a Change in Control, the Company or the Executive terminates his employment following the occurrence of one or more of the following events (each, an "Executive Termination Event"), the Executive shall be entitled to the severance benefits provided in Section 5.7 below: (i) Any termination by the Company of the Executive's employment during such two year period for any reason, other than for Cause, as a result of the Executive's death, or by reason of the Executive's disability and the actual receipt of disability benefits pursuant to the in accordance with a long-term disability plan as may be maintained from time to time during the term by the Company to the extent and in effect for senior executives a manner available to other Executive Officers of the Company immediately prior to the Change in ControlCompany. (ii) Termination by the Executive of his employment with the Company at any time within two years after the Change in Control upon the occurrence of any of the following events: (1) The Company's failure to elect, re-elect or otherwise maintain the Executive in the office or position in the Company which the Executive held immediately prior to a Change in Control. (2) A significant, adverse change (increase or decrease) in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company which the Executive held immediately prior to the Change in Control, or a reduction in the aggregate of the Executive's base pay or annual incentive bonus opportunity (and relative level of goal achievement) in which the Executive participated immediately prior to the Change in Control, or the termination of the Executive's rights to any employee benefits to which he was entitled immediately prior to the Change in Control, or a reduction in scope or value of such benefits, without prior written consent of the Executive, any of which is not remedied within 10 calendar days after receipt by the Company of a written notice from the Executive of such change, reduction, or termination, as the case may be; (3) The Company or its successor becomes a subsidiary of another company and the Executive does is not hold the position stated in Section 1.1 Chief Financial Officer of the ultimate parent company; (4) The Company shall relocate its principal executive offices, or require the Executive to have his principal location of work changed, to any location which is in excess of 45 miles from the location thereof immediately prior to the Change in Control; or (5) The liquidation, dissolution, merger, consolidation, or reorganization of the Company or transfer of all or a significant portion of its business and/or assets (excluding the healthcare assets of the Company); or (6) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company or any successor thereto.

Executive Termination Event. If at any time during the two year period commencing on the date of a Change in Control, the Company or the Executive terminates his employment following the occurrence of one or more of the following events (each, an "“Executive Termination Event"”), the Executive shall be entitled to the severance benefits provided in Section 5.7 below: (i) Any termination by the Company of the Executive's ’s employment during such two year period for any reason, other than for Cause, as a result of the Executive's ’s death, or by reason of the Executive's ’s disability and the actual receipt of disability benefits pursuant to the long-term disability plan in effect for senior executives of the Company immediately prior to the Change in Control. (ii) Termination by the Executive of his employment with the Company at any time within two years after the Change in Control upon the occurrence of any of the following events: (1) The Company's ’s failure to elect, re-elect or otherwise maintain the Executive in the office or position in the Company which the Executive held immediately prior to a Change in Control. (2) A significant, adverse change (increase or decrease) in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company which the Executive held immediately prior to the Change in Control, or a reduction in the aggregate of the Executive's ’s base pay or annual incentive bonus opportunity (and relative level of goal achievement) in which the Executive participated immediately prior to the Change in Control, or the termination of the Executive's ’s rights to any employee benefits to which he was entitled immediately prior to the Change in Control, or a reduction in scope or value of such benefits, without prior written consent of the Executive, any of which is not remedied within 10 calendar days after receipt by the Company of a written notice from the Executive of such change, reduction, or termination, as the case may be; (3) The Company or its successor becomes a subsidiary of another company and the Executive does not hold the position stated in Section 1.1 of the ultimate parent company; (4) The Company shall relocate its principal executive offices, or require the Executive to have his principal location of work changed, to any location which is in excess of 45 miles from the location thereof immediately prior to the Change in Control; or (5) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company or any successor thereto.

Executive Termination Event. If at any time during the two year period commencing on the date of a Change in Control, the Company or the Executive terminates his employment following the occurrence of one or more of the following events (each, an "“Executive Termination Event"”), the Executive shall be entitled to the severance benefits provided in Section 5.7 below: (i) Any termination by the Company of the Executive's ’s employment during such two year period for any reason, other than for Cause, as a result of the Executive's ’s death, or by reason of the Executive's ’s disability and the actual receipt of disability benefits pursuant to the long-term disability plan in effect for senior executives of the Company immediately prior to the Change in Control. (ii) Termination by the Executive of his employment with the Company at any time within two years after the Change in Control upon the occurrence of any of the following events: (1) The Company's ’s failure to elect, re-elect or otherwise maintain the Executive in the office or position in the Company which the Executive held immediately prior to a Change in Control. (2) A significant, adverse change (increase or decrease) in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company which the Executive held immediately prior to the Change in Control, or a reduction in the aggregate of the Executive's ’s base pay or annual incentive bonus opportunity (and relative level of goal achievement) in which the Executive participated immediately prior to the Change in Control, or the termination of the Executive's ’s rights to any employee benefits to which he she was entitled immediately prior to the Change in Control, or a reduction in scope or value of such benefits, without prior written consent of the Executive, any of which is not remedied within 10 calendar days after receipt by the Company of a written notice from the Executive of such change, reduction, or termination, as the case may be; (3) The Company or its successor becomes a subsidiary of another company and the Executive does not hold the position stated in Section 1.1 of the ultimate parent company; (4) The Company shall relocate its principal executive offices, or require the Executive to have his principal location of work changed, to any location which is in excess of 45 miles from the location thereof immediately prior to the Change in Control; or (5) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company or any successor thereto.

Executive Termination Event. If at any time during the two year period commencing on the date of a Change in ControlControl (except as provided in clause (ii)(5) below to which the time period stated therein shall apply), the Company or the Executive terminates his employment following the occurrence of one or more of the following events (each, an "“Executive Termination Event"”), the Executive shall be entitled to the severance benefits provided in Section 5.7 below: (i) Any termination by the Company of the Executive's ’s employment during such two year period for any reason, other than for Cause, as a result of the Executive's ’s death, or by reason of the Executive's ’s disability and the actual receipt of disability benefits pursuant to the long-term disability plan in effect for senior executives of the Company immediately prior to the Change in Control. (ii) Termination by the Executive of his employment with the Company at any time within two years after the Change in Control (except as provided in clause (5) below to which the time period stated therein shall apply), upon the occurrence of any of the following events: (1) The Company's ’s failure to elect, re-elect or otherwise maintain the Executive in the office or position in the Company which the Executive held immediately prior to a Change in Control. (2) A significant, adverse change (increase or decrease) in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company which the Executive held immediately prior to the Change in Control, or a reduction in the aggregate of the Executive's ’s base pay or annual incentive bonus opportunity (and relative level of goal achievement) in which the Executive participated immediately prior to the Change in Control, or the termination of the Executive's ’s rights to any employee benefits to which he was entitled immediately prior to the Change in Control, or a reduction in scope or value of such benefits, without prior written consent of the Executive, any of which is not remedied within 10 calendar days after receipt by the Company of a written notice from the Executive of such change, reduction, or termination, as the case may be; (3) The Company or its successor becomes a subsidiary of another company and the Executive does not hold the position stated in Section 1.1 of the ultimate parent company; (4) The Company shall relocate its principal executive offices, or require the Executive to have his principal location of work changed, to any location which is in excess of 45 miles from the location thereof immediately prior to the Change in Control; or; (5) In the event of the consummation of a Change in Control event with Accor S.A. or any of its affiliates, for a period of thirty (30) days thereafter, the Executive may terminate his employment for any reason upon delivery of written notice to the Company; (6) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company or any successor thereto.

Executive Termination Event. If at any time during the two year period commencing on the date of a Change in Control, the Company or the Executive terminates his employment following the occurrence of one or more of the following events (each, an "Executive Termination Event"), the Executive shall be entitled to the severance benefits provided in Section 5.7 below: (i) Any termination by the Company of the Executive's employment during such two year period for any reason, other than for Cause, as a result of the Executive's death, or by reason of the Executive's disability and the actual receipt of disability benefits pursuant to the long-term disability plan in effect for senior executives of the Company immediately prior to the Change in Control. (ii) Termination by the Executive of his employment with the Company at any time within two years after the Change in Control upon the occurrence of any of the following events: (1) The Company's failure to elect, re-elect or otherwise maintain the Executive in the office or position in the Company which the Executive held immediately prior to a Change in Control.; (2) A significant, adverse change (increase or decrease) in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company which the Executive held immediately prior to the Change in Control, or a reduction in the aggregate of the Executive's base pay or annual incentive bonus opportunity (and relative level of goal achievement) in which the Executive participated immediately prior to the Change in Control, or the termination of the Executive's rights to any employee benefits to which he was entitled immediately prior to the Change in Control, or a reduction in scope or value of such benefits, without prior written consent of the Executive, any of which is not remedied within 10 calendar days after receipt by the Company of a written notice from the Executive of such change, reduction, or termination, as the case may be; (3) The Company or its successor becomes a subsidiary of another company and the Executive does not hold the position stated in Section 1.1 of the ultimate parent company; (4) The Company shall relocate its principal executive offices, or require the Executive to have his principal location of work changed, to any location which is in excess of 45 miles from the location thereof immediately prior to the Change in Control; or (5) The occurrence of any of the events described in Section 5.6(a) (i) clauses (1), (2) or (3); or (6) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company or any successor thereto.

Executive Termination Event. If at any time during the two year period commencing on the date of a Change in Control, the Company or the Executive terminates his her employment following the occurrence of one or more of the following events (each, an "Executive Termination Event"), the Executive shall be entitled to the severance benefits provided in Section 5.7 below: (i) Any termination by the Company of the Executive's employment during such two year period for any reason, other than for Cause, as a result of the Executive's death, or by reason of the Executive's disability and the actual receipt of disability benefits pursuant to the long-term disability plan in effect for senior executives of the Company immediately prior to the Change in Control. (ii) Termination by the Executive of his her employment with the Company at any time within two years after the Change in Control upon the occurrence of any of the following events: (1) The Company's failure to elect, re-elect or otherwise maintain the Executive in the office or position in the Company which the Executive held immediately prior to a Change in Control. (2) A significant, adverse change (increase or decrease) in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company which the Executive held immediately prior to the Change in Control, or a reduction in the aggregate of the Executive's base pay or annual incentive bonus opportunity (and relative level of goal achievement) in which the Executive participated immediately prior to the Change in Control, or the termination of the Executive's rights to any employee benefits to which he she was entitled immediately prior to the Change in Control, or a reduction in scope or value of such benefits, without prior written consent of the Executive, any of which is not remedied within 10 calendar days after receipt by the Company of a written notice from the Executive of such change, reduction, or termination, as the case may be; (3) The Company or its successor becomes a subsidiary of another company and the Executive does not hold the position stated in Section 1.1 of the ultimate parent company; (4) The Company shall relocate its principal executive offices, or require the Executive to have his her principal location of work changed, to any location which is in excess of 45 miles from the location thereof immediately prior to the Change in Control; or (5) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company or any successor thereto.