Common use of Good Reason Following a Change in Control Clause in Contracts

Good Reason Following a Change in Control. You may terminate your employment for Good Reason if (i) during the twenty-four (24) month period immediately following a Change in Control (A) the scope of your position, authority or duties is materially adversely changed (except for changes during a Notice Period as authorized under Section 3 (c) below), (B) your compensation under this Agreement is not paid or your Base Salary or your Target Bonus or equity award is reduced below the levels specified in Sections 2(a) and (b) or there is a material adverse change in your employee benefits (excluding changes in any benefits plan where such changes apply generally to participants in the plan), (C) ) you are notified by the Company that you are required to relocate to a place more than 50 miles from your current place of employment in Alpharetta, GA, (D) you are assigned duties that are materially inconsistent with your position with the Company/Parent, (E) you are required to report to anyone other than the Chief Executive Officer of the Parent or any other individual that is not mutually agreeable to you and the Company, or (F) in the event that any other person or entity acquires all or substantially all of the Parent Group’s business and, the Company fails to obtain the assumption of this Agreement by the successor; (ii) you give the Company written notice of your intent to terminate your employment as a result of such event and provide the specific reasons therefore within sixty (60) days of your knowledge of such event occurring; (iii) the Company does not make the necessary corrections within sixty (60) days of receipt of your written notice; and (iv) you terminate employment no later than ten (10) days following the end of such sixty (60) day period. For purposes of this Agreement, the “Change in Control" will be deemed to have occurred as of the first day any of the following events occur:

Good Reason Following a Change in Control. You may terminate your employment for Good Reason if (i) during the twenty-four (24) month period immediately following a Change in Control (A) the scope of your position, authority or duties is materially adversely changed (except for changes during a Notice Period as authorized under Section 3 (c) below), (B) your compensation under this Agreement is not paid or your Base Salary or your Target Bonus or equity award is reduced below the levels specified in Sections 2(a) and (b) or there is a material adverse change in your employee benefits (excluding changes in any benefits plan where such changes apply generally to participants in the plan), (C) ) you are notified by the Company that you are required to relocate to a place more than 50 miles from your current place of employment in AlpharettaNew York, GANY, (D) you are assigned duties that are materially inconsistent with your position with the Company/Parent, (E) you are required to report to anyone other than the Chief Executive Officer of the Parent or any other individual that is not mutually agreeable to you and the Company, or (F) in the event that any other person or entity acquires all or substantially all of the Parent Group’s business andbusiness, the Company fails to obtain the assumption of this Agreement by the successor; (ii) you give the Company written notice of your intent to terminate your employment as a result of such event and provide the specific reasons therefore within sixty (60) days of your knowledge of such event occurring; (iii) the Company does not make the necessary corrections within sixty (60) days of receipt of your written notice; and (iv) you terminate employment no later than ten (10) days following the end of such sixty (60) day period. For purposes of this Agreement, the “Change in Control" will be deemed to have occurred as of the first day any of the following events occur:

Good Reason Following a Change in Control. You may terminate your employment for Good Reason if (i) during the twenty-four (24) month period immediately following a Change in Control (A) the scope of your position, authority or duties is materially adversely changed (except for changes during a Notice Period as authorized under Section 3 (c) below), (B) your compensation under this Agreement is not paid or your Base Salary or your Target Bonus or equity award is reduced below the levels specified in Sections 2(a) and (b) or there is a material adverse change in your employee benefits (excluding changes in any benefits plan where such changes apply generally to senior executive participants in the plan), (C) ) you are notified by the Company that you are required to relocate to a place more than 50 miles from your current place outside of employment in Alpharetta, GABermuda, (D) you are assigned duties that are materially inconsistent with your position with the Company/Parent, (E) you are required to report to anyone any person or entity other than the Chief Executive Officer of the Parent or any other individual that is not mutually agreeable to you and the CompanyBoard, or (F) in the event that any other person or entity acquires all or substantially all of the Parent Group’s business andbusiness, the Company fails to obtain the assumption of this Agreement by the successor; (ii) you give the Company written notice of your intent to terminate your employment as a result of such event and provide the specific reasons therefore within sixty thirty (6030) days of your knowledge of such event occurring; (iii) the Company does not make the necessary corrections within sixty thirty (6030) days of receipt of your written notice; and (iv) you terminate employment no later than ten (10) days following the end of such sixty thirty (6030) day period. For purposes of this Agreement, the “Change in Control" ” will be deemed to have occurred as of the first day any of the following events occur:

Good Reason Following a Change in Control. You may terminate your employment for Good Reason if (i) during the twenty-four (24) month period immediately following a Change in Control (A) the scope of your position, authority or duties is materially adversely changed (except for changes during a Notice Period as authorized under Section 3 (c) below), (B) your compensation under this Agreement is not paid or your Base Salary or your Target Bonus or equity award is reduced below the levels specified in Sections 2(a) and (b) or there is a material adverse change in your employee benefits (excluding changes in any benefits plan where such changes apply generally to participants in the plan), (C) ) you are notified by the Company that you are required to relocate to a place more than 50 miles from your current place of employment in AlpharettaHartford, GAConnecticut, (D) you are assigned duties that are materially inconsistent with your position with the Company/Parent, (E) you are required to report to anyone other than the Parent’s Chief Executive Officer of or his designee or the Parent or any other individual that is not mutually agreeable to you and the CompanyBoard, or (F) in the event that any other person or entity acquires all or substantially all of the Parent Group’s business andbusiness, the Company fails to obtain the assumption of this Agreement by the successor; (ii) you give the Company written notice of your intent to terminate your employment as a result of such event and provide the specific reasons therefore within sixty thirty (6030) days of your knowledge of such event occurring; (iii) the Company does not make the necessary corrections within sixty thirty (6030) days of receipt of your written notice; and (iv) you terminate employment no later than ten (10) days following the end of such sixty thirty (6030) day period. For purposes of this Agreement, the “Change in Control" ” will be deemed to have occurred as of the first day any of the following events occur:

Good Reason Following a Change in Control. You may terminate your employment for Good Reason if (i) during the twenty-four (24) month period immediately following a Change in Control (A) the scope of your position, authority or duties is materially adversely changed (except for changes during a Notice Period as authorized under Section 3 (c) below), (B) your compensation under this Agreement is not paid or your Base Salary or your Target Bonus or equity award is reduced below the levels specified in Sections 2(a) and (b) or there is a material adverse change in your employee benefits (excluding changes in any benefits plan where such changes apply generally to participants in the plan), (C) ) you are notified by the Company that you are required to relocate to a place more than 50 miles from your current place of employment in AlpharettaHartford, GAConnecticut, (D) you are assigned duties that are materially inconsistent with your position with the Company/Parent, (E) you are required to report to anyone other than the Chief Executive Officer of the Parent or any other individual that is not mutually agreeable to you and the Company, or (F) in the event that any other person or entity acquires all or substantially all of the Parent Group’s business andbusiness, the Company fails to obtain the assumption of this Agreement by the successor; (ii) you give the Company written notice of your intent to terminate your employment as a result of such event and provide the specific reasons therefore within sixty (60) days of your knowledge of such event occurring; (iii) the Company does not make the necessary corrections within sixty (60) days of receipt of your written notice; and (iv) you terminate employment no later than ten (10) days following the end of such sixty (60) day period. For purposes of this Agreement, the “Change in Control" ” will be deemed to have occurred as of the first day any of the following events occur:

Good Reason Following a Change in Control. You may terminate your employment for Good Reason if (i) during the twenty-four (24) month period immediately following a Change in Control (A) the scope of your position, authority or duties is materially adversely changed (except for changes during a Notice Period as authorized under Section 3 (c) below), (B) your compensation under this Agreement is not paid or your Base Salary or your Target target Annual Bonus or equity award is reduced below the levels specified in Sections 2(a) and (b) or there is a material adverse change in your employee benefits (excluding changes in any benefits plan where such changes apply generally to participants in the plan), (C) ) you are notified by the Company that you are required to relocate to a place more than 50 miles from your current place of employment in AlpharettaNew York, GANY, (D) you are assigned duties that are materially inconsistent with your position with the Company/Parent, (E) you are required to report to anyone other than the Chief Executive Officer of the Parent or any other individual that is not mutually agreeable to you and the Company, or (F) in the event that any other person or entity acquires all or substantially all of the Parent Group’s business andbusiness, the Company fails to obtain the assumption of this Agreement by the successor; (ii) you give the Company written notice of your intent to terminate your employment as a result of such event and provide the specific reasons therefore within sixty (60) days of your knowledge of such event occurring; (iii) the Company does not make the necessary corrections within sixty (60) days of receipt of your written notice; and (iv) you terminate employment no later than ten (10) days following the end of such sixty (60) day period. For purposes of this Agreement, the “Change in Control" ” will be deemed to have occurred as of the first day any of the following events occur:

Good Reason Following a Change in Control. You may terminate your employment for Good Reason if (i) during the twenty-four (24) month period immediately following a Change in Control (A) the scope of your position, authority or duties is materially adversely changed (except for changes during a Notice Period as authorized under Section 3 (c) below), (B) your compensation under this Agreement is not paid or your Base Salary or your Target Bonus or equity award is reduced below the levels specified in Sections 2(a) and (b) or there is a material adverse change in your employee benefits (excluding changes in any benefits plan where such changes apply generally to participants in the plan), (C) ) you are notified by the Company that you are required to relocate to a place more than 50 miles from your current place outside of employment in Alpharetta, GABermuda, (D) you are assigned duties that are materially inconsistent with your position with the Company/Parent, (E) you are required to report to anyone other than the Parent’s Chief Executive Officer of Office or the Parent or any other individual that is not mutually agreeable to you and the CompanyBoard, or (F) in the event that any other person or entity acquires all or substantially all of the Parent Group’s business andbusiness, the Company fails to obtain the assumption of this Agreement by the successor; (ii) you give the Company written notice of your intent to terminate your employment as a result of such event and provide the specific reasons therefore within sixty thirty (6030) days of your knowledge of such event occurring; (iii) the Company does not make the necessary corrections within sixty thirty (6030) days of receipt of your written notice; and (iv) you terminate employment no later than ten (10) days following the end of such sixty thirty (6030) day period. For purposes of this Agreement, the “Change in Control" ” will be deemed to have occurred as of the first day any of the following events occur:

Good Reason Following a Change in Control. You may terminate your employment for Good Reason if (i) during the twenty-four (24) month period immediately following a Change in Control (A) the scope of your position, authority or duties is materially adversely changed (except for changes during a Notice Period as authorized under Section 3 (c) below), (B) your compensation under this Agreement is not paid or your Base Salary or your Target Bonus or equity award is reduced below the levels specified in Sections 2(a) and (b) or there is a material adverse change in your employee benefits (excluding changes in any benefits plan where such changes apply generally to participants in the plan), (C) ) you are notified by the Company that you are required to relocate to a place more than 50 miles away from your current place of employment in Alpharettathe Princeton, GANew Jersey area, (D) you are assigned duties that are materially inconsistent with your position with the Company/Parent, (E) you are required to report to anyone other than the Parent’s Chief Operating Officer, the Chief Executive Officer of the Parent or any such other individual that is not person as may be mutually agreeable to agreed by you and the Company, Chief Executive Officer; or (F) in the event that any other person or entity acquires all or substantially all of the Parent Group’s business andbusiness, the Company fails to obtain the assumption of this Agreement by the successor; (ii) you give the Company written notice of your intent to terminate your employment as a result of such event and provide the specific reasons therefore within sixty thirty (6030) days of your knowledge of such event occurring; (iii) the Company does not make the necessary corrections within sixty thirty (6030) days of receipt of your written notice; and (iv) you terminate employment no later than ten (10) days following the end of such sixty thirty (6030) day period. For purposes of this Agreement, the “Change in Control" will be deemed to have occurred as of the first day any of the following events occur:

Good Reason Following a Change in Control. You may terminate your employment for Good Reason if (i) during the twenty-four (24) month period immediately following a Change in Control (A) the scope of your position, authority or duties is materially adversely changed (except for changes during a Notice Period as authorized under Section 3 (c) below), (B) your compensation under this Agreement is not paid or your Base Salary or your Target Bonus or equity award is reduced below the levels specified in Sections 2(a) and (b) or there is a material adverse change in your employee benefits (excluding changes in any benefits plan where such changes apply generally to participants in the plan), (C) ) you are notified by the Company that you are required to relocate to a place more than 50 miles from your current place of employment in AlpharettaNew York, GANY, (D) you are assigned duties that are materially inconsistent with your position with the Company/Parent, (E) you are required to report to anyone other than the Chief Executive Officer of the Parent or any other individual that is not mutually agreeable to you and the Company, or (F) in the event that any other person or entity acquires all or substantially all of the Parent Group’s business andbusiness, the Company fails to obtain the assumption of this Agreement by the successor; (ii) you give the Company written notice of your intent to terminate your employment as a result of such event and provide the specific reasons therefore within sixty (60) days of your knowledge of such event occurring; (iii) the Company does not make the necessary corrections within sixty (60) days of receipt of your written notice; and (iv) you terminate employment no later than ten (10) days following the end of such sixty (60) day period. For purposes of this Agreement, the “Change in Control" will be deemed to have occurred as of the first day any of the following events occur:

Good Reason Following a Change in Control. You may terminate your employment for Good Reason if (i) during the twenty-four (24) month period immediately following a Change in Control (A) the scope of your position, authority or duties is materially adversely changed (except for changes during a Notice Period as authorized under Section 3 (c) below), (B) your compensation under this Agreement is not paid or your Base Salary or your Target Bonus or equity award is reduced below the levels specified in Sections 2(a) and (b) or there is a material adverse change in your employee benefits (excluding changes in any benefits plan where such changes apply generally to participants in the plan), (C) ) you are notified by the Company that you are required to relocate to a place more than 50 miles from your current place of employment in AlpharettaNew York, GANY, other than a relocation to the Company’s office in Bermuda, (D) you are assigned duties that are materially inconsistent with your position with the Company/Parent, (E) you are required to report to anyone other than the Parent’s Chief Executive Officer of or his designee or the Parent or any other individual that is not mutually agreeable to you and the CompanyBoard, or (F) in the event that any other person or entity acquires all or substantially all of the Parent Group’s business andbusiness, the Company fails to obtain the assumption of this Agreement by the successor; (ii) you give the Company written notice of your intent to terminate your employment as a result of such event and provide the specific reasons therefore within sixty thirty (6030) days of your knowledge of such event occurring; (iii) the Company does not make the necessary corrections within sixty thirty (6030) days of receipt of your written notice; and (iv) you terminate employment no later than ten (10) days following the end of such sixty thirty (6030) day period. For purposes of this Agreement, the “Change in Control" ” will be deemed to have occurred as of the first day any of the following events occur: