Common use of Qualifying Termination Clause in Contracts

Qualifying Termination. If following, or within thirty (30) days prior to, a Change in Control Executive’s employment with the Company and its affiliated companies is terminated, such termination shall be conclusively considered a “Qualifying Termination” unless: (a) Executive voluntarily terminates his employment with the Company and its affiliated companies. Executive, however, shall not be considered to have voluntarily terminated his employment with the Company and its affiliated companies if, following, or within thirty (30) days prior to, the Change in Control, Executive’s base salary is reduced or adversely modified in any material respect, or Executive’s authority or duties are materially changed, and subsequent to such reduction, modification or change Executive elects to terminate his employment with the Company and its affiliated companies within sixty (60) days following such reduction, modification or change after having given the Company at least thirty (30) days notice of the same and a reasonable opportunity to cure during such 30-day notice period. For such purposes, Executive’s authority or duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary written consent, there is any substantial diminution or adverse modification in Executive’s title, status, overall position, responsibilities, reporting relationship, general working environment (including without limitation secretarial and staff support, offices, and frequency and mode of travel), or if, without Executive’s express and voluntary written consent, Executive’s job location is transferred to a site more than twenty-five (25) miles away from his place of employment thirty (30) days prior to the Change in Control. In this regard as well, Executive’s authority and duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary written consent, Executive no longer holds the same title or no longer has the same authority and responsibilities or no longer has the same reporting responsibilities, in each case with respect and as to a publicly held parent company which is not controlled by another entity or person. (b) The termination is on account of Executive’s death or Disability. For such purposes, “Disability” shall mean a physical or mental incapacity as a result of which Executive becomes unable to continue the performance of his responsibilities for the Company and its affiliated companies and which, at least three (3) months after its commencement, is determined to be total and permanent by a physician agreed to by the Company and Executive, or in the event of Executive’s inability to designate a physician, Executive’s legal representative. In the absence of agreement between the Company and Executive, each party shall nominate a qualified physician and the two physicians so nominated shall select a third physician who shall make the determination as to Disability.

Qualifying Termination. If following, or within thirty (30) days prior to, a Change in Control Executive’s 's employment with the Company and its affiliated companies is terminated, such termination shall be conclusively considered a “"Qualifying Termination” " unless: (a) Executive voluntarily terminates his employment with the Company and its affiliated companies. Executive, however, shall not be considered to have voluntarily terminated his employment with the Company and its affiliated companies if, following, or within thirty (30) days prior to, the Change in Control, Executive’s base salary 's overall compensation is reduced or adversely modified in any material respect, respect or Executive’s 's authority or duties are materially changed, and subsequent to such reduction, modification or change Executive elects to terminate his employment with the Company and its affiliated companies within sixty (60) days following such reduction, modification or change after having given the Company at least thirty (30) days notice of the same and a reasonable opportunity to cure during such 30-day notice periodcompanies. For such purposes, Executive’s 's authority or duties shall conclusively be considered to have been “"materially changed” " if, without Executive’s 's express and voluntary written consent, there is any substantial diminution or adverse modification in Executive’s 's title, status, overall position, responsibilities, reporting relationship, general working environment (including without limitation secretarial and staff support, offices, and frequency and mode of travel), or if, without Executive’s 's express and voluntary written consent, Executive’s 's job location is transferred to a site more than twenty-five (25) miles away from his place of employment thirty (30) days prior to the Change in Control. In this regard as well, Executive’s 's authority and duties shall conclusively be considered to have been “"materially changed” " if, without Executive’s 's express and voluntary written consent, Executive no longer holds the same title or no longer has the same authority and responsibilities or no longer has the same reporting responsibilities, in each case with respect and as to a publicly held parent company which is not controlled by another entity or person. (b) The termination is on account of Executive’s 's death or Disability. For such purposes, “"Disability” " shall mean a physical or mental incapacity as a result of which Executive becomes unable to continue the performance of his responsibilities for the Company and its affiliated companies and which, at least three (3) months after its commencement, is determined to be total and permanent by a physician agreed to by the Company and Executive, or in the event of Executive’s 's inability to designate a physician, Executive’s 's legal representative. In the absence of agreement between the Company and Executive, each party shall nominate a qualified physician and the two physicians so nominated shall select a third physician who shall make the determination as to Disability.

Qualifying Termination. If following, or within thirty (30) days prior to, a Change in Control Executive’s employment with the Company and its affiliated companies is terminated, such termination shall be conclusively considered a “Qualifying Termination” unless: (a) Executive voluntarily terminates his employment with the Company and its affiliated companies. Executive, however, shall not be considered to have voluntarily terminated his employment with the Company and its affiliated companies if, following, or within thirty (30) days prior to, the Change in Control, Executive’s base salary overall compensation is reduced or adversely modified in any material respect, respect or Executive’s authority or duties are materially changed, and subsequent to such reduction, modification or change Executive elects to terminate his employment with the Company and its affiliated companies within sixty (60) days following such reduction, modification or change after having given the Company at least thirty (30) days notice of the same and a reasonable opportunity to cure during such 30-day notice periodcompanies. For such purposes, Executive’s authority or duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary written consent, there is any substantial diminution or adverse modification in Executive’s title, status, overall position, responsibilities, reporting relationship, general working environment (including without limitation secretarial and staff support, offices, and frequency and mode of travel), or if, without Executive’s express and voluntary written consent, Executive’s job location is transferred to a site more than twenty-five (25) miles away from his place of employment thirty (30) days prior to the Change in Control. In this regard as well, Executive’s authority and duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary written consent, Executive no longer holds the same title or no longer has the same authority and responsibilities or no longer has the same reporting responsibilities, in each case with respect and as to a publicly held parent company which is not controlled by another entity or person. (b) The termination is on account of Executive’s death or Disability. For such purposes, “Disability” shall mean a physical or mental incapacity as a result of which Executive becomes unable to continue the performance of his responsibilities for the Company and its affiliated companies and which, at least three (3) months after its commencement, is determined to be total and permanent by a physician agreed to by the Company and Executive, or in the event of Executive’s inability to designate a physician, Executive’s legal representative. In the absence of agreement between the Company and Executive, each party shall nominate a qualified physician and the two physicians so nominated shall select a third physician who shall make the determination as to Disability.

Qualifying Termination. If within six (6) months following a Change in Control, Executive voluntarily terminates his employment with the Company (“Voluntary Termination”), or if within one (1) year following, or within thirty one hundred twenty (30120) days prior to, a Change in Control Control, Executive’s employment with the Company and its affiliated companies is terminatedterminated (“Involuntary Termination”), either of such termination terminations shall be conclusively considered a “Qualifying Termination” unless: (a) 5.1 The Executive voluntarily terminates his employment with on a date that is more than six (6) months after the Company and its affiliated companies. ExecutiveChange in Control; provided, however, that Executive shall not be considered to have voluntarily terminated his employment with the Company and its affiliated companies if, following, or within thirty one hundred twenty (30120) days prior to, the Change in Control, (i) Executive’s base salary overall compensation is reduced or adversely modified in any material respect, or Executive’s (ii) his authority or duties are materially changed, changed and subsequent to such reduction, modification or change Executive he elects to terminate his employment with the Company and its affiliated companies within sixty (60) days following such reduction, modification or change after having given the Company at least thirty (30) days notice of the same and a reasonable opportunity to cure during such 30-day notice periodchange. For such purposes, Executive’s authority or duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary written consent, there is any substantial diminution or adverse modification in Executive’s title, status, overall position, responsibilities, reporting relationship, general working environment (including without limitation secretarial and staff support, offices, and frequency and mode of travel), or if, without Executive’s express and voluntary written consent, Executive’s job location is transferred to a site more than twenty-five fifty (2550) miles away from his place of employment thirty residence and fifteen (3015) days prior to miles from the Change in ControlCompany’s location on the date hereof. In this regard as well, Executive’s authority and duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary written consent, Executive no longer holds the same title or no longer has the same authority and responsibilities or no longer has the same reporting responsibilities, in each case with respect and as to a publicly held parent company which is not controlled by another entity or person., or (b) 5.2 The termination is on account of Executive’s death or Disability. For such purposes, “Disability” shall mean a physical or mental incapacity as a result of which Executive becomes unable to continue the performance of his responsibilities for the Company and its affiliated companies and which, at least three (3) months after its commencement, is determined to be total and permanent by a physician agreed to by the Company and Executive, Executive (or in the event of Executive’s inability to designate a physician, Executive’s legal representative). In the absence of agreement between the Company and Executive, each party shall nominate a qualified physician and the two physicians so nominated shall select a third physician who shall make the determination as to Disability., or

Qualifying Termination. If followingFor purposes of this Agreement, “Qualifying Termination” will mean only the events described in Section 2(a) or 2(b): (a) The involuntary termination of Executive’s employment by the Company for any reason, except for termination by the Company for “Cause.” For purposes of this Agreement, “Cause” will mean, as reasonably determined by the Company’s Board of Directors (the “Board”) based on information then known to it, that one or more of the following has occurred: (i) Executive has committed a felony under the laws of the United States or any relevant state, or a similar crime or offense under the applicable laws of any relevant foreign jurisdiction; (ii) Executive has committed an act or acts of fraud, material dishonesty, gross negligence, or willful misconduct, including abuse of controlled substances, that is injurious to the Company, any affiliate, or any of its or their business partners, customers, clients, or employees, and which, if capable of being cured, is not cured within thirty (30) calendar days prior to, a Change in Control after Executive receives written notice thereof from the Company; (iii) Executive fails to perform or uphold Executive’s duties under any applicable employment agreement with the Company and its affiliated companies is terminatedor any affiliate and/or fails to comply with reasonable directives of the Company, such termination shall be conclusively considered a “Qualifying Termination” unless: (a) Executive voluntarily terminates his employment with the Company and its affiliated companies. Executive, however, shall not be considered to have voluntarily terminated his employment with the Company and its affiliated companies if, followingany affiliate, or the Board, as applicable, which, if capable of being cured, is not cured within thirty (30) calendar days prior toafter Executive receives written notice thereof from the Company; (iv) any material breach by Executive of the Employee Confidentiality and Restrictive Covenant Agreement described in Section 4 below or any other agreement between Executive and the Company or any affiliate containing confidentiality, the Change in Controltrade secret, noncompetition, nonsolicitation, inventions, and/or similar provisions, (v) any material breach by Executive of Executive’s base salary is reduced fiduciary duties to the Company or adversely modified in any affiliate, or (vi) any material respectbreach by Executive of (A) any contract between Executive and the Company or any affiliate, or Executive’s authority (B) the Code of Ethics or duties are materially changed, and subsequent to such reduction, modification or change Executive elects to terminate his employment with the Company and its affiliated companies within sixty (60) days following such reduction, modification or change after having given the Company at least thirty (30) days notice of the same and a reasonable opportunity to cure during such 30-day notice period. For such purposes, Executive’s authority or duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary any other material written consent, there is any substantial diminution or adverse modification in Executive’s title, status, overall position, responsibilities, reporting relationship, general working environment (including without limitation secretarial and staff support, offices, and frequency and mode of travel), or if, without Executive’s express and voluntary written consent, Executive’s job location is transferred to a site more than twenty-five (25) miles away from his place of employment thirty (30) days prior to the Change in Control. In this regard as well, Executive’s authority and duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary written consent, Executive no longer holds the same title or no longer has the same authority and responsibilities or no longer has the same reporting responsibilities, in each case with respect and as to a publicly held parent company which is not controlled by another entity or personpolicy. (b) The termination is on account of employment by Executive with the Company for “Good Reason.” “Good Reason” will mean a good faith determination by Executive that any one or more of the following events has occurred; provided, however, that such event will not constitute Good Reason if Executive has expressly consented to such event in writing, if the Company has cured such event within thirty (30) calendar days of receipt of written notice of such event, or if Executive fails to provide written notice of Executive’s death or Disability. For decision to terminate within ninety (90) calendar days of the occurrence of such purposes, “Disability” shall mean a physical or mental incapacity as a result of which Executive becomes unable to continue the performance of his responsibilities for the Company and its affiliated companies and which, at least three (3) months after its commencement, is determined to be total and permanent by a physician agreed to by the Company and Executive, or in the event of Executive’s inability to designate a physician, Executive’s legal representative. In the absence of agreement between the Company and Executive, each party shall nominate a qualified physician and the two physicians so nominated shall select a third physician who shall make the determination as to Disability.event:

Qualifying Termination. If within six (6) months following a Change in Control, Executive voluntarily terminates his employment with the Company (“Voluntary Termination”), or if within one (1) year following, or within thirty one hundred twenty (30120) days prior to, a Change in Control Control, Executive’s employment with the Company and its affiliated companies is terminatedterminated (“Involuntary Termination”), either of such termination terminations shall be conclusively considered a “Qualifying Termination” unless: (a) 5.1 The Executive voluntarily terminates his employment with on a date that is more than six (6) months after the Company and its affiliated companies. ExecutiveChange in Control; provided, however, that Executive shall not be considered to have voluntarily terminated his employment with the Company and its affiliated companies if, following, or within thirty one hundred twenty (30120) days prior to, the Change in Control, (i) Executive’s base salary overall compensation is reduced or adversely modified in any material respect, or Executive’s (ii) his authority or duties are materially changed, changed and subsequent to such reduction, modification or change Executive he elects to terminate his employment with the Company and its affiliated companies within sixty (60) days following such reduction, modification or change after having given the Company at least thirty (30) days notice of the same and a reasonable opportunity to cure during such 30-day notice periodchange. For such purposes, Executive’s authority or duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary written consent, there is any substantial diminution or adverse modification in Executive’s title, status, overall position, responsibilities, reporting relationship, general working environment (including without limitation secretarial and staff support, offices, and frequency and mode of travel), or if, without Executive’s express and voluntary written consent, Executive’s job location is transferred to a site more than twenty-five fifty (2550) miles away from his place of employment thirty (30) days prior to the Change in Controlresidence. In this regard as well, Executive’s authority and duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary written consent, Executive no longer holds the same title or no longer has the same authority and responsibilities or no longer has the same reporting responsibilities, in each case with respect and as to a publicly held parent company which is not controlled by another entity or person., or (b) 5.2 The termination is on account of Executive’s death or Disability. For such purposes, “Disability” shall mean a physical or mental incapacity as a result of which Executive becomes unable to continue the performance of his responsibilities for the Company and its affiliated companies and which, at least three (3) months after its commencement, is determined to be total and permanent by a physician agreed to by the Company and Executive, Executive (or in the event of Executive’s inability to designate a physician, Executive’s legal representative). In the absence of agreement between the Company and Executive, each party shall nominate a qualified physician and the two physicians so nominated shall select a third physician who shall make the determination as to Disability., or

Qualifying Termination. If following, or within thirty ninety (3090) days prior to, a Change in Control Executive’s 's employment with the Company and its affiliated companies is terminated, such termination shall be conclusively considered a “"Qualifying Termination” " unless: (a) Executive voluntarily terminates his employment with the Company and its affiliated companies. Executive, however, shall not be considered to have voluntarily terminated his employment with the Company and its affiliated companies if, following, or within thirty ninety (3090) days prior to, the Change in Control, Executive’s base salary 's overall compensation is reduced or adversely modified in any material respect, respect or Executive’s 's authority or duties are materially changed, and subsequent to such reduction, modification or change Executive elects to terminate his employment with the Company and its affiliated companies within sixty (60) days following such reduction, modification or change after having given the Company at least thirty (30) days notice of the same and a reasonable opportunity to cure during such 30-day notice periodcompanies. For such purposes, Executive’s 's authority or duties shall conclusively be considered to have been “"materially changed” " if, without Executive’s 's express and voluntary written consent, there is any substantial diminution or adverse modification in Executive’s 's title, status, overall position, responsibilities, reporting relationship, general working environment (including without limitation secretarial and staff support, offices, and frequency and mode of travel), or if, without Executive’s 's express and voluntary written consent, Executive’s 's job location is transferred to a site more than twenty-five thirty (2530) miles away from his place of employment thirty ninety (3090) days prior to the Change in Control. In this regard as well, Executive’s 's authority and duties shall conclusively be considered to have been “"materially changed” " if, without Executive’s 's express and voluntary written consent, Executive no longer holds the same title or no longer has the same authority and responsibilities or no longer has the same reporting responsibilities, in each case with respect and as to a publicly held parent company which is not controlled by another entity or person. (b) The termination is on account of Executive’s 's death or Disability. For such purposes, “"Disability” " shall mean a physical or mental incapacity as a result of which Executive becomes unable to continue the performance of his responsibilities for the Company and its affiliated companies and which, at least three six (36) months after its commencement, is determined to be total and permanent by a physician agreed to by the Company and Executive, or in the event of Executive’s 's inability to designate a physician, Executive’s 's legal representative. In the absence of agreement between the Company and Executive, each party shall nominate a qualified physician and the two physicians so nominated shall select a third physician who shall make the determination as to Disability.

Qualifying Termination. If followingwithin twelve (12) months following a Change in Control Executive voluntarily terminates his employment with the Company and its affiliated companies, or if following or within thirty ninety (3090) days prior to, to a Change in Control Executive’s 's employment with the Company and its affiliated companies is terminated, such termination shall be conclusively considered a “"Qualifying Termination” " unless: (a) Executive voluntarily terminates his employment with the Company and its affiliated companiescompanies on a date that is more than twelve (12) months after the Change in Control. Executive, however, shall not NOT be considered to have voluntarily terminated his employment with the Company and its affiliated companies if, following, or within thirty ninety (3090) days prior to, the Change in Control, Executive’s base salary 's overall compensation is reduced or adversely modified in any material respect, respect or Executive’s his authority or duties are materially changed, changed and subsequent to such reduction, modification or change Executive he elects to terminate his employment with the Company and its affiliated companies within sixty (60) days following such reduction, modification or change after having given the Company at least thirty (30) days notice of the same and a reasonable opportunity to cure during such 30-day notice periodchange. For such purposes, Executive’s 's authority or duties shall conclusively be considered to have been “"materially changed” " if, without Executive’s 's express and voluntary written consent, there is any substantial diminution or adverse modification in Executive’s 's title, status, overall position, responsibilities, reporting relationship, general working environment (including without limitation secretarial and staff support, offices, and frequency and mode of travel), or if, without Executive’s 's express and voluntary written consent, Executive’s 's job location is transferred to a site more than twenty-five fifty (2550) miles away from his place of employment thirty (30) days prior to the Change in Controlemployment. In this regard as well, Executive’s 's authority and duties shall conclusively be considered to have been “"materially changed” " if, without Executive’s 's express and voluntary written consent, Executive no longer holds the same title or no longer has the same authority and responsibilities or no longer has the same reporting responsibilities, in each case with respect and as to a publicly held parent company which is not controlled by another entity or person. (b) The termination is on account of Executive’s 's death or Disability. For such purposes, “"Disability” " shall mean a physical or mental incapacity as a result of which Executive becomes unable to continue the performance of his responsibilities for the Company and its affiliated companies and which, at least three (3) months after its commencement, is determined to be total and permanent by a physician agreed to by the Company and Executive, or in the event of Executive’s 's inability to designate a physician, Executive’s 's legal representative. In the absence of agreement between the Company and Executive, each party shall nominate a qualified physician and the two physicians so nominated shall select a third physician who shall make the determination as to Disability.

Qualifying Termination. If The occurrence of any one or more of the following events within thirty-six (36) calendar months after a Change in Control shall trigger the payment of Severance Benefits to the Executive under this Agreement: (a) A termination of the Executive’s employment with either of the Companies for reasons other than one of the following: death, Disability, Normal or Early Retirement, a voluntary termination of employment by the Executive without Good Reason, or termination of the Executive’s employment by either of the Companies for Cause provided however, within six (6) months after a Change in Control has occurred, Executive may for any reason or no reason give written notice of his intention to terminate his employment upon the six (6) month anniversary of the Change in Control and shall upon his termination of employment be eligible for Severance Benefits under this Article 3; (b) A successor to either of the Companies fails or refuses to assume the Companies’ obligations under this Agreement, as required by Article 10 herein; or (c) Either of the Companies or any successor breaches any of the provisions of this Agreement. Executive must provide notice to the Companies of a breach and Companies shall have thirty (30) days prior toto remedy said breach. If said breach is remedied, no breach will be deemed to have occurred. Prior to a Change in Control, if the Executive is terminated by either of the Companies for reasons other than one of the following: death, Disability, Normal or Early Retirement, a voluntary termination of employment by the Executive without Good Reason, or termination of the Executive’s employment by either of the Companies for Cause and within one (1) year of the Date of Termination there is a Change in Control of such Company, then the Executive’s employment with the Company and its affiliated companies is terminated, such termination rights shall be conclusively considered a “Qualifying Termination” unless: (a) Executive voluntarily terminates his employment with the Company and its affiliated companies. Executive, however, shall not be considered to have voluntarily terminated his employment with the Company and its affiliated companies if, following, or within thirty (30) days prior to, the Change in Control, Executive’s base salary is reduced or adversely modified in any material respect, or Executive’s authority or duties are materially changed, and subsequent to such reduction, modification or change Executive elects to terminate his employment with the Company and its affiliated companies within sixty (60) days following such reduction, modification or change after having given the Company at least thirty (30) days notice of the same and as if a reasonable opportunity to cure during such 30-day notice period. For such purposes, Executive’s authority or duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary written consent, there is any substantial diminution or adverse modification in Executive’s title, status, overall position, responsibilities, reporting relationship, general working environment Qualifying Termination had occurred within three (including without limitation secretarial and staff support, offices, and frequency and mode of travel), or if, without Executive’s express and voluntary written consent, Executive’s job location is transferred to 3) years following a site more than twenty-five (25) miles away from his place of employment thirty (30) days prior to the Change in Control. In this regard as wellHowever, if the employment ends due to death, Disability, Normal or Early Retirement, a voluntary termination of employment by the Executive without Good Reason, or termination of the Executive’s authority employment by either of the Companies for Cause and duties a Change in Control of such Company occurs within one (1) year after the Date of Termination, or if employment of Executive with either of the Companies is terminated for any reason more than one (1) year prior to a Change in Control of such Company, a Qualifying Termination shall conclusively not be considered deemed to have been “materially changed” if, without Executive’s express and voluntary written consent, Executive no longer holds the same title or no longer has the same authority and responsibilities or no longer has the same reporting responsibilities, in each case with respect and as to a publicly held parent company which is not controlled by another entity or personoccurred. (b) The termination is on account of Executive’s death or Disability. For such purposes, “Disability” shall mean a physical or mental incapacity as a result of which Executive becomes unable to continue the performance of his responsibilities for the Company and its affiliated companies and which, at least three (3) months after its commencement, is determined to be total and permanent by a physician agreed to by the Company and Executive, or in the event of Executive’s inability to designate a physician, Executive’s legal representative. In the absence of agreement between the Company and Executive, each party shall nominate a qualified physician and the two physicians so nominated shall select a third physician who shall make the determination as to Disability.

Qualifying Termination. If following, or within thirty ninety (3090) days prior to, a Change in Control Executive’s 's employment with the Company and its affiliated companies is terminated, such termination shall be conclusively considered a “"Qualifying Termination” " unless: (a) Executive voluntarily terminates his employment with the Company and its affiliated companies. Executive, however, shall not be considered to have voluntarily terminated his employment with the Company and its affiliated companies if, following, or within thirty ninety (3090) days prior to, the Change in Control, Executive’s base salary 's overall compensation is reduced or adversely modified in any material respect, respect or Executive’s 's authority or duties are materially changed, and subsequent to such reduction, modification or change Executive elects to terminate his employment with the Company and its affiliated companies within sixty (60) days following such reduction, modification or change after having given the Company at least thirty (30) days notice of the same and a reasonable opportunity to cure during such 30-day notice periodcompanies. For such purposes, Executive’s 's authority or duties shall conclusively be considered to have been “"materially changed” " if, without Executive’s 's express and voluntary written consent, there is any substantial diminution or adverse modification in Executive’s 's title, status, overall position, responsibilities, reporting relationship, general working environment (including without limitation secretarial and staff support, offices, and frequency and mode of travel), or if, without Executive’s 's express and voluntary written consent, Executive’s 's job location is transferred to a site more than twenty-five fifty (2550) miles away from his place of employment thirty ninety (3090) days prior to the Change in Control. In this regard as well, Executive’s 's authority and duties shall conclusively be considered to have been “"materially changed” " if, without Executive’s 's express and voluntary written consent, Executive no longer holds the same title or no longer has the same authority and responsibilities or no longer has the same reporting responsibilities, in each case with respect and as to a publicly held parent company which is not controlled by another entity or person. (b) The termination is on account of Executive’s 's death or Disability. For such purposes, “"Disability” " shall mean a physical or mental incapacity as a result of which Executive becomes unable to continue the performance of his responsibilities for the Company and its affiliated companies and which, at least three (3) months after its commencement, is determined to be total and permanent by a physician agreed to by the Company and Executive, or in the event of Executive’s 's inability to designate a physician, Executive’s 's legal representative. In the absence of agreement between the Company and Executive, each party shall nominate a qualified physician and the two physicians so nominated shall select a third physician who shall make the determination as to Disability.

Qualifying Termination. If following, or within thirty (30) days prior to, a Change in Control Executive’s employment with the Company and its affiliated companies is terminated, such termination shall be conclusively considered a “Qualifying Termination” unless: (a) Executive voluntarily terminates his her employment with the Company and its affiliated companies. Executive, however, shall not be considered to have voluntarily terminated his her employment with the Company and its affiliated companies if, following, or within thirty (30) days prior to, the Change in Control, Executive’s base salary is reduced or adversely modified in any material respect, or Executive’s authority or duties are materially changed, and subsequent to such reduction, modification or change Executive elects to terminate his her employment with the Company and its affiliated companies within sixty (60) days following such reduction, modification or change after having given the Company at least thirty (30) days notice of the same and a reasonable opportunity to cure during such 30-day notice period. For such purposes, Executive’s authority or duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary written consent, there is any substantial diminution or adverse modification in Executive’s title, status, overall position, responsibilities, reporting relationship, general working environment (including without limitation secretarial and staff support, offices, and frequency and mode of travel), or if, without Executive’s express and voluntary written consent, Executive’s job location is transferred to a site more than twenty-five (25) miles away from his her place of employment thirty (30) days prior to the Change in Control. In this regard as well, Executive’s authority and duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary written consent, Executive no longer holds the same title or no longer has the same authority and responsibilities or no longer has the same reporting responsibilities, in each case with respect and as to a publicly held parent company which is not controlled by another entity or person. (b) The termination is on account of Executive’s death or Disability. For such purposes, “Disability” shall mean a physical or mental incapacity as a result of which Executive becomes unable to continue the performance of his her responsibilities for the Company and its affiliated companies and which, at least three (3) months after its commencement, is determined to be total and permanent by a physician agreed to by the Company and Executive, or in the event of Executive’s inability to designate a physician, Executive’s legal representative. In the absence of agreement between the Company and Executive, each party shall nominate a qualified physician and the two physicians so nominated shall select a third physician who shall make the determination as to Disability.

Qualifying Termination. If followingIf, or within thirty (30) days prior to, subsequent to a Change in Control ExecutiveControl, Employee’s employment with the Company and its affiliated companies is terminated, such termination shall be conclusively considered a “Qualifying Termination” Termination unless: (a) Executive Employee voluntarily terminates his or her employment with the Company and its affiliated companies. ExecutiveEmployee, however, shall not be considered to have voluntarily terminated his or her employment with the Company and its affiliated companies if, following, or within thirty (30) days prior to, following the Change in Control, ExecutiveEmployee’s base salary compensation or target bonus compensation is reduced or adversely modified in any material respect, respect or ExecutiveEmployee’s authority or duties are materially changed, and subsequent to such reduction, modification or change Executive change, Employee elects to terminate his or her employment with the Company and its affiliated companies within sixty (60) days following such reduction, modification or change after having given the Company at least thirty (30) days notice of the same and a reasonable opportunity to cure during such 30-day notice periodcompanies. For such purposes, ExecutiveEmployee’s authority or duties shall conclusively be considered to have been “materially changed” if, without ExecutiveEmployee’s express and voluntary written consent, there is any substantial diminution or adverse modification in ExecutiveEmployee’s title, status, overall position, responsibilities, responsibilities or reporting relationship, general working environment (including without limitation secretarial and staff support, offices, and frequency and mode of travel), or if, without ExecutiveEmployee’s express and voluntary written consent, ExecutiveEmployee’s job location is transferred to a site more than twenty-five (25) 50 miles away from his or her place of employment thirty (30) days prior to the Change in Control. In this regard as wellorder to constitute a Qualifying Termination, Executiveprior to Employee’s authority voluntary termination, Employee must have provided notice to the Company of the applicable condition described above within 90 days of the initial existence of the condition, the Company must have failed to remedy the condition within 30 days of such notice, and duties shall conclusively be considered to Employee must have been “materially changed” if, without Executive’s express and voluntary written consent, Executive made his or her resignation effective no longer holds later than 30 days after the same title or no longer has end of the same authority and responsibilities or no longer has the same reporting responsibilities, in each case with respect and as to a publicly held parent company which is not controlled by another entity or person30 day remedy period. (b) The termination is on account of ExecutiveEmployee’s death or Disability. For such purposes, “Disability” shall mean a physical or mental incapacity as a result of which Executive Employee becomes unable to continue the performance of his or her responsibilities for the Company and its affiliated companies and which, at least three (3) months 26 weeks after its commencement, is determined to be total and permanent by a physician agreed to by the Company and ExecutiveEmployee, or in the event of ExecutiveEmployee’s inability to designate a physician, ExecutiveEmployee’s legal representative. In the absence of agreement between the Company and ExecutiveEmployee, each party shall nominate a qualified physician and the two physicians so nominated shall select a third physician who shall make the determination as to Disability.

Qualifying Termination. If following, or within thirty (30) days prior to, a Change in Control Executive’s employment with the Company and its affiliated companies is terminated, such termination shall be conclusively considered a “Qualifying Termination” unless: (a) Executive voluntarily terminates his her employment with the Company and its affiliated companies. Executive, however, shall not be considered to have voluntarily terminated his her employment with the Company and its affiliated companies if, following, or within thirty (30) days prior to, the Change in Control, Executive’s base salary overall compensation is reduced or adversely modified in any material respect, including any reduction in salary or bonus targets, or Executive’s authority or duties are materially changed, and subsequent to such reduction, modification or change Executive elects to terminate his her employment with the Company and its affiliated companies within sixty (60) days following such reduction, modification or change after having given the Company at least thirty (30) days notice of the same and a reasonable opportunity to cure during such 30-day notice periodcompanies. For such purposes, Executive’s authority or duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary written consent, there is any substantial diminution or adverse modification in Executive’s title, status, overall position, responsibilities, reporting relationship, general working environment (including without limitation secretarial and staff support, offices, and frequency and mode of travel), or if, without Executive’s express and voluntary written consent, Executive’s job location is transferred to a site more than twenty-five (25) miles away from his her place of employment thirty (30) days prior to the Change in Control. In this regard as well, Executive’s authority and duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary written consent, Executive no longer holds the same title or no longer has the same authority and responsibilities or no longer has the same reporting responsibilities, in each case with respect and as to a publicly held parent company which is not controlled by another entity or personcompany. (b) The termination is on account of Executive’s death or Disability. For such purposes, “Disability” shall mean a physical or mental incapacity as a result of which Executive becomes unable to continue the performance of his her responsibilities for the Company and its affiliated companies and which, at least three (3) months after its commencement, is determined to be total and permanent by a physician agreed to by the Company and Executive, or in the event of Executive’s inability to designate a physician, Executive’s legal representative. In the absence of agreement between the Company and Executive, each party shall nominate a qualified physician and the two physicians so nominated shall select a third physician who shall make the determination as to Disability.

Qualifying Termination. If followingwithin twelve (12) months following a Change in Control Executive voluntarily terminates his employment with the Company and its affiliated companies, or if following or within thirty ninety (3090) days prior to, to a Change in Control Executive’s employment with the Company and its affiliated companies is terminated, such termination shall be conclusively considered a “Qualifying Termination” unless: (a) Executive voluntarily terminates his employment with the Company and its affiliated companiescompanies on a date that is more than twelve (12) months after the Change in Control. Executive, however, shall not NOT be considered to have voluntarily terminated his employment with the Company and its affiliated companies if, following, or within thirty ninety (3090) days prior to, the Change in Control, Executive’s base salary overall compensation is reduced or adversely modified in any material respect, respect or Executive’s his authority or duties are materially changed, changed and subsequent to such reduction, modification or change Executive he elects to terminate his employment with the Company and its affiliated companies within sixty (60) days following such reduction, modification or change after having given the Company at least thirty (30) days notice of the same and a reasonable opportunity to cure during such 30-day notice periodchange. For such purposes, Executive’s authority or duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary written consent, there is any substantial diminution or adverse modification in Executive’s title, status, overall position, responsibilities, reporting relationship, general working environment (including without limitation secretarial and staff support, offices, and frequency and mode of travel), or if, without Executive’s express and voluntary written consent, Executive’s job location is transferred to a site more than twenty-five fifty (2550) miles away from his place of employment thirty (30) days prior to the Change in Controlemployment. In this regard as well, Executive’s authority and duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary written consent, Executive no longer holds the same title or no longer has the same authority and responsibilities or no longer has the same reporting responsibilities, in each case with respect and as to a publicly held parent company which is not controlled by another entity or person. (b) The termination is on account of Executive’s death or Disability. For such purposes, “Disability” shall mean a physical or mental incapacity as a result of which Executive becomes unable to continue the performance of his responsibilities for the Company and its affiliated companies and which, at least three (3) months after its commencement, is determined to be total and permanent by a physician agreed to by the Company and Executive, or in the event of Executive’s inability to designate a physician, Executive’s legal representative. In the absence of agreement between the Company and Executive, each party shall nominate a qualified physician and the two physicians so nominated shall select a third physician who shall make the determination as to Disability.

Qualifying Termination. If following, or Executive’s termination within thirty the period commencing ninety (3090) days prior to, to a Change in Control Executive’s employment with and ending twenty-four (24) months following a Change in Control (the Company and its affiliated companies is terminated, such termination “Protection Period”) shall be conclusively considered a “Qualifying Termination” unless: (a) Executive voluntarily terminates his employment with the Company and its affiliated companies. Executive, however, shall not NOT be considered to have voluntarily terminated his employment with the Company and its affiliated companies if, following, or within thirty (30) days prior to, if during the Change in ControlProtection Period, Executive’s base salary overall compensation is reduced or adversely modified in any material respect, respect or Executive’s his authority or duties are materially changed, changed and subsequent to such reduction, modification or change Executive he elects to terminate his employment with the Company and its affiliated companies within sixty (60) days following such reduction, modification or change after having given the Company at least thirty (30) 30 days notice of the same and a reasonable opportunity to cure during such 30-day notice period. For such purposes, Executive’s authority or duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary written consent, there is any substantial diminution or adverse modification in Executive’s title, status, overall position, responsibilities, reporting relationship, general working environment (including without limitation secretarial and staff support, offices, and frequency and mode of travel), or if, without Executive’s express and voluntary written consent, Executive’s job location is transferred to a site more than twenty-five fifty (2550) miles away from his place of employment thirty (30) days prior to the Change in Controlemployment. In this regard as well, Executive’s authority and duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary written consent, Executive no longer holds the same title or no longer has the same authority and responsibilities or no longer has the same reporting responsibilities, in each case with respect and as to a publicly held parent company which is not controlled by another entity or person. (b) The termination is on account of Executive’s death or Disability. For such purposes, “Disability” shall mean a physical or mental incapacity as a result of which Executive becomes unable to continue the performance of his responsibilities for the Company and its affiliated companies and which, at least three (3) months after its commencement, is determined to be total and permanent by a physician agreed to by the Company and Executive, or in the event of Executive’s inability to designate a physician, Executive’s legal representative. In the absence of agreement between the Company and Executive, each party shall nominate a qualified physician and the two physicians so nominated shall select a third physician who shall make the determination as to Disability.

Qualifying Termination. If within six (6) months following a Change in Control, Executive voluntarily terminates his employment with the Company (“Voluntary Termination”), or if within one (1) year following, or within thirty one hundred twenty (30120) days prior to, a Change in Control Control, Executive’s employment with the Company and its affiliated companies is terminatedterminated (“Involuntary Termination”), either of such termination terminations shall be conclusively considered a “Qualifying Termination” unless: (a) 5.1 The Executive voluntarily terminates his employment with on a date that is more than six (6) months after the Company and its affiliated companies. ExecutiveChange in Control; provided, however, that Executive shall not be considered to have voluntarily terminated his employment with the Company and its affiliated companies if, following, or within thirty one hundred twenty (30120) days prior to, the Change in Control, (i) Executive’s base salary overall compensation is reduced or adversely modified in any material respect, or Executive’s (ii) his authority or duties are materially changed, changed and subsequent to such reduction, modification or change Executive he elects to terminate his employment with the Company and its affiliated companies within sixty (60) days following such reduction, modification or change after having given the Company at least thirty (30) days notice of the same and a reasonable opportunity to cure during such 30-day notice periodchange. For such purposes, Executive’s authority or duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary written consent, there is any substantial diminution or adverse modification in Executive’s title, status, overall position, responsibilities, reporting relationship, general working environment (including without limitation secretarial and staff support, offices, and frequency and mode of travel), or if, without Executive’s express and voluntary written consent, Executive’s job location is transferred to a site more than twenty-five fifty (2550) miles away from his place of employment thirty residence and more than fifteen (3015) days prior to miles from the Change in ControlCompany’s location on the date hereof. In this regard as well, Executive’s authority and duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary written consent, Executive no longer holds the same title or no longer has the same authority and responsibilities or no longer has the same reporting responsibilities, in each case with respect and as to a publicly held parent company which is not controlled by another entity or person., or (b) 5.2 The termination is on account of Executive’s death or Disability. For such purposes, “Disability” shall mean a physical or mental incapacity as a result of which Executive becomes unable to continue the performance of his responsibilities for the Company and its affiliated companies and which, at least three (3) months after its commencement, is determined to be total and permanent by a physician agreed to by the Company and Executive, Executive (or in the event of Executive’s inability to designate a physician, Executive’s legal representative). In the absence of agreement between the Company and Executive, each party shall nominate a qualified physician and the two physicians so nominated shall select a third physician who shall make the determination as to Disability., or

Qualifying Termination. If following, or within thirty (30) days prior to, a Change in Control Executive’s employment with the Company and its affiliated companies is terminated, such termination shall be conclusively considered a “Qualifying Termination” unless: (a) Executive voluntarily terminates his employment with the Company and its affiliated companies. Executive, however, shall not be considered to have voluntarily terminated his employment with the Company and its affiliated companies if, following, or within thirty (30) days prior to, the Change in Control, Executive’s base salary is reduced or adversely modified in any material respect, or Executive’s authority or duties are materially changed, and subsequent to such reduction, modification or change Executive elects to terminate his employment with the Company and its affiliated companies within sixty (60) days following such reduction, modification or change after having given the Company at least thirty (30) days notice of the same and a reasonable opportunity to cure during such 30-day notice period. For such purposes, Executive’s authority or duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary written consent, there is any substantial diminution or adverse modification in Executive’s title, status, overall position, responsibilities, reporting relationship, general working environment (including without limitation secretarial and staff support, offices, and frequency and mode of travel), or if, without Executive’s express and voluntary written consent, Executive’s job location is transferred to a site more than twenty-five (25) miles away from his place of employment within thirty (30) days prior to the Change in Control. In this regard as well, Executive’s authority and duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary written consent, Executive no longer holds the same title or no longer has the same authority and responsibilities or no longer has the same reporting responsibilities, in each case with respect and as to a publicly held parent company which is not controlled by another entity or person. (b) The termination is on account of Executive’s death or Disability. For such purposes, “Disability” shall mean a physical or mental incapacity as a result of which Executive becomes unable to continue the performance of his responsibilities for the Company and its affiliated companies and which, at least three (3) months after its commencement, is determined to be total and permanent by a physician agreed to by the Company and Executive, or in the event of Executive’s inability to designate a physician, Executive’s legal representative. In the absence of agreement between the Company and Executive, each party shall nominate a qualified physician and the two physicians so nominated shall select a third physician who shall make the determination as to Disability.

Qualifying Termination. If following, or within thirty (30) days prior to, a Change in Control Executive’s employment with the Company and its affiliated companies is terminated, such termination shall be conclusively considered a “Qualifying Termination” unless: (a) Executive voluntarily terminates his employment with the Company and its affiliated companies. Executive, however, shall not be considered to have voluntarily terminated his employment with the Company and its affiliated companies if, following, or within thirty (30) days prior to, the Change in Control, Executive’s base salary overall compensation is reduced or adversely modified in any material respect, respect or Executive’s authority or duties are materially changed, and subsequent to such reduction, modification or change Executive elects to terminate his employment with the Company and its affiliated companies within sixty (60) days following such reduction, modification or change after having given the Company at least thirty (30) days notice of the same and a reasonable opportunity to cure during such 30-day notice periodcompanies. For such purposes, Executive’s authority or duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary written consent, there is any substantial diminution or adverse modification in Executive’s title, status, overall position, responsibilities, reporting relationship, general working environment (including without limitation secretarial and staff support, offices, and frequency and mode of travel), or if, without Executive’s express and voluntary written consent, Executive’s job location is transferred to a site more than twenty-five (25) miles away from his place of employment thirty (30) days prior to the Change in Control. In this regard as well, Executive’s authority and duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary written consent, Executive no longer holds the same title or no longer has the same authority and responsibilities or no longer has the same reporting responsibilities, in each case with respect and as to a publicly held parent company which is not controlled by another entity or person. (b) The termination is on account of Executive’s death or Disability. For such purposes, “Disability” shall mean a physical or mental incapacity as a result of which Executive becomes unable to continue the performance of his responsibilities for the Company and its affiliated companies and which, at least three (3) months after its commencement, is determined to be total and permanent by a physician agreed to by the Company and Executive, or in the event of Executive’s inability to designate a physician, Executive’s legal representative. In the absence of agreement between the Company and Executive, each party shall nominate a qualified physician and the two physicians so nominated shall select a third physician who shall make the determination as to Disability.

Qualifying Termination. If following, or within thirty ninety (3090) days prior to, a Change in Control Executive’s employment with the Company and its affiliated companies is terminated, such termination shall be conclusively considered a “Qualifying Termination” unless: (a) Executive voluntarily terminates his employment with the Company and its affiliated companies. Executive, however, shall not be considered to have voluntarily terminated his employment with the Company and its affiliated companies if, following, or within thirty ninety (3090) days prior to, the Change in Control, Executive’s base salary overall compensation is reduced or adversely modified in any material respect, respect or Executive’s authority or duties are materially changed, and subsequent to such reduction, modification or change Executive elects to terminate his employment with the Company and its affiliated companies within sixty (60) days following such reduction, modification or change after having given the Company at least thirty (30) days notice of the same and a reasonable opportunity to cure during such 30-day notice periodcompanies. For such purposes, Executive’s authority or duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary written consent, there is any substantial diminution or adverse modification in Executive’s title, status, overall position, responsibilities, reporting relationship, general working environment (including without limitation secretarial and staff support, offices, and frequency and mode of travel), or if, without Executive’s express and voluntary written consent, Executive’s job location is transferred to a site more than twenty-five fifty (2550) miles away from his place of employment thirty ninety (3090) days prior to the Change in Control. In this regard as well, Executive’s authority and duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary written consent, Executive no longer holds the same title or no longer has the same authority and responsibilities or no longer has the same reporting responsibilities, in each case with respect and as to a publicly held parent company which is not controlled by another entity or person. (b) The termination is on account of Executive’s death or Disability. For such purposes, “Disability” shall mean a physical or mental incapacity as a result of which Executive becomes unable to continue the performance of his responsibilities for the Company and its affiliated companies and which, at least three (3) months after its commencement, is determined to be total and permanent by a physician agreed to by the Company and Executive, or in the event of Executive’s inability to designate a physician, Executive’s legal representative. In the absence of agreement between the Company and Executive, each party shall nominate a qualified physician and the two physicians so nominated shall select a third physician who shall make the determination as to Disability.

Qualifying Termination. If followingFor purposes of this Agreement, "Qualifying Termination" means the occurrence of any of the following events: (i) termination of the Executive's employment by the Company without Cause (as defined in subsection (b) below) during the Employment Period, (ii) expiration of this Agreement at the end of the Initial Term or at the end of any extension of the term hereof pursuant to a written notice given by the Company to the Executive in accordance with Section 1 hereof, (iii) termination of the Executive's employment by the Company on account of the Executive having become unable (as determined by the Company in good faith) to perform regularly her duties hereunder by reason of illness or incapacity for a period of more than four consecutive months (termination for "Disability"), (iv) termination of the Executive's employment on account of the Executive's death, or (v) termination of the Executive's employment by the Executive due to and within thirty 60 days of the occurrence, without the Executive's consent, of any of the following events: (301) days prior any change or changes in the Executive's duties and responsibilities that, taken as a whole, result in a material diminution of the Executive's duties and responsibilities, including, but not limited to, a Change and change resulting in Control Executive’s employment with the Company and its affiliated companies is terminated, such termination shall be conclusively considered a “Qualifying Termination” unless: (a) Executive voluntarily terminates his employment with the Company and its affiliated companies. Executive, however, shall not be considered to have voluntarily terminated his employment with the Company and its affiliated companies if, following, or within thirty (30) days prior to, the Change in Control, Executive’s base salary is reduced or adversely modified in any material respect, or Executive’s authority or duties are materially changed, and subsequent to such reduction, modification or change Executive elects to terminate his employment with the Company and its affiliated companies within sixty (60) days following such reduction, modification or change after having given the Company at least thirty (30) days notice of the same and a reasonable opportunity to cure during such 30-day notice period. For such purposes, Executive’s authority or duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary written consent, there is any substantial diminution or adverse modification in Executive’s title, status, overall position, responsibilities, reporting relationship, general working environment (including without limitation secretarial and staff support, offices, and frequency and mode of travel), or if, without Executive’s express and voluntary written consent, Executive’s job location is transferred to a site more than twenty-five (25) miles away from his place of employment thirty (30) days prior to the Change in Control. In this regard as well, Executive’s authority and duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary written consent, Executive no longer holds serving as the same title or no longer has General Counsel of the same authority and responsibilities or no longer has the same reporting responsibilities, in each case with respect and as to a publicly publicly-held parent company which is not controlled by another entity or person. of the True North Group, (b2) The termination is on account a material breach of Executive’s death or Disability. For such purposesthe Company's obligations set forth in this Agreement, “Disability” shall mean a physical or mental incapacity as a result of which Executive becomes unable to continue the performance of his responsibilities for the Company and its affiliated companies and which, at least three (3) months after its commencementa decrease in the Executive's base salary, or (4) any requirement of the Company that the location where the Executive is determined to based be total materially changed. For purposes of this Agreement, an isolated, insubstantial and permanent by a physician agreed to inadvertent action taken by the Company in good faith and Executive, or in the event of Executive’s inability to designate a physician, Executive’s legal representative. In the absence of agreement between which is remedied by the Company and Executive, each party promptly (the later of 60 days or as soon as reasonably practicable) after receipt of written notice thereof given by the Executive shall nominate not constitute a qualified physician and the two physicians so nominated shall select basis for a third physician who shall make the determination as to DisabilityQualifying Termination.

Qualifying Termination. If following, or within thirty (30) days prior to, a Change in Control Executive’s employment with the Company and its affiliated companies is terminated, such termination shall be conclusively considered a “Qualifying Termination” unless: (a) Executive voluntarily terminates his employment with the Company and its affiliated companies. Executive, however, shall not be considered to have voluntarily terminated his employment with the Company and its affiliated companies if, following, or within thirty (30) days prior to, the Change in Control, Executive’s base salary is reduced or adversely modified in any material respect, or Executive’s authority or duties are materially changed, and subsequent to such reduction, modification or change Executive elects to terminate his employment with the Company and its affiliated companies within sixty (60) days following such reduction, modification or change after having given the Company at least thirty (30) days notice of the same and a reasonable opportunity to cure during such 30-day notice period. For such purposes, Executive’s authority or duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary written consent, there is any substantial diminution or adverse modification in Executive’s title, status, overall position, responsibilities, reporting relationship, general working environment (including without limitation secretarial and staff support, offices, and frequency and mode of travel), or if, without Executive’s express and voluntary written consent, Executive’s job location is transferred to a site more than twenty-five (25) miles away from his place of employment thirty (30) days prior to the Change in Control. In this regard as well, Executive’s authority and duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary written consent, Executive no longer holds the same title or no longer has the same authority and responsibilities or no longer has the same reporting responsibilities, in each case with respect and as to a publicly held parent company which is not controlled by another entity or person. (b) The termination is on account of Executive’s death or Disability. For such purposes, “Disability” shall mean a physical or mental incapacity as a result of which Executive becomes unable to continue the performance of his responsibilities for the Company and its affiliated companies and which, at least three (3) months after its commencement, is determined to be total and permanent by a physician agreed to by the Company and Executive, or in the event of Executive’s inability to designate a physician, Executive’s legal representative. In the absence of agreement between the Company and Executive, each party shall nominate a qualified physician and the two physicians so nominated shall select a third physician who shall make the determination as to Disability.