Common use of Rights Upon a Change of Control Clause in Contracts

Rights Upon a Change of Control. (i) For purposes of this Agreement, a “change of control” of Employer will take place upon the occurrence of any of the following events: (a) the acquisition after the beginning of the term in one or more transactions of beneficial ownership (within the meaning of Rule 13d-3(a)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by any person or entity (other than a wholly owned subsidiary of Magellan Health Services, Inc. (“Magellan”)), or any group of persons or entities who constitute a group (within the meaning of Rule 13d-5 of the Exchange Act), of any securities of Employer such that as a result of such acquisition such person or entity or group beneficially owns (within the meaning of Rule 13d3(a)(1) under the Exchange Act) more than 50% of Employer’s then outstanding voting securities entitled to vote on a regular basis for a majority of the Board of Directors of Employer; or (b) the sale of all or substantially all of the assets of Employer (including, without limitation, by way of merger, consolidation, lease or transfer) in a transaction where Employer or Magellan do not receive (i) voting securities representing a majority of the voting power entitled to vote on a regular basis for the Board of Directors of the acquiring entity or of an affiliate which controls the acquiring entity, or (ii) securities representing a majority of the equity interest in the acquiring entity or of an affiliate that controls the acquiring entity, if other than a corporation. The foregoing notwithstanding, a spinoff or other similar distribution of the shares or business of Mentor shall not constitute a change of control for purposes of this Agreement. (ii) In the event of a change of control of Employer occurs during the term of Officer’s employment hereunder, (or within six months after the term of Officer’s employment hereunder ends due to non-renewal of this Agreement by Employer, termination by Employer without cause, termination by Officer for good reason, or termination due to death or disability as contemplated by Section 6(d)) Officer shall be entitled to receive a lump sum payment of (a) 100% of her Base Salary paid on the date of the closing of the transaction constituting such change in control, and (b) 100% of her Base Salary on the first anniversary of such closing. Officer shall not be entitled to any such payment provided in the preceding clause (b), if prior to the time for payment thereof, (x) Employer shall have terminated Officer’s Employment with Cause, (y) Officer shall have terminated her Employment without good reason (as defined above), or (z) Officer shall have violated the covenants set forth in Section 8 hereof, unless prior to the occurrence of (x), (y) or (z) above, Officer shall have entered into a new Employment Agreement with the party acquiring control in such change of control transaction. Any amounts paid to Officer upon a change of control as contemplated by this Section 7(a) shall be in lieu of any amounts otherwise payable to Officer under the last sentence of Section 1, or Section 6(b) or Section 6(c) hereof. (iii) Alternatively, if there is a change of control. (as defined above mutatis mutandis) of Magellan during the term of this Agreement, and Employer is still a subsidiary of Magellan at the time of such change of control, Officer will be entitled to terminate this Agreement within 90 days after such change of control, and upon such termination will be entitled to all of the compensation provided in Section 4(a) of this Agreement for a period of one year. Any amounts payable to Officer upon a change of control of Magellan as contemplated by this paragraph shall be applied towards any amounts otherwise payable to Officer under the last sentence of Section 1, or Section 6(b) or Section 6(c) hereof. (iv) If Officer becomes entitled to any payments (whether hereunder or otherwise) by reason of an event described in Internal Revenue Code Section 280G (a “Parachute Event”) that would constitute “excess parachute payments” (as defined in Internal Revenue Code Section 280G) if paid, then Officer’s entitlement to such payments will be reduced by such amount as will cause none of such payments to constitute excess parachute payments, if, and only if, the net amount received by Officer by reason of the Parachute Event, after imposition of all applicable taxes (including taxes under Internal Revenue Code Section 4999), would be greater after such reduction than if such reduction were riot made.

Rights Upon a Change of Control. (i) For purposes of this Agreement, a “change of control” of Employer will take place upon the occurrence of any of the following events: (a) the acquisition after the beginning of the term in one or more transactions of beneficial ownership (within the meaning of Rule 13d-3(a)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by any person or entity (other than a wholly owned subsidiary of Magellan Health Services, Inc. (“Magellan”)), or any group of persons or entities who constitute a group (within the meaning of Rule 13d-5 of the Exchange Act), of any securities of Employer such that as a result of such acquisition such person or entity or group beneficially owns (within the meaning of Rule 13d3(a)(1) under the Exchange Act) more than 50% of Employer’s then outstanding voting securities entitled to vote on a regular basis for a majority of the Board of Directors of Employer; or (b) the sale of all or substantially all of the assets of Employer (including, without limitation, by way of merger, consolidation, lease or transfer) in a transaction where Employer or Magellan do not receive (i) voting securities representing a majority of the voting power entitled to vote on a regular basis for the Board of Directors of the acquiring entity or of an affiliate which controls the acquiring entity, or (ii) securities representing a majority of the equity interest in the acquiring entity or of an affiliate that controls the acquiring entity, if other than a corporation. The foregoing notwithstanding, a spinoff or other similar distribution of the shares or business of Mentor shall not constitute a change of control for purposes of this Agreement. (ii) In the event of a change of control of Employer occurs during the term of Officer’s employment hereunder, (or within six months after the term of Officer’s employment hereunder ends due to non-renewal of this Agreement by Employer, termination by Employer without cause, termination by Officer for good reason, or termination due to death or disability as contemplated by Section 6(d)) Officer shall be entitled to receive a lump sum payment of (a) 100150% of her his Base Salary paid on the date of the closing of the transaction constituting such change in control, and (b) 100150% of her his Base Salary on the first anniversary of such closing. Officer shall not be entitled to any such payment provided in the preceding clause (b), if prior to the time for payment thereof, (x) Employer shall have terminated Officer’s Employment with Cause, (y) Officer shall have terminated her his Employment without good reason (as defined above), or (z) Officer shall have violated the covenants set forth in Section 8 hereof, unless prior to the occurrence of (x), (y) or (z) above, Officer shall have entered into a new Employment Agreement with the party acquiring control in such change of control transaction. Any amounts paid to Officer upon a change of control as contemplated by this Section 7(a) shall be in lieu of any amounts otherwise payable to Officer under the last sentence of Section 1, or Section 6(b) or Section 6(c) hereof. (iii) Alternatively, if there is a change of control. control (as defined above mutatis mutandis) of Magellan during the term of this Agreement, and Employer is still a subsidiary of Magellan at the time of such change of control, Officer will be entitled to terminate this Agreement within 90 days after such change of control, and upon such termination will be entitled to all of the compensation provided in Section 4(a) of this Agreement for a period of one year. Any amounts payable to Officer upon a change of control of Magellan as contemplated by this paragraph shall be applied towards any amounts otherwise payable to Officer under the last sentence of Section 1, or Section 6(b) or Section 6(c) hereof. (iv) If Officer becomes entitled to any payments (whether hereunder or otherwise) by reason of an event described in Internal Revenue Code Section 280G (a “Parachute Event”) that would constitute “excess parachute parachute, payments” (as defined in Internal Revenue Code Section 280G) if paid, then Officer’s entitlement to such payments will be reduced by such amount as will cause none of such payments to constitute excess parachute payments, ; if, and only if, the net amount received by Officer by reason of the Parachute Event, after imposition of all applicable taxes (including taxes under Internal Revenue Code Section 4999), would be greater after such reduction than if such reduction were riot not made.

Rights Upon a Change of Control. (i) For purposes of this Agreement, a “change of control” of Employer will take place upon the occurrence of any of the following events: (a) the acquisition after the beginning of the term in one or more transactions of beneficial ownership (within the meaning of Rule 13d-3(a)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by any person or entity (other than a wholly owned subsidiary of Magellan Health Services, Inc. (“Magellan”)), or any group of persons or entities who constitute a group (within the meaning of Rule 13d-5 of the Exchange Act), of any securities of Employer such that as a result of such acquisition such person or entity or group beneficially owns (within the meaning of Rule 13d3(a)(1) under the Exchange Act) more than 50% of Employer’s then outstanding voting securities entitled to vote on a regular basis for a majority of the Board of Directors of Employer; or (b) the sale of all or substantially all of the assets of Employer (including, without limitation, by way of merger, consolidation, lease or transfer) in a transaction where Employer or Magellan do not receive (i) voting securities representing a majority of the voting power entitled to vote on a regular basis for the Board of Directors of the acquiring entity or of an affiliate which controls the acquiring entity, or (ii) securities representing a majority of the equity interest in the acquiring entity or of an affiliate that controls the acquiring entity, if other than a corporation. The foregoing notwithstanding, a spinoff or other similar distribution of the shares or business of Mentor shall not constitute a change of control for purposes of this Agreement. (ii) In the event of a change of control of Employer occurs during the term of Officer’s employment hereunder, (or within six months after the term of Officer’s employment hereunder ends due to non-renewal of this Agreement by Employer, termination by Employer without cause, termination by Officer for good reason, or termination due to death or disability as contemplated by Section 6(d)) Officer shall be entitled to receive a lump sum payment of (a) 100% of her his Base Salary paid on the date of the closing of the transaction constituting such change in control, and (b) 100% of her his Base Salary on the first anniversary of such closing. Officer shall not be entitled to any such payment provided in the preceding clause (b), if prior to the time for payment thereof, (x) Employer shall have terminated Officer’s Employment with Cause, (y) Officer shall have terminated her his Employment without good reason (as defined above), or (z) Officer shall have violated the covenants set forth in Section 8 hereof, unless prior to the occurrence of (x), (y) or (z) above, Officer shall have entered into a new Employment Agreement with the party acquiring control in such change of control transaction. Any amounts paid to Officer upon a change of control as contemplated by this Section 7(a) shall be in lieu of any amounts otherwise payable to Officer under the last sentence of Section 1, or Section 6(b) or Section 6(c) hereof. (iii) Alternatively, if there is a change of control. control (as defined above mutatis mutandis) of Magellan during the term of this Agreement, and Employer is still a subsidiary of Magellan at the time of such change of control, Officer will be entitled to terminate this Agreement within 90 days after such change of control, and upon such termination will be entitled to all of the compensation provided in Section 4(a) of this Agreement for a period of one year. Any amounts payable to Officer upon a change of control of Magellan as contemplated by this paragraph shall be applied towards any amounts otherwise payable to Officer under the last sentence of Section 1, or Section 6(b) or Section 6(c) hereof. (iv) If Officer becomes entitled to any payments (whether hereunder or otherwise) by reason of an event described in Internal Revenue Code Section 280G (a “Parachute Event”) that would constitute “excess parachute payments” (as defined in Internal Revenue Code Section 280G) if paid, then Officer’s entitlement to such payments will be reduced by such amount as will cause none of such payments to constitute excess parachute payments, if, and only if, the net amount received by Officer by reason of the Parachute Event, after imposition of all applicable taxes (including taxes under Internal Revenue Code Section 4999), would be greater after such reduction than if such reduction were riot not made.

Rights Upon a Change of Control. (i) For purposes A Change of this Agreement, a “change of control” of Employer will take place upon the occurrence of Control shall be deemed to have occurred only if any of the following events: events occurs: (ai) the acquisition after the beginning any "person" as such term is used in Sections 13(d) and 14(d) of the term in one or more transactions of beneficial ownership (within the meaning of Rule 13d-3(a)(1) under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")) by any person or entity , (other than a wholly owned subsidiary the Company, any trustee or other fiduciary holding securities under an employee benefit plan of Magellan Health Services, Inc. (“Magellan”))the Company, or any group corporation owned directly or indirectly by the stockholders of persons the Company in substantially the same proportion as their ownership of stock of the Company) is or entities who constitute a group becomes the "beneficial owner" (within the meaning of as defined in Rule 13d-5 of 13d-3 under the Exchange Act), of any directly or indirectly, or securities of Employer the Company representing 30% or more of the combined voting power of the Company's then outstanding securities; or (ii) individuals who, as of the date hereof, constitute the Board (as of the date hereof, the "incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election context relating to the election of the directors of the Company, as such that as a result terms are used in Rule 14a-11 of such acquisition such person or entity or group beneficially owns (within the meaning of Rule 13d3(a)(1) Regulation 14A under the Exchange Act) more than 50% of Employer’s then outstanding voting securities entitled to vote on a regular basis for a majority of the Board of Directors of Employer; or (b) the sale of all or substantially all of the assets of Employer (includingshall be, without limitation, by way of merger, consolidation, lease or transfer) in a transaction where Employer or Magellan do not receive (i) voting securities representing a majority of the voting power entitled to vote on a regular basis for the Board of Directors of the acquiring entity or of an affiliate which controls the acquiring entity, or (ii) securities representing a majority of the equity interest in the acquiring entity or of an affiliate that controls the acquiring entity, if other than a corporation. The foregoing notwithstanding, a spinoff or other similar distribution of the shares or business of Mentor shall not constitute a change of control for purposes of this Agreement. (ii) In the event of , considered as though such person were a change of control of Employer occurs during the term of Officer’s employment hereunder, (or within six months after the term of Officer’s employment hereunder ends due to non-renewal of this Agreement by Employer, termination by Employer without cause, termination by Officer for good reason, or termination due to death or disability as contemplated by Section 6(d)) Officer shall be entitled to receive a lump sum payment of (a) 100% of her Base Salary paid on the date member of the closing of the transaction constituting such change in control, and (b) 100% of her Base Salary on the first anniversary of such closing. Officer shall not be entitled to any such payment provided in the preceding clause (b), if prior to the time for payment thereof, (x) Employer shall have terminated Officer’s Employment with Cause, (y) Officer shall have terminated her Employment without good reason (as defined above), or (z) Officer shall have violated the covenants set forth in Section 8 hereof, unless prior to the occurrence of (x), (y) or (z) above, Officer shall have entered into a new Employment Agreement with the party acquiring control in such change of control transaction. Any amounts paid to Officer upon a change of control as contemplated by this Section 7(a) shall be in lieu of any amounts otherwise payable to Officer under the last sentence of Section 1, or Section 6(b) or Section 6(c) hereof.Incumbent Board; or (iii) Alternativelythe stockholders of the Company approve a merger or consolidation of the Company with any other corporation, if there is other than (A) a change merger or consolidation which would result in the voting securities of control. the Company outstanding immediately prior thereto continuing to represent (as defined above mutatis mutandiseither by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of Magellan during the term combined voting power of this Agreement, and Employer is still a subsidiary the voting securities of Magellan at the time of Company or such change of control, Officer will be entitled to terminate this Agreement within 90 days surviving entity outstanding immediately after such change of control, and upon such termination will be entitled to all of the compensation provided in Section 4(a) of this Agreement for a period of one year. Any amounts payable to Officer upon a change of control of Magellan as contemplated by this paragraph shall be applied towards any amounts otherwise payable to Officer under the last sentence of Section 1, merger or Section 6(b) or Section 6(c) hereof. (iv) If Officer becomes entitled to any payments (whether hereunder or otherwise) by reason of an event described in Internal Revenue Code Section 280G (a “Parachute Event”) that would constitute “excess parachute payments” (as defined in Internal Revenue Code Section 280G) if paid, then Officer’s entitlement to such payments will be reduced by such amount as will cause none of such payments to constitute excess parachute payments, if, and only if, the net amount received by Officer by reason of the Parachute Event, after imposition of all applicable taxes (including taxes under Internal Revenue Code Section 4999), would be greater after such reduction than if such reduction were riot made.consolidation or