Common use of Termination After a Change in Control Clause in Contracts

Termination After a Change in Control. (a) If during the Employment Period (i) the Company terminates Executive’s employment for reasons other than death, Disability or Cause or (ii) Executive timely terminates his employment for Good Reason, and either (i) or (ii) occurs within twenty-four (24) months after a Change in Control, then, from and after the Effective Date of Termination, the Company shall have no further obligation to pay any Base Salary to Executive and, in lieu of any severance amounts payable under Section 6.5 or 6.7, whichever would otherwise apply, Executive shall be entitled to the payments and benefits described in paragraph (b) below, contingent upon executing and returning to the Company (and not revoking) a release of claims in substantially the form attached hereto as Exhibit A within the time permitted by the Company (which permitted time period shall not be less than twenty-one (21) days). (b) Within the later of (x) fifteen (15) days following the Effective Date of Termination and (y) eight (8) days after Executive provides an executed release of claims as described above, as long as such release of claims is not revoked by Executive during the seven (7) day period following its execution by Executive), the Company shall pay to Executive a lump sum cash payment equal to (i) two (2) times the sum of (A) Executive’s Base Salary in effect as of the Effective Date of Termination and (B) Executive’s Target Annual Bonus for the year in which the termination occurs and (ii) a pro rata cash payment equal to Executive’s Target Annual Bonus for the year of termination based on service from the commencement of the applicable bonus year through the Effective Date of Termination. In addition, vesting and all other rights with respect to stock options and other equity-based compensation awards not covered by Section 6.1 above (other than LTIP Awards) will be treated in accordance with the equity incentive plan under which the relevant grant was made and any applicable grant agreements; provided, however, that Executive shall be considered for such purpose to have been employed at the end of the calendar year in which the termination occurred. Any LTIP Awards not covered by Section 6.1 hereof will be treated in accordance with the LTIP as then in effect; provided that if the Company terminates Executive’s employment for reasons other than death, Disability or Cause or Executive timely terminates his employment for Good Reason, and such termination occurs during the Employment Period and within twenty-four (24) months after a Change in Control, notwithstanding Section VI.D. of the LTIP Guidelines currently in effect (or any comparable provisions in any subsequently adopted LTIP Guidelines), Executive will be entitled to payment of the full amount (without pro ration) of any unvested LTIP Awards that have been made to Executive for any Performance Period that has commenced, payable in cash and/or equity, as previously determined by the Executive Compensation Committee with respect to the applicable Performance Period, calculated in accordance with the LTIP Guidelines; provided that for purposes of calculating the LTIP Award for any Performance Period that has commenced (1) for any completed calendar year in which actual performance by the Company and/or Executive against corporate Performance Targets (as defined in the LTIP Guidelines) or individual performance goals, as applicable, has been measured, and such measurement has been ratified by the Company’s Executive Compensation Committee prior to the effective date of the Change in Control, such measurement shall be used and (2) for any calendar year in which actual performance by the Company and/or Executive against corporate Performance Targets or individual performance goals has not yet been so measured and ratified by the Executive Compensation Committee prior to the effective date of the Change in Control, such corporate Performance Targets and individual performance goals shall be either (x) deemed 100% satisfied or (y) measured against actual performance by the Company and/or the Employee against corporate Performance Targets or individual performance goals, as applicable, whichever is greater, which LTIP Awards shall be payable in accordance with the terms of the original grant agreement, if any, and otherwise in accordance with the LTIP Guidelines in effect for such Performance Period. The entitlement of Executive to benefits under any benefit program, policy or plan described in Section 5.1 shall be determined in accordance with the provisions of such program, policy or plan; provided, however, that, subject to the last sentence of Section 6.5, the Company shall provide, at its expense, continued participation in any medical insurance and dental insurance plans in which Executive or his dependents participated as of the Effective Date of Termination for twenty-four (24) months following the Effective Date of Termination, as described in Section 6.5.

Termination After a Change in Control. (a) If during the Employment Period (i) If Executive is terminated by the Company terminates Executive’s employment for reasons other than death, Disability or Cause or (ii) Executive timely terminates his employment for Good Reason, and either (i) or (ii) occurs within twentyduring the three-four (24) months after year period following a Change in ControlControl (as defined in Section 5(f) below) for any reason other than Cause, then, from and after the Effective Date of Termination, the Company shall have no further obligation to pay any Base Salary to Executive and, in lieu of any severance amounts payable under Section 6.5 or 6.7, whichever would otherwise apply, then Executive shall be entitled to the payments following: (A) During the longer of (i) the 18-month period following his termination and benefits described (ii) the remainder of the Employment Period in paragraph (b) beloweffect at the date of termination, contingent upon executing and returning except to the Company (extent prohibited under the terms of any applicable insurance policy, he shall continue to be covered under the Company's welfare benefit plans to the same extent and not revoking) a release of claims in substantially on the form attached hereto same terms as Exhibit A within those benefits are provided to the time permitted by the Company (which permitted time period shall not be less than twenty-one (21) days)Company's active employees. (bB) Within the later of (x) fifteen (15) days following the Effective Date of Termination and (y) eight (8) days after Executive provides an executed release of claims as described above, as long as such release of claims is not revoked by Executive during the seven (7) day period following its execution by Executive), He shall receive from the Company shall pay to Executive a lump sum cash payment an amount (the "Severance Pay") equal to the greater of (i) two (2) one and one-half times the sum of (Ax) the Executive’s 's current Annual Base Salary plus (y) the amount of any bonus paid to Executive in effect as of the Effective Date of Termination and (B) Executive’s Target Annual Bonus for the year in which the termination occurs preceding twelve months and (ii) a pro rata cash payment the Annual Base Salary and Annual Bonuses through the end of the then current Employment Period (provided, that the amount of each of the Annual Bonuses so paid shall equal to Executive’s the Target Annual Bonus for Bonus). The Severance Pay amount shall be paid (a) if clause (i) in the year of termination based previous sentence applies, over the 18-month period commencing on service from the commencement of the applicable bonus year through the Effective Date of Termination. In additiondate Executive's employment terminates, vesting and all other rights with respect to stock options and other equity-based compensation awards not covered by Section 6.1 above (other than LTIP Awards) will be treated in equal monthly or more frequent installments in accordance with the equity incentive plan Company's payroll schedule or (b) if clause (ii) in the previous sentence applies, as and when such amounts would be paid in accordance with Sections 3(a) and (b) above. The Company's obligation to provide welfare benefit coverage and make severance payments under which this Section 5(e) shall cease with respect to periods after the relevant grant was made and any applicable grant agreementsearlier to occur of the date of Executive's death, or the date, if any, of the breach by Executive of the provisions of Section 6. (ii) If Executive terminates his employment hereunder voluntarily following a Change in Control, then Executive shall not be entitled to Severance Pay; provided, however, that if Executive shall be considered for such purpose to have been employed at the end of the calendar year in which the termination occurred. Any LTIP Awards not covered by Section 6.1 hereof will be treated in accordance with the LTIP as then in effect; provided that if the Company terminates Executive’s employment for reasons other than death, Disability or Cause or Executive timely terminates his employment for Good Reason, and such termination occurs Reason (as defined below) during the Employment Period and within twentythree-four (24) months after year period following a Change in Control, notwithstanding Section VI.D. of the LTIP Guidelines currently in effect (or any comparable provisions in any subsequently adopted LTIP Guidelines), such termination shall not be considered a voluntary termination by Executive will and Executive shall be entitled to payment of the full amount (without pro ration) of any unvested LTIP Awards that have treated as if he had been made to Executive for any Performance Period that has commenced, payable in cash and/or equity, as previously determined by the Executive Compensation Committee with respect to the applicable Performance Period, calculated in accordance with the LTIP Guidelines; provided that for purposes of calculating the LTIP Award for any Performance Period that has commenced (1) for any completed calendar year in which actual performance terminated by the Company and/or Executive against corporate Performance Targets pursuant to paragraph (as defined i) of this Section 5(e) above. "Good Reason" means, in the LTIP Guidelines) event of or individual performance goals, as applicable, has been measured, and such measurement has been ratified by the Company’s Executive Compensation Committee prior to the effective date of the following a Change in Control, such measurement shall be used and (2) for any calendar year in which actual performance by the Company and/or Executive against corporate Performance Targets or individual performance goals has not yet been so measured and ratified by the Executive Compensation Committee prior to the effective date of the Change in Control, such corporate Performance Targets and individual performance goals shall be either (x) deemed 100% satisfied or (y) measured against actual performance by the Company and/or the Employee against corporate Performance Targets or individual performance goals, as applicable, whichever is greater, which LTIP Awards shall be payable in accordance with the terms of the original grant agreement, if any, and otherwise in accordance with the LTIP Guidelines in effect for such Performance Period. The entitlement of Executive to benefits under any benefit program, policy or plan described in Section 5.1 shall be determined in accordance with the provisions of such program, policy or plan; provided, however, that, subject to the last sentence of Section 6.5, the Company shall provide, at its expense, continued participation in any medical insurance and dental insurance plans in which Executive or his dependents participated as of the Effective Date of Termination for twenty-four (24) months following the Effective Date of Termination, as described in Section 6.5.:

Termination After a Change in Control. (a) If during the Employment Period Period, (i) the Company terminates Executive’s employment for reasons other than death, Disability or Cause or (ii) Executive timely terminates his employment for Good Reason, and either (i) or (ii) occurs within twenty-four (24) months after a Change in Control, then, from and after the Effective Date of Termination, the Company shall have no further obligation to pay any Base Salary to Executive and, in lieu of any severance amounts payable under Section 6.5 or 6.7, whichever would otherwise apply, Executive shall be entitled to the payments and benefits described in paragraph (b) or (c) below, whichever is applicable, contingent upon executing and returning to the Company (and not revoking) a release of claims in substantially the form attached hereto as Exhibit A within the time permitted by the Company (which permitted time period shall not be less than twenty-one (21) days). (b) Within In the event that Executive’s employment is terminated by the Company or Executive as provided in Section 6.8(a) above within twenty-four (24) months after a Change in Control that is not a Simon Change in Control (as defined below), then within the later of (x) fifteen (15) days following the Effective Date of Termination and (y) eight (8) days after Executive provides an executed release of claims as described in Section 6.8(a) above, as long as such release of claims is not revoked by Executive during the seven (7) day period following its execution by Executive), the Company shall pay to Executive a lump sum cash payment equal to (i) two (2) times the sum of (A) Executive’s Base Salary in effect as of the Effective Date of Termination and (B) Executive’s Target Annual Bonus for the year in which the termination occurs and (ii) a pro rata cash payment equal to Executive’s Target Annual Bonus for the year of termination based on service from the commencement of the applicable bonus year through the Effective Date of Termination. In addition, vesting and all other rights with respect to stock options and other equity-based compensation awards not covered by Section 6.1 above (other than LTIP Awards) will be treated in accordance with the equity incentive plan under which the relevant grant was made and any applicable grant agreements; provided, however, that Executive shall be considered for such purpose to have been employed at the end of the calendar year in which the termination occurred. Any LTIP Awards not covered by Section 6.1 hereof will be treated in accordance with the LTIP as then in effect; provided that if the Company terminates Executive’s employment for reasons other than death, Disability or Cause or Executive timely terminates his employment for Good Reason, and such termination occurs during the Employment Period and within twenty-four (24) months after a Change in Control, notwithstanding Section VI.D. of the LTIP Guidelines currently in effect (or any comparable provisions in any subsequently adopted LTIP Guidelines), Executive will be entitled to the payment of the full amount (without pro ration) of any unvested LTIP Awards that have been made to Executive for any Performance Period that has commenced, payable in cash and/or equity, as previously determined by the Executive Compensation Committee with respect to the applicable Performance Period, calculated in accordance with the LTIP Guidelines; provided that for purposes of calculating the LTIP Award for any Performance Period that has commenced (1) for any completed calendar year in which actual performance by the Company and/or Executive against corporate Performance Targets (as defined in the LTIP Guidelines) or individual performance goals, as applicable, has been measured, and such measurement has been ratified by the Company’s Executive Compensation Committee prior to the effective date of the Change in Control, such measurement shall be used and (2) for any calendar year in which actual performance by the Company and/or Executive against corporate Performance Targets or individual performance goals has not yet been so measured or ratified by the Executive Compensation Committee, such corporate Performance Targets and individual performance goals shall be either (x) deemed 100% satisfied or (y) measured against actual performance by the Company and/or the Employee against corporate Performance Targets or individual performance goals, as applicable, whichever is greater, which LTIP Awards shall be payable in accordance with the terms of the original grant agreement, if any, and otherwise in accordance with the LTIP Guidelines in effect for such Performance Period. The entitlement of Executive to benefits under any benefit program, policy or plan described in Section 5.1 shall be determined in accordance with the provisions of such program, policy or plan; provided, however, that, subject to the last sentence of Section 6.5, the Company shall provide, at its expense, continued participation in any medical insurance and dental insurance plans in which Executive or his dependents participated as of the Effective Date of Termination for twenty-four (24) months following the Effective Date of Termination, as described in Section 6.5. (c) In the event that Executive’s employment is terminated by the Company or Executive as provided in Section 6.8(a) above within twenty-four (24) months after a Simon Change in Control, then within the later of (x) fifteen (15) days following the Effective Date of Termination and (y) eight (8) days after Executive provides an executed release of claims as described in Section 6.8(a) above, as long as such release of claims is not revoked by Executive during the seven (7) day period following its execution by Executive), the Company shall pay to Executive a lump sum cash payment equal to (i) three (3) times the sum of (A) Executive’s Base Salary in effect as of the Effective Date of Termination and (B) Executive’s Target Annual Bonus for the year in which the termination occurs and (ii) a pro rata cash payment equal to Executive’s Target Annual Bonus for the year of termination based on service from the commencement of the applicable bonus year through the Effective Date of Termination. In addition, vesting and all other rights with respect to stock options and other equity-based compensation awards not covered by Section 6.1 above (other than LTIP Awards) will be treated in accordance with the equity incentive plan under which the relevant grant was made and any applicable grant agreements; provided, however, that Executive shall be considered for such purpose to have been employed at the end of the calendar year in which the termination occurred. Any LTIP Awards not covered by Section 6.1 hereof will be treated in accordance with the LTIP as then in effect; provided that if the Company terminates Executive’s employment for reasons other than death, Disability or Cause or Executive timely terminates his employment for Good Reason or Executive exercises the right to terminate his employment as provided in Section 6.8(d) in a timely manner, and such termination occurs during the Employment Period and within twenty-four (24) months after a Simon Change in Control, notwithstanding Section VI.D. of the LTIP Guidelines currently in effect (or any comparable provisions in any subsequently adopted LTIP Guidelines), Executive will be entitled the payment of the full amount (without pro ration) of any unvested LTIP Awards that have been made to Executive for any Performance Period that has commenced, payable in cash and/or equity, as previously determined by the Executive Compensation Committee with respect to the applicable Performance Period, calculated in accordance with the LTIP Guidelines; provided that for purposes of calculating the LTIP Award for any Performance Period that has commenced (1) for any completed calendar year in which actual performance by the Company and/or Executive against corporate Performance Targets (as defined in the LTIP Guidelines) or individual performance goals, as applicable, has been measured, and such measurement has been ratified by the Company’s Executive Compensation Committee prior to the effective date of the Change in Control, such measurement shall be used and (2) for any calendar year in which actual performance by the Company and/or Executive against corporate Performance Targets or individual performance goals has not yet been so measured and ratified by the Executive Compensation Committee prior to the effective date of the Change in Control, such corporate Performance Targets and individual performance goals shall be either (x) deemed 100% satisfied or (y) measured against actual performance by the Company and/or the Employee against corporate Performance Targets or individual performance goals, as applicable, whichever is greater, which LTIP Awards shall be payable in accordance with the terms of the original grant agreement, if any, and otherwise in accordance with the LTIP Guidelines in effect for such Performance Period. The entitlement of Executive to benefits under any benefit program, policy or plan described in Section 5.1 shall be determined in accordance with the provisions of such program, policy or plan; provided, however, that, subject to the last sentence of Section 6.5, the Company shall provide, at its expense, continued participation in any medical insurance and dental insurance plans in which Executive or his dependents participated as of the Effective Date of Termination for twenty-four (24) months following the Effective Date of Termination, as described in Section 6.5. (d) Notwithstanding anything in this Agreement to the contrary, if (i) a Change in Control occurs and, immediately following and as a result of such Change in Control, Simon Property Group or an affiliate thereof (which for purposes of this Section 6.8(d) shall mean any entity in which Simon Property Group owns or controls more than fifty percent (50%) of the voting interests) (a “Simon Affiliate”) or any “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) that includes Simon Property Group or a Simon Affiliate has the right to elect at least a majority of the members of the Board of Directors of the Company, whether through the ownership of voting securities or by contract or otherwise or (ii) any of Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxx Xxxxx or Xxxxx Xxxxx or an officer or director of Simon Property Group or of a Simon Affiliate (other than an independent director of any such entity, as defined in Rule 303A.02 of the New York Stock Exchange Listed Company Manual) has authority to establish and direct the policies or strategic direction of the Company’s in-line leasing activities other than in connection with general responsibilities as a member of the Company’s Board of Directors (either (i) or (ii) being hereinafter referred to as a “Simon Change in Control”), Executive shall have the right to terminate his employment hereunder by delivering written notice to the Company within ninety (90) days after the effective date of such Simon Change in Control (which notice shall state the Effective Date of Termination and which Effective Date of Termination shall not be more than ninety (90) days after the date of such notice) and, in the event Executive exercises such right in a timely manner, then within the later of (x) fifteen (15) days following the Effective Date of Termination and (y) eight (8) days after Executive provides an executed release of claims as described in Section 6.8(a) above, as long as such release of claims is not revoked by Executive during the seven (7) day period following its execution by Executive), the Company shall pay to Executive the payments and benefits set forth in Section 6.8(c) in lieu of the payments and benefits set forth in Section 6.4 hereof.

Termination After a Change in Control. (a) If during the Employment Period (i) the Company terminates Executive’s employment for reasons other than death, Disability or Cause or (ii) Executive timely terminates his employment for Good Reason, and either (i) or (ii) such termination occurs during the Employment Period and within twenty-four (24) months after a Change in Control, then, from and after the Effective Date effective date of Terminationsuch termination, the Company shall have no further obligation to pay any Base Salary to Executive and, in lieu of any severance amounts payable under Section 6.5 or 6.7, whichever would otherwise apply, Executive shall be entitled to the payments and benefits described in paragraph (b) belowthe following paragraph, contingent upon executing and returning to the Company (and not revoking) a release of claims in substantially the form attached hereto as Exhibit A B within the time permitted by the Company (which permitted time period shall not be less than twenty-one (21) days). (b) . Within the later of (x) fifteen (15) days following the Effective Date effective date of Termination and such termination (y) or if later, eight (8) days after Executive provides an executed release of claims as described above, as long as such release of claims is not revoked by Executive during the seven (7) day 7)-day period following its execution by Executive), the Company shall pay to Executive Executive: (a) a lump sum cash payment equal to (i) two (2) times the sum of (A) Executive’s Base Salary in effect as of the Effective Date effective date of Termination and such termination, (B) Executive’s Target Annual Bonus for the year in which the termination occurs and (C) Executive’s Longevity Bonus and (ii) a pro rata cash payment equal to of Executive’s Target Annual Bonus for the year of termination based on service from the commencement of the applicable bonus year through the Effective Date date of Terminationtermination. In addition, the vesting and all other rights with respect to of stock options and other equity-based compensation awards not covered by Section 6.1 above (other than LTIP Awards) will be treated in accordance with the equity incentive plan under which the relevant grant was made and any applicable grant agreements; provided, however, that Executive shall be considered for such purpose to have been employed at the end of the calendar year in which the termination occurred. Any LTIP Awards not covered by Section 6.1 hereof will be treated in accordance with the LTIP as then in effect; provided that if the Company terminates Executive’s employment for reasons other than death, Disability or Cause or Executive timely terminates his employment for Good Reason, and such termination occurs during the Employment Period and within twenty-four (24) months after a Change in Control, notwithstanding Section VI.D. of the LTIP Guidelines currently in effect (or any comparable provisions in any subsequently adopted LTIP Guidelines), Executive will be entitled to payment of the full amount (without pro ration) of any unvested LTIP Awards that have been made to Executive for any Performance Period that has commenced, payable in cash and/or equity, as previously determined by the Executive Compensation Committee with respect to the applicable Performance Period, calculated in accordance with the LTIP Guidelines; provided that for purposes of calculating the LTIP Award for any Performance Period that has commenced (1) for any completed calendar year in which actual performance by the Company and/or Executive against corporate Performance Targets (as defined in the LTIP Guidelines) or individual performance goals, as applicable, has been measured, and such measurement has been ratified by the Company’s Executive Compensation Committee prior to the effective date of the Change in Control, such measurement shall be used and (2) for any calendar year in which actual performance by the Company and/or Executive against corporate Performance Targets or individual performance goals has not yet been so measured and ratified by the Executive Compensation Committee prior to the effective date of the Change in Control, such corporate Performance Targets and individual performance goals shall be either (x) deemed 100% satisfied or (y) measured against actual performance by the Company and/or the Employee against corporate Performance Targets or individual performance goals, as applicable, whichever is greater, which LTIP Awards shall be payable in accordance with the terms of the original grant agreement, if any, and otherwise in accordance with the LTIP Guidelines in effect for such Performance Period. The entitlement of Executive to benefits under any benefit program, policy or plan described in Section 5.1 or 5.2 shall be determined in accordance with the provisions of such program, policy or plan; provided, however, that, subject to the last sentence of Section 6.5, the Company shall provide, at its expense, continued participation in any medical insurance and dental insurance plans in which Executive or his dependents participated as of the Effective Date effective date of Termination termination for twenty-four two (242) months years following the Effective Date effective date of Terminationtermination, as described in Section 6.5.

Termination After a Change in Control. (a) If during the Employment Period (i) the Company terminates Executive’s employment for reasons other than death, Disability or Cause or (ii) Executive timely terminates his employment for “Good Reason”, and either (i) such termination occurs during the Employment Period and in anticipation of a Change in Control or (ii) occurs within twenty-four (24) months after a Change in Control, then, from and after the Effective Date of Termination, the Company shall have no further obligation to pay any Base Salary to Executive and, in lieu of any severance amounts payable under Section 6.5 or 6.7, whichever would otherwise apply, Executive shall be entitled to the payments and benefits described in paragraph (b) belowthe following paragraph, contingent upon executing and returning to the Company (and not revoking) a release of claims in substantially the form attached hereto as Exhibit A B within the time permitted by the Company (which permitted time period shall not be less than twenty-one (21) days). (b) . Within the later of (x) fifteen (15) days following the Effective Date of Termination and (y) or if later, eight (8) days after Executive provides an executed release of claims as described above, as long as such release of claims is not revoked by Executive during the seven (7) day period following its execution by Executive), the Company shall pay to Executive Executive: (a) a lump sum cash payment equal to (i) two (2) times the sum of (A) Executive’s Base Salary in effect as of the Effective Date of Termination and $1,150,000, (B) Executive’s Target Annual Bonus for the year in which the termination occurs occurs, and (C) $580,000 and (ii) a pro rata cash payment equal to of Executive’s Target Annual Bonus for the year of termination based on service from the commencement of the applicable bonus year through the date of termination; provided, however, that if the Effective Date of TerminationTermination occurs on or after February 2, 2005 but prior to February 2, 2007, the Company shall pay to Executive, in lieu of the payment provided for in subsection (a)(i) above, a lump sum cash payment equal to two and one-half (2-1/2) times the sum of (A) $1,150,000, (B) Executive’s Target Annual Bonus for the year in which termination occurs and (C) $580,000; and provided further that if the Effective Date of Termination occurs on or after February 2, 2007, the Company shall pay to Executive, in lieu of the payments provided for in subsection (a)(i) above and the preceding proviso, a lump sum cash payment equal to three (3) times the sum of (A) $1,150,000, (B) Executive’s Target Annual Bonus for the year in which termination occurs, and (C) $580,000. In addition, the Inducement Grant will fully vest if not already vested and the Inducement Grant and any Annual Equity Compensation Awards made prior to the Effective Date of Termination will, to the extent not already settled, be settled in accordance with the terms of the grant documents covering such grants or awards and consistent with the terms of this Agreement, and vesting and all other rights with respect to of stock options and other equity-based compensation awards not covered by Section 6.1 above (other than LTIP Awards) will be treated in accordance with the equity incentive plan under which the relevant grant was made and any applicable grant agreements; provided, however, that Executive shall be considered for such purpose to have been employed at the end of the calendar year in which the termination occurred. Any LTIP Awards that are not covered by Section 6.1 hereof above or the preceding provisions of this Section 6.8 will be treated in accordance with the LTIP as then in effect; provided that if the Company terminates Executive’s employment for reasons other than death, Disability or Cause or Executive timely terminates his employment for Good Reason, and such termination occurs during the Employment Period and within twenty-four (24) months after a Change in Control, notwithstanding Section VI.D. of the LTIP Guidelines currently in effect (or any comparable provisions in any subsequently adopted LTIP Guidelines), Executive will be entitled to payment of the full amount (without pro ration) of any unvested LTIP Awards that have been made to Executive for any Performance Period that has commenced, payable in cash and/or equity, as previously determined by the Executive Compensation Committee with respect to the applicable Performance Period, calculated in accordance with the LTIP Guidelines; provided that for purposes of calculating the LTIP Award for any Performance Period that has commenced (1) for any completed calendar year in which actual performance by the Company and/or Executive against corporate Performance Targets (as defined in the LTIP Guidelines) or individual performance goals, as applicable, has been measured, and such measurement has been ratified by the Company’s Executive Compensation Committee prior to the effective date of the Change in Control, such measurement shall be used and (2) for any calendar year in which actual performance by the Company and/or Executive against corporate Performance Targets or individual performance goals has not yet been so measured and ratified by the Executive Compensation Committee prior to the effective date of the Change in Control, such corporate Performance Targets and individual performance goals shall be either (x) deemed 100% satisfied or (y) measured against actual performance by the Company and/or the Employee against corporate Performance Targets or individual performance goals, as applicable, whichever is greater, which LTIP Awards shall be payable in accordance with the terms of the original grant agreement, if any, and otherwise in accordance with the LTIP Guidelines in effect for such Performance Period. The entitlement of Executive to benefits under any benefit plan, program, policy or plan arrangement described in Section 5.1 or 5.2 shall be determined in accordance with the provisions of such program, policy or planthereof; provided, however, that, subject to the last sentence of Section 6.5, the Company shall provide, at its expense, continued participation in any medical insurance and dental insurance plans in which Executive or his dependents participated as of the Effective Date of Termination for twenty-four two (242) months years following the Effective Date of Termination, as described in Section 6.5.

Termination After a Change in Control. Notwithstanding anything herein to the contrary, if the Executive’s employment terminates due to either a Without Cause Termination or a Constructive Discharge following a Change in Control (a) If during as defined below), then the Employment Period Company will pay the Executive (or the Executive’s surviving spouse, estate or personal representative, as applicable), (i) the Company terminates Executive’s employment for reasons other than death, Disability or Cause or (ii) Executive timely terminates his employment for Good Reason, and either (i) or (ii) occurs within twenty-four (24) months after a Change in Control, then, from and after the Effective Date of Termination, the Company shall have no further obligation to pay any Base Salary to Executive and, in lieu of any severance amounts payable under Section 6.5 or 6.7, whichever would otherwise apply, Executive shall be entitled to the payments and benefits described in paragraph (b) below, contingent upon executing and returning to the Company (and not revoking) a release of claims in substantially the form attached hereto as Exhibit A within the time permitted by the Company (which permitted time period shall not be less than twenty-one (21) days). (b) Within the later of (x) fifteen (15) days following the Effective Date of Termination and (y) eight (8) days after Executive provides an executed release of claims as described above, as long as such release of claims is not revoked by Executive during the seven (7) day period following its execution by Executive), the Company shall pay to Executive a lump sum cash payment equal to the aggregate Monthly Base Salary for eighteen (18) months, (ii) any and all Base Salary and Incentive Compensation Awards earned but unpaid through the date of such termination, and (iii) a pro rata portion of the Incentive Compensation Award in respect of the fiscal year in which Executive’s employment terminates due to either a Without Cause Termination or a Constructive Discharge following a Change in Control (paid at the Target Level), provided that all the performance targets relating to such Incentive Compensation Award are attained. The payments set forth in (i) two and (2ii) above shall be made no later than thirty (30) days after such Without Cause Termination or Constructive Discharge, and the payment in (iii) above shall be made at the time or times the sum of (A) Executive’s Base Salary as incentive compensation awards in effect as respect of the Effective Date of Termination and (B) Executive’s Target Annual Bonus for the fiscal year in which the termination Without Cause Termination or Constructive Discharge occurs and (ii) a pro rata cash payment equal are payable by the Company to Executive’s Target Annual Bonus for the year of termination based on service from the commencement of the applicable bonus year through the Effective Date of Terminationits other similarly situated executive officers. In addition, vesting upon such event, all of the Executive’s outstanding and all other rights with respect to unvested stock options and any other equity-based equity awards or other incentives or compensation awards not covered by Section 6.1 above (other than LTIP Awards) that are subject to vesting will become immediately and fully vested and exercisable, and all outstanding options, awards, incentives and compensation shall be treated extended and remain exercisable in accordance with the equity incentive plan under which they were granted or awarded. Furthermore, upon such event, the relevant grant was made and any applicable grant agreements; provided, however, that Executive shall be considered entitled to continue coverage under all health and welfare plans for the Executive and members of the Executive’s immediate family, including medical and dental benefits, during the eighteen (18)-month period immediately following such purpose termination, with the Executive’s cost being no greater than the cost applicable to have the Executive had the Executive been employed an active, full-time employee of the Company during such period. Following the expiration of such eighteen (18)-month period, Executive and members of the Executive’s immediate family, shall be permitted to continue coverage under the Company’s medical, prescription and dental plan for any remaining continuation period required under COBRA (treating such eighteen (18)-month period as part of the continuation period required by COBRA), at the end of applicable premium rate for similarly situated participants. The payments to be made, and the calendar year in which the termination occurred. Any LTIP Awards not covered benefits to be provided, by Section 6.1 hereof will be treated in accordance with the LTIP as then in effect; provided that if the Company terminates Executive’s employment for reasons other than deathto the Executive pursuant to this Section VIII(B) are in lieu of any payments, Disability benefits or Cause or compensation the Executive timely terminates his employment for Good Reason, and such termination occurs during the Employment Period and within twenty-four (24) months after a Change in Control, notwithstanding Section VI.D. of the LTIP Guidelines currently in effect (or any comparable provisions in any subsequently adopted LTIP Guidelines), Executive will may otherwise be entitled to payment of the full amount (without pro ration) of any unvested LTIP Awards that have been made receive pursuant to Executive for any Performance Period that has commenced, payable in cash and/or equity, as previously determined by the Executive Compensation Committee with respect to the applicable Performance Period, calculated in accordance with the LTIP Guidelines; provided that for purposes of calculating the LTIP Award for any Performance Period that has commenced (1) for any completed calendar year in which actual performance by the Company and/or Executive against corporate Performance Targets (as defined in the LTIP Guidelines) or individual performance goals, as applicable, has been measured, and such measurement has been ratified by the Company’s Executive Compensation Committee prior to the effective date of the Change in Control, such measurement shall be used and (2) for any calendar year in which actual performance by the Company and/or Executive against corporate Performance Targets or individual performance goals has not yet been so measured and ratified by the Executive Compensation Committee prior to the effective date of the Change in Control, such corporate Performance Targets and individual performance goals shall be either (x) deemed 100% satisfied or (y) measured against actual performance by the Company and/or the Employee against corporate Performance Targets or individual performance goals, as applicable, whichever is greater, which LTIP Awards shall be payable in accordance with the terms of the original grant agreement, if any, and otherwise in accordance with the LTIP Guidelines in effect for such Performance Period. The entitlement of Executive to benefits under any benefit program, policy or plan described in Section 5.1 shall be determined in accordance with the provisions of such program, policy or plan; provided, however, that, subject to the last sentence of Section 6.5, the Company shall provide, at its expense, continued participation in any medical insurance and dental insurance plans in which Executive or his dependents participated as of the Effective Date of Termination for twenty-four (24) months following the Effective Date of Termination, as described in Section 6.5VIII(A).