Common use of Termination Due to Change of Control Clause in Contracts

Termination Due to Change of Control. A “Termination Due to Change of Control” shall occur if within the 24 month period beginning with the date a Change of Control occurs (i) the Executive’s employment with the Corporation is involuntarily terminated (other than by reason of death, disability or Cause) or (ii) the Executive’s employment with the Corporation is voluntarily terminated by the Executive subsequent to (A) any reduction in the total of the Executive’s annual base salary (exclusive of fringe benefits) and the Executive’s target bonus in comparison with the Executive’s annual base salary and target bonus immediately prior to the date the Change of Control occurs, (B) a significant diminution in the responsibilities or authority of the Executive in comparison with the Executive’s responsibility and authority immediately prior to the date the Change of Control occurs or (C) the imposition of a requirement by the Corporation that the Executive relocate to a principal work location more than 50 miles from the Executive’s principal work location immediately prior to the date the Change of Control occurs.

Termination Due to Change of Control. A “"Termination Due to Change of Control” " shall occur if within the 24 month period beginning with the date a Change of Control occurs (i) the Executive’s 's employment with the Corporation Company is involuntarily terminated (other than by reason of death, disability or Cause) or (ii) the Executive’s 's employment with the Corporation Company is voluntarily terminated by the Executive subsequent to (A) any reduction in the total of the Executive’s 's annual base salary (exclusive of fringe benefits) and the Executive’s 's target bonus in comparison with the Executive’s 's annual base salary and target bonus immediately prior to the date the Change of Control occurs, (B) a significant diminution in the responsibilities or authority of the Executive in comparison with the Executive’s 's responsibility and authority immediately prior to the date the Change of Control occurs or (C) the imposition of a requirement by the Corporation Company that the Executive relocate to a principal work location more than 50 miles from the Executive’s 's principal work location immediately prior to the date the Change of Control occurs.

Termination Due to Change of Control. A “Termination Due to Change of Control” shall occur if within the 24 24-month period beginning with the date a Change of Control occurs (i) the Executive’s employment with the Corporation is involuntarily terminated (other than by reason of death, disability or Cause) or (ii) the Executive’s employment with the Corporation is voluntarily terminated by the Executive subsequent to (A) any reduction in the total of the Executive’s annual base salary (exclusive of fringe benefits) and the Executive’s target bonus in comparison with the Executive’s annual base salary and target bonus immediately prior to the date the Change of Control occurs, (B) a significant diminution in the responsibilities or authority of the Executive in comparison with the Executive’s responsibility and authority immediately prior to the date the Change of Control occurs occurs, or (C) the imposition of a requirement by the Corporation that the Executive relocate to a principal work location more than 50 miles from the Executive’s principal work location immediately prior to the date the Change of Control occurs.

Termination Due to Change of Control. A “Termination Due to Change of Control” shall occur if within the 24 month period beginning with the date a Change of Control occurs (i) the Executive’s 's employment with the Corporation is involuntarily terminated (other than by reason of death, disability or Cause) or (ii) the Executive’s 's employment with the Corporation is voluntarily terminated by the Executive subsequent to (A) any reduction in the total of the Executive’s 's annual base salary (exclusive of fringe benefits) and the Executive’s 's target bonus in comparison with the Executive’s 's annual base salary and target bonus immediately prior to the date the Change of Control occurs, (B) a significant diminution in the responsibilities or authority of the Executive in comparison with the Executive’s 's responsibility and authority immediately prior to the date the Change of Control occurs or (C) the imposition of a requirement by the Corporation that the Executive relocate to a principal work location more than 50 miles from the Executive’s 's principal work location immediately prior to the date the Change of Control occurs.

Termination Due to Change of Control. A “"Termination Due to Change of Control” " shall occur if within the 24 12 month period beginning with the date a Change of Control occurs (i) the Executive’s 's employment with the Corporation Company is involuntarily terminated (other than by reason of death, disability or Cause) or (ii) the Executive’s 's employment with the Corporation Company is voluntarily terminated by the Executive subsequent to (A) any reduction a 10% or more diminution in the total of the Executive’s 's annual base salary (exclusive of fringe benefits) and the Executive’s 's target bonus in comparison with the Executive’s 's annual base salary and target bonus immediately prior to the date the Change of Control occurs, (B) a significant diminution in the responsibilities or authority of the Executive in comparison with the Executive’s 's responsibility and authority immediately prior to the date the Change of Control occurs or (C) the imposition of a requirement by the Corporation Company that the Executive relocate to a principal work location more than 50 miles from the Executive’s 's principal work location immediately prior to the date the Change of Control occurs.

Termination Due to Change of Control. A “"Termination Due to Change of Control” " shall occur if within the 24 month period beginning with the date a Change of Control occurs (i) the Executive’s 's employment with the Corporation is involuntarily terminated (other than by reason of death, disability or Cause) or (ii) the Executive’s 's employment with the Corporation is voluntarily terminated by the Executive subsequent to (A) any reduction in the total of the Executive’s 's annual base salary (exclusive of fringe benefits) and the Executive’s 's target bonus in comparison with the Executive’s 's annual base salary and target bonus immediately prior to the date the Change of Control occurs, (B) a significant diminution in the responsibilities or authority of the Executive in comparison with the Executive’s 's responsibility and authority immediately prior to the date the Change of Control occurs or (C) the imposition of a requirement by the Corporation that the Executive relocate to a principal work location more than 50 miles from the Executive’s 's principal work location immediately prior to the date the Change of Control occurs.

Termination Due to Change of Control. A “"Termination Due to Change of Control” " shall occur if within the 24 12 month period beginning with the date a Change of Control occurs (i) the Executive’s 's employment with the Corporation Company is involuntarily terminated (other than by reason of death, disability or Cause) or (ii) the Executive’s 's employment with the Corporation Company is voluntarily terminated by the Executive subsequent to (A) any reduction in the total of the Executive’s 's annual base salary (exclusive of fringe benefits) and the Executive’s 's target bonus in comparison with the Executive’s 's annual base salary and target bonus immediately prior to the date the Change of Control occurs, (B) a significant diminution in the responsibilities or authority of the Executive in comparison with the Executive’s 's responsibility and authority immediately prior to the date the Change of Control occurs or (C) the imposition of a requirement by the Corporation Company that the Executive relocate to a principal work location more than 50 miles from the Executive’s 's principal work location immediately prior to the date the Change of Control occurs.

Termination Due to Change of Control. A “Termination Due to Change of Control” shall occur if within the 24 month period beginning with the date a Change of Control occurs (i) the Executive’s employment with the Corporation is involuntarily terminated (other than by reason of death, disability or Cause) or (ii) the Executive’s employment with the Corporation is voluntarily terminated by the Executive subsequent to (A) any reduction in the total of the Executive’s annual base salary (exclusive of fringe benefitsbenefits other than Executive’s participation in the Mayo Clinic executive physical program) and the Executive’s target bonus in comparison with the Executive’s annual base salary and target bonus immediately prior to the date the Change of Control occurs, (B) a significant diminution in the responsibilities or authority of the Executive in comparison with the Executive’s responsibility and authority immediately prior to the date the Change of Control occurs or (C) the imposition of a requirement by the Corporation that the Executive relocate to a principal work location more than 50 miles from the Executive’s principal work location immediately prior to the date the Change of Control occurs.