Common use of Termination Following Change in Control Clause in Contracts

Termination Following Change in Control. If a Change in Control shall have occurred during the term of this Agreement, the Executive shall be entitled to the benefits provided in subsection 4(d) unless such termination is (A) because of the Executive's death or Retirement, (B) by the Company for Cause or Disability, or (C) by the Executive other than for Good Reason.

Termination Following Change in Control. If a Change in Control shall have occurred occur during the term of this Agreement, the Executive shall be entitled to the payments and other benefits provided in subsection 4(d) in the event of the termination of the Executive's employment with Company unless such the Executive's termination is (A) because of the Executive's death or Retirementdeath, (B) by the Company for Cause or Disability, or (C) by the Executive other than for Good Reason.

Termination Following Change in Control. If any of the events described in Section 2 hereof constituting a Change change in Control control of the Company shall have occurred during the term of this Agreementoccurred, the Executive shall be entitled to the benefits provided in subsection 4(d) Section 4 hereof upon the subsequent termination of employment during the term of this Agreement unless such termination is (A) because of the Executive's his death or Retirementretirement, (B) by the Company for Cause cause or Disability, disability or (C) by the Executive him other than for Good Reasongood reason.

Termination Following Change in Control. If a Change in Control shall have occurred and the Executive’s employment is terminated during the term of this Agreement, the Executive shall be entitled to the benefits provided in subsection 4(d) unless such termination is (A) because of the Executive's ’s death or Retirement, (B) by the Company HDI for Cause or Disability, or (C) by the Executive other than for Good Reason.

Termination Following Change in Control. If a Change in Control shall have occurred during the term of this Agreement, the Executive shall be entitled to the benefits provided in subsection 4(d) unless such termination is (A) because of the Executive's ’s death or Retirement, (B) by the Company for Cause or Disability, or (C) by the Executive other than for Good Reason. The Company and the Executive shall take all steps necessary (including with regard to any post-termination services by the Executive) to ensure that any termination described in this Section 3 constitutes a Separation from Service as defined in subsection 3(h).

Termination Following Change in Control. If a Change in Control shall have occurred during the term of this Agreement, the Executive shall be entitled to the benefits provided in subsection 4(d) unless such termination is (A) because of the Executive's death or Retirement, ; (B) by the Company for Cause or Disability, ; or (C) by the Executive other than for Good Reason.

Termination Following Change in Control. If any of the events described in Section 2 hereof constituting a Change in Control shall have occurred during the term of this Agreementoccurred, the Executive shall be entitled to the benefits provided in subsection 4(dSection 4(iv) hereof upon the subsequent termination of Executive's employment with the Company and its subsidiaries during the term of this Agreement unless such termination is (A) because a result of the Executive's death or RetirementRetirement (except as provided in Section 3(i) below), or (B) by the Company for Cause or DisabilityExecutive without Good Reason, or (C) by the Executive other than Company or any of its subsidiaries for Good ReasonDisability or for Cause.

Termination Following Change in Control. If a Change in Control shall have occurred during the term of this Agreement, the Executive shall be entitled to the benefits provided in subsection 4(d) unless such termination is (A) because of the Executive's death or Retirement, (B) by the Company for Cause or Disability, or (C) by the Executive other than for Good Reason. The Company and the Executive shall take all steps necessary (including with regard to any post-termination services by the Executive) to ensure that any termination described in this Section 3 constitutes a Separation from Service as defined in subsection 3(h).

Termination Following Change in Control. If a Change in Control shall have occurred during the term of this Agreement, the Executive shall be entitled to the benefits provided in subsection 4(d) unless such termination is (A) because of the Executive's ’s death or Retirement, (B) by the Company for Cause or Disability, or (C) by the Executive other than for Good Reason.

Termination Following Change in Control. If a Change in Control shall have occurred during the term of this Agreement, the Executive shall be entitled to the benefits provided in subsection 4(d) unless such termination is (A) because of the Executive's ’s death or Retirement, (B) by the Company for Cause or Disability, or (C) by the Executive other than for Good Reason.. The Company and the Executive shall take all steps necessary (including with regard to any post-termination services by the Executive) to ensure that any termination described in this Section 3 constitutes a Separation from Service as defined in subsection 3(h). Change in Control Agreement

Termination Following Change in Control. If a Change in Control shall have occurred during the term of this Agreement, the Executive shall be entitled to the benefits provided in subsection 4(d) unless such termination is (A) because of the Executive's death or Retirement, (B) by the Company St. Jude for Cause or Disability, or (C) by the Executive other than for Good Reason.

Termination Following Change in Control. If a Change in Control shall have occurred during the term of this AgreementAgreement and Executive's employment is thereafter terminated, the Executive shall be entitled to the benefits provided in subsection 4(d) unless such termination is (A) because of the Executive's death Death or Retirement, (B) by the Company WSI for Cause or Disability, or (C) by the Executive other than for Good Reason.

Termination Following Change in Control. If any of the events described in subsection 4.3(i) hereof constituting a Change in Control shall have occurred during the term of this Agreementoccurred, the Executive shall be entitled to the benefits provided in subsection 4(dSubsection 4.5(iii) unless such hereof upon the subsequent termination is of his employment during the term of this Agreement (A) because of the Executive's death or Retirement, (B) by the Company Board other than for Cause or Disability, or (CB) by the Executive other than for Good Reason. In the event Executive’s employment with the Company is terminated for any reason and subsequently a Change in Control shall occur, Executive shall not be entitled to any benefits under Section 4.5.

Termination Following Change in Control. If a Change in Control shall --------------------------------------- have occurred during the term of this Agreement, the Executive shall be entitled to the benefits provided in subsection 4(d) unless such termination is (A) because of the Executive's death or Retirement, (B) by the Company for Cause or Disability, or (C) by the Executive other than for Good Reason.

Termination Following Change in Control. If a Change in Control shall have occurred during the term of this AgreementAgreement and Executive’s employment is thereafter terminated, the Executive shall be entitled to the benefits provided in subsection 4(d) unless such termination is (A) because of the Executive's death ’s Death or Retirement, (B) by the Company WSI for Cause or Disability, or (C) by the Executive other than for Good Reason.

Termination Following Change in Control. If In the event of a Change in Control shall have occurred during of the term of this AgreementCompany, the Executive shall be entitled to the benefits provided in subsection 4(d) Section 4 hereof upon subsequent termination of the Employment during the term of this Agreement unless such termination is (A) because of the Executive's death or Retirement, (B) by the Company for Cause or Disability, Disability or (C) by the Executive other than for Good Reason.

Termination Following Change in Control. If a Change in Control shall have occurred during the term of while this AgreementAgreement is in effect, the Executive shall be entitled to the benefits provided in subsection 4(d) unless such termination is (A) because of the Executive's death or Retirement, (B) by the Company WSI for Cause or Disability, or (C) by the Executive other than for Good Reason.

Termination Following Change in Control. If a Change in Control shall have occurred and the Executive's employment is terminated during the term of this Agreement, the Executive shall be entitled to the benefits provided in subsection 4(d) unless such termination is (A) because of the Executive's death or Retirement, (B) by the Company HDI for Cause or Disability, or (C) by the Executive other than for Good Reason.

Termination Following Change in Control. If a Change in Control shall have occurred during the term of and Executive is thereafter terminated while this AgreementAgreement is in effect, the Executive shall be entitled to the benefits provided in subsection 4(d) unless such termination is (A) because of the Executive's death or Retirement’s death, (B) by the Company for Cause or Disability, or (C) by the Executive other than for Good Reason.

Termination Following Change in Control. If In the event of a Change in Control shall have occurred during of the term of this AgreementCompany, the Executive shall be entitled to the benefits provided in subsection 4(d) Section 4 hereof upon subsequent termination of the Employment during the term of this Agreement unless such termination is (A) because of the Executive's ’s death or Retirement, (B) by the Company for Cause or Disability, Disability or (C) by the Executive other than for Good Reason.

Termination Following Change in Control. If any of the events constituting a Change in Control of the Company shall have occurred during the term of this Agreementoccurred, the Executive shall be entitled to the benefits provided in subsection 4(dSubsection 4(c) below upon the subsequent termination of his employment unless such termination is is: (Aa) because of the Executive's ’s death or Retirement, Disability; (Bb) by the Company for Cause or Disability, or Cause; or (Cc) by the Executive other than for Good Reason.

Termination Following Change in Control. If a Change in Control shall --------------------------------------- have occurred during the term of this Agreement, the Executive shall be entitled to the benefits provided in subsection 4(d) unless such termination is (A) because of the Executive's death or Retirementdeath, (B) by the Company for Cause or Disability, or (C) by the Executive other than for Good Reason.

Termination Following Change in Control. If a Change in Control shall have occurred during the term of this Agreementoccurred, the Executive shall immediately be entitled to the benefits provided set forth below in subsection 4(d) this Section 4(f), unless such termination or notification is (A) because of the Executive's death or Retirement, (B) as a result of a Notice of Termination given by the Company Employer for Cause or Disability, or (C) by the Executive for other than for Good Reason.

Termination Following Change in Control. If a Change in Control shall have occurred during the term of this Agreement, the The Executive shall be entitled to the benefits compensation provided in subsection 4(d) Section 4 hereof upon the termination of the Executive's employment with the Company during the Term of this Agreement and after a Change in Control unless such termination is as a result of (Ai) because of the Executive's death or Retirementdeath, (Bii) the Executive's Disability, (iii) termination by the Company for Cause or DisabilityCause, or (Civ) termination by the Executive other than for Good Reason.. As used in this Agreement, the following terms shall have the following meanings: