Common use of Termination in Connection with a Change in Control Clause in Contracts

Termination in Connection with a Change in Control. In the event of a termination of Executive’s employment by the Company without Cause or by Executive for Good Reason or notice by the Company of non-renewal of this Agreement, all within 365 days of a consummation of a Change in Control of VRI and provided that Executive and the Company execute (and, if applicable, thereafter not revoke) the Mutual Release, Executive shall be entitled to receive (i) Executive’s then-current Base Salary through the effective date of such termination or non-renewal, (ii) a Pro-Rated Bonus, (iii) a lump sum payment equal to twelve (12) months of Executive’s then current Base Salary plus an amount equal to the cash bonus paid to Executive in the prior calendar year, payable no later than the date that is two and a half months following the calendar year in which such termination or non-renewal occurs, and (iv) to the extent not already vested, full vesting of any RSUs, SARs or other equity awards (including, but not limited to performance share options) held by Executive whether granted to Executive pursuant to this Agreement or otherwise. For purposes of this Agreement, “Change in Control” shall mean an event or series of events by which: (A) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent, or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of 35% or more of the equity securities of VRI entitled to vote for members of the Board or equivalent governing body of VRI on a fully-diluted basis; or (B) during any period of twenty four (24) consecutive months, a majority of the members of the Board or other equivalent governing body of VRI cease to be composed of individuals (1) who were members of that Board or equivalent governing body on the first day of such period, (2) whose election or nomination to that Board or equivalent governing body was approved by individuals referred to in clause (1) above constituting at the time of such election or nomination at least a majority of that Board or equivalent governing body, or (3) whose election or nomination to that Board or other equivalent governing body was approved by individuals referred to in clauses (1) and (2) above constituting at the time of such election or nomination at least a majority of that Board or equivalent governing body (excluding, in the case of both clause (2) and clause (3), any individual whose initial nomination for, or assumption of office as, a member of that Board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board); or (C) any person or two or more persons acting in concert shall have acquired, by contract or otherwise, control over the equity securities of VRI entitled to vote for members of the Board or equivalent governing body of VRI on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) representing 51% or more of the combined voting power of such securities; or (D)VRI sells or transfers (other than by mortgage or pledge) all or substantially all of its properties and assets to, another “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act).

Termination in Connection with a Change in Control. In the event of a termination of Executive’s employment by the Company without Cause or by Executive for Good Reason or notice by the Company of non-renewal of this Agreement, all within 365 days of a consummation of a Change in Control of VRI the Company and provided that Executive and the Company execute (and, if applicable, thereafter not revoke) the Mutual Release, Executive shall be entitled to receive (i) Executive’s then-current Base Salary through the effective date of such termination or non-renewal, (ii) a Pro-Rated Bonus, (iii) a lump sum payment equal to twelve twenty-four (1224) months of Executive’s then current Base Salary plus an amount equal to the cash bonus paid to Executive in the prior calendar year, payable no later than the date that is two and a half months following the calendar year in which such termination or non-renewal occurs, and (iv) to the extent not already vested, full vesting of any RSUs, SARs or other equity awards (including, but not limited to performance share options) held by Executive whether granted to Executive pursuant to this Agreement or otherwiseall Unvested Equity Grants. For purposes of this Agreement, “Change in Control” shall mean an event or series of events by which: (A) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent, or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of 35% or more of the equity securities of VRI the Company entitled to vote for members of the Board or equivalent governing body of VRI the Company on a fully-diluted basis; or (B) during any period of twenty four (24) consecutive months, a majority of the members of the Board or other equivalent governing body of VRI the Company cease to be composed of individuals (1) who were members of that Board or equivalent governing body on the first day of such period, (2) whose election or nomination to that Board or equivalent governing body was approved by individuals referred to in clause (1) above constituting at the time of such election or nomination at least a majority of that Board or equivalent governing body, or (3) whose election or nomination to that Board or other equivalent governing body was approved by individuals referred to in clauses (1) and (2) above constituting at the time of such election or nomination at least a majority of that Board or equivalent governing body (excluding, in the case of both clause (2) and clause (3), any individual whose initial nomination for, or assumption of office as, a member of that Board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board); or (C) any person or two or more persons acting in concert shall have acquired, by contract or otherwise, control over the equity securities of VRI the Company entitled to vote for members of the Board or equivalent governing body of VRI the Company on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) representing 51% or more of the combined voting power of such securities; or (D)VRI D)the Company sells or transfers (other than by mortgage or pledge) all or substantially all of its properties and assets to, another “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act).

Termination in Connection with a Change in Control. In For purposes of this Section 7.5, a “Change in Control” shall have the event of meaning described to such term in Employer’s 2000 Long-Term Incentive Plan. If a termination of ExecutiveChange in Control occurs during the Term, and if, during the Term and within two years after the date on which the Change in Control occurs, Employee’s employment is terminated by the Company Employer without Cause or by Executive Employee for Good Reason or notice by the Company of non-renewal of this AgreementReason, all within 365 days of a consummation of a Change in Control of VRI and provided that Executive and the Company execute (and, if applicable, thereafter not revoke) the Mutual Release, Executive shall then Employee will be entitled to receive (i) Executive’s then-current Base Salary through the effective date of such payments and benefits, at the same times, described in Section 7.2 for a termination or non-renewalby Employer without Cause. In addition, (ii) a Pro-Rated Bonus, (iii) a lump sum payment equal to twelve (12) months of Executive’s then current Base Salary plus an amount equal to the cash bonus paid to Executive in the prior calendar year, payable no later than the date that is two and a half months following the calendar year in which such termination or non-renewal occurs, and (iv) to the extent not already vestedthat any payment or distribution of any type to or for Employee by Employer (which for purposes of this Section 7.5 includes any parent, full subsidiary or affiliate of Employer), whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (including, without limitation, any accelerated vesting of any RSUs, SARs stock options or other equity awards (including, but not limited to performance share options) held by Executive whether based on Employer stock granted to Executive pursuant to this Agreement or otherwise. For purposes of this Agreement) (collectively, the “Change in Control” shall mean an event Total Payments”) is or series of events by which: will be subject to the excise tax (A“Excise Tax”) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) imposed under Section 4999 of the Securities Exchange Act Internal Revenue Code of 19341986, as amended (the “Exchange ActCode”) (or any successor to such Section), but excluding Employer shall pay to Employee, prior to the time any employee benefit plan Excise Tax is payable with respect to any of such person Total Payments (through withholding or otherwise), an additional amount (a “Gross-Up Payment”) that, after the imposition of all income, employment, excise and other taxes, penalties and interest thereon, is equal to the sum of (i) the Excise Tax on such Total Payments plus (ii) any penalty and interest assessments associated with such Excise Tax. The determination of whether any portion of the Total Payments is subject to an Excise Tax and, if so, the amount and time of any Gross-Up Payment pursuant to this Section 7.5, shall be made by an independent auditor (the “Auditor”) jointly selected by Employee and Employer and paid by Employer. If Employee and Employer cannot agree on the firm to serve as the Auditor, then they shall each select an accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Unless Employee agrees otherwise in writing, the Auditor shall be a nationally recognized United States public accounting firm that has not during the two years preceding the date of its subsidiariesselection, acted in any way on behalf of Employer. Employee and Employer shall cooperate with each other in connection with any proceeding or claim relating to the existence or amount of any liability for Excise Tax. All expenses relating to any such proceeding or claim (including attorneys’ fees and other expenses incurred by Employee in connection therewith) shall be paid by Employer promptly upon demand by Employee, and any person or entity acting in its capacity as trustee, agent, or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 payment shall be subject to a Gross-Up Payment under the Exchange Act), directly or indirectly, of 35% or more of the equity securities of VRI entitled to vote for members of the Board or equivalent governing body of VRI on a fully-diluted basis; or (B) during any period of twenty four (24) consecutive months, a majority of the members of the Board or other equivalent governing body of VRI cease to be composed of individuals (1) who were members of that Board or equivalent governing body on the first day of such period, (2) whose election or nomination to that Board or equivalent governing body was approved by individuals referred to in clause (1) above constituting at the time of such election or nomination at least a majority of that Board or equivalent governing body, or (3) whose election or nomination to that Board or other equivalent governing body was approved by individuals referred to in clauses (1) and (2) above constituting at the time of such election or nomination at least a majority of that Board or equivalent governing body (excluding, this Section 7.5 in the case of both clause (2) and clause (3), any individual whose initial nomination for, or assumption of office as, a member of event that Board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or Employee is subject to Excise Tax on behalf of the Board); or (C) any person or two or more persons acting in concert shall have acquired, by contract or otherwise, control over the equity securities of VRI entitled to vote for members of the Board or equivalent governing body of VRI on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) representing 51% or more of the combined voting power of such securities; or (D)VRI sells or transfers (other than by mortgage or pledge) all or substantially all of its properties and assets to, another “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act)it.

Termination in Connection with a Change in Control. In the event of a termination of Executive’s employment by the Company without Cause or by Executive for Good Reason or notice by the Company of non-renewal of this Agreement, all within 365 days of a consummation of a Change in Control of VRI the Company and provided that Executive and the Company execute (and, if applicable, thereafter not revoke) the Mutual Release, Executive shall be entitled to receive (i) Executive’s then-current Base Salary through the effective date of such termination or non-renewal, (ii) a Pro-Rated Bonus, (iii) a lump sum payment equal to twelve (12) months of Executive’s then current Base Salary plus an amount equal to the cash bonus paid to Executive in the prior calendar year, payable no later than the date that is two and a half months following the calendar year in which such termination or non-renewal occurs, and (iv) to the extent not already vested, full vesting of any RSUs, SARs or other equity awards (including, but not limited to performance share options) held by Executive whether granted to Executive pursuant to this Agreement or otherwise. For purposes of this Agreement, “Change in Control” shall mean an event or series of events by which: (A) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent, or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of 35% or more of the equity securities of VRI the Company entitled to vote for members of the Board or equivalent governing body of VRI the Company on a fully-diluted basis; or (B) during any period of twenty four (24) consecutive months, a majority of the members of the Board or other equivalent governing body of VRI the Company cease to be composed of individuals (1) who were members of that Board or equivalent governing body on the first day of such period, (2) whose election or nomination to that Board or equivalent governing body was approved by individuals referred to in clause (1) above constituting at the time of such election or nomination at least a majority of that Board or equivalent governing body, or (3) whose election or nomination to that Board or other equivalent governing body was approved by individuals referred to in clauses (1) and (2) above constituting at the time of such election or nomination at least a majority of that Board or equivalent governing body (excluding, in the case of both clause (2) and clause (3), any individual whose initial nomination for, or assumption of office as, a member of that Board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board); or (C) any person or two or more persons acting in concert shall have acquired, by contract or otherwise, control over the equity securities of VRI the Company entitled to vote for members of the Board or equivalent governing body of VRI the Company on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) representing 51% or more of the combined voting power of such securities; or (D)VRI D)the Company sells or transfers (other than by mortgage or pledge) all or substantially all of its properties and assets to, another “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act).

Termination in Connection with a Change in Control. In For purposes of this Section 7.5, a “Change in Control” shall have the event of meaning ascribed to such term in Employer’s 2000 Long-Term Incentive Plan and shall also have the meaning ascribed to the term “Corporate Transaction” in Employer’s 2008 Stock Incentive Plan, as each such Plan may be amended from time to time. If a termination of ExecutiveChange in Control occurs during the Term, and if, during the Term and within two years after the date on which the Change in Control occurs, Employee’s employment is terminated by the Company Employer without Cause or by Executive Employee for Good Reason or notice by the Company of non-renewal of this AgreementReason, all within 365 days of a consummation of a Change in Control of VRI and provided that Executive and the Company execute (and, if applicable, thereafter not revoke) the Mutual Release, Executive shall then Employee will be entitled to receive (i) Executive’s then-current Base Salary through the effective date of such payments and benefits, at the same times, described in Section 7.2 for a termination or non-renewalby Employer without Cause. In addition, (ii) a Pro-Rated Bonus, (iii) a lump sum payment equal to twelve (12) months of Executive’s then current Base Salary plus an amount equal to the cash bonus paid to Executive in the prior calendar year, payable no later than the date that is two and a half months following the calendar year in which such termination or non-renewal occurs, and (iv) to the extent not already vestedthat any payment or distribution of any type to or for Employee by Employer (which for purposes of this Section 7.5 includes any parent, full subsidiary or affiliate of Employer), whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (including, without limitation, any accelerated vesting of any RSUs, SARs stock options or other equity awards (including, but not limited to performance share options) held by Executive whether based on Employer stock granted to Executive pursuant to this Agreement or otherwise. For purposes of this Agreement) (collectively, the “Change in Control” shall mean an event Total Payments”) is or series of events by which: will be subject to the excise tax (A“Excise Tax”) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) imposed under Section 4999 of the Securities Exchange Act Internal Revenue Code of 19341986, as amended (the “Exchange ActCode”) (or any successor to such Section), but excluding Employer shall pay to Employee, prior to the time any employee benefit plan Excise Tax is payable with respect to any of such person Total Payments (through withholding or otherwise), an additional amount (a “Gross-Up Payment”) that, after the imposition of all income, employment, excise and other taxes, penalties and interest thereon, is equal to the sum of (i) the Excise Tax on such Total Payments plus (ii) any penalty and interest assessments associated with such Excise Tax. The determination of whether any portion of the Total Payments is subject to an Excise Tax and, if so, the amount and time of any Gross-Up Payment pursuant to this Section 7.5, shall be made by an independent auditor (the “Auditor”) jointly selected by Employee and Employer and paid by Employer. If Employee and Employer cannot agree on the firm to serve as the Auditor, then they shall each select an accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Unless Employee agrees otherwise in writing, the Auditor shall be a nationally recognized United States public accounting firm that has not during the two years preceding the date of its subsidiariesselection, acted in any way on behalf of Employer. Employee and Employer shall cooperate with each other in connection with any proceeding or claim relating to the existence or amount of any liability for Excise Tax. All expenses relating to any such proceeding or claim (including attorneys’ fees and other expenses incurred by Employee in connection therewith) shall be paid by Employer promptly upon demand by Employee, and any person or entity acting in its capacity as trustee, agent, or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 payment shall be subject to a Gross-Up Payment under the Exchange Act), directly or indirectly, of 35% or more of the equity securities of VRI entitled to vote for members of the Board or equivalent governing body of VRI on a fully-diluted basis; or (B) during any period of twenty four (24) consecutive months, a majority of the members of the Board or other equivalent governing body of VRI cease to be composed of individuals (1) who were members of that Board or equivalent governing body on the first day of such period, (2) whose election or nomination to that Board or equivalent governing body was approved by individuals referred to in clause (1) above constituting at the time of such election or nomination at least a majority of that Board or equivalent governing body, or (3) whose election or nomination to that Board or other equivalent governing body was approved by individuals referred to in clauses (1) and (2) above constituting at the time of such election or nomination at least a majority of that Board or equivalent governing body (excluding, this Section 7.5 in the case of both clause (2) and clause (3), any individual whose initial nomination for, or assumption of office as, a member of event that Board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or Employee is subject to Excise Tax on behalf of the Board); or (C) any person or two or more persons acting in concert shall have acquired, by contract or otherwise, control over the equity securities of VRI entitled to vote for members of the Board or equivalent governing body of VRI on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) representing 51% or more of the combined voting power of such securities; or (D)VRI sells or transfers (other than by mortgage or pledge) all or substantially all of its properties and assets to, another “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act)it.

Termination in Connection with a Change in Control. In the event of a termination of Executive’s If Employee's employment hereunder is terminated by the Company without Cause (other than a termination due to Employee's death, Disability or by Executive for Good Reason or notice by the Company of non-renewal of this Agreement, all cause) within 365 days of a consummation of 12 months after a Change in Control of VRI and provided that Executive and Control, the Company execute (and, if applicable, thereafter not revoke) shall pay to the Mutual Release, Executive shall be entitled to receive (i) Executive’s then-current Base Salary through the effective date of such termination or non-renewal, (ii) a Pro-Rated Bonus, (iii) Employee a lump sum payment in cash within 15 days after the date of termination equal to twelve (12) months of Executive’s one times the then current Annual Base Salary Salary, plus an amount equal the benefits referenced in section 7(b) (2) and (3). Any outstanding options granted to Employee pursuant to the cash bonus paid to Executive in the prior calendar year, payable no later than the date that is two Company's 2005 Stock Plan (or any successor plan) shall fully vest and a half months following the calendar year in which such termination or non-renewal occurs, and (iv) to the extent not already vested, full vesting of any RSUs, SARs or other equity awards (including, but not limited to performance share options) held by Executive whether granted to Executive pursuant to this Agreement or otherwisebecome immediately exercisable. For the purposes of this Agreement, “a "Change in Control” " shall mean mean: (i) The acquisition by an event individual, entity or series group (within the meaning of events by which: (ASection 13(d)(3) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) after the date of this Agreement of more than 50% of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, but excluding however, that for purposes of this paragraph, the following acquisitions shall not constitute a Change in Control: (1) Any acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or by any corporation controlled by the Company; (4) any acquisition pursuant to a transaction which satisfies the criteria set forth in clauses (A) and (B) of such person paragraph (ii) below; or its subsidiaries(5) any acquisition by Xxxx X. Xxxxxxx or his siblings, and any person or entity acting in its capacity as trustee, agent, or other fiduciary or administrator of any such plan) becomes the “beneficial owner” Permitted Transferee (as defined in Rules 13d-3 the Company's Amended and 13d-5 under Restated Certificate of Incorporation as in effect as of the Exchange Actdate of this Agreement) of Xxxx X. Xxxxxxx or his siblings, any Person controlled by any such Person(s) or any group of which any such Person is a member (any of the Persons described in this clause 5 being referred to as an "Excluded Person"); or (ii) Consummation by the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company, other than with or to an Excluded Person (a "Business Combination"), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, of 35more than 40% or more of the equity combined voting power of the then outstanding voting securities of VRI entitled to vote for members generally in the election of directors of the Board corporation or equivalent governing body of VRI on a fully-diluted basis; or other entity resulting from such Business Combination and (B) during no Person (excluding any period of twenty four Excluded Person, any corporation or other entity resulting from such Business Combination or any employee benefit plan (24or related trust) consecutive months, a majority of the members of the Board Company or such corporation or other equivalent governing body of VRI cease to be composed of individuals (1entity resulting from such Business Combination) who were members of that Board beneficially owns, directly or equivalent governing body on the first day of such periodindirectly, (2) whose election or nomination to that Board or equivalent governing body was approved by individuals referred to in clause (1) above constituting at the time of such election or nomination at least a majority of that Board or equivalent governing body, or (3) whose election or nomination to that Board or other equivalent governing body was approved by individuals referred to in clauses (1) and (2) above constituting at the time of such election or nomination at least a majority of that Board or equivalent governing body (excluding, in the case of both clause (2) and clause (3), any individual whose initial nomination for, or assumption of office as, a member of that Board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board); or (C) any person or two or more persons acting in concert shall have acquired, by contract or otherwise, control over the equity securities of VRI entitled to vote for members of the Board or equivalent governing body of VRI on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) representing 5150% or more of the combined voting power of the then outstanding voting securities of such securities; corporation or (D)VRI sells or transfers (other than by mortgage or pledge) all or substantially all of its properties and assets to, another “person” or “group” (as business entity resulting from such terms are used in Sections 13(d) and 14(d) of the Exchange Act)Business Combination.

Termination in Connection with a Change in Control. In the event of a termination of Executive’s 's employment by the Company without Cause or by Executive for Good Reason or notice by the Company of non-renewal of this Agreement, all within 365 one hundred eighty (180) days of a consummation of a Change in Control of VRI the Company and provided that Executive and the Company execute (and, if applicable, thereafter not revoke) the Mutual Release, Executive shall be entitled to receive (i) Executive’s 's then-current Base Salary through the effective date of such termination or non-renewal, (ii) if entitled to receive a bonus as may be determined by the Executive Employment Agreement – Xxxxxxx X. Xxxxxxx Peak Resorts, Inc. 4 Compensation Committee or Board of Directors of the Company, a Pro-Rated Bonus, (iii) a lump sum payment equal to twelve thirty (1230) months of Executive’s 's then current Base Salary plus an amount equal to the cash bonus paid to Executive in the prior calendar year, if any, payable no later than seventy five (75) days after the effective date that is two and a half months following the calendar year in which of such termination or non-renewal occurs, and (iv) to the extent not already vested, full vesting of any RSUsall Unvested Equity Grants, SARs or other equity awards (including, but not limited to performance share options) held by Executive whether granted to Executive pursuant to this Agreement or otherwiseif any. For purposes of this Agreement, “Change in Control” shall mean an event or series of events by which: : (A) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent, or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of 3551% or more of the equity securities of VRI the Company entitled to vote for members of the Board or equivalent governing body of VRI the Company on a fully-diluted basis; or ; (B) a majority of members of the Company’s Board of Directors is replaced during any twelve (12) month period by members of twenty four (24) consecutive months, the Board of Directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board or other equivalent governing body of VRI cease Directors prior to be composed of individuals (1) who were members of that Board or equivalent governing body on the first day of such period, (2) whose election or nomination to that Board or equivalent governing body was approved by individuals referred to in clause (1) above constituting at the time of such election or nomination at least a majority of that Board or equivalent governing body, or (3) whose election or nomination to that Board or other equivalent governing body was approved by individuals referred to in clauses (1) and (2) above constituting at the time of such election or nomination at least a majority of that Board or equivalent governing body (excluding, in the case of both clause (2) and clause (3), any individual whose initial nomination for, or assumption of office as, a member of that Board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf date of the Board); appointment or election; (C) any person or two or more persons acting in concert shall have acquired, by contract or otherwise, control over the equity securities of VRI the Company entitled to vote for members of the Board or equivalent governing body of VRI the Company on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) representing 51% or more of the combined voting power of such securities; or or (D)VRI D) the Company sells or transfers (other than by mortgage or pledge) all or substantially all of its properties and assets to, another “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act).

Termination in Connection with a Change in Control. In If the event of a termination of Executive’s Employee's employment hereunder is terminated (x) by the Company without Cause (other than a termination due to Employee's death, Disability or for cause) within 12 months after a Change in Control, or (y) by Executive the Employee for Good Reason or notice by the Company of non-renewal of this Agreement, all within 365 days of a consummation of 12 months after a Change in Control of VRI and provided that Executive and Control, then (1) the Company execute shall pay to the Employee a lump sum in cash within 15 days after the effective date of termination equal to one (and1) times the then current Annual Base Salary, if applicableplus the benefits referenced in section 7(b)(ii), thereafter not revoke(iii) the Mutual Release, Executive shall be entitled and (iv) and (2) immediately prior to receive (i) Executive’s then-current Base Salary through the effective date of such termination or non-renewaltermination, (ii) a Pro-Rated Bonus, (iii) a lump sum payment equal any outstanding options granted to twelve (12) months of Executive’s then current Base Salary plus an amount equal Employee pursuant to the cash bonus paid to Executive in the prior calendar year, payable no later than the date that is two Option Plan shall fully vest and a half months following the calendar year in which such termination or non-renewal occurs, and (iv) to the extent not already vested, full vesting of any RSUs, SARs or other equity awards (including, but not limited to performance share options) held by Executive whether granted to Executive pursuant to this Agreement or otherwisebecome immediately exercisable. For the purposes of this Agreement, “a "Change in Control” " shall mean an event mean: (i) the acquisition by any individual or series entity, or by any "group" or "person" (within the meaning of events by which: (ASection 13(d)(3) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")) (an individual or entity or any such group or person, a "Person"), but excluding of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) after the date of this Agreement of 50% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this paragraph (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company; (2) any acquisition by the Company or by any entity controlled by the Company; (3) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or by any entity controlled by the Company; (4) any acquisition pursuant to a transaction which satisfies the criteria set forth in clauses (A), (B) and (C) of such person paragraph (iii) below; or its subsidiaries(5) any acquisition by Xxxx X. Xxxxxxx or his siblings, and any person or entity acting in its capacity as trustee, agent, or other fiduciary or administrator of any such plan) becomes the “beneficial owner” Permitted Transferee (as defined in Rules the Company's Amended and Restated Certificate of Incorporation as in effect as of the date of this Agreement) of Xxxx X. Xxxxxxx or his siblings, any Person controlled by any such Person(s) or any group of which any such Person is a member (any of the Persons described in this clause 5 being referred to as an "Excluded Person"); or (ii) individuals who, as of the date of this Agreement, constitute the Board (the "Incumbent Board"), cease for any reason to constitute at least a majority of the Board, other than in connection with a transaction between or among the Company and any Excluded Person(s) (an "Excluded Transaction"); provided, however, that any individual becoming a director after the date of this Agreement whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least the majority of the directors then comprising the Incumbent Board (other than such an individual becoming a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) shall be considered for all purposes of this definition of "Change in Control" as though such individual were a member of the Incumbent Board; or (iii) consummation by the Company of a merger or consolidation other than a merger or consolidation constituting an Excluded Transaction (a "Business Combination"), unless, immediately following consummation of such Business Combination, (A) the Outstanding Company Voting Securities immediately prior to consummation of such Business Combination continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity in such Business Combination, or of the ultimate parent entity of such surviving entity if such surviving entity has any direct or indirect parent entities immediately following consummation of such Business Combination) more than 40% of the combined voting power of the then outstanding securities or other interests entitled to vote generally in the election of directors or other governing body of such surviving entity (or of the ultimate parent entity of such surviving entity if such surviving entity has any direct or indirect parent entities immediately following consummation of such Business Combination); (B) no Person (excluding any (1) Excluded Person, (2) direct or indirect parent entity of the surviving entity in such Business Combination and (3) employee benefit plan (or related trust) of the Company (including the Company as the surviving entity in such Business Combination) or of any subsidiary of the Company) beneficially owns (within the meaning of Rule 13d-3 and 13d-5 promulgated under the Exchange Act), directly or indirectly, of 35% or more of the equity securities of VRI entitled to vote for members of the Board or equivalent governing body of VRI on a fully-diluted basis; or (B) during any period of twenty four (24) consecutive months, a majority of the members of the Board or other equivalent governing body of VRI cease to be composed of individuals (1) who were members of that Board or equivalent governing body on the first day of such period, (2) whose election or nomination to that Board or equivalent governing body was approved by individuals referred to in clause (1) above constituting at the time of such election or nomination at least a majority of that Board or equivalent governing body, or (3) whose election or nomination to that Board or other equivalent governing body was approved by individuals referred to in clauses (1) and (2) above constituting at the time of such election or nomination at least a majority of that Board or equivalent governing body (excluding, in the case of both clause (2) and clause (3), any individual whose initial nomination for, or assumption of office as, a member of that Board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board); or (C) any person or two or more persons acting in concert shall have acquired, by contract or otherwise, control over the equity securities of VRI entitled to vote for members of the Board or equivalent governing body of VRI on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) interests representing 5150% or more of the combined voting power of the outstanding securities or other interests entitled to vote generally in the election of directors or other governing body of such securitiessurviving entity (or of the ultimate parent entity of such surviving entity if such surviving entity has any direct or indirect parent entities immediately following consummation of such Business Combination); and (C) at least half of the members of the board of directors or other governing body such of surviving entity (D)VRI sells or transfers of the ultimate parent entity of such surviving entity if such surviving entity has any direct or indirect parent entities immediately following consummation of such Business Combination) were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or (other than iv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or consummation of the sale or disposition by mortgage or pledge) the Company of all or substantially all of its properties and the Company's assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to, another “person” to an entity or “group” an entity at least 60% of the combined voting power of the voting securities of which are beneficially owned (as such terms are used in Sections 13(d) and 14(d) within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of Outstanding Company Voting Securities immediately prior to such sale. As used in the foregoing definition of "Change of Control," "control" or "controlled" shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended.

Termination in Connection with a Change in Control. In (i) if, in anticipation of or within the event of a termination of Executive’s employment by the Company without Cause or by Executive for Good Reason or notice by the Company of non-renewal of this Agreement, all within 365 days of a consummation of 24 month period following a Change in Control of VRI and provided that Executive and (as defined below), the Executive's employment is terminated by the Company execute (andfor any reason other than Cause or Disability or by the Executive for Good Reason, if applicable, thereafter not revoke) the Mutual Release, Executive shall receive the payments and benefits described in subsection 5(a), except that the payment described in section 5(a)(iii) shall be entitled equal to receive 100% of the amounts described in (ix) and (y) thereof, the continuation period described in section 5(a)(iv) shall be one (1) years, regardless of how long the Executive has been employed, and all of the Executive’s then's outstanding equity-current Base Salary through based awards shall become fully vested on the effective date Date of such termination or non-renewal, Termination. (ii) a Pro-Rated Bonus, (iii) a lump sum payment equal to twelve (12) months of Executive’s then current Base Salary plus an amount equal to the cash bonus paid to Executive in the prior calendar year, payable no later than the date that is two and a half months following the calendar year in which such termination or non-renewal occurs, and (iv) to the extent not already vested, full vesting of any RSUs, SARs or other equity awards (including, but not limited to performance share options) held by Executive whether granted to Executive pursuant to this Agreement or otherwise. For purposes of this Agreement, “the term "Change in Control” shall mean an event or series " means the occurrence of events by which: any of the following events: (A) any “"person” or “group” " (as within the meaning ascribed to such terms are used term in Sections 13(d) and 14(dSection 3(a)(9) of the Securities Exchange Act of 1934, as amended from time to time (the “"Exchange Act”") and used in Sections 13(d) and 14(d) thereof, including a "group" as used in Section 13 (d) thereof), but excluding other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agentthe Company, or other fiduciary any corporation owned directly or administrator indirectly by the stockholders of any such planthe Company in substantially the same proportion as the ownership of stock of the Company, (a "Person") becomes that is not on the “Effective Date the "beneficial owner” " (as defined in Rules Rule 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of 35% or more securities of the equity securities of VRI entitled to vote for members of the Board or equivalent governing body of VRI on a fully-diluted basis; or (B) during any period of twenty four (24) consecutive months, a majority of the members of the Board or other equivalent governing body of VRI cease to be composed of individuals (1) who were members of that Board or equivalent governing body on the first day of such period, (2) whose election or nomination to that Board or equivalent governing body was approved by individuals referred to in clause (1) above constituting at the time of such election or nomination at least a majority of that Board or equivalent governing body, or (3) whose election or nomination to that Board or other equivalent governing body was approved by individuals referred to in clauses (1) and (2) above constituting at the time of such election or nomination at least a majority of that Board or equivalent governing body (excluding, in the case of both clause (2) and clause (3), any individual whose initial nomination for, or assumption of office as, a member of that Board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or Company representing more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board); or (C) any person or two or more persons acting in concert shall have acquired, by contract or otherwise, control over the equity securities of VRI entitled to vote for members of the Board or equivalent governing body of VRI on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) representing 5120% or more of the combined voting power of such the Company's then outstanding securities becomes after the Effective Date the beneficial owner, directly or indirectly, of securities of the Company representing more than 20% of the combined voting power of the Company's then outstanding securities; ; (B) individuals who, as of the Effective Date, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of the Company, provided that any person becoming a director subsequent to the date hereof whose election, or (D)VRI sells or transfers 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 by mortgage an election or pledgenomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company) all shall be, for purposes of this definition, considered as though such person were a member of the Incumbent Board; (C) consummation of a merger, consolidation, reorganization, share exchange or substantially all of its properties and assets to, another “person” or “group” similar transaction (as such terms are used in Sections 13(d) and 14(da "Transaction") of the Exchange Act)Company with any other entity, other than (I) a Transaction that would result in the voting securities of the Company outstanding immediately prior thereto directly or indirectly continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or a parent company) more than 80% of the combined voting power of the voting securities of the Company or such surviving entity or parent company outstanding immediately after such Transaction or (II) a Transaction effected to implement a recapitalization of the Company (or similar transaction) in which no Person acquires more than 20% of the combined voting power of the Company's then outstanding securities; (D) the sale, transfer or other disposition (in one transaction or a series of related transactions) of more than 50% of the operating assets of the Company; or (E) the approval by the shareholders of a plan or proposal for the liquidation or dissolution of the Company.

Termination in Connection with a Change in Control. In If the event of a termination of Executive’s Employee's employment hereunder is terminated (x) by the Company without Cause (other than a termination due to Employee's death, Disability or for cause) within 12 months after a Change in Control, or (y) by Executive the Employee for Good Reason or notice by the Company of non-renewal of this Agreement, all within 365 days of a consummation of 12 months after a Change in Control of VRI and provided that Executive and Control, then (1) the Company execute shall pay to the Employee a lump sum in cash within 15 days after the effective date of termination equal to one (and1) times the then current Annual Base Salary, if applicableplus the benefits referenced in section 7(b)(ii), thereafter not revoke(iii) the Mutual Release, Executive shall be entitled and (iv) and (2) immediately prior to receive (i) Executive’s then-current Base Salary through the effective date of such termination or non-renewaltermination, (ii) a Pro-Rated Bonus, (iii) a lump sum payment equal any outstanding options granted to twelve (12) months of Executive’s then current Base Salary plus an amount equal Employee pursuant to the cash bonus paid to Executive in the prior calendar year, payable no later than the date that is two Option Plan shall fully vest and a half months following the calendar year in which such termination or non-renewal occurs, and (iv) to the extent not already vested, full vesting of any RSUs, SARs or other equity awards (including, but not limited to performance share options) held by Executive whether granted to Executive pursuant to this Agreement or otherwisebecome immediately exercisable. For the purposes of this Agreement, “a "Change in Control” " shall mean an event mean: (i) the acquisition by any individual or series entity, or by any "group" or "person" (within the meaning of events by which: (ASection 13(d)(3) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")) (an individual or entity or any such group or person, a "Person"), but excluding of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) after the date of this Agreement of 50% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this paragraph (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company; (2) any acquisition by the Company or by any entity controlled by the Company; (3) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or by any entity controlled by the Company; (4) any acquisition pursuant to a transaction which satisfies the criteria set forth in clauses (A), (B) and (C) of such person paragraph (iii) below; or its subsidiaries(5) any acquisition by Kxxx X. Xxxxxxx or his siblings, and any person or entity acting in its capacity as trustee, agent, or other fiduciary or administrator of any such plan) becomes the “beneficial owner” Permitted Transferee (as defined in Rules the Company's Amended and Restated Certificate of Incorporation as in effect as of the date of this Agreement) of Kxxx X. Xxxxxxx or his siblings, any Person controlled by any such Person(s) or any group of which any such Person is a member (any of the Persons described in this clause 5 being referred to as an "Excluded Person"); or (ii) individuals who, as of the date of this Agreement, constitute the Board (the "Incumbent Board"), cease for any reason to constitute at least a majority of the Board, other than in connection with a transaction between or among the Company and any Excluded Person(s) (an "Excluded Transaction") or by reason of death, retirement or voluntary resignation; provided, however, that any individual becoming a director after the date of this Agreement whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least the majority of the directors then comprising the Incumbent Board (other than such an individual becoming a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) shall be considered for all purposes of this definition of "Change in Control" as though such individual were a member of the Incumbent Board; or (iii) consummation by the Company of a merger or consolidation other than a merger or consolidation constituting an Excluded Transaction (a "Business Combination"), unless, immediately following consummation of such Business Combination, (A) the Outstanding Company Voting Securities immediately prior to consummation of such Business Combination continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity in such Business Combination, or of the ultimate parent entity of such surviving entity if such surviving entity has any direct or indirect parent entities immediately following consummation of such Business Combination) more than 40% of the combined voting power of the then outstanding securities or other interests entitled to vote generally in the election of directors or other governing body of such surviving entity (or of the ultimate parent entity of such surviving entity if such surviving entity has any direct or indirect parent entities immediately following consummation of such Business Combination); (B) no Person (excluding any (1) Excluded Person, (2) direct or indirect parent entity of the surviving entity in such Business Combination and (3) employee benefit plan (or related trust) of the Company (including the Company as the surviving entity in such Business Combination) or of any subsidiary of the Company) beneficially owns (within the meaning of Rule 13d-3 and 13d-5 promulgated under the Exchange Act), directly or indirectly, of 35% or more of the equity securities of VRI entitled to vote for members of the Board or equivalent governing body of VRI on a fully-diluted basis; or (B) during any period of twenty four (24) consecutive months, a majority of the members of the Board or other equivalent governing body of VRI cease to be composed of individuals (1) who were members of that Board or equivalent governing body on the first day of such period, (2) whose election or nomination to that Board or equivalent governing body was approved by individuals referred to in clause (1) above constituting at the time of such election or nomination at least a majority of that Board or equivalent governing body, or (3) whose election or nomination to that Board or other equivalent governing body was approved by individuals referred to in clauses (1) and (2) above constituting at the time of such election or nomination at least a majority of that Board or equivalent governing body (excluding, in the case of both clause (2) and clause (3), any individual whose initial nomination for, or assumption of office as, a member of that Board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board); or (C) any person or two or more persons acting in concert shall have acquired, by contract or otherwise, control over the equity securities of VRI entitled to vote for members of the Board or equivalent governing body of VRI on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) interests representing 5150% or more of the combined voting power of the outstanding securities or other interests entitled to vote generally in the election of directors or other governing body of such securitiessurviving entity (or of the ultimate parent entity of such surviving entity if such surviving entity has any direct or indirect parent entities immediately following consummation of such Business Combination); and (C) at least half of the members of the board of directors or other governing body of such surviving entity (D)VRI sells or transfers of the ultimate parent entity of such surviving entity if such surviving entity has any direct or indirect parent entities immediately following consummation of such Business Combination) were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or (other than iv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or consummation of the sale or disposition by mortgage or pledge) the Company of all or substantially all of its properties and the Company's assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to, another “person” to an entity or “group” an entity at least 60% of the combined voting power of the voting securities of which are beneficially owned (as such terms are used in Sections 13(d) and 14(d) within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of Outstanding Company Voting Securities immediately prior to such sale. As used in the foregoing definition of "Change of Control," "control" or "controlled" shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended.

Termination in Connection with a Change in Control. (a) In the event of a termination of the Executive’s employment with the Company is terminated by the Company without Cause or by if the Executive resigns for Good Reason or notice by during the Company of non-renewal of this Agreement, all within 365 days of a consummation of a Change in Control of VRI Period, in addition to the Severance Payment and provided that Executive and Severance Benefits payable under Section 9, (A) the Company execute will pay to the Executive an additional payment (andthe “Bonus Payment”), if applicable, thereafter not revokeequal to the greater of (x) the Mutual Release, bonus paid to the Executive shall be entitled for the full fiscal year immediately prior to receive (i) Executive’s then-current Base Salary through the effective date of the Change in Control, and (y) the bonus that Executive has accrued for the fiscal year in which the Change in Control occurred, with such termination or nonamount being annualized, and (B) Executive’s unvested Equity Awards will vest as of the date of termination. The Bonus will be paid in a lump-renewal, sum amount within twenty (ii20) a Pro-Rated Bonus, (iii) a lump sum payment equal to twelve (12) months days following the effective date of Executive’s then current Base Salary plus an amount equal to the cash bonus paid to Executive in the prior calendar year, payable no later than the date that is two and a half months following the calendar year in which such termination or non-renewal occurs, and of employment. (ivb) to the extent not already vested, full vesting of any RSUs, SARs or other equity awards (including, but not limited to performance share options) held by Executive whether granted to Executive pursuant to this Agreement or otherwise. For purposes of this Agreementthe Bonus Payment, “Change in Control” shall mean an event means (i) the acquisition, directly or series indirectly, by any individual, entity or group, or a Person (within the meaning of events by which: (ASection 13(d)(3) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d14(d)(2) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), but excluding any employee benefit plan ) of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent, or other fiduciary or administrator ownership of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of 3550% or more of either (a) the equity then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (b) the combined voting power of the then outstanding voting securities of VRI the Company entitled to vote for members generally in the election of directors (the “Outstanding Company Voting Securities”); (ii) individuals who, as the date hereof, constitute the Board or equivalent governing body of VRI on a fully-diluted basis; or (Bthe “Incumbent Board”) during cease for any period of twenty four (24) consecutive months, a majority of the members of the Board or other equivalent governing body of VRI cease reason to be composed of individuals (1) who were members of that Board or equivalent governing body on the first day of such period, (2) whose election or nomination to that Board or equivalent governing body was approved by individuals referred to in clause (1) above constituting at the time of such election or nomination constitute at least a majority of the Board; provided, however, that Board or equivalent governing bodyany individual becoming a director subsequent to the date hereof whose election, or (3) whose nomination for election or nomination to that Board or other equivalent governing body by the Company’s stockholders, was approved by individuals referred to in clauses (1) and (2) above constituting at the time a vote of such election or nomination at least a majority of that the directors then comprising the Incumbent Board or equivalent governing body (shall be considered as though such individual were a member of the Incumbent Board, but excluding, in as a member of the case of both clause (2) and clause (3)Incumbent Board, any such individual whose initial nomination for, or assumption of office as, a member of that Board or equivalent governing body occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of a Person other than the Board); or (Ciii) any person or two or more persons acting in concert shall have acquired, approval by contract or otherwise, control over the equity securities of VRI entitled to vote for members stockholders of the Board Company of a reorganization, merger or equivalent governing body consolidation, in each case, unless, following such reorganization, merger or consolidation, (x) more than 50% of, respectively, the then outstanding shares of VRI on a fully-diluted basis (common stock of the Company resulting from such reorganization, merger or consolidation and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) representing 51% or more of the combined voting power of the then outstanding voting securities of such securities; corporation entitled to vote generally in the election of directors is then beneficially owned, directly or (D)VRI sells or transfers (other than indirectly, by mortgage or pledge) all or substantially all of its properties the individuals and assets toentities who were the beneficial owners, another “person” or “group” (as such terms are used in Sections 13(d) and 14(d) respectively, of the Exchange Act)Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, and (y) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; (iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company; or (v) approval by the stockholders of the Company of the sale or other disposition of all or substantially all of the assets of the Company.

Termination in Connection with a Change in Control. In For purposes of this Section 7.5, a "Change in Control" shall have the event of meaning described to such term in Employer's 2000 Long-Term Incentive Plan. If a termination of Executive’s Change in Control occurs during the Term, and if, during the Term and within two years after the date on which the Change in Control occurs, Employee's employment is terminated by the Company Employer without Cause or by Executive Employee for Good Reason or notice by the Company of non-renewal of this AgreementReason, all within 365 days of a consummation of a Change in Control of VRI and provided that Executive and the Company execute (and, if applicable, thereafter not revoke) the Mutual Release, Executive shall then Employee will be entitled to receive (i) Executive’s then-current Base Salary through the effective date of such payments and benefits, at the same times, described in Section 7.2 for a termination or non-renewalby Employer without Cause. In addition, (ii) a Pro-Rated Bonus, (iii) a lump sum payment equal to twelve (12) months of Executive’s then current Base Salary plus an amount equal to the cash bonus paid to Executive in the prior calendar year, payable no later than the date that is two and a half months following the calendar year in which such termination or non-renewal occurs, and (iv) to the extent not already vestedthat any payment or distribution of any type to or for Employee by Employer (which for purposes of this Section 7.5 includes any parent, full subsidiary or affiliate of Employer), whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (including, without limitation, any accelerated vesting of any RSUs, SARs stock options or other equity awards (including, but not limited to performance share options) held by Executive whether based on Employer stock granted to Executive pursuant to this Agreement or otherwise. For purposes of this Agreement) (collectively, “Change in Control” shall mean an event the "Total Payments") is or series of events by which: will be subject to the excise tax (A"Excise Tax") any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) imposed under Section 4999 of the Securities Exchange Act Internal Revenue Code of 19341986, as amended (the “Exchange Act”"Code") (or any successor to such Section), but excluding Employer shall pay to Employee, prior to the time any employee benefit plan Excise Tax is payable with respect to any of such person Total Payments (through withholding or otherwise), an additional amount (a "Gross-Up Payment") that, after the imposition of all income, employment, excise and other taxes, penalties and interest thereon, is equal to the sum of (i) the Excise Tax on such Total Payments plus (ii) any penalty and interest assessments associated with such Excise Tax. The determination of whether any portion of the Total Payments is subject to an Excise Tax and, if so, the amount and time of any Gross-Up Payment pursuant to this Section 7.5, shall be made by an independent auditor (the "Auditor") jointly selected by Employee and Employer and paid by Employer. If Employee and Employer cannot agree on the firm to serve as the Auditor, then they shall each select an accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Unless Employee agrees otherwise in writing, the Auditor shall be a nationally recognized United States public accounting firm that has not during the two years preceding the date of its subsidiariesselection, acted in any way on behalf of Employer. Employee and Employer shall cooperate with each other in connection with any proceeding or claim relating to the existence or amount of any liability for Excise Tax. All expenses relating to any such proceeding or claim (including attorneys' fees and other expenses incurred by Employee in connection therewith) shall be paid by Employer promptly upon demand by Employee, and any person or entity acting in its capacity as trustee, agent, or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 payment shall be subject to a Gross-Up Payment under the Exchange Act), directly or indirectly, of 35% or more of the equity securities of VRI entitled to vote for members of the Board or equivalent governing body of VRI on a fully-diluted basis; or (B) during any period of twenty four (24) consecutive months, a majority of the members of the Board or other equivalent governing body of VRI cease to be composed of individuals (1) who were members of that Board or equivalent governing body on the first day of such period, (2) whose election or nomination to that Board or equivalent governing body was approved by individuals referred to in clause (1) above constituting at the time of such election or nomination at least a majority of that Board or equivalent governing body, or (3) whose election or nomination to that Board or other equivalent governing body was approved by individuals referred to in clauses (1) and (2) above constituting at the time of such election or nomination at least a majority of that Board or equivalent governing body (excluding, this Section 7.5 in the case of both clause (2) and clause (3), any individual whose initial nomination for, or assumption of office as, a member of event that Board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or Employee is subject to Excise Tax on behalf of the Board); or (C) any person or two or more persons acting in concert shall have acquired, by contract or otherwise, control over the equity securities of VRI entitled to vote for members of the Board or equivalent governing body of VRI on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) representing 51% or more of the combined voting power of such securities; or (D)VRI sells or transfers (other than by mortgage or pledge) all or substantially all of its properties and assets to, another “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act)it.

Termination in Connection with a Change in Control. In the event of a termination of Executive’s employment by the Company without Cause or by Executive for Good Reason or notice by the Company of non-renewal of this Agreement, all within 365 days of a consummation of a Change in Control of VRI and provided that Executive and the Company execute (and, if applicable, thereafter not revoke) the Mutual Release, Executive shall be entitled to receive (i) Executive’s then-current Base Salary through the effective date of such termination or non-renewal, (ii) a Pro-Rated Bonus, (iii) a lump sum payment equal to twelve (12) months of Executive’s then current Base Salary plus an amount equal to the cash bonus paid to Executive in the prior calendar year], payable no later than the date that is two and a half months following the calendar year in which such termination or non-renewal occurs, and (iv) to the extent not already vested, full vesting of any RSUs, SARs or other equity awards (including, but not limited to performance share options) held by Executive whether granted to Executive pursuant to this Agreement or otherwise. For purposes of this Agreement, “Change in Control” shall mean an event or series of events by which: (A) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent, or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of 35% or more of the equity securities of VRI entitled to vote for members of the Board or equivalent governing body of VRI on a fully-diluted basis; or (B) during any period of twenty four (24) consecutive months, a majority of the members of the Board or other equivalent governing body of VRI cease to be composed of individuals (1) who were members of that Board or equivalent governing body on the first day of such period, (2) whose election or nomination to that Board or equivalent governing body was approved by individuals referred to in clause (1) above constituting at the time of such election or nomination at least a majority of that Board or equivalent governing body, or (3) whose election or nomination to that Board or other equivalent governing body was approved by individuals referred to in clauses (1) and (2) above constituting at the time of such election or nomination at least a majority of that Board or equivalent governing body (excluding, in the case of both clause (2) and clause (3), any individual whose initial nomination for, or assumption of office as, a member of that Board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board); or (C) any person or two or more persons acting in concert shall have acquired, by contract or otherwise, control over the equity securities of VRI entitled to vote for members of the Board or equivalent governing body of VRI on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) representing 51% or more of the combined voting power of such securities; or (D)VRI sells or transfers (other than by mortgage or pledge) all or substantially all of its properties and assets to, another “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act).

Termination in Connection with a Change in Control. In If the event of a termination of Executive’s Employee's employment hereunder is terminated (x) by the Company without Cause (other than a termination due to Employee's death, Disability or for cause) within 12 months after a Change in Control; or (y) by Executive the Employee for Good Reason or notice by the Company of non-renewal of this Agreement, all within 365 days of a consummation of 12 months after a Change in Control of VRI and provided that Executive and Control, the Company execute (and, if applicable, thereafter not revoke) shall pay to the Mutual Release, Executive shall be entitled to receive (i) Executive’s then-current Base Salary through Employee a lump sum in cash within 15 days after the effective date of such termination or non-renewalequal to 1 times the then current Annual Base Salary, (ii) a Pro-Rated Bonusplus the benefits referenced in section 7(b)(ii), (iii) a lump sum payment equal to twelve (12) months of Executive’s then current Base Salary plus an amount equal to the cash bonus paid to Executive in the prior calendar year, payable no later than the date that is two and a half months following the calendar year in which such termination or non-renewal occurs, and (iv) ). Any outstanding options granted to Employee pursuant to the extent not already vested, full vesting of any RSUs, SARs or other equity awards (including, but not limited to performance share options) held by Executive whether granted to Executive pursuant to this Agreement or otherwiseOption Plan shall fully vest and become immediately exercisable. For the purposes of this Agreement, “a "Change in Control” " shall mean mean: (i) The acquisition by an event individual, entity or series group (within the meaning of events by which: (ASection 13(d)(3) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) after the date of this Agreement of more than 50% of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, but excluding however, that for purposes of this paragraph, the following acquisitions shall not constitute a Change in Control: (1) Any acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by an employee benefit plan of such person (or its subsidiariesrelated trust) sponsored or maintained by the Company or by any corporation controlled by the Company; (4) any acquisition pursuant to a transaction which satisfies the criteria set forth in clauses (A), (B), and (C) of paragraph (iii) below; or (5) any person acquisition by Xxxx X. Xxxxxxx or entity acting in its capacity as trusteehis siblings, agent, or other fiduciary or administrator of any such plan) becomes the “beneficial owner” Permitted Transferee (as defined in Rules 13d-3 the Company's Amended and 13d-5 under Restated Certificate of Incorporation as in effect as of the Exchange Actdate of this Agreement) of Xxxx X. Xxxxxxx or his siblings, any Person controlled by any such Person(s) or any group of which any such Person is a member (any of the Persons described in this clause 5 being referred to as an "Excluded Person"); or (ii) Individuals who, as of the date of this Agreement, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director after the date of this Agreement whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least the majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board; or (iii) Consummation by the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company, other than with or to an Excluded Person (a "Business Combination"), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, of 35more than 40% or more of the equity combined voting power of the then outstanding voting securities of VRI entitled to vote for members generally in the election of directors of the Board corporation or equivalent governing body of VRI on a fully-diluted basisother entity resulting from such Business Combination; or (B) during no Person (excluding any period of twenty four Excluded Person, any corporation or other entity resulting from such Business Combination or any employee benefit plan (24or related trust) consecutive months, a majority of the members of the Board Company or such corporation or other equivalent governing body of VRI cease to be composed of individuals (1entity resulting from such Business Combination) who were members of that Board beneficially owns, directly or equivalent governing body on the first day of such periodindirectly, (2) whose election or nomination to that Board or equivalent governing body was approved by individuals referred to in clause (1) above constituting at the time of such election or nomination at least a majority of that Board or equivalent governing body, or (3) whose election or nomination to that Board or other equivalent governing body was approved by individuals referred to in clauses (1) and (2) above constituting at the time of such election or nomination at least a majority of that Board or equivalent governing body (excluding, in the case of both clause (2) and clause (3), any individual whose initial nomination for, or assumption of office as, a member of that Board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board); or (C) any person or two or more persons acting in concert shall have acquired, by contract or otherwise, control over the equity securities of VRI entitled to vote for members of the Board or equivalent governing body of VRI on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) representing 5150% or more of the combined voting power of the then outstanding voting securities of such securities; corporation or other business entity resulting from such Business Combination and (D)VRI sells or transfers (other than by mortgage or pledgeC) all or substantially all of its properties and assets to, another “person” or “group” (as such terms are used in Sections 13(d) and 14(d) at least half of the Exchange Act)members of the board of directors or other governing body of the corporation or other entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination.

Termination in Connection with a Change in Control. In If the event of a termination of Executive’s Employee's employment hereunder is terminated (x) by the Company without Cause (other than a termination due to Employee's death, Disability or for cause) within 12 months after a Change in Control, or (y) by Executive the Employee for Good Reason or notice by the Company of non-renewal of this Agreement, all within 365 days of a consummation of 12 months after a Change in Control of VRI and provided that Executive and Control, then (1) the Company execute shall pay to the Employee a lump sum in cash within 15 days after the effective date of termination equal to one (and1) times the then current Annual Base Salary, if applicableplus the benefits referenced in section 7(b)(ii), thereafter not revoke(iii) the Mutual Release, Executive shall be entitled and (iv) and (2) immediately prior to receive (i) Executive’s then-current Base Salary through the effective date of such termination or non-renewaltermination, (ii) a Pro-Rated Bonus, (iii) a lump sum payment equal any outstanding options granted to twelve (12) months of Executive’s then current Base Salary plus an amount equal Employee pursuant to the cash bonus paid to Executive in the prior calendar year, payable no later than the date that is two Option Plan shall fully vest and a half months following the calendar year in which such termination or non-renewal occurs, and (iv) to the extent not already vested, full vesting of any RSUs, SARs or other equity awards (including, but not limited to performance share options) held by Executive whether granted to Executive pursuant to this Agreement or otherwisebecome immediately exercisable. For the purposes of this Agreement, “a "Change in Control” " shall mean an event mean: (i) the acquisition by any individual or series entity, or by any "group" or "person" (within the meaning of events by which: (ASection 13(d)(3) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")) (an individual or entity or any such group or person, a "Person"), but excluding of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) after the date of this Agreement of 50% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this paragraph (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company; (2) any acquisition by the Company or by any entity controlled by the Company; (3) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or by any entity controlled by the Company; (4) any acquisition pursuant to a transaction which satisfies the criteria set forth in clauses (A), (B) and (C) of such person paragraph (iii) below; or its subsidiaries(5) any acquisition by Kxxx X. Xxxxxxx or his siblings, and any person or entity acting in its capacity as trustee, agent, or other fiduciary or administrator of any such plan) becomes the “beneficial owner” Permitted Transferee (as defined in Rules the Company's Amended and Restated Certificate of Incorporation as in effect as of the date of this Agreement) of Kxxx X. Xxxxxxx or his siblings, any Person controlled by any such Person(s) or any group of which any such Person is a member (any of the Persons described in this clause 5 being referred to as an "Excluded Person"); or (ii) individuals who, as of the date of this Agreement, constitute the Board (the "Incumbent Board"), cease for any reason to constitute at least a majority of the Board, other than in connection with a transaction between or among the Company and any Excluded Person(s) (an "Excluded Transaction") or by reason of death, retirement or voluntary resignation; provided, however, that any individual becoming a director after the date of this Agreement whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least the majority of the directors then comprising the Incumbent Board (other than such an individual becoming a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) shall be considered for all purposes of this definition of "Change in Control" as though such individual were a member of the Incumbent Board; or (iii) consummation by the Company of a merger or consolidation other than a merger or consolidation constituting an Excluded Transaction (a "Business Combination"), unless, immediately following consummation of such Business Combination, (A) the Outstanding Company Voting Securities immediately prior to consummation of such Business Combination continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity in such Business Combination, or of the ultimate parent entity of such surviving entity if such surviving entity has any direct or indirect parent entities immediately following consummation of such Business Combination) more than 40% of the combined voting power of the then outstanding securities or other interests entitled to vote generally in the election of directors or other governing body of such surviving entity (or of the ultimate parent entity of such surviving entity if such surviving entity has any direct or indirect parent entities immediately following consummation of such Business Combination); (B) no Person (excluding any (1) Excluded Person, (2) direct or indirect parent entity of the surviving entity in such Business Combination and (3) employee benefit plan (or related trust) of the Company (including the Company as the surviving entity in such Business Combination) or of any subsidiary of the Company) beneficially owns (within the meaning of Rule 13d-3 and 13d-5 promulgated under the Exchange Act), directly or indirectly, of 35% or more of the equity securities of VRI entitled to vote for members of the Board or equivalent governing body of VRI on a fully-diluted basis; or (B) during any period of twenty four (24) consecutive months, a majority of the members of the Board or other equivalent governing body of VRI cease to be composed of individuals (1) who were members of that Board or equivalent governing body on the first day of such period, (2) whose election or nomination to that Board or equivalent governing body was approved by individuals referred to in clause (1) above constituting at the time of such election or nomination at least a majority of that Board or equivalent governing body, or (3) whose election or nomination to that Board or other equivalent governing body was approved by individuals referred to in clauses (1) and (2) above constituting at the time of such election or nomination at least a majority of that Board or equivalent governing body (excluding, in the case of both clause (2) and clause (3), any individual whose initial nomination for, or assumption of office as, a member of that Board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board); or (C) any person or two or more persons acting in concert shall have acquired, by contract or otherwise, control over the equity securities of VRI entitled to vote for members of the Board or equivalent governing body of VRI on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) interests representing 5150% or more of the combined voting power of the outstanding securities or other interests entitled to vote generally in the election of directors or other governing body of such securitiessurviving entity (or of the ultimate parent entity of such surviving entity if such surviving entity has any direct or indirect parent entities immediately following consummation of such Business Combination); and (C) at least half of the members of the board of directors or other governing body of such surviving entity (D)VRI sells or transfers of the ultimate parent entity of such surviving entity if such surviving entity has any direct or indirect parent entities immediately following consummation of such Business Combination) were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or (other than iv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or consummation of the sale or disposition by mortgage or pledge) the Company of all or substantially all of its properties and the Company's assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to, another “person” to an entity or “group” an entity at least 60% of the combined voting power of the voting securities of which are beneficially owned (as such terms are used in Sections 13(d) and 14(d) within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of Outstanding Company Voting Securities immediately prior to such sale. As used in the foregoing definition of "Change of Control", "control" or "controlled" shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended.