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

Termination in Connection with Change in Control. (a) In the event a Payment Termination occurs within the period beginning three (3) months prior to and ending twelve (12) months following a Change in Control, then, in lieu of any severance benefits to which you may otherwise be entitled under any severance plan or program of the Company, you shall be entitled to the benefits provided below: (i) the Company shall, at the time specified in Section 5(b), pay to you your full earned but unpaid base salary, when due, through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan or practice of the Company at the time such payments are due; (ii) you shall be entitled to receive, at the times specified in Section 5(b), severance pay in an amount equal to the sum of (A) the greater of (x) your annual base salary as in effect immediately prior to delivery of the Notice of Termination or (y) your annual base salary as in effective immediately prior to the Change in Control, plus (B) the greater of (x) your targeted annual bonus for the year in which the Date of Termination occurs or (y) your targeted annual bonus for the year in which the Change in Control occurs, in each case assuming that the bonus targets are satisfied; and (iii) the Company shall provide you with outplacement services in an amount not to exceed $15,000; (iv) for the period beginning on the Date of Termination and ending on the date which is 12 full months following the Date of Termination, the Company shall pay for and provide you and your dependents with the same medical benefits and life insurance coverage to which you would have been entitled had you remained continuously employed by the Company during such period. At the termination of the benefits coverage under the first sentence of this Section 5(a)(iv), you and your dependents shall be entitled to continuation coverage pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Sections 601-608 of the Employee Retirement Income Security Act of 1974, as amended, and under any other applicable law, to the extent required by such laws, as if you had terminated employment with the Company on the date such benefits coverage terminates; and (v) you shall immediately become 100% vested with respect to any options to purchase the Company’s capital stock that you then hold and/or any restrictions with respect to restricted shares of the Company’s capital stock that you then hold shall immediately lapse. (b) The payments provided for in Sections 5(a)(i) and (ii) shall be paid in a lump sum within five (5) days of the Date of Termination. (c) In the event of a Change in Control, if the Company requests that you remain employed by the Company following the Change in Control upon written notice to you within twenty (20) days following such Change in Control, you agree to do so for a period of time to be mutually determined by the Company in consultation with you but not to exceed six (6) months (the “Transition Period”). During the Transition Period you shall continue in the Company’s employment as a senior executive for the purpose of facilitating the transition of the Company to new management. During the Transition Period, the Company shall continue to pay your compensation at the rate in effect at the time of the Change in Control. The benefits payable pursuant to Section 5(a) above shall not be paid until the completion of the Transition Period, if any. At the end of the Transition Period, you shall be entitled to the benefits described in Section 5(a) above; provided, however, that any accelerated vesting to which you are entitled pursuant to Section 5(a)(v) shall be effective immediately upon the commencement of the Transition Period. In the event of a Payment Termination during the Transition Period, you shall be entitled to the benefits described in Section 5(a) above; provided, however, that your acceptance of a reduced or different role with the Company during the Transition Period shall not alone constitute “Good Reason.” If the Company requests that you remain employed by the Company during the Transition Period, Section 6 of this Agreement shall not apply until the termination of the Transition Period. (d) For the period beginning three (3) months prior to and ending twelve (12) months following a Change of Control, in the event of a Payment Termination, benefits shall be payable to you only pursuant to this Section 5 and you shall not be entitled to any benefits pursuant to Section 4.

Termination in Connection with Change in Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within twenty-four (a) In the event a Payment Termination occurs within the period beginning three (3) months prior to and ending twelve (1224) months following a Change in Control, thenExecutive shall be entitled to receive, in lieu of any severance benefits to which you Executive may otherwise be entitled under any severance plan or program of the Company, you shall be entitled to the benefits provided below: (iA) the Company shall, at the time specified in Section 5(b), shall pay to you your full Executive his or her fully earned but unpaid base salary, when due, through the Date date of Termination termination at the rate then in effect at the time Notice of Termination is giveneffect, plus all other amounts to which you are Executive is entitled under any compensation plan or practice of the Company at the time such payments are dueof termination; (iiB) you subject to Executive’s continued compliance with the provisions of Section 6, Executive shall be entitled to receive, at the times specified in Section 5(b), receive severance pay in an amount equal to the sum of: (A1) the greater of (x) your annual Executive’s base salary as in effect immediately prior to delivery date of the Notice of Termination or (y) your annual base salary as in effective immediately prior termination for a period equal to the Change in Control, plus (B) the greater of (x) your targeted annual bonus the remaining portion of the Employment Term or (y) twelve (12) months, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination, plus (2) an amount equal to Executive’s Bonus for the year in which the Date date of Termination occurs or (y) your targeted annual bonus for the year in which the Change in Control termination occurs, payable in each case assuming that a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the bonus targets are satisfied; and (iii) the Company shall provide you with outplacement services in an amount not to exceed $15,000date of termination; (ivC) subject to Executive’s continued compliance with the provisions of Section 6, for the period beginning on the Date date of Termination termination and ending on the date which is 12 twelve (12) full months following the Date date of Terminationtermination (or, if earlier, the date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage), the Company shall pay for and provide you Executive and your his or her dependents with healthcare benefits which are substantially the same medical benefits and life insurance coverage to which you would have been entitled had you remained continuously employed by the Company during such period. At the termination of as the benefits provided to Executive immediately prior to the date of termination, including, if necessary, paying the costs associated with continuation coverage under pursuant to COBRA; (D) subject to Executive’s continued compliance with the first sentence provisions of this Section 5(a)(iv)6, you and your dependents Executive shall be entitled to continuation coverage pursuant executive-level outplacement services at the Company’s expense, not to Section 4980B of exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Internal Revenue Code of 1986, as amended (the “Code”), Sections 601-608 of the Employee Retirement Income Security Act of 1974, as amended, and under any other applicable law, to the extent required by such laws, as if you had terminated employment with the Company on the date such benefits coverage terminatesCompany; and (v) you shall immediately become 100% vested with respect to any options to purchase the Company’s capital stock that you then hold and/or any restrictions with respect to restricted shares of the Company’s capital stock that you then hold shall immediately lapse. (bE) The payments and benefits provided for in Sections 5(a)(i) and (iithis Section 5(b)(ii) shall only be paid payable in a lump sum within five (5) days of the Date of Termination. (c) In the event of Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within twenty-four (24) months following a Change in Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason prior to a Change in Control or more than twenty-four (24) months following a Change in Control, if then Executive shall receive the Company requests that you remain employed by the Company following the Change in Control upon written notice to you within twenty (20) days following such Change in Control, you agree to do so for a period of time to be mutually determined by the Company in consultation with you but not to exceed six (6) months (the “Transition Period”). During the Transition Period you shall continue in the Company’s employment as a senior executive for the purpose of facilitating the transition of the Company to new management. During the Transition Period, the Company shall continue to pay your compensation at the rate in effect at the time of the Change in Control. The benefits payable pursuant to Section 5(a) above shall not be paid until the completion of the Transition Period, if any. At the end of the Transition Period, you shall be entitled to the payments and benefits described in Section 5(a5(b)(i) above; provided, however, that and shall not be eligible to receive any accelerated vesting to which you are entitled pursuant to Section 5(a)(v) shall be effective immediately upon the commencement of the Transition Period. In the event of a Payment Termination during the Transition Period, you shall be entitled to the payments and benefits described in Section 5(a) above; provided, however, that your acceptance of a reduced or different role with the Company during the Transition Period shall not alone constitute “Good Reason.” If the Company requests that you remain employed by the Company during the Transition Period, Section 6 of this Agreement shall not apply until the termination of the Transition Period. (d) For the period beginning three (3) months prior to and ending twelve (12) months following a Change of Control, in the event of a Payment Termination, benefits shall be payable to you only pursuant to this Section 5 and you shall not be entitled to any benefits pursuant to Section 45(b)(ii).

Termination in Connection with Change in Control. If (i) the Company is not the Surviving Corporation in a Change in Control, (ii) your option was assumed by, or replaced with a comparable award by, the Surviving Corporation, and (iii) your service terminates without Cause upon or within 12 months following a Change in Control (“Change in Control Termination”), your option that is outstanding and unexercised immediately prior to your date of termination will become fully vested and exercisable as of your date of termination. For purposes of this Agreement, the term “Cause” shall have the meaning assigned to such term in any applicable Company severance plan in which you are an eligible employee, or in the absence of such a severance plan, then it shall have the meanings assigned to such term in the Plan. Termination for Cause If your service is terminated for Cause, then you immediately forfeit all rights to your option and the option immediately expires. Death If your service terminates because of your death, then your option shall become fully vested and will expire on the earlier of (a) In the event a Payment Termination occurs within end of the period beginning three term of your option, or (3b) months prior to and ending at the close of business at Company headquarters on the date twelve (12) months following after the date of death. During the applicable period described in the preceding sentence, your estate or heirs may exercise your option. In addition, if you die during the 90-day period described in connection with a Change in Controlregular termination (i.e., thena termination of your service not on account of your death, in lieu Disability or Cause), and a vested portion of any severance benefits to which you may otherwise be entitled under any severance plan or program your option has not yet been exercised, then your option will instead expire on the earlier of the Company, you shall be entitled to the benefits provided below: (i) the Company shall, at the time specified in Section 5(b), pay to you your full earned but unpaid base salary, when due, through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan or practice end of the Company at the time such payments are due; term of your option, or (ii) you shall be entitled to receive, at the times specified in Section 5(b), severance pay in an amount equal to the sum of (A) the greater of (x) your annual base salary as in effect immediately prior to delivery of the Notice of Termination or (y) your annual base salary as in effective immediately prior to the Change in Control, plus (B) the greater of (x) your targeted annual bonus for the year in which the Date of Termination occurs or (y) your targeted annual bonus for the year in which the Change in Control occurs, in each case assuming that the bonus targets are satisfied; and (iii) the Company shall provide you with outplacement services in an amount not to exceed $15,000; (iv) for the period beginning on the Date of Termination and ending on the date which is 12 full months following the Date of Termination, the Company shall pay for and provide you and your dependents with the same medical benefits and life insurance coverage to which you would have been entitled had you remained continuously employed by the Company during such period. At the termination of the benefits coverage under the first sentence of this Section 5(a)(iv), you and your dependents shall be entitled to continuation coverage pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Sections 601-608 of the Employee Retirement Income Security Act of 1974, as amended, and under any other applicable law, to the extent required by such laws, as if you had terminated employment with the Company on the date such benefits coverage terminates; and (v) you shall immediately become 100% vested with respect to any options to purchase the Company’s capital stock that you then hold and/or any restrictions with respect to restricted shares of the Company’s capital stock that you then hold shall immediately lapse. (b) The payments provided for in Sections 5(a)(i) and (ii) shall be paid in a lump sum within five (5) days of the Date of Termination. (c) In the event of a Change in Control, if the Company requests that you remain employed by the Company following the Change in Control upon written notice to you within twenty (20) days following such Change in Control, you agree to do so for a period of time to be mutually determined by the Company in consultation with you but not to exceed six (6) months (the “Transition Period”). During the Transition Period you shall continue in the Company’s employment as a senior executive for the purpose of facilitating the transition of the Company to new management. During the Transition Period, the Company shall continue to pay your compensation at the rate in effect at the time of the Change in Control. The benefits payable pursuant to Section 5(a) above shall not be paid until the completion of the Transition Period, if any. At the end of the Transition Period, you shall be entitled to the benefits described in Section 5(a) above; provided, however, that any accelerated vesting to which you are entitled pursuant to Section 5(a)(v) shall be effective immediately upon the commencement of the Transition Period. In the event of a Payment Termination during the Transition Period, you shall be entitled to the benefits described in Section 5(a) above; provided, however, that your acceptance of a reduced or different role with the Company during the Transition Period shall not alone constitute “Good Reason.” If the Company requests that you remain employed by the Company during the Transition Period, Section 6 of this Agreement shall not apply until the termination of the Transition Period. (d) For the period beginning three (3) months prior to and ending twelve (12) months following after your Retirement Date. In such a Change of Controlcase, during the applicable period described in the event preceding sentence, your estate or heirs may exercise the vested portion of your option. Disability If your service terminates because of your Disability, then your option shall become fully vested and will expire at the close of business at Company headquarters on the earlier of (a) the end of the term of your option, or (b) the date twelve (12) months after your Retirement Date. For purposes of this Agreement, the term “Disability” shall have the meanings assigned to such term in any applicable Company severance plan in which you are an eligible employee, or in the absence of such a Payment Terminationseverance plan, benefits then it shall be payable have the meanings assigned to you only pursuant to this Section 5 and you shall not be entitled to any benefits pursuant to Section 4such term in the Plan.

Termination in Connection with Change in Control. (a) In the event a Payment Termination occurs within the period beginning three (3) months prior to and ending or twelve (12) months following a Change in Control, then, in lieu of any severance benefits to which you may otherwise be entitled under any severance plan or program of the Company, you shall be entitled to the benefits provided below: (i) the Company shall, at the time specified in Section 5(b), pay to you your full earned but unpaid base salary, when due, through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan or practice of the Company at the time such payments are due; (ii) you shall be entitled to receive, at the times specified in Section 5(b), severance pay in an amount equal to the sum of (A) the greater of (x) your annual base salary as in effect immediately prior to delivery of the Notice of Termination or (y) your annual base salary as in effective immediately prior to the Change in Control, plus (B) the greater of (x) your targeted annual bonus for the year in which the Date of Termination occurs or (y) your targeted annual bonus for the year in which the Change in Control occurs, in each case assuming that the bonus targets are satisfied; and (iii) the Company shall provide you with outplacement services in an amount not to exceed $15,000; (iv) for the period beginning on the Date of Termination and ending on the date which is 12 full months following the Date of Termination, the Company shall pay for and provide you and your dependents with the same medical benefits and life insurance coverage to which you would have been entitled had you remained continuously employed by the Company during such period. At the termination of the benefits coverage under the first sentence of this Section 5(a)(iv4(b)(v), you and your dependents shall be entitled to continuation coverage pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Sections 601-608 of the Employee Retirement Income Security Act of 1974, as amended, and under any other applicable law, to the extent required by such laws, as if you had terminated employment with the Company on the date such benefits coverage terminates; and (v) you shall immediately become 100% vested with respect to any options to purchase the Company’s capital stock that you then hold and/or any restrictions with respect to restricted shares of the Company’s capital stock that you then hold shall immediately lapse. (b) The payments provided for in Sections 5(a)(i) and (ii) shall be paid in a lump sum within five (5) days of the Date of Termination. (c) In the event of a Change in Control, if the Company requests that you remain employed by the Company following the Change in Control upon written notice to you within twenty (20) days following such Change in Control, you agree to do so for a period of time to be mutually determined by the Company in consultation with you but not to exceed six (6) months (the “Transition Period”). During the Transition Period you shall continue in the Company’s employment as a senior executive for the purpose of facilitating the transition of the Company to new management. During the Transition Period, the Company shall continue to pay your compensation at the rate in effect at the time of the Change in Control. The benefits payable pursuant to Section 5(a) above shall not be paid until the completion of the Transition Period, if any. At the end of the Transition Period, you shall be entitled to the benefits described in Section 5(a) above; provided, however, that any accelerated vesting to which you are entitled pursuant to Section 5(a)(v) shall be effective immediately upon the commencement of the Transition Period. In the event of a Payment Termination during the Transition Period, you shall be entitled to the benefits described in Section 5(a) above; provided, however, that your acceptance of a reduced or different role with the Company during the Transition Period shall not alone constitute “Good Reason.” If the Company requests that you remain employed by the Company during the Transition Period, Section 6 of this Agreement shall not apply until the termination of the Transition Period. (d) For the period beginning three (3) months prior to and ending twelve (12) months following a Change of Control, in the event of a Payment Termination, benefits shall be payable to you only pursuant to this Section 5 and you shall not be entitled to any benefits pursuant to Section 44 (including, without limitation, Section 4(d)).

Termination in Connection with Change in Control. If the Executive is terminated without Cause, or resigns for Good Reason, either following a Change in Control (a) In the event a Payment Termination occurs determined in accordance with Section 3(c)(iv)), or within the period beginning three six (36) months prior to and ending twelve (12) months following a Change in Control, then, in lieu of any severance benefits to which you may otherwise be entitled under any severance plan or program the Executive shall receive instead of the Company, you shall be entitled to the benefits provided below: (i) the Company shall, at the time specified Severance Amount described in Section 5(b), pay the following Severance Amount, upon execution by the Executive of the Company’s settlement agreement and general release: (i) an amount equal to you your full earned but one years’ Salary, (ii) an amount equal to any unpaid base salary, when due, through Bonus amount for the year prior to the year in which the Date of Termination at occurs which would have been payable to the rate Executive but for his Termination in effect at accordance with the time Notice terms and conditions of Termination is giventhe annual bonus program approved by the SK Holdco Board of Directors for such year, which amount shall be prorated for the length of employment in that year, plus all other amounts to which you are entitled under any compensation plan or practice of the Company at the time such payments are due; (iiiii) you shall be entitled to receive, at the times specified in Section 5(b), severance pay in an amount equal to the sum of (A) the greater of (x) your annual base salary as in effect immediately prior to delivery of the Notice of Termination or (y) your annual base salary as in effective immediately prior to the Change in Control, plus (B) the greater of (x) your targeted annual bonus Bonus amount for the year in which the Date of Termination occurs or (y) your targeted which would have been payable to the Executive but for his Termination in accordance with the terms and conditions of the annual bonus program approved by the SK Holdco Board of Directors for such year, which amount shall be prorated for the length of employment in that year. The Severance Amount set forth in (i) and (ii) above will be payable over one year in which accordance with the Change in Control occurs, in each case assuming that Company’s (or the bonus targets are satisfied; and (iiiacquirer’s) the Company shall provide you with outplacement services in an amount not to exceed $15,000; (iv) for the period normal payroll practices beginning on the Date of Termination and ending on the date which that is 12 full months following forty-five (45) days after the Date of Termination, and the Company shall pay for and provide you and your dependents Severance Amount set forth in (iii) above will be payable over one year in accordance with the same medical benefits and life insurance coverage to which you would have been entitled had you remained continuously employed by Company’s (or the Company during such period. At the termination of the benefits coverage under the first sentence of this Section 5(a)(iv), you and your dependents shall be entitled to continuation coverage pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Sections 601-608 of the Employee Retirement Income Security Act of 1974, as amended, and under any other applicable law, to the extent required by such laws, as if you had terminated employment with the Company acquirer’s) normal payroll practices beginning on the date such benefits coverage terminates; and that is forty-five (v45) you shall immediately become 100% vested with respect to any options to purchase days after the Company’s capital stock that you then hold and/or any restrictions with respect to restricted shares later of (a) the Company’s capital stock that you then hold shall immediately lapse. Date of Termination or (b) The payments provided for in Sections 5(a)(i) and (ii) shall be paid in a lump sum within five (5) days of the Date of Termination. (c) In the event of a Change in Control, if the Company requests that you remain employed by the Company following the Change in Control upon written notice to you within twenty (20) days following such Change in Control, you agree to do so for a period of time to be mutually determined by the Company in consultation with you but not to exceed six (6) months (the “Transition Period”). During the Transition Period you shall continue in the Company’s employment as a senior executive for the purpose of facilitating the transition of the Company to new management. During the Transition Period, the Company shall continue to pay your compensation at the rate in effect at the time date of the Change in of Control. The benefits payable pursuant to Section 5(a) above shall not be paid until the completion of the Transition Period, if any. At the end of the Transition Period, you shall be entitled to the benefits described in Section 5(a) above; provided, however, that any accelerated vesting additional amount payable to which you are entitled pursuant Executive by reason of the Change in Control will begin to Section 5(a)(vbe paid as soon as practical on the later of (x) the Date of Termination or (y) the Date of Change in Control. All Options, to the extent not previously vested, shall be effective immediately fully vest upon the commencement of the Transition Period. In the event of a Payment Termination during the Transition Period, you shall be entitled to the benefits described in Section 5(a) above; provided, however, that your acceptance of a reduced or different role with the Company during the Transition Period shall not alone constitute “Good Reason.” If the Company requests that you remain employed by the Company during the Transition Period, Section 6 of this Agreement shall not apply until the termination of the Transition Period. (d) For the period beginning three (3) months prior to and ending twelve (12) months following a Change of Control. Notwithstanding the foregoing, in any claim by the event of a Payment Termination, benefits shall be payable to you only Executive for amounts owed pursuant to this Section 5 5(d) as a result of a Change in Control must be brought within one (1) year after the later of (i) the Date of Termination or the (ii) date of Change in Control, or such claim shall be deemed waived and you the Company shall not be entitled to owe the Executive any benefits amounts pursuant to this Section 45(d) as a result of a Change in Control.

Termination in Connection with Change in Control. If (i) the Company is not the Surviving Corporation in a Change in Control, (ii) your option was assumed by, or replaced with a comparable award by, the Surviving Corporation, and (iii) your service terminates without Cause upon or within 12 months following a Change in Control (“Change in Control Termination”), your option that is outstanding and unexercised immediately prior to your date of termination will become fully vested and exercisable as of your date of termination. For purposes of this Agreement, the term “Cause” shall have the meaning assigned to such term in any applicable Company severance plan in which you are an eligible employee, or in the absence of such a severance plan, then it shall have the meanings assigned to such term in the Plan. Termination for Cause If your service is terminated for Cause, then you immediately forfeit all rights to your option and the option immediately expires. Death If your service terminates because of your death, then your option shall become fully vested and will expire on the earlier of (a) In the event a Payment Termination occurs within end of the period beginning three term of your option, or (3b) months prior to and ending at the close of business at Company headquarters on the date twelve (12) months following after the date of death. During the applicable period described in the preceding sentence, your estate or heirs may exercise your option. In addition, if you die during the 90-day period described in connection with a Change in Controlregular termination (i.e., thena termination of your service not on account of your death, in lieu Disability or Cause), and a vested portion of any severance benefits to which you may otherwise be entitled under any severance plan or program your option has not yet been exercised, then your option will instead expire on the earlier of the Company, you shall be entitled to the benefits provided below: (i) the Company shall, at the time specified in Section 5(b), pay to you your full earned but unpaid base salary, when due, through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan or practice end of the Company at the time such payments are due; term of your option, or (ii) you shall be entitled to receive, at the times specified in Section 5(b), severance pay in an amount equal to the sum of (A) the greater of (x) your annual base salary as in effect immediately prior to delivery of the Notice of Termination or (y) your annual base salary as in effective immediately prior to the Change in Control, plus (B) the greater of (x) your targeted annual bonus for the year in which the Date of Termination occurs or (y) your targeted annual bonus for the year in which the Change in Control occurs, in each case assuming that the bonus targets are satisfied; and (iii) the Company shall provide you with outplacement services in an amount not to exceed $15,000; (iv) for the period beginning on the Date of Termination and ending on the date which is 12 full months following the Date of Termination, the Company shall pay for and provide you and your dependents with the same medical benefits and life insurance coverage to which you would have been entitled had you remained continuously employed by the Company during such period. At the termination of the benefits coverage under the first sentence of this Section 5(a)(iv), you and your dependents shall be entitled to continuation coverage pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Sections 601-608 of the Employee Retirement Income Security Act of 1974, as amended, and under any other applicable law, to the extent required by such laws, as if you had terminated employment with the Company on the date such benefits coverage terminates; and (v) you shall immediately become 100% vested with respect to any options to purchase the Company’s capital stock that you then hold and/or any restrictions with respect to restricted shares of the Company’s capital stock that you then hold shall immediately lapse. (b) The payments provided for in Sections 5(a)(i) and (ii) shall be paid in a lump sum within five (5) days of the Date of Termination. (c) In the event of a Change in Control, if the Company requests that you remain employed by the Company following the Change in Control upon written notice to you within twenty (20) days following such Change in Control, you agree to do so for a period of time to be mutually determined by the Company in consultation with you but not to exceed six (6) months (the “Transition Period”). During the Transition Period you shall continue in the Company’s employment as a senior executive for the purpose of facilitating the transition of the Company to new management. During the Transition Period, the Company shall continue to pay your compensation at the rate in effect at the time of the Change in Control. The benefits payable pursuant to Section 5(a) above shall not be paid until the completion of the Transition Period, if any. At the end of the Transition Period, you shall be entitled to the benefits described in Section 5(a) above; provided, however, that any accelerated vesting to which you are entitled pursuant to Section 5(a)(v) shall be effective immediately upon the commencement of the Transition Period. In the event of a Payment Termination during the Transition Period, you shall be entitled to the benefits described in Section 5(a) above; provided, however, that your acceptance of a reduced or different role with the Company during the Transition Period shall not alone constitute “Good Reason.” If the Company requests that you remain employed by the Company during the Transition Period, Section 6 of this Agreement shall not apply until the termination of the Transition Period. (d) For the period beginning three (3) months prior to and ending twelve (12) months following after your termination date. In such a case, during the applicable period described in the preceding sentence, your estate or heirs may exercise the vested portion of your option. Disability If your service terminates because of your Disability, then your option shall become fully vested and will expire at the close of business at Company headquarters on the earlier of (a) the end of the term of your option, or (b) the date twelve (12) months after your termination date. For purposes of this Agreement, the term “Disability” shall have the meanings assigned to such term in any applicable Company severance plan in which you are an eligible employee, or in the absence of such a severance plan, then it shall have the meanings assigned to such term in the Plan. Leaves of Absence For purposes of this option, your service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued service crediting, or when continued service crediting is required by applicable law. However, your service will be treated as terminating 90 days after your employee leave commences, unless your right to return to active work is guaranteed by law or by a contract. Your service terminates in any event when the approved leave ends unless you immediately return to active employee work. The Company determines, in its sole discretion, which leaves count for this purpose, and when your service terminates for all purposes under the Plan. Other Termination If your service terminates for any reason, other than death, Disability, or Cause, or a Change in Control Termination, then your option expires on the earlier of Control(a) the expiration of the term of your option, or (b) at the close of business at Company headquarters on the 90th day after your termination date. Notice of Exercise When you wish to exercise this option, you must notify the Company by filing the proper “Notice of Exercise” form at the address given on the form. Your notice must specify how many Shares you wish to purchase (in a parcel of at least 100 Shares generally). Your notice must also specify how your Shares should be registered (in your name only or in your and your spouse’s names as joint tenants with right of survivorship). The notice will be effective when it is received by the Company. If someone else wants to exercise this option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so. Form of Payment When you submit your notice of exercise, you must include payment of the option price for the Shares you are purchasing. Payment may be made in one (or a combination) of the following forms:  Cash, your personal check, a cashier’s check, a money order or another cash equivalent acceptable to the Company.  Shares which have already been owned by you for more than six months and which are surrendered to the Company. The value of the Shares, determined as of the effective date of the option exercise, will be applied to the option price.  By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes (if approved in advance by the Compensation Committee of the Board if you are either an executive officer or a director of the Company). Withholding Taxes You will not be allowed to exercise this option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the option exercise or sale of Shares acquired under this option. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise or sale of Shares arising from this grant, the Company shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate. Transfer of Option During your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise the option. You cannot transfer or assign this option. For instance, you may not sell this option or use it as security for a Payment Terminationloan. If you attempt to do any of these things, benefits shall this option will immediately become invalid and expire. You may, however, dispose of this option in your will or it may be payable transferred upon your death by the laws of descent and distribution. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse’s interest in your option in any other way. Retention Rights Neither your option nor this Agreement gives you the right to be retained by the Company (or any parent, Subsidiaries or Affiliates) in any capacity. The Company (and any parent, Subsidiaries or Affiliates) reserves the right to terminate your service at any time and for any reason. Recoupment Policy If it is determined by the Board that your gross negligence, intentional misconduct or fraud caused or partially caused the Company to have to restate all or a portion of its financial statements, the Board, in its sole discretion, may, to the extent permitted by law and to the extent it determines in its sole judgment that it is in the best interests of the Company to do so, require repayment of any Shares delivered to you only pursuant to this Section 5 and Agreement or to effect the cancellation of unvested Shares. In addition, you shall not agree that you will be entitled subject to any benefits pursuant compensation clawback and recoupment policies that may be applicable to Section 4you as an employee of the Company, as in effect from time to time and as approved by the Board, whether or not approved before or after the Grant Date.