Common use of Termination of Employment; Change in Control Clause in Contracts

Termination of Employment; Change in Control. (a) For purposes of this Section 4, the terms Cause, Without Cause, Good Reason, Without Good Reason and Disability shall have the meanings ascribed to such terms in the Participant’s employment agreement with the Company, dated as of the date hereof, as amended or restated from time to time; provided, however, if the Participant is no longer employed pursuant to such employment agreement, each such term shall have the meaning ascribed to it in the employment agreement last in effect which contains such defined term. (b) If the Participant’s employment with the Company is terminated by the Company for Cause or by the Participant Without Good Reason, the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof (or, in the event a Change in Control has occurred, the Change in Control Amount if such Change in Control Amount has not yet been paid to the Participant prior to such termination of employment), if any, as of the date of termination of employment. (c) If the Participant’s employment with the Company is terminated by the Company Without Cause, or is terminated by the Participant for Good Reason, (i)(A) all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant, and (B) any additional Units that satisfy the Hurdle Price Condition on or before July 8, 2010, if any, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the Participant, or, (ii) in the event a Change in Control has occurred, the Participant shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment, if such Change in Control Amount has not yet been paid to the Participant prior to such termination of employment. (d) If the Participant’s employment with the Company is terminated due to the Participant’s death or Disability, the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from July 9, 2007 to the date of death or Disability, as the case may be (whichever is sooner), and the denominator of which is thirty-six (36) and (y) 2,500 or (ii) 1,250 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant’s employment with the Company is terminated by Participant’s death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the first Anniversary of Participant’s termination for death or Disability, 1,250 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment, if such Change in Control Amount has not yet been paid to the Participant prior to the Participant’s termination of employment due to death or Disability. (e) In the event of a Change in Control, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to the consummation of the Change in Control and, upon consummation of the Change in Control, shall be converted into such amount of cash, securities or other property (or any combination thereof) received by the stockholders of the Company in connection with the Change in Control (the “Change in Control Amount”). The Change in Control Amount shall be distributed to the Participant no later than thirty (30) days following the Change in Control Date.

Termination of Employment; Change in Control. (a) For purposes of this Section 4, If the terms Cause, Without Cause, Good Reason, Without Good Reason and Disability shall have the meanings ascribed to such terms in the ParticipantRecipient’s employment agreement with is terminated (i) by the Company, dated the Trust or an Affiliate without Cause, (ii) by the Recipient for “Good Reason” (as such term is defined in Section 4(c) hereof), (iii) due to the Recipient’s “Retirement” (as such term is defined in Section 4(c) hereof), or (iv) due to the Recipient’s death or Disability (such termination, a “Qualified Termination”), then the Time-Based LTIP Units shall become vested as of the date hereofof the termination of the Recipient’s employment on a pro rata basis, as amended determined based on (x) the number of days that have elapsed from the Grant Date through the date the Recipient ceases to be an employee of the Company, the Trust or restated from time an Affiliate, compared to time; provided, however(y) the total number of days during the period commencing on the Grant Date and ending on the fourth anniversary of the Grant Date. Notwithstanding the foregoing, if the Participant is no longer employed pursuant to such employment agreement, each such term shall have Recipient’s Qualified Termination occurs within twelve (12) months after a Change in Control in which the meaning ascribed to it Time-Based LTIP Units are assumed by the acquirer or surviving entity in the employment agreement last Change in effect which contains such defined termControl transaction, then the Time-Based LTIP Units shall become fully vested as of the date of the termination of the Recipient’s employment. (b) If the Participant’s employment with the Company is terminated by the Company for Cause or by the Participant Without Good Reason, the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof (or, in the event a Change in Control has occurredoccurs prior to the fourth anniversary of the Grant Date and while the Recipient is an employee of the Company, the Trust or an Affiliate, and the Time-Based LTIP Units are not assumed by the acquirer or surviving entity in the Change in Control Amount if such Change in Control Amount has not yet been paid to transaction, then the Participant prior to such termination of employment), if any, Recipient’s Unvested Time-Based LTIP Units shall become fully vested as of the date of termination the Change in Control. Notwithstanding the foregoing, to the extent necessary for the Recipient to avoid taxes and/or penalties under Section 409A of employmentthe Code, a Change in Control shall not be deemed to occur unless it constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations promulgated under Section 409A of the Code. (c) If For purposes of this Agreement, the Participantterm “Good Reason” shall mean, unless otherwise provided in an applicable agreement between the Recipient and the Company, the Trust or an Affiliate, the occurrence of one or more of the following without the Recipient’s employment with the Company is terminated express written consent, which circumstances are not remedied by the Company Without Cause, or is terminated by the Participant for Good Reason, (i)(A) all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant, and (B) any additional Units that satisfy the Hurdle Price Condition on or before July 8, 2010, if any, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the Participant, or, (ii) in the event a Change in Control has occurred, the Participant shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment, if such Change in Control Amount has not yet been paid to the Participant prior to such termination of employment. (d) If the Participant’s employment with the Company is terminated due to the Participant’s death or Disability, the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from July 9, 2007 to the date of death or Disability, as the case may be (whichever is sooner), and the denominator of which is thirty-six (36) and (y) 2,500 or (ii) 1,250 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant’s employment with the Company is terminated by Participant’s death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the first Anniversary of Participant’s termination for death or Disability, 1,250 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment, if such Change in Control Amount has not yet been paid to the Participant prior to the Participant’s termination of employment due to death or Disability. (e) In the event of a Change in Control, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to the consummation of the Change in Control and, upon consummation of the Change in Control, shall be converted into such amount of cash, securities or other property (or any combination thereof) received by the stockholders of the Company in connection with the Change in Control (the “Change in Control Amount”). The Change in Control Amount shall be distributed to the Participant no later than Trust within thirty (30) days following of its receipt of a written notice from the Change Recipient describing the applicable circumstances (which notice must be provided by the Recipient within ninety (90) days of the Recipient’s knowledge of the applicable circumstances): (i) any material, adverse change in Control Datethe Recipient’s duties, responsibilities, authority, title, status or reporting structure; (ii) a material reduction in the Recipient’s base salary or bonus opportunity; or (iii) a geographical relocation of the Recipient’s principal office location by more than fifty (50) miles. For purposes of this Agreement, the term “Retirement” shall mean retirement from active employment with the Company, the Trust or an Affiliate pursuant to its relevant policy on retirement as determined by the Committee, or, if no such policy is in place, retirement from active employment with the Company, the Trust or an Affiliate on or after age 65.

Termination of Employment; Change in Control. (a) For purposes of this Section 4, If the terms Recipient’s employment is terminated (i) by the Company or an Affiliate without Cause, Without Cause, (ii) by the Recipient for “Good Reason” (as such term is defined in Section 3(c) hereof), Without Good Reason and (iii) due to the Recipient’s “Retirement” (as such term is defined in Section 3(c) hereof), or (iv) due to the Recipient’s death or Disability (such termination, a “Qualified Termination”), then the shares of Restricted Stock shall have the meanings ascribed to such terms in the Participant’s employment agreement with the Company, dated become vested as of the date hereofof the termination of the Recipient’s employment on a pro rata basis, as amended determined based on (x) the number of days that have elapsed from the Grant Date through the date the Recipient ceases to be an employee of the Company or restated from time an Affiliate, compared to time; provided, however(y) the total number of days during the period commencing on the Grant Date and ending on the fourth anniversary of the Grant Date. Notwithstanding the foregoing, if the Participant is no longer employed pursuant to such employment agreement, each such term shall have Recipient’s Qualified Termination occurs within twelve (12) months after a Change in Control in which the meaning ascribed to it shares of Restricted Stock are assumed by the acquirer or surviving entity in the employment agreement last Change in effect which contains such defined termControl transaction, then the shares of Restricted Stock shall become fully vested as of the date of the termination of the Recipient’s employment. (b) If the Participant’s employment with the Company is terminated by the Company for Cause or by the Participant Without Good Reason, the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof (or, in the event a Change in Control has occurredoccurs prior to the fourth anniversary of the Grant Date and while the Recipient is an employee of the Company or an Affiliate, and the shares of Restricted Stock are not assumed by the acquirer or surviving entity in the Change in Control Amount if such Change in Control Amount has not yet been paid to transaction, then the Participant prior to such termination Recipient’s shares of employment), if any, Unvested Stock shall become fully vested as of the date of termination of employmentthe Change in Control. (c) If For purposes of this Agreement, the Participant’s employment with term “Good Reason” shall mean, unless otherwise provided in an applicable agreement between the Recipient and the Company is terminated or an Affiliate, the occurrence of one or more of the following without the Recipient’s express written consent, which circumstances are not remedied by the Company Without Cause, or is terminated by the Participant for Good Reason, (i)(A) all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant, and (B) any additional Units that satisfy the Hurdle Price Condition on or before July 8, 2010, if any, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the Participant, or, (ii) in the event a Change in Control has occurred, the Participant shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment, if such Change in Control Amount has not yet been paid to the Participant prior to such termination of employment. (d) If the Participant’s employment with the Company is terminated due to the Participant’s death or Disability, the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from July 9, 2007 to the date of death or Disability, as the case may be (whichever is sooner), and the denominator of which is thirty-six (36) and (y) 2,500 or (ii) 1,250 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant’s employment with the Company is terminated by Participant’s death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the first Anniversary of Participant’s termination for death or Disability, 1,250 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment, if such Change in Control Amount has not yet been paid to the Participant prior to the Participant’s termination of employment due to death or Disability. (e) In the event of a Change in Control, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to the consummation of the Change in Control and, upon consummation of the Change in Control, shall be converted into such amount of cash, securities or other property (or any combination thereof) received by the stockholders of the Company in connection with the Change in Control (the “Change in Control Amount”). The Change in Control Amount shall be distributed to the Participant no later than within thirty (30) days following of its receipt of a written notice from the Change Recipient describing the applicable circumstances (which notice must be provided by the Recipient within ninety (90) days of the Recipient’s knowledge of the applicable circumstances): (i) any material, adverse change in Control Datethe Recipient’s duties, responsibilities, authority, title, status or reporting structure; (ii) a material reduction in the Recipient’s base salary or bonus opportunity; or (iii) a geographical relocation of the Recipient’s principal office location by more than fifty (50) miles. For purposes of this Agreement, the term “Retirement” shall mean retirement from active employment with the Company or an Affiliate pursuant to its relevant policy on retirement as determined by the Committee, or, if no such policy is in place, retirement from active employment with the Company or an Affiliate on or after age 65.

Termination of Employment; Change in Control. Unless otherwise determined by the Committee in its sole discretion, and notwithstanding anything herein to the contrary, the RSU Award will be subject to vesting or cancellation in connection with the events specified below: (a) For purposes If, prior to the end of the RSU Restriction Period, Participant violates Section 8 of this Section 4, Agreement or is terminated by LII for Cause (as defined in any applicable employment agreement between LII and Participant or as determined by the terms Cause, Without Cause, Good Reason, Without Good Reason and Disability shall have the meanings ascribed to such terms Committee in its sole discretion in the Participant’s employment agreement with the Company, dated as absence of the date hereof, as amended or restated from time to time; provided, however, if the Participant is no longer employed pursuant to any such employment agreement), each such term shall have then, immediately after LII becomes aware of a violation of Section 8 or Participant’s termination, the meaning ascribed to it in the employment agreement last in effect which contains such defined termRSU Award will be cancelled. (b) If If, prior to the end of the RSU Restriction Period, Participant terminates employment with LII voluntarily, then, immediately after Participant’s employment with termination, the Company RSU Award will be cancelled. (c) If, prior to the end of the RSU Restriction Period, Participant is terminated by the Company for Cause or by without cause, then the Participant Without Good Reason, the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof (or, in the event a Change in Control has occurred, the Change in Control Amount if such Change in Control Amount has not yet been paid to the Participant prior to such termination of employment), if any, RSU Award will vest fully as of the date of termination of employment. (c) If the Participant’s employment with the Company is terminated by the Company Without Cause, or is terminated by the Participant for Good Reason, (i)(A) all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant, and (B) any additional Units that satisfy the Hurdle Price Condition on or before July 8, 2010, if any, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the Participant, or, (ii) in the event a Change in Control has occurred, the Participant shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment, if such Change in Control Amount has not yet been paid to the Participant prior to such termination of employmenttermination. (d) If If, prior to the end of the RSU Restriction Period, Participant dies or incurs a Disability, then Participant, or in the event of Participant’s employment with the Company is terminated due to the death, Participant’s death or Disabilitybeneficiary, will vest in a pro rata amount of the number RSU Award based upon the portion of Units granted to the RSU Restriction Period during which Participant pursuant to Section 2(a) hereofserved as an employee of LII, if any, which equals the greater determined as of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from July 9, 2007 to the date of death or Disability, as the case may be (whichever is sooner), and the denominator of which is thirty-six (36) and (y) 2,500 or (ii) 1,250 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator remainder of the deceased RSU Award will be cancelled. For purposes of this Agreement, “Disability” means permanently disabled (completely unable to perform Participant’s estate or duties as defined in the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion benefit plans of the Units then remaining unvested shall be forfeited. If the Participant’s employment with the Company is terminated by Participant’s death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the first Anniversary of Participant’s termination for death or Disability, 1,250 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicableCompany), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment, if such Change in Control Amount has not yet been paid to the Participant prior to the Participant’s termination of employment due to death or Disability. (e) In the event of a Change in Control, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to the consummation of the Change in Control and, upon consummation of the Change in Control, shall be converted into such amount of cash, securities or other property (or any combination thereof) received by the stockholders of the Company in connection with the Change in Control (the “Change in Control Amount”). The Change in Control Amount shall be distributed to the Participant no later than thirty (30) days following the Change in Control Date.

Termination of Employment; Change in Control. (a) For purposes of this Section 43, the terms Cause, Without Cause, Good ReasonDisability, Without Good Reason Consulting Term, Consulting Arrangement and Disability Term of Employment shall have the meanings ascribed to such terms in the Participant’s employment agreement with the Company, dated as of the date hereof, as amended or restated from time to timeEmployment Agreement; provided, however, if the Participant is no longer employed pursuant to such employment agreementEmployment Agreement, each such term shall have the meaning ascribed to it in the employment agreement last in effect which contains such defined term. (b) If the Participant’s employment with the Company or the Consulting Arrangement, as applicable, is terminated by the Company for Cause or by if the Participant Without Good Reasonterminates his employment or the Consulting Arrangement, as applicable, by resignation, the Participant shall forfeit all Units granted the opportunity to the Participant receive Shares pursuant to Section 2(a) hereof (or, in the event a Change in Control has occurred, the earned but unpaid Change in Control Amount if such Change in Control Amount has not yet been paid to the Participant prior to such termination of employment), if any, Amount) as of the date of termination of employmentsuch termination. (c) If the Participant’s employment with the Company or the Consulting Arrangement, as applicable, is terminated by the Company Without Cause, or is terminated by the Participant for Good Reason, (i)(Ai) all Units granted Shares vested but not yet issued to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed hereof on or prior to the Participant, and (B) any additional Units that satisfy the Hurdle Price Condition on or before July 8, 2010, if any, date of such termination shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the Participant, or, (ii) in the event a Change in Control and the Vesting Date has occurred, the Participant shall be entitled to receive the Change in Control Amount upon the date of such termination. (d) If the Participant’s employment with the Company or the Consulting Arrangement, as applicable, is terminated due to the Participant’s death or Disability, (i) all Shares vested but not yet issued to the Participant pursuant to Section 2(a) hereof on or prior to the date of such termination shall be immediately distributed to the Participant, or, (ii) in the event a Change in Control and the Vesting Date has occurred, the Participant shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment, if such Change in Control Amount has not yet been paid to the Participant prior to such termination of employment. (d) If the Participant’s employment with the Company is terminated due to the Participant’s death or Disability, the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from July 9, 2007 to the date of death or Disability, as the case may be (whichever is sooner), and the denominator of which is thirty-six (36) and (y) 2,500 or (ii) 1,250 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant’s employment with the Company is terminated by Participant’s death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the first Anniversary of Participant’s termination for death or Disability, 1,250 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment, if such Change in Control Amount has not yet been paid to the Participant prior to the Participant’s termination of employment due to death or Disabilitytermination. (e) In Subject to Sections 3(b), 3(c) and 3(d) above, in the event of a Change in ControlControl during the Term of Employment or the Consulting Term that results in the Shares ceasing to exist as equity securities of the Company, all Units granted the Participant’s right to receive the Participant Shares pursuant to Section 2(a) hereof, if any, hereof shall be converted into shares of Common Stock immediately prior the right to receive, on the consummation of the Change in Control andVesting Date, upon consummation of the Change in Control, shall be converted into such amount of cash, securities or other property (or any combination thereof) received by the stockholders of the Company in connection with such Change in Control as if such Shares were issued and outstanding and held of record by the Participant immediately prior to such Change in Control (the “Change in Control Amount”). The Change in Control Amount shall be distributed determined by the Company’s Compensation Committee, in its sole and absolute discretion, or by such other committee, entity or person that shall be the successor to the Participant no later than thirty (30) days responsibilities of the Company’s Compensation Committee following the such Change in Control DateControl.

Termination of Employment; Change in Control. (a) For purposes of this Section 4, the terms CauseRelease, Without Cause, Good Reason, Without Good Reason and Disability shall have the meanings ascribed to such terms in the Participant’s employment agreement with the Company, dated as of the date hereof, as amended or restated from time to timeEmployment Agreement; provided, however, if the Participant is no longer employed pursuant to such employment agreementEmployment Agreement, each such term shall have the meaning ascribed to it in the employment agreement Employment Agreement last in effect which contains such defined term. (b) If the Participant’s Unless otherwise provided in this Section 4, upon any termination of employment with the Company is terminated by the Company for Cause or by the Participant Without Good ReasonCompany, the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof (orCompany, in without compensation, all the event a Change in Control has occurred, shares of Restricted Stock which have not vested on the Change in Control Amount if such Change in Control Amount has not yet been paid to the Participant prior to date of such termination of employment), if any, as of employment with the date of termination of employmentCompany. (c) If the Participant’s employment with the Company is terminated terminated: (i) by the Company Without without Cause, ; (ii) by reason of the Company’s non-renewal of the Employment Agreement; or is terminated (iii) by the Participant for Good Reason, (i)(A) all Units granted to Reason and provided that the Participant pursuant executes, delivers (and does not revoke) the Release as provided for in the Employment Agreement, then (i) the number of Time Based Shares equal to Section 2(a(A) hereof, if any, shall vest, be converted into the number of such shares that would have vested on the December 31 of Common Stock and be immediately distributed to the Participant, and year in which the termination occurred multiplied by (B) any additional Units that satisfy a fraction equal to the Hurdle Price Condition on or before July 8number of days from January 1 of the year in which the termination occurs to the date of termination, 2010, if anydivided by 365, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock termination; and be immediately distributed to the Participant, or, (ii) in the event a Change in Control has occurrednumber of Performance Based Shares with respect to which the applicable Benchmarks have been met as of the date of termination, the Participant shall be entitled to receive the Change in Control Amount, if any, upon vest as of the date of termination of employment(retroactively, if such Change in Control Amount has not yet been paid necessary due to the Participant prior timing of the Written Certification) subject to such termination of employmentWritten Certification. (d) If In the event Change in Control occurs during the “Term” (as defined in the Employment Agreement) or within 120 days following the termination of Participant’s employment with the Company is terminated due to other than by the Participant’s death Company for Cause or Disability, the number of Units granted to by the Participant pursuant to Section 2(a) hereofwithout Good Reason, if any, which equals the greater of then: (i) the product of (x) a fraction Time Based Shares shall fully vest at the numerator of which is the number of completed whole months elapsed from July 9, 2007 to the date of death or Disability, as the case may be (whichever is sooner), and the denominator of which is thirty-six (36) and (y) 2,500 or (ii) 1,250 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant’s employment with the Company is terminated by Participant’s death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the first Anniversary of Participant’s termination for death or Disability, 1,250 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment, if such Change in Control Amount has not yet been paid to the Participant prior to the Participant’s termination of employment due to death or Disability. (e) In the event of a Change in Control, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to the consummation time of the Change in Control and, upon consummation Control; and (ii) the Performance Based Shares shall vest at the time of the Change in Control, to the extent any of the Benchmarks have been met at such time. Solely for purposes of clause 4(d)(ii) above, if the purchase price per share of Common Stock (or the fair market value of a share of Common Stock, where a determination of the valuation of a share would be required), is equal to or greater than any of the per share prices set forth in the applicable provisions of Section 3(d), the corresponding Benchmark shall be converted into deemed to have been met, regardless of whether such amount price has been maintained for the requisite period of cash, securities or other property (or any combination thereof) received by the stockholders of the Company in connection with the Change in Control (the “Change in Control Amount”). The Change in Control Amount shall be distributed to the Participant no later than thirty (30) days following the Change in Control Datetime.

Termination of Employment; Change in Control. (a) For purposes of this Section 4, the terms Cause, Without Cause, Good Reason, Without Good Reason and Disability shall have the meanings ascribed to such terms in the Participant’s employment agreement with the Company, dated as of the date hereof, as amended or restated from time to time; provided, however, if the Participant is no longer employed pursuant to such employment agreement, each such term shall have the meaning ascribed to it in the employment agreement last in effect which contains such defined term. (b) If the Participant’s employment with the Company is terminated by the Company for Cause or by the Participant Without Good Reason, the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof (or, in the event a Change in Control has occurred, the Change in Control Amount if such Change in Control Amount has not yet been paid to the Participant prior to such termination of employment), if any, as of the date of termination of employment. (c) If the Participant’s employment with the Company is terminated by the Company Without Cause, or is terminated by the Participant for Good Reason, (i)(A) all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant, and (B) any additional Units that satisfy the Hurdle Price Condition on or before July 8, 2010, if any, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the Participant, or, (ii) in the event a Change in Control has occurred, the Participant shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment, if such Change in Control Amount has not yet been paid to the Participant prior to such termination of employment. (d) If the Participant’s employment with the Company is terminated due to the Participant’s death or Disability, the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months days elapsed from July 9, 2007 the Effective Date to the date of death or Disability, as the case may be (whichever is sooner), and the denominator of which is thirty-six the number days from (36and including) the Effective Date and through (and including) December 31, 2011 and (y) 2,500 4,000 or (ii) 1,250 2,000 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant’s employment with the Company is terminated by Participant’s death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the first Anniversary of Participant’s termination for death or Disabilitysatisfied, 1,250 2,000 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment, if such Change in Control Amount has not yet been paid to the Participant prior to the Participant’s termination of employment due to death or Disability. (e) In the event of a Change in Control, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to the consummation of the Change in Control and, upon consummation of the Change in Control, shall be converted into such amount of cash, securities or other property (or any combination thereof) received by the stockholders of the Company in connection with the Change in Control (the “Change in Control Amount”). The Change in Control Amount shall be distributed to the Participant no later than thirty (30) days following the Change in Control Date.

Termination of Employment; Change in Control. (a) For purposes of this Section 4, the terms Cause, Without Cause, Good Reason, Without Good Reason and Disability shall have the meanings ascribed to such terms in the Participant’s employment agreement with the Company, dated as of the date hereof, as amended or restated from time to time; provided, however, if the Participant is no longer employed pursuant to such employment agreement, each such term shall have the meaning ascribed to it in the employment agreement last in effect which contains such defined term. (b) If the Participant’s employment with the Company is terminated by the Company for Cause or by the Participant Without Good Reason, the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof (or, in the event a Change in Control has occurred, the Change in Control Amount if such Change in Control Amount has not yet been paid to the Participant prior to such termination of employmentAmount), if any, as of the date of termination of employment. (c) If the Participant’s employment with the Company is terminated by the Company Without Cause, or is terminated by the Participant for Good Reason, (i)(A) all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant, and (B) any additional Units that satisfy the Hurdle Price Condition on or before July 8December 31, 20102009, if any, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the Participant, or, (ii) in the event a Change in Control has occurred, the Participant shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment, if such Change in Control Amount has not yet been paid to the Participant prior to such termination of employment. (d) If the Participant’s employment with the Company is terminated due to the Participant’s death or Disability, the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from July 9January 1, 2007 to the date of death or Disability, as the case may be (whichever is sooner), and the denominator of which is thirty-six (36) and (y) 2,500 18,900 or (ii) 1,250 9,450 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant’s employment with the Company is terminated by Participant’s death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the first Anniversary of Participant’s termination for death or Disability, 1,250 9,450 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment, if such Change in Control Amount has not yet been paid to the Participant prior to the Participant’s termination of employment due to death or Disability. (e) In the event of a Change in Control, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to the consummation of the Change in Control and, upon consummation of the Change in Control, shall be converted into such amount of cash, securities or other property (or any combination thereof) received by the stockholders of the Company in connection with the Change in Control (the “Change in Control Amount”). The Change in Control Amount shall be distributed to the Participant no later than thirty (30) days on or promptly following the Change in Control Date.

Termination of Employment; Change in Control. It is understood that you are an “at-will” employee. Either you or the Company may terminate the employment relationship at any time and for any reason, with or without Cause or prior notice and without additional compensation to you, subject to the following: (a) For purposes the Company may terminate your employment for Cause (as defined below) upon written notice to you effective immediately, in which case you will not be entitled to receive any form of this Section 4, payment other than your earned salary and accrued but unused vacation through your date of termination (the terms Cause, Without Cause, Good Reason, Without “Accrued Obligations”): (b) you may terminate your employment voluntarily other than for Good Reason and Disability shall have the meanings ascribed (as defined below) upon at least thirty (30) days’ prior written notice to such terms in the Participant’s employment agreement with the Company, dated in which case you will not be entitled to receive any form of payment other than the Accrued Obligations; and (c) the Company may terminate your employment without Cause upon written notice to you effective immediately, provided and notwithstanding the foregoing, in the event that the Company terminates your employment without Cause, then, subject to you entering into and complying with a separation agreement and general release in a form provided by the Company that becomes fully effective (due to its timely execution and non-revocation) within sixty (60) days of the termination of your employment (such requirements, the “Release Requirements”), which may include noncompetition provisions consistent with the noncompetition provisions set forth in the Employee Non-Solicitation, Confidentiality and Assignment Agreement, in addition to Accrued Obligations, you will be entitled to: (i) payment of an amount equal to twelve (12) months of your then Base Salary as of the date hereofof termination, such amount to be paid in equal installments over a twelve (12) month period after the date of your termination in accordance with the Company’s usual payroll practices and periods, and (ii) provided you timely elect and remain eligible for coverage pursuant to Part 6 of Title I of ERISA, or similar state law (collectively, “COBRA”), payment or reimbursement to you of an amount equal to monthly COBRA premiums at the same rate as the Company pays for active employees for you and your eligible dependents until the earlier of twelve (12) months or the date you become eligible for coverage under a subsequent employer’s medical plan, subject to applicable COBRA terms and in compliance with applicable non-discrimination or other requirements under the Internal Revenue Code of 1986, as amended or restated from time to time; provided(the “Code”), howeverthe Patient Protection and Affordable Care Act, if and the Participant is no longer employed pursuant to such employment agreementHealth Care and Education Reconciliation Act (collectively the “Severance Payments”). In the interest of clarity, each such term shall have the meaning ascribed to it in the event your employment agreement last in effect which contains such defined termis terminated as a result of your (1) death, (2) disability, (3) resignation, or (4) termination for Cause by the Company, you will be entitled to the Accrued Obligations but you will not be entitled to the Severance Payments or any other compensation. (bd) If In the Participant’s event that, within the twelve (12) month period that immediately follows or the thirty (30) day period immediately prior to a Change in Control (as defined below), your employment with the Company is terminated by the Company for without Cause or by the Participant Without as a result of your resignation for Good Reason, then subject to your compliance with the Participant shall forfeit all Units granted Release Requirements and in lieu of the Severance Payments, you will be entitled to: (1) an amount equal to the Participant pursuant to Section 2(atwelve (12) hereof (or, in the event a Change in Control has occurred, the Change in Control Amount if such Change in Control Amount has not yet been paid to the Participant prior to such termination months of employment), if any, your then Base Salary as of the date of termination, such amount to be paid in equal installments over a twelve (12) month period after the date of your termination of employment. (c) If the Participant’s employment in accordance with the Company Company’s usual payroll practices and periods; (2) an amount equal to your target annual performance bonus amount for the year your employment is terminated by terminated, payable within sixty (60) days following the last day of your employment; (3) provided you timely elect and remain eligible for COBRA coverage, payment or reimbursement to you of an amount equal to monthly COBRA premiums at the same rate as the Company Without Causepays for active employees for you and your eligible dependents until the earlier of twelve (12) months or the date you become eligible for coverage under a subsequent employer’s medical plan, subject to applicable COBRA terms and in compliance with applicable non-discrimination or is terminated by other requirements under the Participant for Good ReasonInternal Revenue Code of 1986, as amended (i)(A) all Units granted to the Participant pursuant to Section 2(a) hereof“Code”), if any, shall vest, be converted into shares of Common Stock the Patient Protection and be immediately distributed to the ParticipantAffordable Care Act, and the Health Care and Education Reconciliation Act (Bcollectively, the “CIC Severance Payments”) and (4) immediate vesting of the then unvested portion of any additional Units that satisfy outstanding equity awards then held by you (together with the Hurdle Price Condition on or before July 8CIC Severance Payments, 2010the “CIC Severance Benefits”). In the interest of clarity, if any, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the Participant, or, (ii) in the event your employment is terminated within the twelve (12) month period that immediately follows or the thirty (30) day period immediately prior to a Change in Control has occurredas a result of your resignation without Good Reason or termination for Cause by the Company, the Participant shall you will be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment, if such Change in Control Amount has Accrued Obligations but you will not yet been paid to the Participant prior to such termination of employment. (d) If the Participant’s employment with the Company is terminated due to the Participant’s death or Disability, the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from July 9, 2007 to the date of death or Disability, as the case may be (whichever is sooner), and the denominator of which is thirty-six (36) and (y) 2,500 or (ii) 1,250 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant’s employment with the Company is terminated by Participant’s death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the first Anniversary of Participant’s termination for death or Disability, 1,250 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, if a Change in Control has occurred prior to such termination for death or Disability, the Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable) shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment, if such Change in Control Amount has not yet been paid to the Participant prior to the Participant’s termination of employment due to death CIC Severance Benefits or Disabilityany other compensation. (e) In the event For purposes of a Change in Control, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to the consummation of the Change in Control and, upon consummation of the Change in Control, shall be converted into such amount of cash, securities or other property (or any combination thereof) received by the stockholders of the Company in connection with the Change in Control (the “Change in Control Amount”). The Change in Control Amount shall be distributed to the Participant no later than thirty (30) days following the Change in Control Date.this Agreement: