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

Termination of Employment in Connection with a Change in Control. If the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason during (i) the 6-month period immediately preceding the date of the Change in Control or (ii) the 2-year period immediately following the date of the Change in Control, the Term of Employment shall end as of the date of the termination of the Executive’s employment without Cause or for Good Reason, as the case may be, and the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the Termination Date, payable within 15 days of the Termination Date; (2) all annual incentive compensation awards with respect to any year prior to the year in which the Termination Date occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days of the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) a pro rata Target Bonus, payable within 15 days of the Termination Date; (4) a lump sum cash amount equal to 300% of the sum of (i) the greater of (x) the Base Salary in effect on the Termination Date or (y) the Base Salary immediately prior to any reduction that would constitute Good Reason, plus (ii) the greater of (a) the Target Bonus in effect on the Termination Date or (b) the Target Bonus immediately prior to any reduction that would constitute Good Reason, payable within 15 days of the Termination Date; (5) all restricted stock, restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based LTIC awards, including but not limited to the Special Performance-Based Restricted Stock Grant, shall immediately vest as of the Termination Date and be paid or distributed, as the case may be, within 15 days of the Termination Date; (6) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the portion of the performance period completed as of the Termination Date and assuming, for these purposes, that all target goals had been achieved as of the Termination Date, payable within 15 days of the Termination Date; (7) all stock options held by the Executive as of the Termination Date and that were granted prior to the Effective Date shall remain exercisable until such times as they terminate in accordance with the terms of the applicable stock option agreements; (8) all stock options held by the Executive as of the Termination Date and that were granted on or after the Effective Date shall remain exercisable until the earlier of: (A) the stock option’s originally scheduled expiration date, or (B) the end of the 1-year period immediately following the Termination Date; (9) all premiums on health insurance for himself, his spouse and his dependents shall be fully paid by the Company for as long as they are eligible for COBRA coverage under the Company’s health plan; (10) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (11) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company. In no event shall a termination of the Executive’s employment without Cause in connection with a Change in Control occur unless the Company gives written notice to the Executive in accordance with Section 26 below.

Termination of Employment in Connection with a Change in Control. If the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason during (i) the 6-month period immediately preceding the date of the Change in Control or (ii) the 2-year period immediately following the date of the Change in Control, the Term of Employment shall end as of the date of the termination of the Executive’s employment without Cause or for Good Reason, as the case may be, and the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the Termination Date, payable within 15 days of the Termination Date; (2) all annual incentive compensation awards with respect to any year prior to the year in which the Termination Date occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days of the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) a pro rata Target Bonus, payable within 15 days of the Termination Date; (4) a lump sum cash amount equal to 300% of the sum of (i) the greater of (x) the Base Salary in effect on the Termination Date or (y) the Base Salary immediately prior to any reduction that would constitute Good Reason, plus (ii) the greater of (a) the Target Bonus in effect on the Termination Date or (b) the Target Bonus immediately prior to any reduction that would constitute Good Reason, payable within 15 days of the Termination Date; (5) all restricted stock, restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based LTIC awards, including but not limited to the Special Performance-Based Restricted Stock Grant, awards shall immediately vest as of the Termination Date and be paid or distributed, as the case may be, within 15 days of the Termination Date; (6) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the portion of the performance period completed as of the Termination Date and assuming, for these purposes, that all target goals had been achieved as of the Termination Date, payable within 15 days of the Termination Date; (7) all stock options held by the Executive as of the Termination Date and that were granted prior to the Effective Date shall remain exercisable until such times as they terminate in accordance with the terms of the applicable stock option agreements; (8) all stock options held by the Executive as of the Termination Date and that were granted on or after the Effective Date shall remain exercisable until the earlier of: (A) the stock option’s originally scheduled expiration date, or (B) the end of the 1-year period immediately following the Termination Date; (9) all premiums on health insurance for himself, his spouse and his dependents shall be fully paid by the Company for as long as they are eligible for COBRA coverage under the Company’s health plan; (10) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (11) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company. In no event shall a termination of the Executive’s employment without Cause in connection with a Change in Control occur unless the Company gives written notice to the Executive in accordance with Section 26 below.

Termination of Employment in Connection with a Change in Control. If the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason during (i) the 6-month period immediately preceding the date of the Change in Control or (ii) the 2-year period immediately following the date of the Change in Control, the Term of Employment shall end as of the date of the termination of the Executive’s employment without Cause or for Good Reason, as the case may be, and the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the Termination Date, payable within 15 days of after the Termination Date; (2) all annual incentive compensation awards with respect to any year prior to the year in which the Termination Date occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days of after the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) a pro rata Target Bonus, payable within 15 days of after the Termination Date; (4) a lump sum cash amount equal to 300% of the sum of (i) the greater of (x) the Base Salary in effect on the Termination Date or (y) the Base Salary immediately prior to any reduction that would constitute Good Reason, plus (ii) the greater of (a) the Target Bonus in effect on the Termination Date or (b) the Target Bonus immediately prior to any reduction that would constitute Good Reason, payable within 15 days of after the Termination Date; (5) all restricted stock, restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based LTIC awards, including but not limited to the Special Performance-Based Restricted Stock Grant, awards shall immediately vest as of the Termination Date assuming, for these purposes, that all target goals had been achieved as of the Termination Date and shall be paid or distributed, as the case may be, within 15 days of after the Termination Date; (6) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the portion of the performance period completed as of the Termination Date and assuming, for these purposes, that all target goals had been achieved as of the Termination Date, payable within 15 days of after the Termination Date; (7) all stock options held by the Executive as of the Termination Date and that were granted prior to the Effective Date February 1, 2008 shall remain exercisable until such times as they terminate in accordance with the terms of the applicable stock option agreements; (8) all stock options held by the Executive as of the Termination Date and that were granted on or after the Effective Date February 1, 2008 shall remain exercisable until the earlier of: (A) the stock option’s originally scheduled expiration date, or (B) the end of the 1-year period immediately following the Termination Date; (9) all premiums on health insurance for himselfthe Executive, his spouse and his dependents shall be fully paid by the Company for as long as they are eligible for COBRA coverage under the Company’s health plan; (10) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (11) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company. In no event shall a termination of the Executive’s employment without Cause in connection with a Change in Control occur unless the Company gives written notice to the Executive in accordance with Section 26 27 below.

Termination of Employment in Connection with a Change in Control. If the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason during (i) the 6-month period immediately preceding the date of the Change in Control or (ii) the 2-year period immediately following the date of the Change in Control, the Term of Employment shall end as of the date of the termination of the Executive’s employment without Cause or for Good Reason, as the case may be, and the Executive shall be entitled to the following: terminate his employment within one (1) year following a Change in Control and for Good Reason or the Company or any successor company terminates Executive’s employment within one (1) year following a Change in Control other than for Cause, notwithstanding the other terms of this Agreement, Executive shall have no further rights against the Company or the successor company hereunder, except for the right to receive (i) any unpaid Base Salary earned but not paid prior to the Termination Date, payable within 15 days of the Termination Date; (2) all annual incentive compensation awards with respect to plus any year prior to the year in which the Termination Date occurs accrued Bonus or Bonus that have has been earned but not paidyet paid with respect to the period prior to the effective date of termination, payable (iii) any accrued but unused vacation and (iii) an amount equal to eighteen (18) months of Base Salary, (iv) reimbursement of expenses to which Executive is entitled under Sections 2.1(d) and 2.2 hereof and (vi) if Executive elects to continue his health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following the termination of his employment, then the Company shall pay Executive’s monthly premium under COBRA (including any premium for coverage of Executive’ s spouse and/or dependents) as is consistent with the Senior Executive Cobra Coverage. In addition, the number of shares subject to Executive’s outstanding options equal to the number of shares that would vest over the twelve (12) month period following Executive’s termination of employment shall immediately vest and become exercisable. Except for COBRA premium payments and stock option vesting, all amounts payable under this Section 3.4 shall be paid in a single-lump sum cash payment as soon as practicable after termination of Executive’s employment, which in no event shall be more than thirty (30) days after Executive’s termination of employment. The Executive will have one hundred and eighty (180) days to exercise any such options vested but not yet exercised from the termination of employment or they shall terminate. In the event that any payment or benefit received or to be received by Executive pursuant to this Agreement or otherwise from the Company or any successor of the Company would be subject to the excise tax imposed by Code Section 4999 or any interest or penalties with respect to such excise tax (such excise tax and any such interest and penalties are collectively referred to herein as the “Excise Tax”), then Executive shall be entitled to either the full amount of the award had been determined as of payments and benefits or prior to the Termination Date, then within 15 days of the Termination Date or (ii) if the such lesser amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) a pro rata Target Bonus, payable within 15 days of the Termination Date; (4) a lump sum cash amount equal to 300% of the sum of (i) the greater of (x) the Base Salary in effect on the Termination Date or (y) the Base Salary immediately prior to any reduction that would constitute Good Reason, plus (ii) the greater of (a) the Target Bonus result in effect on the Termination Date or (b) the Target Bonus immediately prior to any reduction that would constitute Good Reason, payable within 15 days of the Termination Date; (5) all restricted stock, restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based LTIC awards, including but not limited to the Special Performance-Based Restricted Stock Grant, shall immediately vest as of the Termination Date and be paid or distributed, as the case may be, within 15 days of the Termination Date; (6) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the no portion of the performance period completed as payments or benefits being subject to excise tax under Code Section 4999, whichever of the Termination Date and assumingforegoing amounts results in the receipt by Executive, for these purposeson an after-tax basis, that all target goals had been achieved as of the Termination Dategreater payment. Unless the Company and Executive otherwise agree in writing, payable within 15 days of the Termination Date; (7) all stock options held by the Executive as of the Termination Date and that were granted prior to the Effective Date shall remain exercisable until such times as they terminate in accordance with the terms of the applicable stock option agreements; (8) all stock options held by the Executive as of the Termination Date and that were granted on or after the Effective Date shall remain exercisable until the earlier of: (A) the stock option’s originally scheduled expiration date, or (B) the end of the 1-year period immediately following the Termination Date; (9) all premiums on health insurance for himself, his spouse and his dependents any calculation required under this Section 3.5 shall be fully paid made in writing by independent public accountants agreed to by the Company and Executive, whose calculation shall be conclusive and binding upon Executive and the Company for all purposes. The Company and Executive shall furnish to the accountants such information and documents as long as they are eligible for COBRA coverage the accountants may reasonably request in order to make a determination under this Section 3.5. All fees and expenses of the accounting firm shall be borne solely by the Company’s health plan; (10) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (11) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company. In no event shall a termination of the Executive’s employment without Cause in connection with a Change in Control occur unless the Company gives written notice to the Executive in accordance with Section 26 below.

Termination of Employment in Connection with a Change in Control. If In the event Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason during the period commencing on (i) the 6earlier of (A) a public announcement by the Company of a transaction which, when consummated, will constitute a Change in Control and (B) the execution of a definitive transaction agreement to which the Company is a party which, when consummated, will constitute a Change in Control and ending on (ii) the earlier of (X) any decision by the Company that it is no longer pursuing the transaction contemplated by clause (A) of this Section 5(b), (Y) the termination of the executed definitive transaction agreement that would have effected a Change of Control contemplated by clause (B) of this Section 5(b) and (Z) the 12-month period anniversary of a Change in Control, then in lieu of the benefits described in Subsection (a) above, Executive shall be entitled to: (i) a severance payment in an amount equal to two (2) times the sum of (A) his Base Salary (if termination occurs before the IPO Effective Date, the Pre-IPO Base Salary, or after the IPO Effective Date, the Post-IPO Base Salary) as in effect immediately prior to the date of termination and (B) the average of the annual bonuses paid to Executive during the three completed years preceding the date of termination, paid over the Change 12-month period following the termination of his employment in Control or accordance with the Company’s payroll practices, which payments shall commence 15 days following and shall be subject to Executive’s execution and delivery to the Company of the Release, provided that execution and delivery of the Release shall occur no later than 45 days following the date Executive’s employment terminates and such Release has not been revoked and (ii) acceleration of vesting and/or exercisability of fifty percent (50%) of any outstanding options issued pursuant to the 2-year period immediately following the date of the Change in Control, the Term of Employment shall end Option and unvested as of the date of the termination of the Executive’s employment without Cause or for Good Reason, as the case may be, and the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the Termination Date, payable within 15 days of the Termination Date; (2) all annual incentive compensation awards with respect to any year prior to the year in which the Termination Date occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days of the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) a pro rata Target Bonus, payable within 15 days of the Termination Date; (4) a lump sum cash amount equal to 300% of the sum of (i) the greater of (x) the Base Salary in effect on the Termination Date or (y) the Base Salary immediately prior to any reduction that would constitute Good Reason, plus (ii) the greater of (a) the Target Bonus in effect on the Termination Date or (b) the Target Bonus immediately prior to any reduction that would constitute Good Reason, payable within 15 days of the Termination Date; (5) all restricted stock, restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based LTIC awards, including but not limited to the Special Performance-Based Restricted Stock Grant, shall immediately vest as of the Termination Date and be paid or distributed, as the case may be, within 15 days of the Termination Date; (6) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the portion of the performance period completed as of the Termination Date and assuming, for these purposes, that all target goals had been achieved as of the Termination Date, payable within 15 days of the Termination Date; (7) all stock options held by the Executive as of the Termination Date and that were granted prior to the Effective Date shall remain exercisable until such times as they terminate in accordance with the terms of the applicable stock option agreements; (8) all stock options held by the Executive as of the Termination Date and that were granted on or after the Effective Date shall remain exercisable until the earlier of: (A) the stock option’s originally scheduled expiration date, or (B) the end of the 1-year period immediately following the Termination Date; (9) all premiums on health insurance for himself, his spouse and his dependents shall be fully paid by the Company for as long as they are eligible for COBRA coverage under the Company’s health plan; (10) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (11) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company. In no event shall a termination of the Executive’s employment without Cause in connection with a Change in Control occur unless the Company gives written notice to the Executive in accordance with Section 26 belowtermination.

Termination of Employment in Connection with a Change in Control. If the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason during (i) the 6-month period immediately preceding the date of the Change in Control or (ii) the 2-year period immediately following the date of the Change in Control, the Term of Employment shall end as of the date of the termination of the Executive’s employment without Cause or for Good Reason, as the case may be, and the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the Termination Date, payable within 15 days of the Termination Date;; [Missing Graphic Reference] (2) all annual incentive compensation awards with respect to any year prior to the year in which the Termination Date occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days of the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) a pro rata Target Bonus, payable within 15 days of the Termination Date; (4) a lump sum cash amount equal to 300% of the sum of (i) the greater of (x) the Base Salary in effect on the Termination Date or (y) the Base Salary immediately prior to any reduction that would constitute Good Reason, plus (ii) the greater of (a) the Target Bonus in effect on the Termination Date or (b) the Target Bonus immediately prior to any reduction that would constitute Good Reason, payable within 15 days of the Termination Date; (5) all restricted stock, restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based LTIC awards, including but not limited to the Special Performance-Based Restricted Stock Grant, shall immediately vest as of the Termination Date and be paid or distributed, as the case may be, within 15 days of the Termination Date; (6) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the portion of the performance period completed as of the Termination Date and assuming, for these purposes, that all target goals had been achieved as of the Termination Date, payable within 15 days of the Termination Date; (7) all stock options held by the Executive as of the Termination Date and that were granted prior to the Effective Date shall remain exercisable until such times as they terminate in accordance with the terms of the applicable stock option agreements; (8) all stock options held by the Executive as of the Termination Date and that were granted on or after the Effective Date shall remain exercisable until the earlier of: (A) the stock option’s originally scheduled expiration date, or (B) the end of the 1-year period immediately following the Termination Date; (9) all premiums on health insurance for himself, his spouse and his dependents shall be fully paid by the Company for as long as they are eligible for COBRA coverage under the Company’s health plan; (10) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (11) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company. In no event shall a termination of the Executive’s employment without Cause in connection with a Change in Control occur unless the Company gives written notice to the Executive in accordance with Section 26 below.. [Missing Graphic Reference]

Termination of Employment in Connection with a Change in Control. If the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason during (i) the 6-month period immediately preceding the date of the Change in Control or (ii) the 2-year period immediately following the date of the Change in Control, the Term of Employment shall end as of the date of the termination of the Executive’s employment without Cause or for Good Reason, as the case may be, and the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the Termination Date, payable within 15 days of after the Termination Date; (2) all annual incentive compensation awards with respect to any year prior to the year in which the Termination Date occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days of after the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) a pro rata Target Bonus, payable within 15 days of after the Termination Date; (4) a lump sum cash amount equal to 300% of the sum of (i) the greater of (x) the Base Salary in effect on the Termination Date or (y) the Base Salary immediately prior to any reduction that would constitute Good Reason, plus (ii) the greater of (a) the Target Bonus in effect on the Termination Date or (b) the Target Bonus immediately prior to any reduction that would constitute Good Reason, payable within 15 days of after the Termination Date; (5) all restricted stock, restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based LTIC awards, including but not limited to the Special Performance-Based Restricted Stock Grant, awards shall immediately vest as of the Termination Date assuming, for these purposes, that all target goals had been achieved as of the Termination Date and shall be paid or distributed, as the case may be, within 15 days of after the Termination Date; (6) all long-term performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the portion of the performance period completed as of the Termination Date and assuming, for these purposes, that all target goals had been achieved as of the Termination Date, payable within 15 days of after the Termination Date; (7) all stock options held by the Executive as of the Termination Date and that were granted prior to the Effective Date February 1, 2008 shall remain exercisable until such times as they terminate in accordance with the terms of the applicable stock option agreements; (8) all stock options held by the Executive as of the Termination Date and that were granted on or after the Effective Date February 1, 2008 shall remain exercisable until the earlier of: (A) the stock option’s originally scheduled expiration date, or (B) the end of the 1-year period immediately following the Termination Date; (9) all premiums on health insurance for himselfthe Executive, his spouse and his dependents shall be fully paid by the Company for as long as they are eligible for COBRA coverage under the Company’s health plan; (10) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (11) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company. In the event that Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason during the 6-month period immediately preceding the date of the Change in Control, any amounts paid pursuant to this Section 11(d) shall be reduced by amounts previously paid under Section 11(a) and shall be paid within 15 days after the Change in Control. In no event shall a termination of the Executive’s employment without Cause in connection with a Change in Control occur unless the Company gives written notice to the Executive in accordance with Section 26 27 below.

Termination of Employment in Connection with a Change in Control. If the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason during (i) the 6-month period immediately preceding the date of the Change in Control or (ii) the 2-year period immediately following the date of the Change in Control, the Term of Employment shall end as of the date of the termination of the Executive’s employment without Cause or for Good Reason, as the case may be, and the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the Termination Date, payable within 15 days of after the Termination Date; (2) all annual incentive compensation awards with respect to any year prior to the year in which the Termination Date occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days of after the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) a pro rata Target Bonus, payable within 15 days of after the Termination Date; (4) a lump sum cash amount equal to 300% of the sum of (i) the greater of (x) the Base Salary in effect on the Termination Date or (y) the Base Salary immediately prior to any reduction that would constitute Good Reason, plus (ii) the greater of (a) the Target Bonus in effect on the Termination Date or (b) the Target Bonus immediately prior to any reduction that would constitute Good Reason, payable within 15 days of after the Termination Date; (5) all restricted stock, restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based LTIC awards, including but not limited to the Special Performance-Based Restricted Stock Grant, awards shall immediately vest as of the Termination Date assuming, for these purposes, that all target goals had been achieved as of the Termination Date and shall be paid or distributed, as the case may be, within 15 days of after the Termination Date; (6) all long-term performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the portion of the performance period completed as of the Termination Date and assuming, for these purposes, that all target goals had been achieved as of the Termination Date, payable within 15 days of after the Termination Date; (7) all stock options held by the Executive as of the Termination Date and that were granted prior to the Effective Date February 1, 2008 shall remain exercisable until such times as they terminate in accordance with the terms of the applicable stock option agreements; (8) all stock options held by the Executive as of the Termination Date and that were granted on or after the Effective Date February 1, 2008 shall remain exercisable until the earlier of: (A) the stock option’s originally scheduled expiration date, or (B) the end of the 1-year period immediately following the Termination Date; (9) all premiums on health insurance for himselfthe Executive, his spouse and his dependents shall be fully paid by the Company for as long as they are eligible for COBRA coverage under the Company’s health plan; (10) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (11) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company. In the event that Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason during the 6-month period immediately preceding the date of the Change in Control, any amounts paid pursuant to this Section 11(g) shall be reduced by amounts previously paid under Section 11(d) or 11(e) and shall be paid within 15 days after the Change in Control. In no event shall a termination of the Executive’s employment without Cause in connection with a Change in Control occur unless the Company gives written notice to the Executive in accordance with Section 26 27 below. In no event shall a termination of the Executive’s employment for Good Reason in connection with a Change in Control occur unless the Executive gives timely Good Reason Notice to the Company, in accordance with Section 11(e) above and Section 27 below.

Termination of Employment in Connection with a Change in Control. If the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason during (i) the 6-month period immediately preceding the date of the Change in Control or (ii) the 2-year period immediately following the date of the Change in Control, the Term of Employment shall end as of the date of the termination of the Executive’s employment without Cause or for Good Reason, as the case may be, and the Executive shall be entitled to the following: (1) Base Salary earned but not paid prior to the Termination Date, payable within 15 days of the Termination Date;; [Missing Graphic Reference] (2) all annual incentive compensation awards with respect to any year prior to the year in which the Termination Date occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days of the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) a pro rata Target Bonus, payable within 15 days of the Termination Date; (4) a lump sum cash amount equal to 300% of the sum of (i) the greater of (x) the Base Salary in effect on the Termination Date or (y) the Base Salary immediately prior to any reduction that would constitute Good Reason, plus (ii) the greater of (a) the Target Bonus in effect on the Termination Date or (b) the Target Bonus immediately prior to any reduction that would constitute Good Reason, payable within 15 days of the Termination Date; (5) all restricted stock, restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based LTIC awards, including but not limited to the Special Performance-Based Restricted Stock Grant, shall immediately vest as of the Termination Date and be paid or distributed, as the case may be, within 15 days of the Termination Date; (6) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the portion of the performance period completed as of the Termination Date and assuming, for these purposes, that all target goals had been achieved as of the Termination Date, payable within 15 days of the Termination Date; (7) all stock options held by the Executive as of the Termination Date and that were granted prior to the Effective Date shall remain exercisable until such times as they terminate in accordance with the terms of the applicable stock option agreements; (8) all stock options held by the Executive as of the Termination Date and that were granted on or after the Effective Date shall remain exercisable until the earlier of: (A) the stock option’s originally scheduled expiration date, or (B) the end of the 1-year period immediately following the Termination Date; (9) all premiums on health insurance for himself, his her spouse and his her dependents shall be fully paid by the Company for as long as they are eligible for COBRA coverage under the Company’s health plan; (10) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, 9 or 10 above; and (11) such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company. In no event shall a termination of the Executive’s employment without Cause in connection with a Change in Control occur unless the Company gives written notice to the Executive in accordance with Section 26 below.