Common use of TERMINATION UPON OR FOLLOWING A CHANGE IN CONTROL Clause in Contracts

TERMINATION UPON OR FOLLOWING A CHANGE IN CONTROL. (a) The Company shall have the right to terminate this Agreement and Executive’s employment in the event of or following a Change in Control (as defined in the Company’s 2004 Stock & Incentive Plan or any successor plan as in effect on the date such Change in Control event occurs) of the Company. If the Company terminates this Agreement and Executive’s employment other than a Termination for Cause (and other than (x) a Termination for Disability or a termination due to death or (y) termination due to notice of non-extension by either party pursuant to Section 3.1) either (i) at any time upon or during the twenty-four (24) month period following the occurrence of a Change in Control or (ii) within three (3) months before the occurrence of a Change in Control at the request of a third party (directly or indirectly) that consummates such Change in Control, Executive will be entitled to the following, subject to Section 3.8 and Section 6.15: (i) Executive shall receive as severance pay a cash lump sum payment equal to two (2) times the sum of (i) Executive’s Base Salary and (ii) Executive’s target bonus under Section 2.2 for the year of termination. Anything in the foregoing to the contrary notwithstanding, if the Change in Control is not also a “change in control event” (as defined in Treasury Regulation §1.409A-3(i)(5)), the severance pay described in this Section 3.5(a)(i) will be paid in accordance with the Company’s standard payroll practices in the same manner as under Section 3.4(a). (ii) Executive shall receive a Pro Rata Bonus; (iii) Executive shall receive any unpaid annual bonus earned in accordance with the terms of the AIP with respect to any fiscal year preceding the date of termination, payable when annual bonuses are paid to senior executives for such year; (iv) Executive shall become fully vested in his benefits under the Company’s Non-Qualified Deferred Compensation Plan on the date of termination and benefits under such plan will be paid in accordance with the terms of such plan; (v) Executive shall vest in outstanding equity awards in accordance with the terms of the applicable award agreements; (vi) In addition, Executive shall be entitled to continued participation for eighteen (18) months in the Company’s medical, dental and vision welfare benefit plans which cover Executive (and his eligible dependents) following termination of employment upon the same terms and conditions in effect for active employees of the Company subject to Executive’s continued co-payment of premiums for such coverage, to the extent that the terms of such plans permit Executive’s continued participation during such period; provided, in the event Executive obtains other employment and becomes covered by the other employer’s plan(s) that offers substantially similar or more favorable benefits, determined on a benefit-by-benefit and coverage-by-coverage basis, such continuation of benefits by the Company shall immediately cease. The continuation of medical, dental and vision benefits under this Section 3.5 shall be conterminous with, and reduce the period of coverage and count against, Executive’s right to healthcare continuation benefits under COBRA. If the Company cannot provide such coverage to Executive, it shall pay him the applicable COBRA premium each month (without any tax gross-up) as if coverage were being provided for such period of time when the coverage cannot be so provided; and (vii) Executive outplacement services as arranged and paid by the Company. In the event of a termination of Executive by the Company other than a Termination for Cause (and other than (x) a Termination for Disability or a termination due to death or (y) termination due to notice of non-extension by either party pursuant to Section 3.1) either (i) at any time upon or during the twenty-four (24) month period following the occurrence of a Change in Control or (ii) within three (3) months before the occurrence of a Change in Control at the request of a third party (directly or indirectly) that consummates such Change in Control, Executive acknowledges that he will not be entitled to any payments under Section 3.4 and that the Company shall have no obligations or liability to him under this Agreement other than the obligations set forth in this Section 3.5 and the Accrued Obligations. Subject to Section 3.8 and Section 6.15, the severance payment under Section 3.5(a)(i) shall be made on the first payroll date following the Release Date. (b) In the event that the Company, upon or during the twenty-four (24) month period following a Change in Control, (i) shall commit a “material breach of its obligations under this Agreement”, (ii) Executive gives written notice to the Company specifying the nature of such breach within thirty (30) days after the occurrence of such material breach, and (iii) the Company shall not have remedied such breach within thirty (30) days after receipt of such notice, Executive shall have the right and option to terminate this Agreement and his employment within ninety (90) days thereafter, which termination shall be treated as a termination other than a Termination for Cause (and other than (x) a Termination for Disability or a termination due to death or (y) termination due to notice of non-extension by either party pursuant to Section 3.1) under Section 3.5(a). For purposes of this Section 3.5(b), a “material breach of its obligations under this Agreement” by the Company shall mean any of the following which occur without the consent of Executive: (I) the assignment to Executive of any duties inconsistent with his position, authority or responsibilities as contemplated by Section 1.1 hereof, or any action by the Company that results in a diminution in such position, authority or responsibilities (excluding for these purposes an isolated and insubstantial action not taken in bad faith and, if remediable, which is remedied by the Company within thirty (30) days after receipt of notice thereof given by Executive within thirty (30) days after the occurrence of such action); (II) any failure by the Company to comply with the compensation and benefits provisions of Section 2 hereof; or (III) the relocation of the Company’s principal executive offices to a location more than thirty (30) miles from its current location in Cincinnati, Ohio.

TERMINATION UPON OR FOLLOWING A CHANGE IN CONTROL. (a) The Company shall have the right to terminate this Agreement and Executive’s employment in the event of or following a Change in Control (as defined in the Company’s 2004 Stock & and Incentive Plan Plan, or any successor plan plan, including, without limitation, the 2014 Stock and Incentive Plan, as in effect on the date such Change in Control event occurs) of the Company. If the Company terminates this Agreement and Executive’s employment other than a Termination for Cause (and other than (x) a Termination for Disability or a termination due to death or (y) termination due to notice of non-extension by either party pursuant to Section 3.1Disability) either (i) at any time upon or during the twenty-four (24) month period following the occurrence of a Change in Control (the “Change in Control Period”), or (ii) within three (3) months before the occurrence of a Change in Control at the request of a third party (directly or indirectly) that consummates such Change in Control, in addition to the Accrued Obligations, Executive will be entitled to the following, subject to Section 3.8 and Section 6.156.17: (i) Executive shall receive as severance pay a cash lump sum payment equal to two (2) times the sum of (i) Executive’s Base Salary and (ii) Executive’s target bonus under Section 2.2 for the year of termination. Anything in the foregoing to the contrary notwithstanding, if the Change in Control is not also a “change in control event” (as defined in Treasury Regulation §1.409A-3(i)(5)), the severance pay described in this Section 3.5(a)(i) will be paid in accordance with the Company’s standard payroll practices in the same manner as under Section 3.4(a). (ii) Executive shall receive a Pro Rata Bonus; (iii) Executive shall receive any unpaid annual bonus earned in accordance with the terms of the AIP with respect to any fiscal year preceding the date of termination, payable when annual bonuses are paid to senior executives for such year; (iv) Executive shall become fully vested in his benefits under the Company’s Non-Qualified Deferred Compensation Plan on the date of termination and benefits under such plan will be paid in accordance with the terms of such plan; (v) To the extent not fully vested, all stock options, time-based restricted stock and other time-based awards held by Executive shall become vested in full on the date of termination with vested stock options remaining exercisable for six (6) months following termination of employment (or the expiration of their term, if earlier). All PSUs and other performance-based awards shall vest in outstanding equity and be payable at the target amount (or the amount based upon actual performance, if greater) at the time awards in accordance with the terms are generally payable for a separation from service (other than on account of death or disability) under the applicable award agreementsagreement. Amounts with respect to PSUs or other awards (other than restricted stock or stock options) shall be paid in a manner that would not otherwise subject the award to any additional tax under Code Section 409A. Notwithstanding anything in this Section 3.5(a)(v) to the contrary, any LTI awards intended to be performance based compensation for purposes of Section 162(m) of the Code will only become vested and payable if the applicable Section 162(m) performance goal or goals have been met ; (vi) In addition, Executive shall be entitled to continued participation for eighteen (18) months in the Company’s medical, dental and vision welfare benefit plans which cover Executive (and his eligible dependents) following termination of employment upon the same terms and conditions in effect for active employees of the Company subject to Executive’s continued co-payment of premiums for such coverage, to the extent that the terms of such plans permit Executive’s continued participation during such period; provided, in the event Executive obtains other employment and becomes covered by the other employer’s plan(s) that offers substantially similar or more favorable benefits, determined on a benefit-by-benefit and coverage-by-coverage basis, such continuation of benefits by the Company shall immediately cease. The continuation of medical, dental and vision benefits under this Section 3.5 shall be conterminous with, and reduce the period of coverage and count against, Executive’s right to healthcare continuation benefits under COBRA. If In the event that the Company determines that it cannot provide such the coverage described in this Section 3.5(a)(vi) without penalties or adverse tax consequences to Executivethe Company, it the Company shall pay him directly to Executive a taxable lump-sum cash amount equal to the applicable COBRA then-unpaid amount of the Company’s portion of the premium each month (without any tax gross-up) as if coverage were being provided for such period of time when coverage, provided that such cash payment does not result in any penalties or adverse tax consequences to the coverage cannot be so providedCompany; and (vii) Executive outplacement services as arranged and paid by the Company. , consistent with the benefit for other executive officers under the Company’s Senior Executive Change in Control Plan. (b) In the event of a termination of Executive by the Company other than a Termination for Cause (and other than (x) a Termination for Disability or a termination due to death or (yDisability) termination due to notice of non-extension by either party pursuant to Section 3.1) either (i) at any time upon or during the twenty-four (24) month period following the occurrence of a Change in Control Period or (ii) within three (3) months before the occurrence of a Change in Control at the request of a third party (directly or indirectly) that consummates such Change in Control, Executive acknowledges that he will not be entitled to any payments under Section 3.4 and that the Company shall have no obligations or liability to him under this Agreement other than the obligations set forth in this Section 3.5 and the Accrued Obligations3.5. Subject to Section 3.8 and Section 6.156.17, the severance payment under Section 3.5(a)(i) shall be made on the first payroll date following the Release Date. (b) In the event that the Company, upon or during the twenty-four (24) month period following a Change in Control, (i) shall commit a “material breach of its obligations under this Agreement”, (ii) Executive gives written notice to the Company specifying the nature of such breach within thirty (30) days after the occurrence of such material breach, and (iii) the Company shall not have remedied such breach within thirty (30) days after receipt of such notice, Executive shall have the right and option to terminate this Agreement and his employment within ninety (90) days thereafter, which termination shall be treated as a termination other than a Termination for Cause (and other than (x) a Termination for Disability or a termination due to death or (y) termination due to notice of non-extension by either party pursuant to Section 3.1) under Section 3.5(a). For purposes of this Section 3.5(b), a “material breach of its obligations under this Agreement” by the Company shall mean any of the following which occur without the consent of Executive: (I) the assignment to Executive of any duties inconsistent with his position, authority or responsibilities as contemplated by Section 1.1 hereof, or any action by the Company that results in a diminution in such position, authority or responsibilities (excluding for these purposes an isolated and insubstantial action not taken in bad faith and, if remediable, which is remedied by the Company within thirty (30) days after receipt of notice thereof given by Executive within thirty (30) days after the occurrence of such action); (II) any failure by the Company to comply with the compensation and benefits provisions of Section 2 hereof; or (III) the relocation of the Company’s principal executive offices to a location more than thirty (30) miles from its current location in Cincinnati, Ohio.

TERMINATION UPON OR FOLLOWING A CHANGE IN CONTROL. (a) The Company shall have the right to terminate this Agreement and Executive’s employment in the event of or following a Change in Control (as defined in the Company’s 2004 Stock & Incentive Plan or any successor plan as in effect on the date such Change in Control event occurs) of the Company. If the Company terminates this Agreement and Executive’s employment other than a Termination for Cause (and other than (x) a Termination for Disability or a termination due to death or (y) termination due to notice of non-extension by either party pursuant to Section 3.1) either (iDisability) at any time upon or during the twenty-four (24) month period following the occurrence of a Change in Control or (ii) within three (3) months before the occurrence of a Change in Control at the request of a third party (directly or indirectly) that consummates such Change in Control, Executive will be entitled to the following, subject to Section 3.8 and Section 6.153.8: (i) Executive shall receive as severance pay a cash lump sum payment equal to two one and on-half (21.5) times the sum of (i) Executive’s Base Salary and (ii) Executive’s target bonus under Section 2.2 for the year of terminationSalary. Anything in the foregoing to the contrary notwithstanding, if the Change in Control is not also a “change in control event” (as defined in Treasury Regulation §1.409A-3(i)(5)), the severance pay described in this Section 3.5(a)(isubsection (i) will be paid in accordance with the Company’s standard payroll practices in the same manner as under Section 3.4(a).; (ii) Executive shall receive a Pro Rata Bonus; (iii) Executive shall receive any unpaid annual bonus earned in accordance with the terms of the AIP with respect to any fiscal year ending on or preceding the date of termination, payable when annual bonuses are paid to senior executives for such year; (iv) Executive shall become To the extent not fully vested in his benefits under the Company’s Non-Qualified Deferred Compensation Plan vested, on the date of termination termination, the remaining installment(s) of the 2012 long term incentive award (described in Section 2.3 above) and benefits under such plan will be paid the Buy-Out Stock Award shall become vested and unrestricted in accordance with the terms of such planfull; (v) Executive To the extent not issued or paid, the guaranteed 2011 bonus shall vest in outstanding equity awards in accordance with the terms be paid when 2011 bonuses are paid to senior executives of the applicable award agreements;Company; and (vi) In addition, Executive shall be entitled to continued participation for eighteen (18) months in the Company’s medical, dental and vision welfare benefit plans which cover Executive (and his eligible dependents) following termination of employment upon the same terms and conditions in effect for active employees of the Company subject to Executive’s continued co-payment of premiums for such coverage, to the extent that the terms of such plans permit Executive’s continued participation during such period; provided, in the event Executive obtains other employment and becomes covered by the other employer’s plan(s) that offers substantially similar or more favorable benefits, determined on a benefit-by-benefit and coverage-by-coverage basis, such continuation of benefits by the Company shall immediately cease. The continuation of medical, dental and vision benefits under this Section 3.5 shall be conterminous with, and reduce the period of coverage and count against, Executive’s right to healthcare continuation benefits under COBRA. If the Company cannot provide such coverage to Executive, it shall pay him the applicable COBRA premium each month (without any tax gross-up) as if coverage were being provided for such period of time when the coverage cannot be so provided; and (vii) Executive outplacement services as arranged and paid by the Company. In the event of This Section 3.5 shall also apply to a termination of Executive by the Company other than a Termination for Cause (and other than (x) a Termination for Disability or a termination due to death or (y) termination due to notice of non-extension by either party pursuant to Section 3.1) either (i) at any time upon or during the twenty-four (24) month period following the occurrence of a Change in Control or (ii) within three (3) months before the occurrence of a Change in Control at the request of a third party (directly or indirectly) that consummates such Change in Control. In the event of a termination of Executive by the Company other than a Termination for Cause upon or during the twenty-four (24) month period following the occurrence of a Change in Control, Executive acknowledges that he will not be entitled to any payments under Section 3.4 and that the Company shall have no obligations or liability to him under this Agreement whatsoever other than the obligations set forth in this Section 3.5 and the Accrued Obligationsor in Section 3.7. Subject to Section 3.8 and Section 6.156.14, the severance payment under Section 3.5(a)(i) shall be made on the first payroll date following the Release Datenot later than thirty (30) days after Executive’s Separation from Service occurs. (b) In the event that the Company, upon or during the twenty-four (24) month period following a Change in Control, (i) shall commit a “material breach of its obligations under this Agreement”, (ii) Executive gives written notice to the Company from Executive specifying the nature of such breach within thirty (30) days after the occurrence of such material breach, and (iii) the Company shall not have remedied such breach within thirty (30) days after receipt of such notice, Executive shall have the right and option to terminate this Agreement and his employment within ninety (90) days thereafter, which termination shall be treated as a termination other than a Termination for Cause (and other than (x) a Termination for Disability or a termination due to death or (y) termination due to notice of non-extension by either party pursuant to Section 3.1Disability) under Section 3.5(a). For purposes of this Section 3.5(b), a “material breach of its obligations under this Agreementobligations” by the Company shall mean any of the following which occur without the consent of Executivemean: (Ii) the assignment to Executive of any duties inconsistent with his position, authority or responsibilities as contemplated by Section 1.1 hereof, or any action by the Company that results in a diminution in such position, authority or responsibilities (excluding for these purposes an isolated and insubstantial action not taken in bad faith and, if remediable, and which is remedied by the Company within thirty (30) days promptly after receipt of notice thereof given by Executive within thirty (30) days after the occurrence of such actionExecutive); (IIii) any failure by the Company to comply with the compensation and benefits provisions of Section 2 hereof; or and (IIIiii) the relocation of the Company’s principal executive offices to a location more than thirty (30) 30 miles from its current location in CincinnatiCovington, OhioKentucky.

TERMINATION UPON OR FOLLOWING A CHANGE IN CONTROL. (a) The Company shall have the right to terminate this Agreement and Executive’s employment in the event of or following a Change in Control (as defined in the Company’s 2004 Stock & Incentive Plan or any successor plan as in effect on the date such Change in Control event occurs) of the Company. If the Company terminates this Agreement and Executive’s employment other than a Termination for Cause (and other than (x) a Termination for Disability or a termination due to death or (y) termination due to notice of non-extension by either party pursuant to Section 3.1) either (iDisability) at any time upon or during the twenty-four (24) month period following the occurrence of a Change in Control or (ii) within three (3) months before the occurrence of a Change in Control at the request of a third party (directly or indirectly) that consummates such Change in Control, Executive will be entitled to the following, subject to Section 3.8 and Section 6.153.8: (i) Executive shall receive as severance pay a cash lump sum payment equal to two one and one-half (21.5) times the sum of (i) Executive’s Base Salary and (ii) Executive’s target bonus under Section 2.2 for the year of terminationSalary. Anything in the foregoing to the contrary notwithstanding, if the Change in Control is not also a “change in control event” (as defined in Treasury Regulation §1.409A-3(i)(5)), the severance pay described in this Section 3.5(a)(isubsection (i) will be paid in accordance with the Company’s standard payroll practices in the same manner as under Section 3.4(a).; (ii) Executive shall receive a Pro Rata Bonus; (iii) Executive shall receive any unpaid annual bonus earned in accordance with the terms of the AIP with respect to any fiscal year ending on or preceding the date of termination, payable when annual bonuses are paid to senior executives for such year; (iv) Executive shall become To the extent not fully vested in his benefits under the Company’s Non-Qualified Deferred Compensation Plan vested, on the date of termination termination, the remaining installment(s) of the Sign-On Stock Award shall become vested and benefits under such plan will be paid unrestricted in accordance with the terms of such planfull; (v) Executive To the extent not issued or paid, the guaranteed 2011 bonus shall vest in outstanding equity awards in accordance with the terms be paid when 2011 bonuses are paid to senior executives of the applicable award agreements;Company; and (vi) In addition, Executive shall be entitled to continued participation for eighteen (18) months in the Company’s medical, dental and vision welfare benefit plans which cover Executive (and his eligible dependents) following termination of employment upon the same terms and conditions in effect for active employees of the Company subject to Executive’s continued co-payment of premiums for such coverage, to the extent that the terms of such plans permit Executive’s continued participation during such period; provided, in the event Executive obtains other employment and becomes covered by the other employer’s plan(s) that offers substantially similar or more favorable benefits, determined on a benefit-by-benefit and coverage-by-coverage basis, such continuation of benefits by the Company shall immediately cease. The continuation of medical, dental and vision benefits under this Section 3.5 shall be conterminous with, and reduce the period of coverage and count against, Executive’s right to healthcare continuation benefits under COBRA. If the Company cannot provide such coverage to Executive, it shall pay him the applicable COBRA premium each month (without any tax gross-up) as if coverage were being provided for such period of time when the coverage cannot be so provided; and. (vii) Executive outplacement services as arranged and paid by the Company. In the event of This Section 3.5 shall also apply to a termination of Executive by the Company other than a Termination for Cause (and other than (x) a Termination for Disability or a termination due to death or (y) termination due to notice of non-extension by either party pursuant to Section 3.1) either (i) at any time upon or during the twenty-four (24) month period following the occurrence of a Change in Control or (ii) within three (3) months before the occurrence of a Change in Control at the request of a third party (directly or indirectly) that consummates such Change in Control. In the event of a termination of Executive by the Company other than a Termination for Cause upon or during the twenty-four (24) month period following the occurrence of a Change in Control, Executive acknowledges that he will not be entitled to any payments under Section 3.4 and that the Company shall have no obligations or liability to him under this Agreement whatsoever other than the obligations set forth in this Section 3.5 and the Accrued Obligationsor in Section 3.7. Subject to Section 3.8 and Section 6.156.14, the severance payment under Section 3.5(a)(i) shall be made on the first payroll date following the Release Datenot later than thirty (30) days after Executive’s Separation from Service occurs. (b) In the event that the Company, upon or during the twenty-four (24) month period following a Change in Control, (i) shall commit a “material breach of its obligations under this Agreement”, (ii) Executive gives written notice to the Company from Executive specifying the nature of such breach within thirty (30) days after the occurrence of such material breach, and (iii) the Company shall not have remedied such breach within thirty (30) days after receipt of such notice, Executive shall have the right and option to terminate this Agreement and his employment within ninety (90) days thereafter, which termination shall be treated as a termination other than a Termination for Cause (and other than (x) a Termination for Disability or a termination due to death or (y) termination due to notice of non-extension by either party pursuant to Section 3.1Disability) under Section 3.5(a). For purposes of this Section 3.5(b), a “material breach of its obligations under this Agreementobligations” by the Company shall mean any of the following which occur without the consent of Executivemean: (Ii) the assignment to Executive of any duties inconsistent with his position, authority or responsibilities as contemplated by Section 1.1 hereof, or any action by the Company that results in a diminution in such position, authority or responsibilities (excluding for these purposes an isolated and insubstantial action not taken in bad faith and, if remediable, and which is remedied by the Company within thirty (30) days promptly after receipt of notice thereof given by Executive within thirty (30) days after the occurrence of such actionExecutive); (IIii) any failure by the Company to comply with the compensation and benefits provisions of Section 2 hereof; or and (IIIiii) the relocation of the Company’s principal executive offices to a location more than thirty (30) 30 miles from its current location in CincinnatiCovington, OhioKentucky.

TERMINATION UPON OR FOLLOWING A CHANGE IN CONTROL. (a) The Company shall have the right to terminate this Agreement and Executive’s employment in the event of or following a Change in Control (as defined in the Company’s 2004 Stock & Incentive Plan or any successor plan as in effect on the date such Change in Control event occurs) of the Company. If the Company terminates this Agreement and Executive’s employment other than a Termination for Cause (and other than (x) a Termination for Disability or a termination due to death or (y) termination due to notice of non-extension by either party pursuant to Section 3.1) either (iDisability) at any time upon or during the twenty-four (24) month period following the occurrence of a Change in Control or (ii) within three (3) months before the occurrence of a Change in Control at the request of a third party (directly or indirectly) that consummates such Change in Control, Executive will be entitled to the following, subject to Section 3.8 and Section 6.153.8: (i) Executive shall receive as severance pay a cash lump sum payment equal to two (2) times the sum of (i) Executive’s Base Salary and (ii) Executive’s target bonus under Section 2.2 for the year of terminationSalary. Anything in the foregoing to the contrary notwithstanding, if the Change in Control is not also a “:change in control event” (as defined in Treasury Regulation §1.409A-3(i)(5)), the severance pay described in this Section 3.5(a)(isubsection (i) will be paid in accordance with the Company’s standard payroll practices in the same manner as under Section 3.4(a) (but no less frequently that monthly).; (ii) Executive shall receive a Pro Rata Bonus; (iii) Executive shall receive any unpaid annual bonus earned in accordance with the terms of the AIP with respect to any fiscal year ending on or preceding the date of termination, payable when annual bonuses are paid to senior executives for such year; (iv) Executive shall become To the extent not fully vested or granted as set forth in his benefits under the Company’s Non-Qualified Deferred Compensation Plan section 2.5, on the date of termination termination, the remaining installment(s) of the Sign-On Stock Award (or an economically equivalent award) shall, as applicable, be granted and benefits under such plan will be paid become vested and unrestricted in accordance with the terms of such planfull; (v) Executive To the extent not issued or paid, the guaranteed 2011 bonus under Section 2.2 shall vest in outstanding equity awards in accordance with the terms be paid when 2011 bonuses are paid to senior executives of the applicable award agreements;Company. (vi) In additionTo the extent not paid, the Sign-On Bonus under Section 2.4; and (vii) Executive shall be entitled to continued participation for eighteen (18) months in the Company’s medical, dental and vision welfare benefit plans which cover Executive (and his her eligible dependents) following termination of employment upon the same terms and conditions in effect for active employees of the Company subject to Executive’s continued co-payment of premiums for such coverage, to the extent that the terms of such plans permit Executive’s continued participation during such period; providedprovide, in the event Executive obtains other employment and becomes covered by the other employer’s plan(s) that offers substantially similar or more favorable generally comparable benefits, determined on a benefit-by-benefit and coverage-by-coverage basis, such continuation of benefits by the Company shall immediately cease. The continuation of medical, dental and vision benefits under this Section 3.5 3.4 shall be conterminous with, and reduce the period of coverage and count against, Executive’s right to healthcare continuation benefits under COBRA. If the Company cannot provide such coverage to Executive, it shall pay him her the applicable COBRA premium each month (without any tax gross-up) as if coverage were being provided for such period of time when the coverage cannot be so provided; and (vii) Executive outplacement services as arranged and paid by the Company. In the event of a termination of Executive by the Company other than a Termination for Cause (and other than (x) a Termination for Disability or a termination due to death or (y) termination due to notice of non-extension by either party pursuant to Section 3.1) either (i) at any time upon or during the twenty-four (24) month period following the occurrence of a Change in Control or (ii) within three (3) months before the occurrence of a Change in Control at the request of a third party (directly or indirectly) that consummates such Change in Control, Executive acknowledges that he will not be entitled to any payments under Section 3.4 and that the Company shall have no obligations or liability to him under this Agreement other than the obligations set forth in this Section 3.5 and the Accrued Obligations. Subject to Section 3.8 and Section 6.15, the severance payment under Section 3.5(a)(i) shall be made on the first payroll date following the Release Date. (b) In the event that the Company, upon or during the twenty-four (24) month period following a Change in Control, (i) shall commit a “material breach of its obligations under this Agreement”, (ii) Executive gives written notice to the Company specifying the nature of such breach within thirty (30) days after the occurrence of such material breach, and (iii) the Company shall not have remedied such breach within thirty (30) days after receipt of such notice, Executive shall have the right and option to terminate this Agreement and his employment within ninety (90) days thereafter, which termination shall be treated as a termination other than a Termination for Cause (and other than (x) a Termination for Disability or a termination due to death or (y) termination due to notice of non-extension by either party pursuant to Section 3.1) under Section 3.5(a). For purposes of this Section 3.5(b), a “material breach of its obligations under this Agreement” by the Company shall mean any of the following which occur without the consent of Executive: (I) the assignment to Executive of any duties inconsistent with his position, authority or responsibilities as contemplated by Section 1.1 hereof, or any action by the Company that results in a diminution in such position, authority or responsibilities (excluding for these purposes an isolated and insubstantial action not taken in bad faith and, if remediable, which is remedied by the Company within thirty (30) days after receipt of notice thereof given by Executive within thirty (30) days after the occurrence of such action); (II) any failure by the Company to comply with the compensation and benefits provisions of Section 2 hereof; or (III) the relocation of the Company’s principal executive offices to a location more than thirty (30) miles from its current location in Cincinnati, Ohio.

TERMINATION UPON OR FOLLOWING A CHANGE IN CONTROL. (a) The Company shall have the right to terminate this Agreement and Executive’s employment in the event of or following a Change in Control (as defined in the Company’s 2004 Stock & Incentive Plan or any successor plan SIP as in effect on the date such Change in Control event occurs) of the Company. If the Company terminates this Agreement and Executive’s employment other than a Termination for Cause (and other than (x) a Termination for Disability or a termination due to death or (y) termination due to notice of non-extension by either party pursuant to Section 3.1) either (iDisability) at any time upon or during the twenty-four (24) month period following the occurrence of a Change in Control or (ii) Control, subject to Section 3.8. This Section 3.5 shall also apply to a termination by the Company other than for Cause within three (3) months before the occurrence of a Change in Control at the request of a third party (directly or indirectly) that consummates such Change in Control, Executive will be entitled to the following, subject to Section 3.8 and Section 6.15:. (i) Executive shall receive as severance pay a cash lump sum payment equal to two (2) times the sum of (i) Executive’s Base Salary and (ii) Executive’s target bonus under Section 2.2 for the year of terminationSalary. Anything in the foregoing to the contrary notwithstanding, if the Change in Control is not also a “change in control event” (as defined in Treasury Regulation §1.409A-3(i)(5)), the severance pay described in this Section 3.5(a)(isubsection (i) will be paid in accordance with the Company’s standard payroll practices in the same manner as under Section 3.4(a). (ii) Executive shall receive a Pro Rata Bonus;; and (iii) Executive shall receive any unpaid annual bonus earned in accordance with the terms of the AIP with respect to any fiscal year ending on or preceding the date of termination, payable when annual bonuses are paid to senior executives for such year;. (iv) Executive shall become fully vested in his benefits under the Company’s Non-Qualified Deferred Compensation Plan on the date of termination and benefits under such plan will be paid in accordance with the terms of such plan; (v) Executive shall vest in outstanding equity awards in accordance with the terms of the applicable award agreements; (vi) In addition, Executive shall be entitled to continued participation for eighteen twenty-four (1824) months in the Company’s medical, dental and vision welfare benefit plans which cover Executive (and his eligible dependents) following termination of employment upon the same terms and conditions in effect for active employees of the Company subject to Executive’s continued co-payment of premiums for such coverage, to the extent that the terms of such plans permit Executive’s continued participation during such period; provided, in the event Executive obtains other employment and becomes covered by the other employer’s plan(s) that offers substantially similar or more favorable benefits, determined on a benefit-by-benefit and coverage-by-coverage basis, such continuation of benefits by the Company shall immediately cease. The continuation of medical, dental and vision benefits under this Section 3.5 shall be conterminous with, and reduce the period of coverage and count against, Executive’s right to healthcare continuation benefits under COBRA. If the Company cannot provide such coverage to Executive, it shall pay him the applicable COBRA premium each month (without any tax gross-up) as if coverage were being provided for such period of time when the coverage cannot be so provided; and (vii) Executive outplacement services as arranged and paid by the Company. In the event of a termination of Executive by the Company other than a Termination for Cause (and other than (x) a Termination for Disability or a termination due to death or (y) termination due to notice of non-extension by either party pursuant to Section 3.1) either (i) at any time upon or during the twenty-four (24) month period following the occurrence of a Change in Control or (ii) within three (3) months before the occurrence of a Change in Control at the request of a third party (directly or indirectly) that consummates such Change in Control, Executive acknowledges that he will not be entitled to any payments under Section 3.4 and that the Company shall have no obligations or liability to him under this Agreement whatsoever other than the obligations set forth in this Section 3.5 and the Accrued Obligationsor in Section 3.7. Subject to Section 3.8 and Section 6.156.14, the severance payment under Section 3.5(a)(i) shall be made on the first payroll date following the Release Datenot later than thirty (30) days after Executive’s Separation from Service occurs. (b) In the event that the Company, upon or during the twenty-four (24) month period following a Change in Control, (i) shall commit a “material breach of its obligations under this Agreement”, (ii) Executive gives written notice to the Company from Executive specifying the nature of such breach within thirty (30) days after the occurrence of such material breach, and (iii) the Company shall not have remedied such breach within thirty (30) days after receipt of such notice, Executive shall have the right and option to terminate this Agreement and his employment within ninety (90) days thereafter, which termination shall be treated as a termination other than a Termination for Cause (and other than (x) a Termination for Disability or a termination due to death or (y) termination due to notice of non-extension by either party pursuant to Section 3.1Disability) under Section 3.5(a). For purposes of this Section 3.5(b), a “material breach of its obligations under this Agreementobligations” by the Company shall mean any of the following which occur without the consent of Executivemean: (Ii) the assignment to Executive of any duties inconsistent with his position, authority or responsibilities as contemplated by Section 1.1 hereof, or any action by the Company that results in a diminution in such position, authority or responsibilities (excluding for these purposes an isolated and insubstantial action not taken in bad faith and, if remediable, and which is remedied by the Company within thirty (30) days promptly after receipt of notice thereof given by Executive within thirty (30) days after the occurrence of such actionExecutive); (IIii) any failure by the Company to comply with the compensation and benefits provisions of Section 2 hereof; or and (IIIiii) the relocation of the Company’s principal executive offices to a location more than thirty (30) 30 miles from its current location in CincinnatiCovington, OhioKentucky. In addition and for the avoidance of doubt, a Change in Control shall not affect the applicability of the “transitional constructive termination” provisions described in Section 3.4 above.