Common use of Change in Control Protection Clause in Contracts

Change in Control Protection. Beginning on the Effective Date and extending through the Term of Employment, the Executive will be entitled to “Tier 1” Change in Control severance protection pursuant to the Company’s standard form of change-in-control agreement (“CIC Agreement”) in effect at such time, which agreement does not provide for gross-up protection for excise tax incurred by the Executive under Section 4999 of the Internal Revenue Code of 1986, as amended. The parties agree and acknowledge that such CIC Agreement will supersede the Change in Control Agreement entered into by the parties on September 19, 2008, and any other prior or contemporaneous agreement providing severance protection in the event of a change in control of the Company.

Change in Control Protection. Beginning on As soon as practicable following the Effective Date and extending through the Term of EmploymentDate, the Executive will be entitled to execute an agreement accepting eligibility for the Company’s “Tier 1” Change in Control severance protection pursuant to the Company’s standard form of change-in-control agreement severance protection (the “CIC Agreement”) in effect at such time), which agreement does not provide for gross-up protection for excise tax incurred by the Executive under Section 4999 of the Internal Revenue Code of 1986, as amended. The parties agree and acknowledge that such CIC Agreement will supersede the Change in Control Severance Agreement entered into by the parties on September 19, 2008, and any other prior or contemporaneous agreement providing severance protection in the event of a change in change-in-control of the CompanyCompany or its parent.

Change in Control Protection. Beginning on As soon as practicable following the Effective Date and extending through the Term of EmploymentDate, the Executive will be entitled to execute an agreement accepting eligibility for the Company’s “Tier 1” Change in Control severance protection pursuant to the Company’s standard form of change-in-control agreement severance protection (the “CIC Agreement”) in effect at such time), which agreement does not provide for gross-up protection for excise tax incurred by the Executive under Section 4999 of the Internal Revenue Code of 1986, as amended. The parties agree and acknowledge that such CIC Agreement will supersede the Change in Control Severance Agreement entered into by the parties on September as of July 19, 20082011, and all amendments thereto, and any other prior or contemporaneous agreement providing severance protection in the event of a change in change-in-control of the CompanyCompany or its parent.

Change in Control Protection. Beginning on As soon as practicable following the Effective Date and extending through the Term of EmploymentDate, the Executive will be entitled to execute an agreement accepting eligibility for the Company’s “Tier 1” Change in Control severance protection pursuant to the Company’s standard form of change-in-control agreement severance protection (the “CIC Agreement”) in effect at such time), which agreement does not provide for gross-up protection for excise tax incurred by the Executive under Section 4999 of the Internal Revenue Code of 1986, as amended. The parties agree and acknowledge that such CIC Agreement will supersede the Change in Control Severance Agreement entered into by the parties on September 19as of February 25, 2008, and all amendments thereto, and any other prior or contemporaneous agreement providing severance protection in the event of a change in change-in-control of the CompanyCompany or its parent.

Change in Control Protection. Beginning on As soon as practicable following the Effective Date and extending through the Term of EmploymentDate, the Executive will be entitled to execute an agreement accepting eligibility for the Company’s “Tier 1” Change in Control severance protection pursuant to the Company’s standard form of change-in-control agreement severance protection (the “CIC Agreement”) in effect at such time), which agreement does not provide for gross-up protection for excise tax incurred by the Executive under Section 4999 of the Internal Revenue Code of 1986, as amended. The parties agree and acknowledge that such CIC Agreement will supersede the Change in Control Agreement entered into by the parties on September 19, 2008, and any other prior or contemporaneous agreement providing severance protection in the event of a change in control of the Company.

Change in Control Protection. Beginning on Through the Effective Date and extending through the Term of EmploymentEmployment Period, the Executive will be entitled to “Tier 1” Change in Control severance protection pursuant to the Company’s standard form of change-in-control agreement (“CIC Agreement”) in effect at such time, which agreement does not provide for gross-up protection for excise tax incurred by the Executive under Section 4999 of the Internal Revenue Code of 1986, as amended. The parties agree and acknowledge that such CIC Agreement will supersede the Change in Control Agreement entered into by the parties on September 19, 2008in November 2007, and any other prior or contemporaneous agreement providing severance protection in the event of a change in of control of the CompanyCompany or its parent.