Common use of Following a Change in Control Clause in Contracts

Following a Change in Control. If, within thirty-six (36) months following a Change in Control, the Executive (i) is terminated without Cause, or (ii) resigns for Good Reason (as defined and qualified in Section 9(f) above), then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%) of the Adjusted Bonus Amount, (iv) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s Base Salary, (v) notwithstanding anything to the contrary in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days following the Date of Termination, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9.

Following a Change in Control. If, within thirty-six (36) months following a Change in Control, the Executive (i) is terminated without Cause, or (ii) resigns for Good Reason (as defined and qualified in Section 9(f) above), then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two one hundred ninety-nine and fifty percent (299150%) of the Adjusted Bonus Amount, (iv) an amount equal to two one hundred ninety-nine and fifty percent (299150%) of the Executive’s Base Salary, (v) notwithstanding anything to the contrary in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of for eighteen (18) months following the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days following the Date of Termination, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9.

Following a Change in Control. (i) If, within thirtytwenty-six four (3624) months following a Change in Control, the Executive is (i) is terminated without Cause, or (ii) resigns for Good Reason (as defined and qualified in Section 9(f) above), then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any year Fiscal Year ending before the Date of Termination (and the fiscal year ending on March 31, 2011) that has been earned but remains unpaid, (iii) an amount equal to two three hundred ninety-nine percent (299%) of the Adjusted Bonus Amount, (iv) an amount equal to two hundred ninety-nine percent (299300%) of the Executive’s Base Salary at the then-current rate of Base Salary, (viv) notwithstanding anything to the contrary in any equity incentive plan or agreementagreement or the related award agreements, all equity incentive options, restricted stock awards and restricted stock unit awards (other than any Performance Units granted after the date hereof), which are then outstanding, to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (viiv) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements)Termination. The amounts referred to in clauses (i) through (iviii) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days immediately following the Date expiration of Termination, with the date of such payment determined by the Company in its sole discretionSeverance Delay Period. The Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A. A prior to the expiration of the Severance Delay Period. Payments pursuant to this Section 9(h9(i) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9.

Following a Change in Control. If, (i) If within thirtytwenty-six four (3624) months following a Change in Control, the Executive is (ix) is terminated without Cause, or Cause by delivery of a Notice of Termination (iiy) resigns for Good Reason (as defined and qualified in Section 9(f) above)) by delivery of a Notice of Resignation, or (z) terminated by Non-Renewal of the Company by delivery of a Notice of Non-Renewal consistent with the provisions of Section 2(b) and 18, then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) in the event the Date of Termination occurs after the completion of any Fiscal Year, but prior to the date any cash bonus related to such Fiscal Year has been determined or paid to the Executive, the amount of any cash bonus related to any year such Fiscal Year ending before the Date of Termination that has the Executive would have otherwise been earned but remains unpaidentitled to had Executive not terminated, (iii) an amount equal a bonus payment based on the extent to two hundred ninetywhich the performance goals relating to such bonus are ultimately achieved, pro-nine percent (299%) rated based on the portion of the Adjusted Bonus AmountFiscal Year that the Executive worked for the Company and payable on the date when such bonus would have been paid absent termination of employment, (iv) an amount equal to two hundred ninety-nine percent (299200%) of the sum of (A) the Executive’s Base Salary at the then-current rate of Base Salary, plus (B) his average annual cash bonus based on the two Fiscal Years preceding the year of termination, (v) notwithstanding anything to the contrary in any equity incentive plan or agreementagreement or the related award agreements, all options, restricted stock awards, restricted stock unit awards and any other equity incentive awards (other than any Performance Units), which are then outstanding, to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreementvest immediately, and (viivi) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements)Termination. The amounts referred to in clauses (i) through (ivvi) above will collectively be referred to as the “Change in Control Severance AmountAmounts.” The Change in Control Severance Amount Amounts described in clauses (i), (ii) and (iv) will be paid to the Executive in a lump sum no later than sixty (60) days immediately following the Date expiration of Termination, with the date of such payment determined by the Company in its sole discretionSeverance Delay Period. The Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A. A prior to the expiration of the Severance Delay Period. Payments pursuant to this Section 9(h9(i) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9.

Following a Change in Control. If, (i) If within thirtytwenty-six four (3624) months following a Change in Control, the Executive is (ix) is terminated without CauseCause by delivery of a Notice of Termination, or (iiy) resigns for Good Reason (as defined and qualified in Section 9(f10(f) above)) by delivery of a Notice of Resignation, then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) in the event the Date of Termination occurs after the completion of any Fiscal Year, but prior to the date any cash bonus related to such Fiscal Year has been determined or paid to the Executive, the amount of any cash bonus related to any year such Fiscal Year ending before the Date of Termination that has the Executive would have otherwise been earned but remains unpaidentitled to had Executive not terminated, (iii) an amount equal to two hundred ninety-nine percent (299%) of the Adjusted Bonus Amount, (iv) an amount equal to two hundred ninety-nine percent (299200%) of the Executive’s Base Salary at the then-current rate of Base Salary, (viv) notwithstanding anything to the contrary in any equity incentive plan or agreementagreement or the related award agreements, all options, restricted stock awards, restricted stock unit awards and any other equity incentive awards (other than any Performance Units), which are then outstanding, to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (viiv) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements)Termination. The amounts referred to in clauses (i) through (ivv) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days immediately following the Date expiration of Termination, with the date of such payment determined by the Company in its sole discretionSeverance Delay Period. The Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A. A prior to the expiration of the Severance Delay Period. Payments pursuant to this Section 9(h10(i) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 910.

Following a Change in Control. If, (i) If within thirtytwenty-six four (3624) months following a Change in Control, the Executive is (ix) is terminated without Cause, or Cause by delivery of a Notice of Termination (iiy) resigns for Good Reason (as defined and qualified in Section 9(f) above)) by delivery of a Notice of Resignation, or (z) terminated by Non-Renewal of the Company by delivery of a Notice of Non-Renewal consistent with the provisions of Section 2(b) and 18, then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) in the event the Date of Termination occurs after the completion of any Fiscal Year, but prior to the date any cash bonus related to such Fiscal Year has been determined or paid to the Executive, the amount of any cash bonus related to any year such Fiscal Year ending before the Date of Termination that has the Executive would have otherwise been earned but remains unpaidentitled to had Executive not terminated, (iii) an amount equal a bonus payment based on the extent to two hundred ninetywhich the performance goals relating to such bonus are ultimately achieved, pro-nine percent (299%) rated based on the portion of the Adjusted Bonus AmountFiscal Year that the Executive worked for the Company and payable on the date when such bonus would have been paid absent termination of employment, (iv) an amount equal to two hundred ninety-nine percent (299200%) of the sum of (A) the Executive’s Base Salary at the then-current rate of Base Salary, plus (B) his average annual cash bonus based on the two Fiscal Years preceding the year of termination, (v) notwithstanding anything to the contrary in any equity incentive plan or agreementagreement or the related award agreements, all options, restricted stock awards, restricted stock unit awards and any other equity incentive awards (including Assumed Eligible PSUs (defined below), but excluding any other Performance Units, if applicable), which are then outstanding, to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreementvest immediately, and (viivi) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements)Termination. The amounts referred to in clauses (i) through (ivvi) above will collectively be referred to as the “Change in Control Severance AmountAmounts.” The Change in Control Severance Amount Amounts described in clauses (i), (ii) and (iv) will be paid to the Executive in a lump sum no later than sixty (60) days immediately following the Date expiration of Termination, with the date of such payment determined by the Company in its sole discretionSeverance Delay Period. The Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A. A prior to the expiration of the Severance Delay Period. Payments pursuant to this Section 9(h9(i) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9.