Common use of Resignation After Control Change Date Clause in Contracts

Resignation After Control Change Date. In the event of a Change in Control as defined in Paragraph 7(d), thereafter, upon good reason (as defined below), Executive may, at any time during the three (3)-year period following the Change in Control, in his sole discretion, resign his employment with the Company only if: (1) Executive provides written notice to the Secretary of the Company within ninety (90) days after the initial occurrence of a good reason event describing in detail the event and stating that Executive’s employment will terminate upon a specified date in such notice (the “Good Reason Termination Date”), which date is not earlier than thirty (30) days after the date such notice is provided to the Company (the “Notice Delivery Date”) and not later than ninety (90) days after the Notice Delivery Date, and (2) the Company does not remedy the event prior to the Good Reason Termination Date. Within five (5) days after the Good Reason Termination Date, the Company shall pay to Executive his full Base Salary through such Good Reason Termination Date, to the extent not theretofore paid, plus a lump sum amount equal to the Special Severance Payment (computed as provided in the first sentence of Paragraph 7(e), except that for purposes of such computation all references to “Termination” shall be deemed to be references to “Good Reason Termination Date”). Upon the Good Reason Termination Date of Executive, Specified Benefits to which Executive was entitled immediately prior to the Good Reason Termination Date shall continue or be reimbursed on the same terms and conditions as provided in Paragraph 7(e) in the case of Termination (including equivalent payments provided for therein) and Post-Period Benefits shall be provided on the same terms and conditions as provided in Paragraph 7(e) in the case of Termination. For purposes of this Agreement, Executive shall have “good reason” if there occurs without his consent:

Resignation After Control Change Date. In the event of a Change in Control as defined in Paragraph 7(d), thereafter, upon good reason (as defined below), Executive may, at any time during the three (3)-year 3) year period following the Change in Control, in his sole discretion, resign his employment with the Company only if: (1) Executive provides written notice to the Secretary of the Company within ninety (90) days after the initial occurrence of a good reason event describing in detail the event and stating that Executive’s employment will terminate upon a specified date in such notice (the “Good Reason Termination Date”), which date is not earlier than thirty (30) days after the date such notice is provided to the Company (the “Notice Delivery Date”) and not later than ninety (90) days after the Notice Delivery Date, and (2) the Company does not remedy the event prior to the Good Reason Termination Date. Within five (5) days after the Good Reason Termination Date, the Company shall pay to Executive his full Base Salary through such Good Reason Termination Date, to the extent not theretofore paid, plus a lump sum amount equal to the Special Severance Payment (computed as provided in the first sentence of Paragraph 7(e), except that for purposes of such computation all references to “Termination” shall be deemed to be references to “Good Reason Termination Date”). Upon the Good Reason Termination Date of Executive, Specified Benefits to which Executive was entitled immediately prior to the Good Reason Termination Date shall continue or be reimbursed on the same terms and conditions as provided in Paragraph 7(e) in the case of Termination (including equivalent payments provided for therein) and Post-Period Benefits shall be provided on the same terms and conditions as provided in Paragraph 7(e) in the case of Termination). For purposes of this Agreement, Executive shall have “good reason” if there occurs without his consent:

Resignation After Control Change Date. In the event of a Change in Control as defined in Paragraph 7(d)of DST, thereafter, upon good reason (as defined below), ) Executive may, at any time during the three (3)-year period following Three-Year Period or the Change in ControlExtended Period, in his sole discretion, resign his employment with the Company only if: on not less than thirty (130) Executive provides days' written notice to the Secretary of the Company DST given within ninety (90) days after of the initial occurrence of a date the good reason event describing in detail arose and effective at the event and stating that Executive’s employment will terminate upon a specified date in end of such notice period, resign his employment with DST (the “Good Reason Termination Date”"Resignation"), which date is not earlier than thirty (30) days after the date such notice is provided to the Company (the “Notice Delivery Date”) and not later than ninety (90) days after the Notice Delivery Date, and (2) the Company does not remedy the event prior to the Good Reason Termination Date. Within five (5) days after the Good Reason Termination Dateof such a Resignation, the Company DST shall pay to Executive his full Base Salary through the effective date of such Good Reason Termination DateResignation, to the extent not theretofore paid, plus a lump sum amount equal to the Special Severance Payment (computed as provided in the first sentence of Paragraph 7(e), except that for purposes of such computation all references to “"Termination” " shall be deemed to be references to “Good Reason Termination Date”"Resignation"). Upon the Good Reason Termination Date Resignation of Executive, Specified Benefits to which Executive was entitled immediately prior to the Good Reason Termination Date Resignation shall continue or be reimbursed on the same terms and conditions as provided in Paragraph 7(e) in the case of Termination (including equivalent payments provided for therein) and Post-Period Benefits shall be provided on the same terms and conditions as provided in Paragraph 7(e) in the case of Termination). For purposes of this Agreement, Executive shall have “"good reason” " if there occurs without his consent:consent (a) a reduction in the character of the duties assigned to Executive or in Executive's level of work responsibility or conditions; (b) a reduction in Executive's Base Salary as in effect immediately prior to the Control Change Date or as the same may have been increased thereafter; (c) a failure by DST or its successor to (i) either continue any of the plans of the type referred to in Paragraph 7(b) which shall have been in effect at the Control Change Date (including those providing for Specified Benefits) and Executive's participation therein on at least the basis in effect immediately prior to the Control Change Date or provide other plans under which at least equivalent compensation and benefits are available and in which Executive continues to participate on a basis at least equivalent to his participation in the DST plans in effect immediately prior to the Control Change Date (provided, however, that Executive shall not have good reason if participation in any such plan is immaterial or benefits to Executive from participation in such plans are not reduced by more than ten percent (10%) in the aggregate); or (ii) make the payment required under Paragraph 7(c); (d) the relocation of the principal executive offices of DST or its successor to a location outside the metropolitan area of Kansas City, Missouri or requiring Executive to be based anywhere other than DST's principal executive office, except for required travel on DST's business to an extent substantially consistent with Executive's obligations immediately prior to the Control Change Date; or (e) any breach by DST of this Agreement to the extent not previously specified.

Resignation After Control Change Date. In the event of a Change in Control as defined in Paragraph 7(d)of DST, thereafter, upon good reason (as defined below), ) Executive may, at any time during the three (3)-year period following Three-Year Period or the Change in ControlExtended Period, in his sole discretion, resign his employment with the Company DST only if: (1i) Executive provides written notice to the Secretary of the Company DST within ninety (90) days after the initial occurrence of a good reason event describing in detail the event and stating that Executive’s 's employment will terminate upon a specified date in such notice (the “"Good Reason Termination Date”"), which date is not earlier than thirty (30) days after the date such notice is provided to the Company DST (the “"Notice Delivery Date”") and not later than ninety (90) days after the Notice Delivery Date, and (2ii) the Company DST does not remedy the event prior to the Good Reason Termination Date. Within five (5) days after the Good Reason Termination Date, the Company DST shall pay to Executive his full Base Salary through such Good Reason Termination Date, to the extent not theretofore paid, plus a lump sum amount equal to the Special Severance Payment (computed as provided in the first sentence of Paragraph 7(e7(d), except that for purposes of such computation all references to “"Termination” " shall be deemed to be references to “"Good Reason Termination Date”"). Upon the Good Reason Termination Date of Executive, Specified Benefits to which Executive was entitled immediately prior to the Good Reason Termination Date shall continue or be reimbursed on the same terms and conditions as provided in Paragraph 7(e7(d) in the case of Termination (including equivalent payments provided for therein) and Post-Period Benefits shall be provided on the same terms and conditions as provided in Paragraph 7(e) in the case of Termination). For purposes of this Agreement, Executive shall have “"good reason” " if there occurs without his consent:: (a) a material reduction in the character of the duties assigned to Executive or in Executive's level of work responsibility or conditions; (b) a material reduction in Executive's Base Salary as in effect immediately prior to the Control Change Date or as the same may have been increased thereafter; (c) the material relocation of the principal executive offices of DST or its successor to a location outside the metropolitan area of Kansas City, Missouri or requiring Executive to be based anywhere other than DST's principal executive office, except for required travel on DST's business to an extent substantially consistent with Executive's obligations immediately prior to the Control Change Date; or (d) any material breach by DST of this Agreement to the extent not previously specified; provided, however, that Executive shall not have "good reason" under this subparagraph (d) based on a breach of Paragraph 7(b) if participation in any plan of the type referred to in Paragraph 7(b) in effect as of the Control Change Date is immaterial or benefits to Executive from participation in such plans are not reduced by more than ten percent (10%) in the aggregate.

Resignation After Control Change Date. In the event of a Change in Control as defined in Paragraph 7(d)of DST, thereafter, upon good reason (as defined below), ) Executive may, at any time during the three (3)-year period following Three-Year Period or the Change in ControlExtended Period, in his sole discretion, resign his employment with the Company DST only if: (1i) Executive provides written notice to the Secretary of the Company DST within ninety (90) days after the initial occurrence of a good reason event describing in detail the event and stating that Executive’s employment will terminate upon a specified date in such notice (the “Good Reason Termination Date”), which date is not earlier than thirty (30) days after the date such notice is provided to the Company DST (the “Notice Delivery Date”) and not later than ninety (90) days after the Notice Delivery Date, and (2ii) the Company DST does not remedy the event prior to the Good Reason Termination Date. Within five (5) days after the Good Reason Termination Date, the Company DST shall pay to Executive his full Base Salary base salary through such the Good Reason Termination Date, to the extent not theretofore paid, plus a lump sum amount equal to the Special Severance Payment (computed as provided in the first sentence of Paragraph 7(e7(d), except that for purposes of such computation all references to “Termination” shall be deemed to be references to “Good Reason Termination Date”). Upon the Good Reason Termination Date of Executive, Specified Benefits to which Executive was entitled immediately prior to the Good Reason Termination Date shall continue or be reimbursed on the same terms and conditions as provided in Paragraph 7(e7(d) in the case of Termination (including equivalent payments provided for therein) and Post-Period Benefits shall be provided on the same terms and conditions as provided in Paragraph 7(e) in the case of Termination). For purposes of this Agreement, Executive shall have “good reason” if there occurs without his consent:: (a) a material reduction in the character of the duties assigned to Executive or in Executive’s level of work responsibility or conditions; (b) a material reduction in Executive’s base salary as in effect immediately prior to the Control Change Date or as the same may have been increased thereafter; (c) the material relocation of the principal executive offices of DST or its successor to a location outside the metropolitan area of Kansas City, Missouri or requiring Executive to be based anywhere other than DST’s principal executive office, except for required travel on DST’s business to an extent substantially consistent with Executive’s obligations immediately prior to the Control Change Date; or (d) any material breach by DST of this Agreement to the extent not previously specified; provided, however, that Executive shall not have “good reason” under this subparagraph (d) based on a breach of Paragraph 7(b) if participation in any plan of the type referred to in Paragraph 7(b) in effect as of the Control Change Date is immaterial or benefits to Executive from participation in such plans are not reduced by more than ten percent (10%) in the aggregate.

Resignation After Control Change Date. In the event of a Change in Control as defined in Paragraph 7(d)of DST, thereafter, upon good reason (as defined below), Executive may, at any time during the three (3)-year period following Three-Year Period or the Change in ControlExtended Period, in his sole discretion, resign his employment with the Company DST only if: (1i) Executive provides written notice to the Secretary of the Company DST within ninety (90) days after the initial occurrence of a good reason event describing in detail the event and stating that Executive’s 's employment will terminate upon a specified date in such notice (the “"Good Reason Termination Date”"), which date is not earlier than thirty (30) days after the date such notice is provided to the Company DST (the “"Notice Delivery Date”") and not later than ninety (90) days after the Notice Delivery Date, and (2ii) the Company DST does not remedy the event prior to the Good Reason Termination Date. Within five (5) days after the Good Reason Termination Date, the Company DST shall pay to Executive his full Base Salary base salary through such the Good Reason Termination Date, to the extent not theretofore paid, plus a lump sum amount equal to the Special Severance Payment (computed as provided in the first sentence of Paragraph 7(e7(d), except that for purposes of such computation all references to “"Termination” " shall be deemed to be references to “"Good Reason Termination Date”"). Upon the Good Reason Termination Date of Executive, Specified Benefits to which Executive was entitled immediately prior to the Good Reason Termination Date shall continue or be reimbursed on the same terms and conditions as provided in Paragraph 7(e7(d) in the case of Termination (including equivalent payments provided for therein) and Post-Period Benefits shall be provided on the same terms and conditions as provided in Paragraph 7(e) in the case of Termination). For purposes of this Agreement, Executive shall have “"good reason” " if there occurs without his consent:: (a) a material reduction in the character of the duties assigned to Executive or in Executive's level of work responsibility or conditions; (b) a material reduction in Executive's base salary as in effect immediately prior to the Control Change Date or as the same may have been increased thereafter; (c) the material relocation of the principal executive offices of DST or its successor to a location outside the metropolitan area of Kansas City, Missouri or requiring Executive to be based anywhere other than DST's principal executive office, except for required travel on DST's business to an extent substantially consistent with Executive's obligations immediately prior to the Control Change Date; or (d) any material breach by DST of this Agreement to the extent not previously specified; provided, however, that Executive shall not have "good reason" under this subparagraph (d) based on a breach of Paragraph 7(b) if participation in any plan of the type referred to in Paragraph 7(b) in effect as of the Control Change Date is immaterial or benefits to Executive from participation in such plans are not reduced by more than ten percent (10%) in the aggregate.

Resignation After Control Change Date. In the event of a Change in Control as defined in Paragraph 7(d)of DST, thereafter, upon "good reason reason" (as defined below), Executive ) Employee may, at any time during the three (3)-year period following Three-Year Period or the Change in ControlExtended Period, in his sole discretion, resign his employment with the Company only if: (1i) Executive Employee provides written notice to the Secretary of the Company DST within ninety (90) days after the initial occurrence of a good reason event describing in detail the event and stating that Executive’s Employee's employment will terminate upon a specified date in such notice (the “"Good Reason Termination Date”"), which date is not earlier than thirty (30) days after the date such notice is provided to the Company DST (the “"Notice Delivery Date”") and not later than ninety (90) days after the Notice Delivery Date, and (2ii) the Company DST does not remedy the event prior to the Good Reason Termination Date. Within five (5) days after the such a Good Reason Termination Date, the Company shall pay to Executive Employee his full Base Salary through such the Good Reason Termination Date, to the extent not theretofore paid, plus a lump sum amount equal to the Special Severance Payment (computed as provided in the first sentence of Paragraph 7(e)5.4, except that for purposes of such computation all references to “"Termination” " shall be deemed to be references to “"Good Reason Termination Date”"). Upon the Good Reason Termination Date of ExecutiveEmployee, Specified Benefits to which Executive Employee was entitled immediately prior to the Good Reason Termination Date shall continue or be reimbursed on the same terms and conditions as provided in Paragraph 7(e) 5.4 in the case of Termination (including equivalent payments provided for therein) and Post-Period Benefits shall be provided on the same terms and conditions as provided in Paragraph 7(e) in the case of Termination). For purposes of this Agreement, Executive Employee shall have “"good reason” " if there occurs without his consent:: (a) a material reduction in the character of the duties assigned to Employee or in Employee's level of work responsibility or conditions; (b) a material reduction in Employee's Base Salary as in effect immediately prior to the Control Change Date or as the same may have been increased thereafter; (c) the material relocation of the principal executive offices of DST International or its successor to a location outside the metropolitan area of London, England or requiring Employee to be based anywhere other than the London metropolitan area, except for required travel on Company's business to an extent substantially consistent with Employee's obligations immediately prior to the Control Change Date; or (d) any material breach by Company of this Agreement to the extent not previously specified; provided, however, that Employee shall not have "good reason" under this Paragraph 5.5 based on a breach of Paragraph 5.2 if participation in any plan of the type referred to in Paragraph 5.2 in effect as of the Control Change Date is immaterial or benefits to Employee from participation in such plans are not reduced by more than ten percent (10%) in the aggregate.

Resignation After Control Change Date. In the event of a Change in Control as defined in Paragraph 7(d)of DST, thereafter, upon “good reason reason” (as defined below), ) Executive may, at any time during the three (3)-year period following Three-Year Period or the Change in ControlExtended Period, in his sole discretion, resign his employment with the Company DST only if: (1i) Executive provides written notice to the Secretary of the Company DST within ninety (90) days after the initial occurrence of a good reason event describing in detail the event and stating that Executive’s employment will terminate upon a specified date in such notice (the “Good Reason Termination Date”), which date is not earlier than thirty (30) days after the date such notice is provided to the Company DST (the “Notice Delivery Date”) and not later than ninety (90) days after the Notice Delivery Date, and (2ii) the Company DST does not remedy the event prior to the Good Reason Termination Date. Within five (5) days after the Good Reason Termination Date, the Company DST shall pay to Executive his full Base Salary through such Good Reason Termination Date, to the extent not theretofore paid, plus a lump sum amount equal to the Special Severance Payment (computed as provided in the first sentence of Paragraph 7(e7(d), except that for purposes of such computation all references to “Termination” shall be deemed to be references to “Good Reason Termination Date”). Upon the Good Reason Termination Date of Executive, Specified Benefits to which Executive was entitled immediately prior to the Good Reason Termination Date shall continue or be reimbursed on the same terms and conditions as provided in Paragraph 7(e7(d) in the case of Termination (including equivalent payments provided for therein) and Post-Period Benefits shall be provided on the same terms and conditions as provided in Paragraph 7(e) in the case of Termination). For purposes of this Agreement, Executive shall have “good reason” if there occurs without his consent:: (a) a material reduction in the character of the duties assigned to Executive or in Executive’s level of work responsibility or conditions; (b) a material reduction in Executive’s Base Salary as in effect immediately prior to the Control Change Date or as the same may have been increased thereafter; (c) the material relocation of the principal executive offices of DST or its successor to a location outside the metropolitan area of Kansas City, Missouri or requiring Executive to be based anywhere other than DST’s principal executive office, except for required travel on DST’s business to an extent substantially consistent with Executive’s obligations immediately prior to the Control Change Date; or (d) any material breach by DST of this Agreement to the extent not previously specified; provided, however, that Executive shall not have “good reason” under this subparagraph (d) based on a breach of Paragraph 7(b) if participation in any plan of the type referred to in Paragraph 7(b) in effect as of the Control Change Date is immaterial or benefits to Executive from participation in such plans are not reduced by more than ten percent (10%) in the aggregate.