Common use of Resignation After Control Change Date Clause in Contracts

Resignation After Control Change Date. In the event of a Change in Control of DST, thereafter, upon good reason (as defined below) Executive may, at any time during the Three-Year Period or the Extended Period, in his sole discretion, on not less than thirty (30) days' written notice to the Secretary of DST and effective at the end of such notice period, resign his employment with DST (the "Resignation"). Within five (5) days of such a Resignation, DST shall pay to Executive his full Base Salary through the effective date of such Resignation, 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 "Resignation"). Upon Resignation of Executive, Specified Benefits to which Executive was entitled immediately prior to Resignation shall continue on the same terms and conditions as provided in Paragraph 7(e) in the case of Termination (including equivalent payments provided for therein). For purposes of this Agreement, Executive shall have "good reason" if there occurs without his 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) 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) or to continue Executive as a participant in any of such plans on at least the basis in effect immediately prior to the Control Change Date; or (ii) 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; or (iii) to 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 of DSTKCSI, thereafter, upon good reason (as defined below) ), Executive may, at any time during the Three-Year Period or the Extended Period, in his sole discretion, on not less than thirty (30) days' written notice to the Secretary of DST KCSI and effective at the end of such notice period, resign his employment with DST KCSI (the "Resignation"). Within five (5) days of such a Resignation, DST KCSI shall pay to Executive his full Base Salary base salary through the effective date of such Resignation, 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 "Resignation"). Upon Resignation of Executive, Specified Benefits to which Executive was entitled immediately prior to Resignation shall continue on the same terms and conditions as provided in Paragraph 7(e) in the case of Termination (including equivalent payments provided for therein). For purposes of this Agreement, Executive shall have "good reason" if there occurs without his consent (ai) a reduction in the character of the duties assigned to Executive or in Executive's level of work responsibility or conditions; (bii) a reduction in Executive's Base Salary base salary as in effect immediately prior to the Control Change Date or as the same may have been increased thereafter; (ciii) a failure by DST or its successor KCSI to (ia) 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) or to continue Executive as a participant in any of such plans on at least the basis in effect immediately prior to the Control Change Date; or (iib) 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 KCSI plans in effect immediately prior to the Control Change Date; or (iiic) to make the payment required under Paragraph 7(c); (div) 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 in any city different than DST's principal executive officethe city in which Executive was based immediately prior to the Control Change Date, except for required travel on DSTKCSI's business to an extent substantially consistent with Executive's obligations immediately prior to the Control Change Date; or (ev) any breach by DST KCSI of this Agreement to the extent not previously specified.

Resignation After Control Change Date. In the event of a Change in Control of DSTKCSI, thereafter, upon good reason (as defined below) ), Executive may, at any time during the Three-Year Period or the Extended Period, in his sole discretion, on not less than thirty (30) days' written notice to the Secretary of DST KCSI and effective at the end of such notice period, resign his employment with DST KCSI (the "Resignation"). Within five (5) days of such a Resignation, DST KCSI shall pay to Executive his full Base Salary base salary through the effective date of such Resignation, 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 "Resignation"). Upon Resignation of Executive, Specified Benefits to which Executive was entitled immediately prior to Resignation shall continue on the same terms and conditions as provided in Paragraph 7(e) in the case of Termination (including equivalent payments provided for therein). For purposes of this Agreement, Executive shall have "good reason" if there occurs without his consent (ai) a reduction in the character of the duties assigned to Executive or in Executive's level of work responsibility or conditions; (bii) a reduction in Executive's Base Salary base salary as in effect immediately prior to the Control Change Date or as the same may have been increased thereafter; (ciii) a failure by DST or its successor KCSI to (iA) 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) or to continue Executive as a participant in any of such plans on at least the basis in effect immediately prior to the Control Change Date; or (iiB) 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 KCSI plans in effect immediately prior to the Control Change Date; or (iiiC) to make the payment required under Paragraph 7(c); (div) 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 in any city different than DST's principal executive officethe city in which Executive was based immediately prior to the Control Change Date, except for required travel on DSTKCSI's business to an extent substantially consistent with Executive's obligations immediately prior to the Control Change Date; or (ev) any breach by DST KCSI of this Agreement to the extent not previously specified.. (g)

Resignation After Control Change Date. In the event of a Change in Control of DSTKCSI, thereafter, upon good reason (as defined below) ), Executive may, at any time during the Three-Year Period or the Extended Period, in his sole discretion, on not less than thirty (30) days' written notice to the Secretary of DST Railway and effective at the end of such notice period, resign his employment with DST Railway (the "Resignation"). Within five (5) days of such a Resignation, DST Railway shall pay to Executive his full Base Salary base salary through the effective date of such Resignation, 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 "Resignation"). Upon Resignation of Executive, Specified Benefits to which Executive was entitled immediately prior to Resignation shall continue on the same terms and conditions as provided in Paragraph 7(e) in the case of Termination (including equivalent payments provided for therein). For purposes of this Agreement, Executive shall have "good reason" if there occurs without his consent (ai) a reduction in the character of the duties assigned to Executive or in Executiveexecutive's level of work responsibility or conditions; (bii) a reduction in Executive's Base Salary base salary as in effect immediately prior to the Control Change Date or as the same may have been increased thereafter; (ciii) a failure by DST or its successor Railway to (iA) 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) or to continue Executive as a participant in any of such plans on at least the basis in effect immediately prior to the Control Change Date; or (iiB) 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 Railway plans in effect immediately prior to the Control Change Date; or (iiic) to make the payment required under Paragraph 7(c); (div) 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 in any city different than DST's principal executive officethe city in which Executive was based immediately prior to the Control Change Date, except for required travel on DSTRailway's business to an extent substantially consistent with Executive's obligations immediately prior to the Control Change Date; or (ev) any breach by DST Railway of this Agreement to the extent not previously specified.. (g)

Resignation After Control Change Date. In the event of a Change in Control of DSTKCSI, thereafter, upon good reason (as defined below) ), Executive may, at any time during the Three-Year Period or the Extended Period, in his sole discretion, on not less than thirty (30) days' ’ written notice to the Secretary of DST and effective at the end of such notice period, resign his employment with DST (the "“Resignation"”). Within five (5) days of such a Resignation, DST shall pay to Executive his full Base Salary base salary through the effective date of such Resignation, 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 "“Resignation"”). Upon Resignation of Executive, Specified Benefits to which Executive was entitled immediately prior to Resignation shall continue on the same terms and conditions as provided in Paragraph 7(e) in the case of Termination (including equivalent payments provided for therein). For purposes of this Agreement, Executive shall have "“good reason" ” if there occurs without his consent (a) a reduction in the character of the duties assigned to Executive or in Executive's ’s level of work responsibility or conditions; (b) a reduction in Executive's Base Salary ’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) 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) or to continue Executive as a participant in any of such plans on at least the basis in effect immediately prior to the Control Change Date; or (ii) 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; or (iii) to 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 ’s principal executive office, except for required travel on DST's ’s business to an extent substantially consistent with Executive's ’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 of DST, thereafter, upon good reason (as defined below) Executive may, at any time during the Three-Year Period or the Extended Period, in his sole discretion, on not less than thirty (30) days' written notice to the Secretary of DST and effective at the end of such notice period, resign his employment with DST (the "Resignation"). Within five (5) days of such a Resignation, DST shall pay to Executive his full Base Salary base salary through the effective date of such Resignation, 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 "Resignation"). Upon Resignation of Executive, Specified Benefits to which Executive was entitled immediately prior to Resignation shall continue on the same terms and conditions as provided in Paragraph 7(e) in the case of Termination (including equivalent payments provided for therein). For purposes of this Agreement, Executive shall have "good reason" if there occurs without his 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 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) 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) or to continue Executive as a participant in any of such plans on at least the basis in effect immediately prior to the Control Change Date; or (ii) 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; or (iii) to 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 of DSTKCSI, thereafter, upon good reason (as defined below) ), Executive may, at any time during the Three-Year Period or the Extended Period, in his sole discretion, on not less than thirty (30) days' written notice to the Secretary of DST KCSI and effective at the end of such notice period, resign his employment with DST KCSI (the "Resignation"). Within five (5) days of such a Resignation, DST KCSI shall pay to Executive his full Base Salary base salary through the effective date of such Resignation, 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 "Resignation"). Upon Resignation of Executive, Specified Benefits to which Executive was entitled immediately prior to Resignation shall continue on the same terms and conditions as provided in Paragraph 7(e) in the case of Termination (including equivalent payments provided for therein). For purposes of this Agreement, Executive shall have "good reason" if there occurs without his consent (ai) a reduction in the character of the duties assigned to Executive or in Executive's level of work responsibility or conditions; (bii) a reduction in Executive's Base Salary base salary as in effect immediately prior to the Control Change Date or as the same may have been increased thereafter; (ciii) a failure by DST or its successor KCSI to (iA) 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) or to continue Executive as a participant in any of such plans on at least the basis in effect immediately prior to the Control Change Date; or (iiB) 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 KCSI plans in effect immediately prior to the Control Change Date; or (iiic) to make the payment required under Paragraph 7(c); (div) 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 in any city different than DST's principal executive officethe city in which Executive was based immediately prior to the Control Change Date, except for required travel on DSTKCSI's business to an extent substantially consistent with Executive's obligations immediately prior to the Control Change Date; or (ev) any breach by DST KCSI of this Agreement to the extent not previously specified.. (g)

Resignation After Control Change Date. In the event of a Change in Control of DST, thereafter, upon “good reason reason” (as defined below) Executive Employee may, at any time during the Three-Year Period or the Extended Period, in his sole discretion, on not less than thirty (30) days' ’ written notice to the Secretary of DST given within ninety (90) days of the date the good reason arose and effective at the end of such notice period, resign his employment with DST (the "“Resignation"”). Within five (5) days of such a Resignation, DST Company shall pay to Executive Employee his full Base Salary through the effective date of such Resignation, 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)5.5, except that for purposes of such computation all references to "“Termination" ” shall be deemed to be references to "“Resignation"”). Upon Resignation of ExecutiveEmployee, Specified Benefits to which Executive Employee was entitled immediately prior to Resignation shall continue or be reimbursed on the same terms and conditions as provided in Paragraph 7(e) 5.5 in the case of Termination (including equivalent payments provided for therein). For purposes of this Agreement, Executive Employee shall have "“good reason" ” if there occurs without his consent (a) a reduction in the character of the duties assigned to Executive Employee or in Executive's Employee’s level of work responsibility or conditions; (b) a reduction in Executive's Employee’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 Company or its successor to (i) either continue any of the plans of the type referred to in Paragraph 7(b) 5.2 which shall have been in effect at the Control Change Date (including those providing for Specified Benefits) or to continue Executive as a participant in any of such plans and Employee’s participation therein on at least the basis in effect immediately prior to the Control Change Date; Date or (ii) provide other plans under which at least equivalent compensation and benefits are available and in which Executive Employee continues to participate on a basis at least equivalent to his participation in the DST such plans in effect immediately prior to the Control Change DateDate (provided, however, that Employee shall not have good reason if participation in any such plan is immaterial or benefits to Employee from participation in such plans are not reduced by more than ten percent (10%) in the aggregate); or (iiiii) to make the payment required under Paragraph 7(c)5.3; (d) the relocation of the principal executive offices of DST International or its successor to a location outside the metropolitan area of Kansas CityLondon, Missouri England or requiring Executive Employee to be based anywhere other than DST's principal executive officethe London metropolitan area, except for required travel on DST's Company’s business to an extent substantially consistent with Executive's Employee’s obligations immediately prior to the Control Change Date; or (e) any breach by DST Company of this Agreement to the extent not previously specified.