Lexmark 2012 Annual Report Download - page 179

Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred as a result of any transaction or series of transactions which
the Executive, or any entity in which Executive is a partner, officer or more than 50% owner, initiates, if immediately following the transaction or series
of transactions that would otherwise constitute a Change of Control, Executive, either alone or together with other individuals who are executive officers
of Lexmark or its Subsidiaries immediately prior thereto, beneficially owns, directly or indirectly, more than 10% of the then outstanding shares of
common stock of the company or the corporation resulting from the transaction or series of transactions, as applicable, or of the combined voting power
of the then outstanding voting securities of the company or such resulting corporation.
(c) Change of Control Period. “Change of Control Period” means the period commencing on the date hereof and ending on June 30, 2013.
(d) Company Plans. “Company Plans” means: (i) all incentive, savings and retirement plans, practices, policies and programs in which Executive is a
participant; (ii) all welfare benefit plans, practices, policies and programs (including medical, prescription, dental, disability, salary continuance,
employee life, group life, accidental death and travel accident insurance plans and programs) in which Executive is a participant; and (iii) expense
reimbursement for reasonable employment expenses incurred by Executive in accordance with Company policies.
(e) Confidential Information. “Confidential Information” shall have the same meaning provided for the term “Information” in the Non-Disclosure and
Non-Competition Agreement by and between Executive, the Company and Lexmark (the “ Non-Disclosure Agreement”).
(f) Date of Termination. “Date of Termination” means the date on which Executive has a “Separation from Service” as such term is defined in
Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “ Code”) and Treas. Reg. §1.409A-1(h).
(g) Disability. The “Disability” of Executive shall mean the permanent and total disability of Executive as defined in the Company’s long term disability
program.
(h) Effective Date. “Effective Date” means the effective date of a Change of Control that occurs at any time during the Change of Control Period. The
Company shall have no obligation to pay benefits with respect to a Change of Control that does not occur during the Change of Control Period.
(i) Good Reason. “Good Reason” means the voluntary termination of employment of Executive within 180 days following: (i) any assignment to Executive
of any duties, functions or responsibilities that are significantly different from, and result in a substantial and material diminution of, the duties,
functions or responsibilities that Executive has on the date hereof provided, however, that a change in Executive’s duties or responsibilities solely as a
result of the Company becoming a subsidiary or division of the surviving entity shall not be considered Good Reason; (ii) a reduction by the Company
of the annual base salary of Executive as in effect immediately prior to such reduction, other than a reduction as part of an across the board reduction in
salary for
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