Change of Control Severance Agreement管理权变更及终止协议.docx

变更管理英语作文Change Management。

Change management is a structured approach to transitioning individuals, teams, and organizations from a current state to a desired future state. It is an organizational process that ensures that changes are implemented in a controlled, systematic, and consistent manner to minimize any negative impact on the business and its customers.The importance of change management cannot be overstated. Change is an inevitable part of any business, and without a proper process in place, it can lead to confusion, resistance, and ultimately failure. Effective change management ensures that everyone in the organization understands the reasons for the change, the benefits itwill bring, and their role in making it happen.The first step in change management is to define thescope of the change. This involves identifying the specific areas of the business that will be affected by the change, and the goals that the change is intended to achieve. Once the scope has been defined, the next step is to develop a plan for implementing the change.The change management plan should outline the stepsthat will be taken to implement the change, including the resources that will be required, the timeline for implementation, and the roles and responsibilities of everyone involved. It should also include a communication plan that outlines how the change will be communicated to all stakeholders, including employees, customers, and suppliers.One of the most important aspects of change management is stakeholder engagement. This involves engaging with all stakeholders to ensure that they understand the change, the benefits it will bring, and their role in making it happen. It is important to involve stakeholders in the change process from the beginning, as this will help to build support for the change and minimize resistance.Another key element of change management is risk management. Change can be disruptive, and it is important to identify and manage any potential risks associated with the change. This may involve developing contingency plans, providing training and support to employees, and monitoring the implementation of the change to ensure that it is proceeding as planned.In conclusion, change management is a critical process for any business. It ensures that changes are implemented in a controlled, systematic, and consistent manner to minimize any negative impact on the business and its customers. Effective change management involves defining the scope of the change, developing a plan for implementation, engaging stakeholders, and managing risks. With the right approach, businesses can successfully navigate change and achieve their desired outcomes.。

欧盟GMP附录15确认和验证欧盟GMP附录15确认和验证ANNEX 15 附件15Qualification and Validation确认和验证Table of Contents 目录1. Qualification and Validation 确认和验证2. Planning for Validation 验证计划3. Documentation 文件4. Qualification 确认5. Process Validation 工艺验证6. Cleaning Validation 清洁验证7. Change Control 变更控制8. Revalidation 再验证9. Glossary 术语表Qualification and Validation 确认和验证Principle 原理1.This Annex describes the principles of qualification and validation which are applicable to the manufacture of medicinal products. It is a requirement of GMP that manufacturers identify what validation work is needed to prove control of the critical aspects of their particular operations. Significant changes to the facilities, the equipment and the processes, which may affect the quality of the product, should be validated. A risk assessment approach should be used to determine the scope and extent of validation.1.本附件描述了确认和验证的原理，适用于医药产品的生产者。

Change In Control Agreement管理权变更协议-1. TERM OF AGREEMENT. This Agreement shall be effective from the date first written above and, subject to the provisions of Section 4, shall extend to (and thereupon automatically terminate) one (1) day after Executive’s termination of employment with the Company for any reason. No termination of this Agreement shall limit, alter or otherwise affect Executive’s rights hereunder with respect to a Change in Control which has occurred prior to such termination, including w ithout limitation Executive’s right to receive the various benefits hereunder.2. PURPOSE OF AGREEMENT. The purpose of this Agreement is to provide that, in the event of a Change in Control, Executive may become entitled to receive certain additional benefits, as described herein, in the event of his termination under specified circumstances.3. CHANGE IN CONTROL. As used in this Agreement, the phrase Change in Control shall mean:(a) Except as provided by subparagraph (iii) hereof, the acquisition (other than from the Company) by any person, entity or group , within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the Exchange Act ) (excluding, for this purpose, the Company or its subsidiaries, or any executive benefit plan of the Company or its subsidiaries which acquires beneficial ownership of voting securities of the Company), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) or more of either the then outstanding shares of common stock or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in the election of directors; or(b) Individuals who, as of the date hereof, constitute the Board of Directors of the Company (as of the date hereof the Incumbent Board ) cease for any reason to constitute at least a majority of the Board of Directors of the Company, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, is or was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company) shall be, for purposes of this Agreement, considered as though such person were a memberof the Incumbent Board; or(c) Approval by the stockholders of the Company of a reorganization, merger or consolidation with any other person, entity or corporation, other than(1) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of another entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such other entity outstanding immediately after such merger or consolidation, or(2) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding voting securities; or(d) Approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale orother disposition by the Company of all or substantially all of the Company’s assets.4. EFFECT OF A CHANGE IN CONTROL. In the event of a Change in Control, Sections 6 through 11 of this Agreement shall become applicable to Executive. These Sections shall continue to remain applicable until the second anniversary of the date upon which the Change in Control occurs. On such second anniversary date, and provided that the employment of Executive has not been terminated on account of a Qualifying Termination (as defined in Section 5 below), this Agreement shall terminate and be of no further force or effect.5. QUALIFYING TERMINATION. If within twelve (12) months following a Change in Control Executive voluntarily terminates his employment with the Company and its affiliated companies, or if following or within ninety (90) days prior to a Change in Control Executive’s employment with the Company and its affiliated companies is terminated, such termination shall be conclusively considered a Qualifying Termination unless:(a) Executive voluntarily terminates his employment with the Company and its affiliated companies on a date that is more thantwelve (12) months after the Change in Control. Executive, however, shall NOT be considered to have voluntarily terminated his employment with the Company and its affiliated companies if, following, or within ninety (90) days prior to, the Change in Control, Executive’s overall compensation is reduced or adversely modified in any material respect or his authority or duties are materially changed and he elects to terminate his employment within sixty (60) days following such reduction, modification or change. For such purposes, Executive’s authority or duties shall conclusively be considered to have been materially changed if, without Executive’s express and voluntary written consent, there is any substantial diminution or adverse modification in Executive’s title, status, overall position, responsibilities, reporting relationship, general working environment (including without limitation secretarial and staff support, offices, and frequency and mode of travel), or if, without Executive’s express and voluntary written consent, Executive’s job location is transferred to a site more than fifty (50) miles away from his place of employment. In this regard as well, Executive’s authority and duties shall conclusively be considered to have been materially changed if, without Executive’s express and voluntary written consent, Executive no longer holds the same title or no longer has the same authority and responsibilities or no longer has the same reporting responsibilities, in each case with respect and as to a publicly held parent company which is not controlled by another entity or person.(b) The termination is on account of Executive’s death or Disability. For such purposes, Disability shall mean a physical or mental incapacity as a result of which Executive becomes unable to continue the performance of his responsibilities for the Company and its affiliated companies and which, at least three (3) months after its commencement, is determined to be total and permanent by a physician agreed to by the Company and Executive, or in the event of Executive’s inability to designate a physician, Executive’s legal representative. In the absence of agreement between the Company and Executive, each party shall nominate a qualified physician and the two physicians so nominated shall select a third physician who shall make the determination as to Disability.(c) Executive is involuntarily terminated for Cause. For this purpose, Cause shall be limited to only three types of events:(1) the refusal of Executive to comply with a lawful, written instruction of the Board of Directors or Executive’s immediate or departmental supervisor, which refusal is not remedied by Executive within a reasonable period of time after his receipt of written notice from the Company identifying the refusal, so long as the instruction is consistent with the scope and responsibilities of Executive’s position prior to the Change in Control;(2) an act or acts of personal dishonesty by Executive which were intended to result in substantial personal enrichment of Executive at the expense of the Company or any of its affiliated companies; or(3) Executives conviction of any misdemeanor involving an act of moral turpitude or any felony.6. SEVERANCE PAYMENT. If Executive’s employment is terminated as a result of a Qualifying Termination, the Company shall pay Executive within thirty (30) days after the Qualifying Termination a cash lump s um equal to one (1) times Executive’s Compensation, as hereinafter defined (the Severance Payment ). Notwithstanding anything to the contrary herein, the sum of the aggregate present value of (i) such Severance Payment, (ii) any and all additional amounts or benefits which may be paid or conferred to or on behalf of Executive in accordance with subsections (a) or (b) of Section 7 hereof, and (iii) any and all other amounts or benefits paid or conferred to or on behalf of Executive that constitute a parachute payment ( parachute payment, as defined in Section 280G(b)(2), or any successor thereto, of the Internal Revenue Code of 1986, as amended (the Code )), shall not exceed an amount equalto one dollar less than three (3) times Executive’s base amount ( bas e amount, as defined in Section 280G(b)(3), or any successor thereto, of the Code). For the avoidance of doubt, the purpose and intent of the foregoing sentence is to avoid giving rise to any obligation of the Company to reimburse the Executive for (or otherwise pay on Executive’s behalf) any Excise Tax (hereinafter defined) pursuant to Section 8 hereof, to the extent of then-current applicable law. The Severance Payment payable by the Company to the Executive shall be reduced to the extent necessary to fulfill the requirement of the two immediately preceding sentences that payment of amounts includable in Executive’s base amount shall not exceed an amount equal to one dollar less than three (3) times Executive’s base Amount.(a) For purposes of this Agr eement, Executive’s Compensation shall equal the sum of (i) Executive’s highest annual salary rate with the Company, or any of its affiliated companies, within the three (3) year period ending on the date of Executive’s Qualifying Termination, or such shorter period if Executive has been employed by the Company or any of its affiliated companies for a shorter period, plus (ii) a Bonus Increment. The Bonus Increment shall equal the annualized average of all bonuses and incentive compensation payments paid to Executive during the two (2) year period immediately before the date of Executive’s Qualifying Termination under all of the Company’s bonus and incentivecompensation plans or arrangements, or during such shorter period if Executive has been employed by the Company or any of its affiliated companies for a shorter period.(b) The Severance Payment hereunder is in lieu of any severance payment that Executive might otherwise be entitled to from the Company in the event of a Change in Control under the Com pany’s applicable severance pay policies, if any, or under any other oral or written agreement; PROVIDED, HOWEVER, that Executive shall continue to be entitled to receive the severance pay benefits under the Company’s applicable policies, if any, or under another written agreement if and to the extent Executive’s termination is not a Qualifying Termination after, or within ninety (90) days prior to, a Change in Control.7. ADDITIONAL BENEFITS.(a) In the event of a Qualifying Termination, any and all unvested stock options of Executive shall immediately become fully vested and exercisable.(b) In the event of a Qualifying Termination, Executive shall beentitled to continue to participate in the following executive benefit programs which had been made available to Executive (including his family) before the Qualifying Termination: group medical insurance, group dental insurance, group-term life insurance and disability insurance. These programs shall be continued at no cost to Executive, except to the extent that tax rules require the inclusion of the value of such benefits in Executive’s income. The programs shall be continued in the same way and at the same level as immediately prior to the Qualifying Termination. The programs shall continue for Executive’s benefit for two (2) years after the date of the Qualifying Termination; PROVIDED, HOWEVER, that Executive’s participation in each of such programs shall be earlier terminated or reduced, as applicable, if and to the extent Executive receives benefits as a result of concurrent coverage through another program.8. INDEMNIFICATION FOR EXCISE TAX. In the event that Executive becomes entitled to receive a Severance Payment in accordance with the provisions of Section 6 above, and notwithstanding the provision for a reduction in Severance Payment in Section 6, such Severance Payment and any other benefits or payments (including transfers of property) that Executive receives, or is to receive, pursuant to this Agreement or any other agreement, plan or arrangement with the Company in connection with a Change in Control of the Company ( Other Benefits ) shall be subject to the tax imposed pursuant to Section 4999 of the Code (or any successorthereto) or any comparable provision of state law (an Excise Tax ), the following rules shall apply:(a) The Company shall pay to Executive, within thirty (30) days after the Executive’s Qualifying Termination, an additional amount (the Gross-Up Payment ) such that the net amount retained by Executive, after deduction of any Excise Tax with respect to the Severance Payment or the Other Benefits and any federal, state and local income tax, FICA tax and Excise Tax upon such Gross-Up Payment, is equal to the amount that would have been retained by Executive if such Excise Tax were not applicable. It is intended that Executive shall not suffer any loss or expense resulting from the assessment of any Excise Tax or the Company’s reimbursement of Executive for payment of any such Excise Tax.(b) For purposes of determining whether any of the Severance Payments or Other Benefits will be subject to an Excise Tax and the amount of such Excise Tax, (i) any other payments or benefits received or to be received by Executive in connection with a Change in Control of the Com pany or Executive’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person) shall be treated as parachutepayments within the meaning of Section 280G(b)(2) of the Code (or any successor thereto), and all excess parachute payments within the meaning of Section 280G(b)(l) of the Code (or any successor thereto) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by the Company’s independent auditors and acceptable to Executive such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code (or any successor thereto), (ii) the amount of the Severance Payments and Other Benefits which shall be treated as subject to the Excise Tax shall be equal to the lesser of(A) the total amount of the Severance Payments or Other Benefits or(B) the amount of excess parachute payments within the meaning of Sections 280G(b)(l) and (4) of the Code (or any successor or successors thereto), after applying clause (i), above, and (iii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code (or any successor or successors thereto).(c) For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state andlocal income taxes at the highest marginal rates of taxation in the state and locality of Executive’s residence on the date of the Executive’s Qualifying Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.(d) In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of the E xecutive’s Qualifying Termination, the Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code (or any successor thereto) (the Applicable Rate ). In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of such Qualifying Termination (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus interest, determined at the Applicable Rate, payable with respect to such excess) at the time that the amount of such excess is finally determined.9. RIGHTS AND OBLIGATIONS PRIOR TO A CHANGE INCONTROL. Prior to the date which is ninety (90) days before a Change in Control, the rights and obligations of Executive with respect to his employment by the Company shall be determined in accordance with the policies and procedures adopted from time to time by the Company and the provisions of any written employment contract in effect between the Company and Executive from time to time. This Agreement deals only with certain rights and obligations of Executive subsequent, or within ninety (90) days prior to, a Change in Control, and the existence of this Agreement shall not be treated as raising any inference with respect to what rights and obligations exist prior to the date which is ninety (90) days before a Change in Control. Unless otherwise expressly set forth in a separate written employment agreement between Executive and the Company, the employment of Executive is expressly at-will, and Executive or the Company may terminate Executive’s employment with the Company at any time and for any reason, with or without cause, provided that if such termination occurs within ninety (90) days prior to or two (2) years after a Change in Control and constitutes a Qualifying Termination (as defined in Section 5 above) the provisions of this Agreement shall govern the payment of the Severance Payment and certain other benefits as provided herein.10. NON-EXCLUSIVITY OF RIGHTS. Subject to Section 6(c) hereof, nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in any benefit, bonus, incentive orother plan or program provided by the Company or any of its affiliated companies and for which Executive may qualify, nor shall anything herein limit or otherwise affect such rights as Executive may have under any stock option or other agreements with the Company or any of its affiliated companies. Except as otherwise provided in Section 6(c) hereof, amounts which are vested benefits or which Executive is otherwise entitled to receive under any plan or program of the Company or any of its affiliated companies at or subsequent to the date of any Qualified Termination shall be payable in accordance with such plan or program.11. FULL SETTLEMENT. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counter-claim, recoupment, defense or other claim, right or action which the Company may have against Executive or others. In no event shall Executive be obligated to seek other employment or to take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement. The Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which Executive may reasonably incur as a result of Executive’s successful collection efforts to receive am ounts payable hereunder, or as a result of any contest (regardless of the outcome thereof) by the Company or others of the validity or enforceability of, or liability under, any provision of this Agreementor any guarantee of performance thereof (including as a result of any contest by Executive about the amount of any payment pursuant to this Section).12. SUCCESSORS.(a) This Agreement is personal to Executive, and without the prior written consent of the Company shall not be assignable by Executive other than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.(b) The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Company.13. GOVERNING LAW. This Agreement is made and entered into in the State of California, and the internal laws of California shall govern its validity and interpretation in the performance by the parties hereto of their respective duties and obligations hereunder.14. MODIFICATIONS. This Agreement may be amended or modified only by an instrument in writing executed by all of the parties hereto.15. DISPUTE RESOLUTION.(a) Any controversy or dispute between the parties involving the construction, interpretation, application or performance of the terms, covenants, or conditions of this Agreement or in any way arising under this Agreement (a Covered Dispute ) shall, on demand by either of the parties by written notice served on the other party in the manner prescribed in Section 16 hereof, be referenced pursuant to the procedures described in California Code of Civil Procedure ( CCP ) Sections 638, ET seq., as they may be amended from time to time (or such procedures as nearly the same as may be available under the laws of California, the Reference Procedures ), to a retired Judge from the superior court of California for the County of Riverside (the Venue County ) for a decision.(b) The Reference Procedures shall be commenced by either party by the filing in the superior court of Venue County a petition pursuant to CCP Section 638(1) (or such procedures as nearly the same as may be available under the laws of California, a Petition ).Said Petition shall designate as a referee a Judge from the list of retired superior court Judges from the Venue County who have made themselves available for trial or settlement of civil litigation under said Reference Procedures. If the parties hereto are unable to agree on the designation of a particular retired superior court Judge of the Venue County, or the designated Judge is unavailable or unable to serve in such capacity, request shall be made in said Petition that the Presiding or Assistant Presiding Judge of the superior court of the Venue County appoint as referee a retired superior court Judge from the aforementioned list.(c) Except as hereafter agreed by the parties, the referee shall apply the internal law of the State of California in deciding the issues submitted hereunder. Unless formal pleadings are waived by agreement among the parties and the referee, the moving party shall file and serve its complaint within fifteen (15) days from the date a referee is designated as provided herein, and the other party shall have fifteen (15) days thereafter in which to plead to said complaint. Each of the parties reserves its respective rights to allege and assert in such pleadings all claims, causes of action, contentions and defenses which it may have arising out of or relating to the general subject matter of the Covered Dispute that is being determined pursuant to the Reference Procedures. Reasonable notice of any motions before the referee shall be given, and all matters shall be set at the convenience of the referee. Discovery shall be conducted asthe parties agree or as allowed by the referee. Unless waived by each of the parties, a reporter shall be present at all proceedings before the referee.(d) It is the parties’ i ntention by this Section 15 that all issues of fact and law and all matters of a legal and equitable nature related to any Covered Dispute will be submitted for determination by a referee designated as provided herein. Accordingly, the parties hereby stipulate that a referee designated as provided herein shall have all powers of a Judge of the superior court including, without limitation, the power to grant equitable and interlocutory and permanent injunctive relief.(e) Each of the parties specifically (i) consents to the exercise of jurisdiction over his person by a referee designated as provided herein with respect to any and all Covered Disputes; and (ii) consents to the personal jurisdiction of the California courts with respect to any appeal or review of the decision of any such referee.(f) Each of the parties acknowledges that the decision by a referee designated as provided herein shall be a basis for a judgment as provided in CCP Section 644 and shall be subject to exception and review as provided in CCP Section 645, or such procedures asnearly the same as may be available under the laws of California.(g) The Company shall pay all fees and costs incurred by Executive in connection with the Reference Procedures for a Covered Dispute othe r than attorneys’ fees incurred by Executive.16. NOTICES. Any notice or communications required or permitted to be given to the parties hereto shall be delivered personally or be sent by United States registered or certified mail, postage prepaid and return receipt requested, and addressed or delivered as follows, or at such other addresses the party addressed may have substituted by notice pursuant to this Section:Change In Control Agreement管理权变更协议-NOW, THEREFORE, to assure the Company and its subsidiaries that it will have the continued, undivided attention, dedication and services of the Executive and the availability of theExecutive’s advice and counsel notwithstanding the possibility, threat or occurrence of a Change in Control of the Company, and to induce the Executive to remain in the employ of the Company and its subsidiaries, and for other good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the Company and the Executive agree as follows.1. CHANGE IN CONTROL(a) The definition of a Change in Control of the Company for purposes of this Agreement shall be as determined, prospectively, from time to time, by the Board, pursuant to the affirmative vote of at least two-thirds of those members of the Board (i) who have served on the Board for at least two years prior to such determination, and (ii) whose election, or nomination for election, during such two-year period was approved by a vote of at least two-thirds of the directors then in office who were directors at the beginning of such two-year period. Written notice of any such determination, or modification of a previous determination, shall be provided promptly to the Executive.(b) In the event that at any time during the term of this Agreement the Board has not established a definition of Change ofControl pursuant to Section 1(a), for purposes of this Agreement, a Change in Control of the Company shall be deemed to have occurred upon (i) the acquisition at any time by a person or group (as that term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the Exchange Act )) (excluding, for this purpose, the Company or any of its subsidiaries, any employee benefit plan of the Company or any of its subsidiaries, an underwriter temporarily holding securities pursuant to such securities, or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company) of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of securities representing 25% or more of the combined voting power in the election of directors of the then-outstanding securities of the Company or any successor of the Company; (ii) the termination of service as directors, for any reason other than death, disability or retirement from the Board, during any period of two consecutive years or less, of individuals who at the beginning of such period constituted a majority of the Board, unless the election of or nomination for election of each new director during such period was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the period; (iii) approval by the stockholders of the Company of liquidation of the Company; (iv) approval by the stockholders of the Company and consummation of any sale or disposition, or series of related sales or dispositions, of 50% or more of the assets or earning power of the。

变更管理计划英文模板Change Management Plan Template.1. Introduction.This Change Management Plan outlines the strategy and approach to managing changes that may arise during the project lifecycle. It aims to ensure that changes are implemented smoothly, minimizing their impact on theproject's scope, timeline, cost, and quality.2. Change Management Principles.Transparency: All changes will be communicated clearly and transparently to all stakeholders.Governance: Changes will be managed and approved through a defined governance process.Stakeholder Engagement: Stakeholders will be involvedin the change decision-making process and kept informed of their impact.Flexibility: The plan will accommodate changes and allow for flexible adaptation.3. Change Classification.Changes will be classified into the following categories:Minor Changes: These are changes that have a minimal impact on the project's scope, timeline, cost, and quality.Major Changes: These are changes that significantly affect one or more project dimensions (scope, timeline, cost, quality).Critical Changes: These are changes that could potentially jeopardize the project's success or require significant rework.4. Change Management Process.The following steps will be followed for managing changes:1. Identification: Changes will be identified through various sources such as stakeholder requests, project team suggestions, or market changes.2. Evaluation: Changes will be evaluated based on their impact, feasibility, and cost-benefit analysis.3. Documentation: Changes will be documented in detail, including their rationale, impact, and recommended actions.4. Approval: Changes will be submitted to the change control board for approval. Approval criteria will include alignment with project objectives, risk mitigation, and resource allocation.5. Implementation: Approved changes will be implemented by the project team, following the agreed-upon actions.6. Monitoring: Changes will be monitored to ensuretheir effective implementation and to identify any unforeseen impacts.7. Closure: Once the changes are fully implemented and stabilized, the change management process will be closed. Lessons learned will be documented for future reference.5. Change Control Board (CCB)。

A•Abstract Resource 抽象资源•Abstraction 抽象•Acceleration 加速•Acceptability Criteria 验收标准•Acceptable Quality Level ("AQL”）可接受质量水平•Acceptance 验收•Acceptance Criteria 验收标准•Acceptance Letters 验收函•Acceptance Number 接受数目•Acceptance Review 验收评审•Acceptance Test 验收测试•Acquisition Methods 采购方式•Acquisition Negotiations 采购谈判•Acquisition Plan 采购计划•Acquisition Plan Review （”APR”) 采购计划评审•Acquisition Planning 采购计划编制•Acquisition Process 采购过程•Acquisition Strategy 采购策略•Action 行动•Action Item 行动项•Action Item Flags 行动项标记•Action Plan 行动计划•Activation 激活•Active Listening 积极倾听•Activity Arrow Net 活动箭线网络•Activity Based Costing（"ABC”）基于活动的成本核算•Activity Based Management ("ABM”) 基于活动的管理•Activity Calendar 活动日历•Activity Code 活动代码•Activity Definition 活动定义•Activity Description 活动描述•Activity Duration 活动工期活动持续时间•Activity Duration Estimating 活动工期估算•Activity Elaboration 活动详述•Activity File 活动档案•Activity ID 活动识别码•Activity List 活动清单•Activity Node Net 活动节点网络双代号网络•Activity on Arc （”AOA”）弧线表示活动双代号网络•Activity on Arrow （"AOA”) 箭线表示活动双代号网络•Activity on Node节点表示活动单代号网络•Activity Oriented 面向活动•Activity Oriented Schedule 面向活动的进度计划•Activity Properties 活动属性•Activity Quantities 活动量值•Activity Status 活动状态•Activity Timing 活动定时•Actor 执行者角色•Actual 实际的•Actual and ScheduledProgress 实际进展的与计划进度•Actual Cost 实际成本•Actual Cost Data Collection实际成本汇总•Actual Costs 实际费用•Actual Dates 实际日期•Actual Direct Costs 实际直接成本•Actual Expenditures 实际的支出•Actual Finish 实际完成•Actual Finish Date 实际完成日期•Actual Start 实际开始•Actual Start Date 实际开始日期•ACWP 已完成工作实际成本•See Actual Cost of WorkPerformed•Adaptation 适应•Added value 附加价值•Addendum 附录•Adequacy 适当•Adjourning 解散•Adjustment 调节•ADM•Arrow Diagram Method•ADM Project ADM 项目•Administration 管理部门•Administrative 行政的•Administrative Change 行政变更•Administrative Management行政管理•ADP•Automated Data Processing•ADR•Alternative DisputeResolution•Advanced Material Release（”AMR”) 材料提前发布•AF•Actual Finish Date•AFE•Application for Expenditure•Authority for Expenditure•Affect 影响•Affected Parties 受影响方•Agency 代理•Agenda 议程•Aggregation 汇总•Agreement 协议•Agreement, legal 协议合同•ALAP•As-Late—As-Possible•Algorithm 算法•Alignment 排列成行•Alliance 联合•Allocated Baseline 分配的基线•Allocated Requirements 分配需求•Allocation 分配•Allowable Cost 允许成本•Allowance 预留•Alternate Resource 替代资源•Alternative Analysis 替代分析•Alternative DisputeResolution （"ADR"）替代争议解决方案•Alternatives 可选方案•Ambiguity 含糊不清•Amendment 修订•Amount at Stake 损失量•AMR 材料提前公布•Analysis 分析•Analysis and Design 分析与设计•Analysis Time 分析期•Analyst 分析员•AND Relationship 与关系•Anecdotal 轶事•Anticipated Award Cost 预期中标价•AOA•Activity on Arrow•Activity on Arc•AON•Activity on Node•AOQ•Average Outgoing Quality •AOQL•Average Outgoing Quality Limit•APMA•Area of Project Management Application•Apparent Low Bidder 最低投标人•Application 应用•Application Area 应用领域•Application for Expenditure ("AFE"）支出申请•Application for Expenditure Justification 支出申请的论证•Application Programs 应用程序•Applied Direct Costs 实际直接成本•Apportioned Effort 分摊努力•Apportioned Task 分摊任务•Appraisal 评估•Approach 方法•Appropriation 拨款•Approval 批准•Approval to Proceed 批准继续•Approve 同意•Approved Bidders List 批准的投标人清单•Approved Changes 批准的变更•Approved ProjectRequirements 批准的项目需求•APR•Acquisition Plan Review •AQL•Acceptable Quality Level •Arbitrary 随意的•Arbitration 仲裁•Arc 弧线•Architectural Baseline 构架基线•Architectural View 构架视图•Architecture 构架•Architecture，executable 构架可执行•Archive 档案文件•Archive Plan 存档计划•Area of Project Application•Area of Project ManagementApplication•Area of Project ManagementApplication （”APMA"）项目管理的应用领域•Arrow 箭线•Arrow Diagram Method（"ADM”) 箭线图方法•Arrow Diagramming 箭线图方法•Arrow Diagramming Method箭线图方法双代号网络图•Artifact 制品•Artificial 人工的•AS•Actual Start Date•ASAP•As—Soon—As—Possible•As-built Design 实际建造设计•As-built document．tion 实际建造文档•As-Built Records•As-Built Schedule 实际建造进度计划•As—Late—As—Possible("ALAP”) 尽可能晚•As-Needed 恰如所需•As-of Dateo见Data Date.•As—Performed Schedule 实际进度计划•Assembly 组装件•Assembly Sequence 组装顺序•Assessment 评估•Assets 资产•Assignment 分配委派任务•Associated Revenue 关联收益•Association 关联关系•As—Soon-As—Possible(”ASAP”）尽快•Assumption 假设•Assumptions 假设•Assumptions List 假设清单•Assurance 保证•Assurance Programo见QualityAssurance Program。

gmp变更管理指南英文回答：GMP Change Control Guidance.Good Manufacturing Practices (GMP) are a set of regulations enforced to ensure that products are consistently produced and controlled according to quality standards. Change control is an integral part of GMP, as it provides a systematic approach to managing and implementing changes to a manufacturing process or product.Purpose of Change Control.The purpose of change control is to:Ensure that changes are made in a controlled and documented manner.Assess the potential impact of changes on productquality and safety.Minimize the risk of unintended consequences.Maintain regulatory compliance.Elements of Change Control.A comprehensive change control program should include the following elements:Change Request: A formal request to implement a change, including the rationale for the change and an assessment of its potential impact.Change Evaluation: A review of the change request to determine its feasibility, safety, and impact on product quality.Change Implementation: The execution of the change, including documentation and training of personnel.Change Verification: Post-implementation validation to confirm that the change has been implemented as intendedand is effective.Change Control Committee: A team responsible for reviewing and approving change requests, overseeing implementation, and ensuring regulatory compliance.Types of Changes.Changes subject to change control can be classifiedinto three categories:Minor Changes: Changes that have a minimal impact on product quality or safety, such as minor equipment adjustments or process parameter changes.Major Changes: Changes that have a significant impact on product quality or safety, such as changes to raw materials, manufacturing processes, or product formulations.Continuous Improvement Changes: Changes that areimplemented to enhance product quality or safety, such as process optimization or efficiency improvements.Regulatory Requirements.GMP regulations require that manufacturers establish and maintain a change control system. The specific requirements may vary depending on the regulatory agency and the industry sector. Some key regulatory requirements include:US FDA 21 CFR Part 211.10 (c): Requires manufacturers to have a written procedure for change control and to document all changes that affect the identity, strength, quality, or purity of the product.EU GMP Annex 11: Outlines the principles and requirements for change control, including risk assessment, documentation, and validation.ISO 13485:2016: Specifies requirements for managing changes to medical devices, including change evaluation,approval, and post-implementation review.Conclusion.Change control is a critical component of GMP. By implementing a robust change control program, manufacturers can ensure that changes are made in a controlled and documented manner, minimizing the risk of unintended consequences and maintaining regulatory compliance.中文回答：GMP变更管理指南。

和”D”(附加细则)，必须遵照当中所载条件履行。

如若当中所载条件产生冲突，仅就产生冲突的条件而言，第一部分及附件“A”、“B”、“C”和”D”的条文将凌驾于第二部分的条文。

It is mutually agreed between the party stated in Box 2 and the party stated in Box 3 that this Agreement consisting of PART I and PART II as well as Annexes "A"(Details of Vessel), "B" (Details of Crew), "C" (Budget) and "D" (Associated vessels) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes "A", "B", "C" and "D" shall prevail over those of PART II to the extent of such conflict but no第二部分PART II船舶管理协议Ship Management Agreement1.定义Definitions在本协议中，除文义另有所指外，下列词汇及词语具有本文所赋予的含义。

In this Agreement save where the context otherwise requires, the following words and expressions shall have the meanings hereby assigned to them."委托人"指第2栏所指的订约方,系指船舶所有人或光船承租人。

Executive Severance Agrrements管理终止合同-NOW, THEREFORE, to assure the Company that it will have the continued dedication of the Executive and the availability of that person’s advice and counsel notwithstanding the possibility, threat or occurrence of a bid to take over control of the Company, and to induce the Executive to remain in the employ of the Company, and for other good and valuable consideration, the Company and the Executive agree that the Executive Severance Agreement described above be amended and restated in its entirety as follows:A. Should a third person, in order to effect a change of control (as defined), begin a tender or exchange offer, circulate a proxy to stockholders or take other steps, the Executive agrees that he or she will not voluntarily leave the employ of the Company, and will render the services contemplated in the recitals to this agreement, until the third person has abandoned or terminated his efforts to effect a change of control or until a change of control has occurred.B. Should the Executive’s employment with the Company or its subsidiaries terminate for any reason (either voluntary or involuntary, other than because of death, disability or normal retirement) withinthree (3) years after a change of control of the Company the following will be provided:1. Lump Sum Cash Payment. On or before the Executive’s last day of employment with the Company or its subsidiaries, or as soon thereafter as possible, the Company will pay to the Executive as compensation for services rendered, a lump sum cash amount (subject to the usual withholding taxes) equal to (A) three times the sum of (1) the Executive’s annual salary at the rate in effect immediately prior to the change of control and (2) the maximum annual incentive bonus opportunity provided by the Plan and any discretionary bonus declared for the year in which the change of control occurred, or the preceding year if not established plus (B) an amount equal to the compensation (at the Executive’s rate of pay in effect immediately prior to the change of control) payable for any period for which the Executive could have, immediately prior to the date of his termination of employment, been on vacation and received such compensation, for unused and accrued vacation benefit s determined under the Company’s vacation pay plan or program covering the Executive immediately prior to the change of control. If the time from the Executive’s last day of employment with the Company or its subsidiaries to the Executive’s 65th birthday is less than 36 months, there shall be a proportionate reduction of the payment computed under clause (A) of the preceding sentence.2. Salaried and Supplemental Executive Retirement Plans. The Execu- tive shall be paid a monthly retirement benefit, in addition to any benefits received under the Salaried Retirement Plans maintained by the Company or its subsidiaries, including The AAA Corporation Salaried Retirement Plan and any Supplemental Executive Retirement Plan, such benefit to commence on the first to occur of (a) the commencement of payment of benefits under the AAA Corporation Salaried Retirement Plan or (b) attainment of age 65, but not prior to three (3) years following the date of termination of employment or age 65, whichever first occurs, such benefit to be an amount equal to the excess of (i) the aggregate benefits under such Salaried Retirement Plans to which the Executive would be entitled if he or she remained employed by the Company or its subsidiaries, for an additional period of three (3) years or until his or her 65th birthday, whichever is earlier, at the rate of annual compensation specified herein; over (ii) the benefits to which the Executive is actually entitled under such Salaried Retirement Plans.3. Life, Dental, Vision, Health and Long Term Disability Coverage. The Executive’s participation in, and entitlement to, benefits under: (i) the life insurance plan of the Company; (ii) all the health insurance plan or plans of the Company or its subsidiaries, including but not limited to those providing major medical and hospitalization benefits, dental benefits and vision benefits; and (iii)the Company’s long-term disability plan or plans; as all such plans existed immediately prior to the change of control shall continue as though he or she remained employed by the Corporation or its subsidiaries for an additional period of three (3) years or until the obtainment of such coverages with another employer, whichever is earlier. To the extent such participation or entitlement is not possible for any reason whatsoever, equivalent benefits shall be provided.4. Participation in Employee Benefit Plans. After termination of em- ployment, the Executive shall continue to participate in the Salaried Retirement Plans as contemplated above. The Executive’s participation in any other savings, capital accumulation, retirement, incentive compensation, profit sharing, stock option, and/or stock appreciation rights plans of the Company or any of its subsidiaries shall continue only through the last day of his or her employment. Any terminating distributions and/or vested rights under such plans shall be governed by the terms of those respective plans. Furthermore, the Executive’s participation in any insurance plans of the Company and rights to any other fringe benefits shall, except as otherwise specifically provided in such plans or Company policy, terminate as of the close of the Executive’s last day of employment, except to the extent specifically provided to the contrary in this agreement.5. Incentive Plans. In addition to the payments required by paragraph 1 of this Section, the Company shall pay to the Executive as compensation for services rendered cash in an amount equal to the maximum amount which could be payable to the Executive under any and all incentive compensation plans in which the Executive is a participant or under which the Executive holds any outstanding award as of the day prior to the change of control. To the extent that any such award is represented by restricted shares of stock of the Company, the Executive’s such cash payment shall include an amount equal to the aggregate value of such shares determined as of the day of the change of control. Any payment due pursuant to this paragraph 5 shall be paid at the same time as the amount payable pursuant to paragraph 1 of this Section.6. Reimbursement for Loss on Sale of Principal Residence. If on the date of the change of control the Executive shall own a private residence within Jasper County, Iowa (the Executive’s residence ), the Executive shall be paid an amount equal to the excess, if any, of the amount by which the greater of (i) the aggregate purchase price (as defined below) of the Executive’s residence and (ii) the change of control market value (as defined below) of the Executive’s residence, over the amount realized by the Executive upon the sale of such residence. Any amount payable to the Executive under this agreement shall be paid to the Executive on the date on which the Executive’s residence is sold in a b ona fidetransaction with an unrelated party. Notwithstanding the foregoing, if the Executive’s residence shall not be sold within 6 months after the date on which the Executive’s residence is first offered for sale, the Company shall purchase the Executiv e’s residence from the Executive for a cash amount equal to the change of control market value of the Executive’s residence. For purposes of this paragraph, the aggregate purchase price of the Executive’s residence shall be the sum of the amount paid therefor plus the cost of any significant repairs such as the cost of siding, or roof repair or maintenance, incurred within the 5 year period ending on the date on which a change of control occurs, plus the cost of any improvements to such residence made by the Executive, the amount realized upon the sale of such residence shall be the net amount, after deduction for brokers’ fees, title charges, transfer taxes and similar items, realized by the Executive upon the sale of the Executive residence and change of control market value shall mean the value of the Executive’s residence on the date on which the change of control occurred, as determined by an independent appraiser selected by the Executive. The fees and expenses of such appraiser shall be paid by the Company.7. Excise Tax-Additional Payment.(a) Notwithstanding anything in this agreement or any writtenor unwritten policy of the Company or its subsidiaries to the contrary, (i) if it shall be determined that any payment or distribution by the Company or its subsidiaries to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this agreement, any other agreement between the Company or its subsidiaries and the Executive or otherwise (a Payment ), would be subject to the excise tax imposed by section 4999 of the Internal Revenue Code of 1986, as amended, (the Code ) or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the Excise Tax ), or (ii) if the Executive shall otherwise become obligated to pay the Excise Tax in respect of a Payment, then the Company shall pay to the Executive an additional payment (a Gross-Up Payment ) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon such Payment.(b) All determinations and computations required to be made under this paragraph B5, including whether a Gross-Up Payment is required under clause (ii) of paragraph B7(a) above, and the amount of any Gross-Up Payment, shall be made by the Company’s regularly engaged independent certified public accountants (theAccounting Firm ). The Company shall cause the Accounting Firm to provide detailed supporting calculations both to the Company and the Executive within 15 business days after such determination or computation is requested by the Executive. Any initial Gross-Up Payment determined pursuant to this paragraph B7 shall be paid by the Company or the subsidiary to the Executive within 5 days of the re ceipt of the Accounting Firm’s determination. A determination that no Excise Tax is payable by the Executive shall not be valid or binding unless accompanied by a written opinion of the Accounting Firm to the Executive that the Executive has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon the Company, its subsidiaries and the Executive, except to the extent the Executive becomes obligated to pay an Excise Tax in respect of a Payment. In the event that the Company or the subsidiary exhausts or waives its remedies pursuant to subparagraph 7B(c) and the Executive thereafter shall become obligated to make a payment of any Excise Tax, and if the amount thereof shall exceed the amount, if any, of any Excise Tax computed by the Accounting Firm pursuant to this subparagraph (b) in respect to which an initial Gross-Up Payment was made to the Executive, the Accounting Firm shall within 15 days after Notice thereof determine the amount of such excess Excise Tax and the amount of the additional Gross-Up Payment to the Executive. All expenses and fees of the Accounting Firm incurred by reason of this paragraph B7 shall be paid by the Company.(c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:(i) give the Company any information reasonably requested relating to such claim,(ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,(iii) cooperate with the Company in good faith in order effectively to contest such claim,(iv) permit the Company to participate in any proceedings relating to such claim; PROVIDED, HOWEVER, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this subparagraph B7(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company or the subsidiary shall determine; PROVIDED, HOWEVER, that if the Company or the subsidiary directs the Executive to pay such claim and sue for arefund, the Company or the subsidiary shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and FURTHER PROVIDED, that any extension of the statue of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, control of the contest by the Company or the subsidiary shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.(d) If, after the receipt by the Executive of an amount advanced by the Company or the subsidiary pursuant to subparagraph B7(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to compliance with the requirements of paragraph B7 by the Company or the subsidiary) promptly pay to the Company or the subsidiary the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company or the subsidiary pursuant tosubparagraph B7(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall off-set, to the extent thereof, the amount of Gross-Up Payment required to be paid.C. Definitions.1. Change of Control. For purposes of this Agreement, change of control shall mean:(a) The acquisition by any individual, entity or group (within the meaning of Section 13 (d) (3) or 14 (d) (2) of the Securities Exchange Act of 1934, as amended (the Exchange Act )) (a Person ) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the Company (the Outstanding Company Common Stock ) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the OutstandingCompany V oting Securities provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (i) any acquisition by the Company, (ii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iii) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) below; or(b) Individuals who, as of the date hereof, constitute the Board (the Incumbent Board ) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, w as approved by a vote of a least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or(c) Consummation of a reorganization, merger or consolidationor sale or other disposition of all or substantially all of the assets of the Company (a Business Combination ), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and outstanding Company V oting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company V oting Securities, as the case may be, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the boardof directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or(d) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.2. Subsidiary . For purposes of this agreement, a Subsidiary shall mean any domestic or foreign corporation at least 20% of whose shares normally entitled to vote in electing directors is owned directly or indirectly by the Company or by other subsidiaries.D. General Provisions.1. No Guaranty of Employment. Nothing in this agreement shall be deemed to entitle the Executive to continued employment with the Company or its sub- sidiaries, and the rights of the Company to terminate the employment of the Executive shall continue as fully as if this agreement were not in effect, PROVIDED that any such termination of employment within three (3) years fol- lowing a change of control shall entitle the Executive to the benefitsherein provided.2. Confidentiality. The Executive shall retain in confidence any confi- dential information known to him concerning the Company and its business so long as such information is not publicly disclosed.3. Payment Obligation Absolute. The Company’s obligation to pay the Executive the compensation and to make the arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against him, her or anyone else. All amounts payable by the Company hereunder shall be paid without notice or demand. The Company waives all rights which it may now have or may hereafter have conferred upon it, by statute or otherwise, to terminate, cancel or rescind this agreement in whole or in part. Each and every payment made hereunder by the Company shall be final and the Company shall not seek to recover all or any part of such payment from the Executive or from whoever may be entitled thereto, for any reason whatsoever.4. Indemnification. If litigation shall be brought to enforce orinter- pret any provision contained herein, the Company hereby indemnifies the Execu- tive for his or her reasonable attorney’s fees and disbursements incurred in such litigation, and hereby agrees to pay prejudgment interest on any money judgment obtained by the Executive calculated by using the prevailing prime interest rate on the date that payment(s) to him or her should have been made under this agreement.5. Successors . This agreement shall be binding upon and inure to the benefit of the Executive and his or her estate, and the Company and any suc- cessor of the Company, but neither this agreement nor any rights arising here- under may be assigned or pledged by the Executive.6. Severability. Any provision in this agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.7. Controlling Law . This agreement shall in all respects begoverned by, and construed in accordance with, the laws of the State of _________(PLACENAME).IN WITNESS WHEREOF, the parties have executed this agreement on the date set out above.Executive Severance and ArbitrationAgreement管理终止及仲裁协议-THIS EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENT is made and entered into as of _________,_________,_________(M,D,Y), by and between AAA Corporation, a _________(Placename) corporation (the Company ) and BBB ( Executive ).WHEREAS, the Board of Directors (the Board ) of the Company has determined that, in the event of a possible, threatened or pending sale or other change in control of the Company, it is imperative that the Company and the Board be able to rely upon Executive to continue in Executive’s position, and that the Companybe able to receive and rely upon Executive’s advice, if requested, as to the best interests of the Company and its shareholders without concern that Executive might be distracted by the personal uncertainties and risks created by any such possible transactions; andWHEREAS, in connection with such a change in control, Executive may, in addition to Executive’s regular duties, be called upon to assist in the assessment of any such possible transactions, advise management and the Board as to whether such proposals would be in the best interests of the Company and its shareholders, and to take such other actions as the Board might determine to be appropriate; andWHEREAS, the Company’s Compensation Committee has determined that Executive should be provided severance benefits in the event his employment is terminated without cause in the absence of a change in control, so that Executive will not be distracted by personal uncertainties and risks concerning his employment with the Company; andWHEREAS, the Board and the Compensation Committee have authorized the Company to enter into an agreement with Executive providing severance benefits as set forth herein;NOW, THEREFORE, to assure the Company that it will have the continued dedication of Executive and the availability ofExecutive’s advice and counsel through the occurrence of any Change in Control of the Company, and to induce Executive to remain in the employ of the Company, and for other good and valuable consideration, the Company and Executive agree as follows:1. DEFINITIONS.(a) CAUSE means the occurrence of any one or more of the following: (i) conviction of any felony or any act of fraud, misappropriation or embezzlement which has an immediate and materially adverse effect on the Company or a Subsidiary, (ii) engaging in a fraudulent act to the material damage or prejudice of the Company or a Subsidiary or in conduct or activities materially damaging to the property, business or reputation of the Company or a Subsidiary, (iii) willful and repeated failure to comply in any material respect with the terms of any applicable employment agreement or any lawful written policies or directives of the Board or the Company’s chief executive officer which have an immediate and materially adverse effect on the Company or a Subsidiary and which have not been corrected within 30 days after written notice from the Company of such failure, (iv) any material act or omission involving gross negligence or willful misconduct in the performance of employment duties which has an immediate and materiallyadverse effect on the Company or a Subsidiary and which has not been corrected within 30 days after written notice from the Company, or (v) material breach of any other agreement with the Company, which has an immediate and materially adverse effect on the Company or a Subsidiary and which has not been cured within 30 days after written notice from the Company of such breach.(b) CHANGE IN CONTROL means any of the following events (i) any person or group (as defined in or pursuant to Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act )) other than the Company, is or becomes the beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly (including by holding securities which are exercisable for or convertible into shares of capital stock of the Company), of securities of the Company representing 50% or more of the voting power of the outstanding shares of capital stock of the Company entitled to vote generally in the election of directors; or, (ii) the Company sells or exchanges, through merger, assignment or otherwise, in one or more transactions, other than in the ordinary course of business, assets which provided at least seventy percent (70%) of the revenues or pre-tax net income of the Company and its Subsidiaries on a consolidated basis during the most recently-completed fiscal year, or, (iii) Continuing Directors cease to constitute at least a majority of the Board. Notwithstanding the foregoing, the following events shall not constitute a Change in。