Common use of Benefits Upon Termination without Cause or for Good Reason in Connection with a Change in Control Clause in Contracts

Benefits Upon Termination without Cause or for Good Reason in Connection with a Change in Control. If (a) a Change in Control (as defined in Section 1.1(f)) occurs during the Employment Period and within two (2) years after the Change in Control Date (as defined in Section 1.1(g)) (i) the Company shall terminate the Executive’s employment without Cause, or (ii) the Executive shall terminate employment with the Company for Good Reason, or, alternatively, (b) if one of the above-described terminations of employment occurs within the six-month period prior to the earlier of (i) a change of control that qualified under Code Section 409A (a “409A Change in Control”) or (ii) the execution of a definitive agreement or contract that eventually results in a 409A Change in Control, then the Executive shall become entitled upon the date of the 409A Change in Control to receive the payment of the benefits as provided below as of either (y) the Date of Termination, in the case where the sequence of the requisite events is as set forth in subsection (a) above or (z) the date of the 409A Change in Control, in the case where the sequence of the requisite events occurred as set forth in subsection (b) above (the relevant date for purposes of entitlement to the benefits as set forth in this Section 4.2 is hereinafter referred to as the “Entitlement Date”).

Benefits Upon Termination without Cause or for Good Reason in Connection with a Change in Control. If (a) a Change in Control (as defined in Section 1.1(f)) occurs during the Employment Period and within two (2) years after the Change in Control Date (as defined in Section 1.1(g)) (i) the Company shall terminate the Executive’s Employee's employment without Cause, or (ii) the Executive Employee shall terminate employment with the Company for Good Reason, orOR, alternatively, (b) if one of the above-described terminations of employment occurs within the six-month period prior to the earlier of (i) a change of control that qualified under Code Section 409A (a “409A Change in Control”) Control Date or (ii) the execution of a definitive agreement or contract that eventually results in a 409A Change in Control, then the Executive Employee shall become entitled upon the date of the 409A Change in Control to receive the payment of the benefits as provided below as of either (y) the Date of Termination, in the case where the sequence of the requisite events is as set forth in subsection (a) above or (z) the date of the 409A Change in ControlControl Date, in the case where the sequence of the requisite events occurred as set forth in subsection (b) above (the relevant date for purposes of entitlement to the benefits as set forth in this Section 4.2 is hereinafter referred to as the “"Entitlement Date”)."):

Benefits Upon Termination without Cause or for Good Reason in Connection with a Change in Control. If (a) a Change in Control (as defined in Section 1.1(f1.1(g)) occurs during the Employment Period and within two (2) years after the Change in Control Date (as defined in Section 1.1(g1.1(h)) (i) the Company shall terminate the Executive’s employment without Cause, or (ii) the Executive shall terminate employment with the Company for Good Reason, or, alternatively, (b) if one of the above-described terminations of employment occurs within the six-month period prior to the earlier of (i) a change of control that qualified under Code Section 409A (a “409A Change in Control”) or (ii) the execution of a definitive agreement or contract that eventually results in a 409A Change in Control, then the Executive shall become entitled upon the date of the 409A Change in Control to receive the payment of the benefits as provided below as of either (y) the Date of Termination, in the case where the sequence of the requisite events is as set forth in subsection (a) above or (z) the date of the 409A Change in Control, in the case where the sequence of the requisite events occurred as set forth in subsection (b) above (the relevant date for purposes of entitlement to the benefits as set forth in this Section 4.2 is hereinafter referred to as the “Entitlement Date”).