Common use of Good Reason or Without Cause On or Within Two Years Following a Change in Control Clause in Contracts

Good Reason or Without Cause On or Within Two Years Following a Change in Control. If Executive’s employment is terminated by Executive for Good Reason, or by the Company without Cause, provided each occurs on or within two (2) years following a Change in Control, then, subject to the Release requirement set forth in Section 7(d)(ii)(F) below, the Company shall pay to Executive a lump sum payment in cash equal to the aggregate of the following amounts under Section 7(d)(ii) (A), (B) and (C) below on the thirtieth (30th) day following the Date of Termination and provide the other benefits provided below: (A) The Accrued Obligations. (B) An amount equal to the product of 2.24 times the sum of: (1) Executive’s Base Salary on the day prior to the Date of Termination (or, if Executive's termination for Good Reason is based upon a reduction in Base Salary, then Executive's Base Salary in effect immediately prior to such reduction) and (2) the sum of Executive’s Annual Incentive Award (as defined in Section 7(d)(i)(G) above) paid for each of the three (3) calendar years preceding the calendar year that includes the Change in Control, divided by 3. (C) The Pro Rata Incentive Award. (D) To the extent any previously awarded stock awards, such as stock options, stock appreciation rights, restricted stock, dividend equivalent rights, or any other form of stock compensation granted to Executive shall have not vested, such awards shall immediately become fully (100%) vested and exercisable and shall otherwise be paid in accordance with their terms. (E) The Company shall provide the Welfare Continuance Benefit but for a period of twenty-seven (27) months following the Date of Termination rather than eighteen (18) months, provided that Executive’s continued participation is possible under the general terms and provisions of the Welfare Plans. The Welfare Continuance Rules (as applied to a twenty-seven (27) month period) shall also apply. (F) Notwithstanding any other provisions of this Agreement, no amounts or benefits, other than the Accrued Obligations, shall be payable to Executive, and Executive shall forfeit all rights, under Section 7(d)(ii) of this Agreement unless the Release is signed and becomes irrevocable within the time period specified by the Release for review and revocation. To the extent any amounts or benefits under Section 7(d)(ii), other than the Accrued Obligations, have been paid and the Release requirement of this Section 7(d)(ii)(F) is not met, then any such amounts or benefits previously paid shall be forfeited and Executive shall repay such forfeited amounts or benefits to the Company within thirty (30) days of demand by the Company.

Good Reason or Without Cause On or Within Two Years Following a Change in Control. If Executive’s employment is terminated by Executive for Good Reason, or by the Company without Cause, provided each occurs on or within two (2) years following a Change in Control, then, subject to the Release requirement set forth in Section 7(d)(ii)(F) below, the Company shall pay to Executive a lump sum payment in cash equal to the aggregate of the following amounts under Section 7(d)(ii) (A), (B) and (C) below on the thirtieth (30th) day following the Date of Termination and provide the other benefits provided below: (A) The Accrued Obligations. (B) An amount equal to the product of 2.24 two and ninety-nine hundredths (2.99) times the sum of: (1) Executive’s Base Salary on the day prior to the Date of Termination (or, if Executive's ’s termination for Good Reason is based upon a reduction in Base Salary, then Executive's ’s Base Salary in effect immediately prior to such reduction) and (2) the sum of Executive’s Annual Incentive Award (as defined in Section 7(d)(i)(G) above) paid for each of the three (3) calendar years preceding the calendar year that includes the Change in Control, divided by three (3). (C) The Pro Rata Annual Incentive Award. (D) To the extent any previously awarded stock awards, such as stock options, stock appreciation rights, restricted stock, dividend equivalent rights, or any other form of stock compensation Stock Awards granted to Executive shall have not vested, such awards Stock Awards shall immediately become fully (100%) vested and exercisable and shall otherwise be paid in accordance with their terms. Performance-based Stock Awards shall become fully vested, and performance shall be determined based on the terms of the applicable grant agreement. (E) The Company shall provide the Welfare Continuance Benefit but for a period of twentythirty-seven six (2736) months following the Date of Termination rather than eighteen (18) months, provided that Executive’s continued participation is possible under the general terms and provisions of the Welfare Plans. The Welfare Continuance Rules (as applied to a twentythirty-seven six (2736) month period) shall also apply. (F) Notwithstanding any other provisions of this Agreement, no amounts or benefits, other than the Accrued Obligations, shall be payable to Executive, and Executive shall forfeit all rights, under Section 7(d)(ii) of this Agreement unless the Release is signed and becomes irrevocable within the time period specified by the Release for review and revocation. To the extent any amounts or benefits under Section 7(d)(ii), other than the Accrued Obligations, have been paid and the Release requirement of this Section 7(d)(ii)(F) is not met, then any such amounts or benefits previously paid shall be forfeited and Executive shall repay such forfeited amounts or benefits to the Company within thirty (30) days of following demand by the Company.

Good Reason or Without Cause On or Within Two Years Following a Change in Control. If the Executive’s employment is terminated by Executive for Good Reason, or by the Company without Cause, provided each occurs on or within two (2) years following a Change in Control, then, subject to the Release requirement set forth in Section 7(d)(ii)(F) below, the Company shall pay to the Executive a lump sum payment in cash equal to the aggregate of the following amounts under Section 7(d)(ii) (A), (B), (C) and (CE) below on the thirtieth (30th) 30th day following the Date of Termination and provide the other benefits provided below: (A) The Accrued Obligations, which shall be paid without regard to whether the Executive signs the Release. (B) An amount equal to the product of 2.24 two and ninety-nine hundredths (2.99) times the sum of: (1) the Executive’s Base Salary on the day prior to the Date of Termination (or, if the Executive's ’s termination for Good Reason is based upon a reduction in Base Salary, then the Executive's ’s Base Salary in effect immediately prior to such reduction) and (2) the sum of the Executive’s Annual Incentive Award (as defined in Section 7(d)(i)(G) above) Awards paid for each of the three (3) calendar years preceding the calendar year that includes the Change in Control, divided by three (3) (subject to such adjustment as the Compensation Committee deems appropriate if the Executive has worked less than three (3) calendar years and taking into account the partial year 2022). (C) The Pro Rata Annual Incentive Award, calculated as described in Section 7(d)(i)(C), except that performance shall be calculated at maximum instead of based on actual performance. (D) To the extent any previously awarded stock awards, such as stock options, stock appreciation rights, restricted stock, dividend equivalent rights, or any other form of stock compensation Stock Awards granted to the Executive shall have not vested, such awards Stock Awards shall immediately become fully (100%) vested and exercisable and shall otherwise be paid in accordance with their terms. Performance-based Stock Awards shall become fully vested, and performance shall be determined based on the terms of the applicable grant agreement. (E) The Company shall provide An amount equal to the monthly cost of coverage under the Company’s Welfare Continuance Benefit but Plans for a period of twenty-seven (27) 36 months following the Date of Termination rather than eighteen (18) months, provided that Executive’s continued participation is possible under the general terms and provisions of the Welfare Plans. The Welfare Continuance Rules (as applied to a twenty-seven (27) month period) shall also applyTermination. (F) Notwithstanding any other provisions of this Agreement, no amounts or benefits, other than the Accrued Obligations, shall be payable to the Executive, and the Executive shall forfeit all rights, under Section 7(d)(ii) of this Agreement unless the Release is signed and becomes irrevocable within the time period specified by the Release for review and revocation. To the extent any amounts or benefits under Section 7(d)(ii), other than the Accrued Obligations, have been paid and the Release requirement of this Section 7(d)(ii)(F) is not met, then any such amounts or benefits previously paid shall be forfeited and the Executive shall repay such forfeited amounts or benefits to the Company within thirty (30) 30 days of following demand by the Company.

Good Reason or Without Cause On or Within Two Years Following a Change in Control. If Executive’s employment is terminated by Executive for Good Reason, or by the Company without Cause, provided each occurs on or within two (2) years following a Change in Control, then, subject to the Release requirement set forth in Section 7(d)(ii)(F) below, the Company shall pay to Executive a lump sum payment in cash equal to the aggregate of the following amounts under Section 7(d)(ii) (A), (B) and (C) below on the thirtieth (30th) day following the Date of Termination and provide the other benefits provided below: (A) The Accrued Obligations. (B) An amount equal to the product of 2.24 two and ninety-nine hundredths (2.99) times the sum of: (1) Executive’s Base Salary on the day prior to the Date of Termination (or, if Executive's ’s termination for Good Reason is based upon a reduction in Base Salary, then Executive's ’s Base Salary in effect immediately prior to such reduction) and (2) the sum of Executive’s Annual Incentive Award (as defined in Section 7(d)(i)(G) above) paid for each of the three (3) calendar years preceding the calendar year that includes the Change in Control, divided by three (3). (C) The Pro Rata Annual Incentive Award. (D) To the extent any previously awarded stock awards, such as stock options, stock appreciation rights, restricted stock, dividend equivalent rights, or any other form of stock compensation Stock Awards granted to Executive shall have not vested, such awards Stock Awards shall immediately become fully (100%) vested and exercisable and shall otherwise be paid in accordance with their terms. Performance-based Stock Awards shall become fully vested, and performance shall be determined based on the terms of the applicable grant agreement. (E) The Company shall provide the Welfare Continuance Benefit but for a period of twentythirty-seven six (2736) months following the Date of Termination rather than eighteen twenty-four (1824) months, provided that Executive’s continued participation is possible under the general terms and provisions of the Welfare Plans. The Welfare Continuance Rules (as applied to a twentythirty-seven six (2736) month period) shall also apply. (F) Notwithstanding any other provisions of this Agreement, no amounts or benefits, other than the Accrued Obligations, shall be payable to Executive, and Executive shall forfeit all rights, under Section 7(d)(ii) of this Agreement unless the Release is signed and becomes irrevocable within the time period specified by the Release for review and revocation. To the extent any amounts or benefits under Section 7(d)(ii), other than the Accrued Obligations, have been paid and the Release requirement of this Section 7(d)(ii)(F) is not met, then any such amounts or benefits previously paid shall be forfeited and Executive shall repay such forfeited amounts or benefits to the Company within thirty (30) days of following demand by the Company.

Good Reason or Without Cause On or Within Two Years Following a Change in Control. If the Executive’s employment is terminated by Executive for Good Reason, or by the Company without CauseCause (other than due to Executive’s death or Disability), provided each occurs on or within two (2) years following a Change in Control, then, subject to the Release requirement set forth in Section 7(d)(ii)(F) below and subject to Executive’s continued compliance with Section 9 below, the Company shall pay to the Executive a lump sum payment in cash equal to the aggregate of the following amounts under Section Sections 7(d)(ii) (A), (B), (C) and (CE) below on the thirtieth (30th) 30th day following the Date of Termination and provide the other benefits provided below: (A) The Accrued Obligations, which shall be paid without regard to whether the Executive signs the Release. (B) An amount equal to the product of 2.24 two and ninety-nine hundredths (2.99) times the sum of: (1) the Executive’s Base Salary on the day prior to the Date of Termination (or, if the Executive's ’s termination for Good Reason is based upon a reduction in Base Salary, then the Executive's ’s Base Salary in effect immediately prior to such reduction) and (2) the sum of the Executive’s Annual Incentive Award (as defined in Section 7(d)(i)(G) above) Awards paid for each of the three (3) calendar years preceding the calendar year that includes the Change in Control, divided by three (3) (subject to such adjustment as the Company deems appropriate if the Executive has worked less than three (3) calendar years and taking into account the partial year 2022). (C) The Pro Rata Annual Incentive Award, calculated as described in Section 7(d)(i)(C), except that performance shall be calculated at maximum instead of based on actual performance. (D) To the extent any previously awarded stock awards, such as stock options, stock appreciation rights, restricted stock, dividend equivalent rights, or any other form of stock compensation Stock Awards granted to Executive shall have not vested, such awards Stock Awards shall immediately become fully (100%) vested and exercisable and shall otherwise be paid in accordance with their terms. Performance-based Stock Awards shall become fully vested, and performance shall be determined based on the terms of the applicable grant agreement. (E) The Company shall provide An amount equal to the monthly cost of coverage under the Company’s Welfare Continuance Benefit but Plans for a period of twenty-seven (27) 36 months following the Date of Termination rather than eighteen (18) months, provided that Executive’s continued participation is possible under the general terms and provisions of the Welfare Plans. The Welfare Continuance Rules (as applied to a twenty-seven (27) month period) shall also applyTermination. (F) Notwithstanding any other provisions of this Agreement, no amounts or benefits, other than the Accrued Obligations, shall be payable to the Executive, and the Executive shall forfeit all rights, under Section 7(d)(ii) of this Agreement unless the Release is signed and becomes irrevocable within the time period specified by the Release for review and revocation. To the extent any amounts or benefits under Section 7(d)(ii), other than the Accrued Obligations, have been paid and the Release requirement of this Section 7(d)(ii)(F) is not met, then any such amounts or benefits previously paid shall be forfeited and the Executive shall repay such forfeited amounts or benefits to the Company within thirty (30) 30 days of following demand by the Company.

Good Reason or Without Cause On or Within Two Years Following a Change in Control. If Executive’s employment is terminated by Executive for Good Reason, or by the Company without Cause, provided each occurs on or within two (2) years following a Change in Control, then, subject to the Release requirement set forth in Section 7(d)(ii)(F) below, the Company shall pay to Executive a lump sum payment in cash equal to the aggregate of the following amounts under Section 7(d)(ii) (A), (B) and (C) below on the thirtieth (30th) day following the Date of Termination and provide the other benefits provided below: (A) The Accrued Obligations. (B) An amount equal to the product of 2.24 2.99 times the sum of: (1) Executive’s Base Salary on the day prior to the Date of Termination (or, if Executive's termination for Good Reason is based upon a reduction in Base Salary, then Executive's Base Salary in effect immediately prior to such reduction) and (2) the sum of Executive’s Annual Incentive Award (as defined in Section 7(d)(i)(G) above) paid for each of the three (3) calendar years preceding the calendar year that includes the Change in Control, divided by 3. (C) The Pro Rata Incentive Award. (D) To the extent any previously awarded stock awards, such as stock options, stock appreciation rights, restricted stock, dividend equivalent rights, or any other form of stock compensation granted to Executive shall have not vested, such awards shall immediately become fully (100%) vested and exercisable and shall otherwise be paid in accordance with their terms. (E) The Company shall provide the Welfare Continuance Benefit but for a period of twentythirty-seven six (2736) months following the Date of Termination rather than eighteen twenty-four (1824) months, provided that Executive’s continued participation is possible under the general terms and provisions of the Welfare Plans. The Welfare Continuance Rules (as applied to a twentythirty-seven six (2736) month period) shall also apply. (F) Notwithstanding any other provisions of this Agreement, no amounts or benefits, other than the Accrued Obligations, shall be payable to Executive, and Executive shall forfeit all rights, under Section 7(d)(ii) of this Agreement unless the Release is signed and becomes irrevocable within the time period specified by the Release for review and revocation. To the extent any amounts or benefits under Section 7(d)(ii), other than the Accrued Obligations, have been paid and the Release requirement of this Section 7(d)(ii)(F) is not met, then any such amounts or benefits previously paid shall be forfeited and Executive shall repay such forfeited amounts or benefits to the Company within thirty (30) days of demand by the Company.