Common use of Termination in the Context of a Change of Control Clause in Contracts

Termination in the Context of a Change of Control. Notwithstanding anything in Section 10(a) or 10(b) herein to the contrary, in the event of Executive’s termination of employment with the Company either (i) by the Company without Cause at any time within twelve (12) months prior to the consummation of a Change of Control if, prior to, or as of such termination, a Change of Control transaction was Pending (as defined in Section 10(d) below) at any time during such twelve (12)-month period, (ii) by Executive for Good Reason at any time within twelve (12) months after the consummation of a Change of Control, or (iii) by the Company without Cause at any time upon or within twelve (12) months after the consummation of a Change of Control, then, Executive shall be entitled to the following payments and other benefits:

Termination in the Context of a Change of Control. Notwithstanding anything in Section 10(a9(a) or 10(b9(b) herein to the contrary, in the event of Executive’s termination of employment engagement with the Company either (i) by the Company without Cause or Executive for Good Reason at any time within twelve six (126) months prior to the consummation of a Change of Control if, prior to, to or as of such termination, a Change of Control transaction was Pending (as defined in Section 10(d9(d) below) at any time during such twelve six (12)-month 6)-month period, (ii) by Executive for Good Reason at any time within twelve (12) months after the consummation of a Change of Control, or (iii) by the Company without Cause at any time upon or within twelve (12) months after the consummation of a Change of Control, then, Executive shall be entitled to the following payments and other benefits:

Termination in the Context of a Change of Control. Notwithstanding anything in Section 10(a9(a) or 10(b9(b) herein to the contrary, in the event of Executive’s termination of employment engagement with the Company after six (6) months of continuous employment either (i) by the Company without Cause at any time within twelve six (126) months prior to the consummation of a Change of Control if, prior to, to or as of such termination, a Change of Control transaction was Pending (as defined in Section 10(d9(d) below) at any time during such twelve six (12)-month 6)-month period, (ii) by Executive for Good Reason at any time within twelve (12) months after the consummation of a Change of Control, or (iii) by the Company without Cause at any time upon or within twelve (12) months after the consummation of a Change of Control, then, Executive shall be entitled to the following payments and other benefits:

Termination in the Context of a Change of Control. Notwithstanding anything in Section 10(a8(a) or 10(bSection 8(b) herein to the contrary, in the event of Executive’s termination of employment with the Company either (i) by the Company without Cause or Executive for Good Reason at any time within twelve six (126) months prior to the consummation of a Change of Control if, prior to, to or as of such termination, a Change of Control transaction was Pending (as defined in Section 10(d8(d) below) at any time during such twelve six (12)-month 6)-month period, (ii) by Executive for Good Reason at any time within twelve (12) months after the consummation of a Change of Control, or (iii) by the Company without Cause at any time upon or within twelve (12) months after the consummation of a Change of Control, then, Executive shall be entitled to the following payments and other benefits:

Termination in the Context of a Change of Control. Notwithstanding anything in Section 10(a) or 10(b) herein to the contrary, in the event of Executive’s termination of employment engagement with the Company after six (6) months of continuous employment either (i) by the Company without Cause or Executive for Good Reason at any time within twelve six (126) months prior to the consummation of a Change of Control if, prior to, to or as of such termination, a Change of Control transaction was Pending (as defined in Section 10(d9(d) below) at any time during such twelve six (12)-month 6)-month period, (ii) by Executive for Good Reason at any time within twelve (12) months after the consummation of a Change of Control, or (iii) by the Company without Cause at any time upon or within twelve (12) months after the consummation of a Change of Control, then, Executive shall be entitled to the following payments and other benefits:

Termination in the Context of a Change of Control. Notwithstanding anything in Section 10(a) or 10(b) herein to the contrary, in the event of Executive’s termination of employment engagement with the Company after six (6) months of continuous employment either (i) by the Company without Cause at any time within twelve six (126) months prior to the consummation of a Change of Control if, prior to, to or as of such termination, a Change of Control transaction was Pending (as defined in Section 10(d) below) at any time during such twelve six (12)-month 6)-month period, (ii) by Executive for Good Reason at any time within twelve (12) months after the consummation of a Change of Control, or (iii) by the Company without Cause at any time upon or within twelve (12) months after the consummation of a Change of Control, then, Executive shall be entitled to the following payments and other benefits:

Termination in the Context of a Change of Control. Notwithstanding anything in Section 10(a) or 10(b) herein to the contrary, in the event of Executive’s termination of employment with the Company either (i) by the Company without Cause or Executive for Good Reason at any time within twelve six (126) months prior to the consummation of a Change of Control if, prior to, to or as of such termination, a Change of Control transaction was Pending (as defined in Section 10(d) below) at any time during such twelve six (12)-month 6)-month period, (ii) by Executive for Good Reason at any time within twelve (12) months after the consummation of a Change of Control, or (iii) by the Company without Cause at any time upon or within twelve (12) months after the consummation of a Change of Control, then, Executive shall be entitled to the following payments and other benefits:

Termination in the Context of a Change of Control. Notwithstanding anything in Section 10(a9(a) or 10(b9(b) herein to the contrary, in the event of Executive’s termination of employment with the Company either (i) by the Company without Cause at any time within twelve (12) months prior to the consummation of a Change of Control if, prior to, or as of such termination, a Change of Control transaction was Pending (as defined in Section 10(d9(d) below) at any time during such twelve (12)-month period, (ii) by Executive for Good Reason at any time within twelve (12) months after the consummation of a Change of Control, or (iii) by the Company without Cause at any time upon or within twelve (12) months after the consummation of a Change of Control, then, Executive shall be entitled to the following payments and other benefits:

Termination in the Context of a Change of Control. Notwithstanding anything in Section 10(a8(a) or 10(b8(b) herein to the contrary, in the event of Executive’s termination of employment engagement with the Company either (i) by the Company without Cause at any time within twelve six (126) months prior to the consummation of a Change of Control if, prior to, to or as of such termination, a Change of Control transaction was Pending (as defined in Section 10(d8(d) below) at any time during such twelve six (12)-month 6)-month period, (ii) by Executive for Good Reason at any time within twelve (12) months after the consummation of a Change of Control, or (iii) by the Company without Cause at any time upon or within twelve (12) months after the consummation of a Change of Control, then, Executive shall be entitled to the following payments and other benefits:

Termination in the Context of a Change of Control. Notwithstanding anything in Section 10(a9(a) or 10(b9(b) herein to the contrary, in the event of Executive’s termination of employment engagement with the Company either (i) by the Company without Cause at any time within twelve six (126) months prior to the consummation of a Change of Control if, prior to, to or as of such termination, a Change of Control transaction was Pending (as defined in Section 10(d9(d) below) at any time during such twelve six (12)-month 6)-month period, (ii) by Executive for Good Reason at any time within twelve (12) months after the consummation of a Change of Control, or (iii) by the Company without Cause at any time upon or within twelve (12) months after the consummation of a Change of Control, then, Executive shall be entitled to the following payments and other benefits:

Termination in the Context of a Change of Control. Notwithstanding anything in Section 10(a11(a) or 10(b11(b) herein to the contrary, in the event of Executive’s termination of employment with the Company either (i) by the Company without Cause at any time within twelve (12) months prior to the consummation of a Change of Control if, prior to, or as of such termination, a Change of Control transaction was Pending (as defined in Section 10(d11(d) below) at any time during such twelve (12)-month period, (ii) by Executive for Good Reason at any time within twelve (12) months after the consummation of a Change of Control, or (iii) by the Company without Cause at any time upon or within twelve (12) months after the consummation of a Change of Control, then, Executive shall be entitled to the following payments and other benefits: