Common use of Termination Without Cause or By Executive For Good Reason In Connection With Change in Control Clause in Contracts

Termination Without Cause or By Executive For Good Reason In Connection With Change in Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within three (3) months prior to or twelve (12) months following a Change in Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (A) The Company shall pay to Executive her fully earned but unpaid Base Salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination; (B) Subject to Executive’s continued compliance with Sections 3, 4 and 5, Executive shall be entitled to receive severance pay in an amount equal to Executive’s monthly Base Salary as in effect immediately prior to the date of termination for the twelve (12) month period following the date of termination, payable in a lump sum within fifteen (15) days following the effective date of Executive’s Release, but in no event later than two and one-half (2 1⁄2) months following the last day of the calendar year in which the date of Executive’s termination of employment occurs; (C) Subject to Executive’s continued compliance with Sections 3, 4 and 5, Executive shall be entitled to receive a lump sum cash payment equal to (1) twelve (12) multiplied by (2) the monthly premium Executive would be required to pay for continuation coverage pursuant to COBRA for Executive and her eligible dependents who were covered under the Company’s health plans as of the date of Executive’s termination such that Executive’s premiums are the same as for active employees (calculated by reference to the premium as of the date of termination) (provided that Executive shall be solely responsible for all matters relating to her continuation of coverage pursuant to COBRA, including, without limitation, her election of such coverage and her timely payment of premiums), which payment shall be paid within fifteen (15) days following the effective date of Executive’s Release, but in no event later than two and one-half (2 1⁄2) months following the last day of the calendar year in which the date of Executive’s termination of employment occurs; (D) Subject to Executive’s continued compliance with Sections 3, 4 and 5, Executive shall be entitled to receive a lump sum cash payment of $10,000 for executive-level outplacement services, payable within fifteen (15) days following the effective date of Executive’s Release, but in no event later than two and one-half (2 1⁄2) months following the last day of the calendar year in which the date of Executive’s termination of employment occurs (or, in the event the date of termination precedes the consummation of a Change in Control, such amounts shall be paid within fifteen (15) days following the date of the Change in Control, but in no event later than two and one-half (2 1⁄2) months following the consummation of the Change in Control); and (E) The payments and benefits provided for in this Section 1(a)(ii) shall only be payable in the event Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within three (3) months prior to or twelve (12) months following a Change in Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason more than twelve (12) months following a Change in Control or prior to a Change in Control and such Change in Control is not consummated within three (3) months following such termination, then Executive shall receive the payments and benefits described in Section 1(a)(i) and shall not be eligible to receive any of the payments and benefits described in this Section 1(a)(ii).

Termination Without Cause or By Executive For Good Reason In Connection With Change in Control. If Executive’s Separation from Service occurs by reason of the termination of Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within three (3) months prior to a Change in Control, or on or within twelve (12) months following a Change in Control, the severance benefits described in Section 1(a)(i)(B) above shall be paid as provided in subparagraph (A) or (B) below, as applicable, and Executive shall be entitled to receive, in lieu of any severance benefits subject to which Executive may otherwise be entitled under any severance plan or program of the CompanyExecutive’s compliance with Sections 3, 4 and 5, the benefits provided below:additional benefit under subparagraph (C): (A) The Subject to Executive’s continued compliance with Sections 3, 4 and 5, if Executive’s Separation from Service occurs by reason of the termination of Executive’s employment by the Company without Cause or by Executive for Good Reason within three (3) months prior to a Change in Control, any monthly installment payments of the severance benefit described in Section 1(a)(i)(B) remaining unpaid shall pay be paid to Executive her fully earned but unpaid Base Salary, when due, through in a lump sum payment on a date determined by the Company within fifteen (15) days following the date of termination at the rate then such Change in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of terminationControl; (B) Subject to Executive’s continued compliance with Sections 3, 4 and 5, Executive shall be entitled to receive severance pay in an amount equal to if Executive’s monthly Base Salary as in effect immediately prior to Separation from Service occurs by reason of the date termination of termination Executive’s employment by the Company without Cause or by Executive for the Good Reason on or within twelve (12) month period months following a Change in Control, the date of termination, payable severance benefit described in Section l(a)(i)(B) shall be paid to Executive in a lump sum within fifteen payment on the sixtieth (1560th) days day following the effective date of Executive’s Release, but in no event later than two and one-half (2 1⁄2) months following the last day of the calendar year in which the date of Executive’s termination of employment occurs;Separation from Service; and (C) Subject to Executive’s continued compliance with Sections 3, 4 and 5, Executive shall be entitled to receive a lump sum cash payment equal to (1) twelve (12) multiplied by (2) the monthly premium Executive would be required to pay for continuation coverage pursuant to COBRA for Executive and her eligible dependents who were covered under the Company’s health plans as of the date of Executive’s termination such that Executive’s premiums are the same as for active employees (calculated by reference to the premium as of the date of termination) (provided that Executive shall be solely responsible for all matters relating to her continuation of coverage pursuant to COBRA, including, without limitation, her election of such coverage and her timely payment of premiums), which payment shall be paid within fifteen (15) days following the effective date of Executive’s Release, but in no event later than two and one-half (2 1⁄2) months following the last day of the calendar year in which the date of Executive’s termination of employment occurs; (D) Subject to Executive’s continued compliance with Sections 3, 4 and 5, Executive shall be entitled to receive a lump sum cash payment of $10,000 for executive-level outplacement services, payable within fifteen on the later of (151) days the sixtieth (60th) day following the effective date of Executive’s Release, but in no event later than two and one-half (2 1⁄2) months following the last day of the calendar year in which the date of Executive’s termination of employment occurs Separation from Service, or (or, in 2) on a date determined by the event the date of termination precedes the consummation of a Change in Control, such amounts shall be paid Company within fifteen (15) days following the date of the such Change in Control, but in no event later than two and one-half (2 1⁄2) months following the consummation of the Change in Control); and (E) The payments and benefits provided for in this Section 1(a)(ii) shall only be payable in the event Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within three (3) months prior to or twelve (12) months following a Change in Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason more than twelve (12) months following a Change in Control or prior to a Change in Control and such Change in Control is not consummated within three (3) months following such termination, then Executive shall receive the payments and benefits described in Section 1(a)(i) and shall not be eligible to receive any of the payments and benefits described in this Section 1(a)(ii).

Termination Without Cause or By Executive For Good Reason In Connection With Change in Control. If Executive’s Separation from Service occurs by reason of the termination of Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within three (3) months prior to a Change in Control, or on or within twelve (12) months following a Change in Control, Executive shall be entitled to receive, subject to Executive’s compliance with Sections 3, 4 and 5 and in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (A) The Subject to Executive’s continued compliance with Sections 3, 4 and 5, if Executive’s Separation from Service occurs by reason of the termination of Executive’s employment by the Company without Cause or by Executive for Good Reason within three (3) months prior to a Change in Control, Executive shall pay be entitled to Executive her fully earned but unpaid receive a total severance benefit in cash in an amount equal to: (1) nine (9), multiplied by (2) Executive’s monthly Base Salary, when due, through Salary as in effect immediately prior to the date of termination at the rate then Separation from Service. Such severance benefit shall be paid to Executive in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of a lump sum payment on a date determined by the Company at within fifteen (15) days following the time date of terminationsuch Change in Control; (B) Subject to Executive’s continued compliance with Sections 3, 4 and 5, if Executive’s Separation from Service occurs by reason of the termination of Executive’s employment by the Company without Cause or by Executive for Good Reason on or within twelve (12) months following a Change in Control, Executive shall be entitled to receive a total severance pay benefit in cash in an amount equal to to: (1) nine (9), multiplied by (2) Executive’s monthly Base Salary as in effect immediately prior to the date of termination for the twelve (12) month period following the date of termination, payable Separation from Service. Such severance benefit shall be paid to Executive in a lump sum within fifteen payment on the sixtieth (1560th) days day following the effective date of Executive’s Release, but in no event later than two and one-half (2 1⁄2) months following the last day of the calendar year in which the date of Executive’s termination of employment occursSeparation from Service; (C) Subject to Executive’s continued compliance with Sections 3, 4 and 5, Executive shall be entitled to receive Executive’s target annual bonus under such bonus plan or plans in effect at the time of Executive’s Separation from Service, prorated to reflect nine (9) months of service, without regard to the number of months Executive was employed in the year of Separation from Service. Such severance benefit shall be paid to Executive in a lump sum cash payment on the sixtieth (60th) day following the date of Executive’s Separation from Service; (D) Subject to Executive’s continued compliance with Sections 3,4 and 5, Executive shall be entitled to receive a payment equal to to: (1x) twelve nine (12) 9), multiplied by (2y) the monthly premium Executive would be have been required to pay for continuation coverage pursuant to COBRA for Executive and her eligible dependents who were covered under the Company’s health plans as of the date of Executive’s termination such that Executive’s premiums are the same as for active employees Separation from Service (calculated by reference to the premium as of the date of termination) (provided that Executive shall be solely responsible for all matters relating to her continuation of coverage pursuant to COBRA, including, without limitation, her election of such coverage and her timely payment of premiums), which payment . Such severance benefit shall be paid within fifteen to Executive in a lump sum payment on the sixtieth (1560th) days day following the effective date of Executive’s Release, but in no event later than two and one-half (2 1⁄2) months following the last day of the calendar year in which the date of Executive’s termination Separation from Service. For the avoidance of employment occurs;doubt, the Company shall not be required to pay any tax gross-up payment with respect to such lump sum cash payment; and (DE) Subject to Executive’s continued compliance with Sections 3, 4 and 5, Executive shall be entitled to receive a lump sum cash payment of $10,000 for executive-level outplacement services, payable within fifteen on the later of (151) days the sixtieth (60th) day following the effective date of Executive’s Release, but in no event later than two and one-half (2 1⁄2) months following the last day of the calendar year in which the date of Executive’s termination of employment occurs Separation from Service, or (or, in 2) on a date determined by the event the date of termination precedes the consummation of a Change in Control, such amounts shall be paid Company within fifteen (15) days following the date of the Change in Control, but in no event later than two and one-half (2 1⁄2) months following the consummation of the Change in Control); and (E) The payments and benefits provided for in this Section 1(a)(ii) shall only be payable in the event Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within three (3) months prior to or twelve (12) months following a such Change in Control. If Executive’s employment is terminated by For the avoidance of doubt, the Company without Cause or by Executive for Good Reason more than twelve (12) months following a Change in Control or prior to a Change in Control and such Change in Control is not consummated within three (3) months following such termination, then Executive shall receive the payments and benefits described in Section 1(a)(i) and shall not be eligible required to receive pay any of the payments tax gross-up payment with respect to such lump sum cash payment.” 2. The Agreement, as amended herein, shall remain in full force and benefits described in this Section 1(a)(ii)effect.