Common use of Termination Without Cause or Resignation for Good Reason During Change in Control Period Clause in Contracts

Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event Employee’s employment with the Company is terminated by the Company without Cause (and other than as a result of Employee’s death or Disability) at any time during the Change in Control Period, or Employee resigns for Good Reason at any time during the Change in Control Period, in lieu of (and not additional to) the Severance Benefits described in Section 8.1, and provided that Employee satisfies the Release Requirement in Section 9 below and remains in compliance with the terms of this Agreement and the CIIAA, the Company shall instead provide Employee with the following “CIC Severance Benefits”. For the avoidance of doubt: (i) in no event will Employee be entitled to severance benefits under both Section 8.1 and this Section 8.2, and (ii) if the Company has commenced providing Severance Benefits to Employee under Section 8.1 prior to the date that Employee becomes eligible to receive CIC Severance Benefits under this Section 8.2, the Severance Benefits previously provided to Employee under Section 8.1 of this Agreement shall reduce the CIC Severance Benefits provided under this Section 8.2:

Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event EmployeeExecutive’s employment with the Company is terminated by the Company without Cause (and other than as a result of EmployeeExecutive’s death or Disabilitydisability) at any time during the Change in Control Period, Period or Employee Executive resigns for Good Reason at any time during the Change in Control Period, in lieu of (and not additional to) the Severance Benefits described in Section 8.18.2, and provided that Employee Executive satisfies the Release Requirement in Section 9 below and remains in compliance with the terms of this Agreement and the CIIAAAgreement, the Company shall instead provide Employee Executive with the following “CIC Severance Benefits”. For the avoidance of doubt: (iA) in no event will Employee Executive be entitled to severance benefits under both Section 8.1 8.2 and this Section 8.28.3, and (iiB) if the Company has commenced providing Severance Benefits to Employee Executive under Section 8.1 8.2 prior to the date that Employee Executive becomes eligible to receive CIC Severance Benefits under this Section 8.28.3, the Severance Benefits previously provided to Employee Executive under Section 8.1 8.2 of this Agreement shall reduce the CIC Severance Benefits provided under this Section 8.28.3:

Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event EmployeeExecutive’s employment with the Company is terminated by the Company without Cause (and other than as a result of EmployeeExecutive’s death or Disabilitydisability) at any time during the Change in Control Period, Period or Employee Executive resigns for Good Reason at any time during the Change in Control Period, in lieu of (and not additional to) the Severance Benefits described in Section 8.19.2, and provided that Employee Executive satisfies the Release Requirement in Section 9 10 below and remains in compliance with the terms of this Agreement and the CIIAAAgreement, the Company shall instead provide Employee Executive with the following “CIC Severance Benefits”. For the avoidance of doubt: (iA) in no event will Employee Executive be entitled to severance benefits under both Section 8.1 9.2 and this Section 8.29.3, and (iiB) if the Company has commenced providing Severance Benefits to Employee Executive under Section 8.1 9.2 prior to the date that Employee Executive becomes eligible to receive CIC Severance Benefits under this Section 8.29.3, the Severance Benefits previously provided to Employee Executive under Section 8.1 9.2 of this Agreement shall reduce the CIC Severance Benefits provided under this Section 8.29.3:

Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event Employee’s employment with the Company is terminated by the Company without Cause (and other than as a result of Employee’s death or Disabilitydisability) at any time during the Change in Control Period, or Employee resigns for Good Reason at any time during the Change in Control Period, in lieu of (and not additional to) the Severance Benefits described in Section 8.1, and provided that Employee satisfies the Release Requirement in Section 9 below and remains in compliance with the terms of this Agreement and the CIIAAProprietary Agreement, the Company shall instead provide Employee with the following “CIC Severance Benefits”. For the avoidance of doubt: (i) in no event will Employee be entitled to severance benefits under both Section 8.1 and this Section 8.2, and (ii) if the Company has commenced providing Severance Benefits to Employee under Section 8.1 prior to the date that Employee becomes eligible to receive CIC Severance Benefits under this Section 8.2, the Severance Benefits previously provided to Employee under Section 8.1 of this Agreement shall reduce the CIC Severance Benefits provided under this Section 8.2:

Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event Employee’s employment with the Company is terminated by the Company without Cause (and other than as a result of Employee’s death or Disability) at any time during the Change in Control Period, or Employee resigns for Good Reason at any time during the Change in Control Period, in lieu of (and not additional to) the Severance Benefits described in Section 8.1, and provided that Employee satisfies the Release Requirement in Section 9 below and remains in compliance with the terms of this Agreement and the CIIAAProprietary Agreement, the Company shall instead provide Employee with the following “CIC Severance Benefits”. For the avoidance of doubt: (i) in no event will Employee be entitled to severance benefits under both Section 8.1 and this Section 8.2, and (ii) if the Company has commenced providing Severance Benefits to Employee under Section 8.1 prior to the date that Employee becomes eligible to receive CIC Severance Benefits under this Section 8.2, the Severance Benefits previously provided to Employee under Section 8.1 of this Agreement shall reduce the CIC Severance Benefits provided under this Section 8.2:

Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event EmployeeExecutive’s employment with the Company is terminated by the Company without Cause (and other than as a result of EmployeeExecutive’s death or Disabilitydisability) at any time during the Change in Control Period, Period or Employee Executive resigns for Good Reason at any time during the Change in Control Period, in lieu of (and not additional to) the Severance Benefits described in Section 8.110.2, and provided that Employee Executive satisfies the Release Requirement in Section 9 11 below and remains in compliance with the terms of this Agreement and the CIIAAAgreement, the Company shall instead provide Employee Executive with the following “CIC Severance Benefits”. For the avoidance of doubt: (iA) in no event will Employee Executive be entitled to severance benefits under both Section 8.1 10.2 and this Section 8.210.3, and (iiB) if the Company has commenced providing Severance Benefits to Employee Executive under Section 8.1 10.2 prior to the date that Employee Executive becomes eligible to receive CIC Severance Benefits under this Section 8.210.3, the Severance Benefits previously provided to Employee Executive under Section 8.1 10.2 of this Agreement shall reduce the CIC Severance Benefits provided under this Section 8.210.3:

Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event EmployeeExecutive’s employment with the Company is terminated by the Company without Cause (and other than as a result of EmployeeExecutive’s death or Disabilitydisability) at any time during the Change in Control Period, or Employee Executive resigns for Good Reason at any time during 5. the Change in Control Period, in lieu of (and not additional to) the Severance Benefits described in Section 8.18.2, and provided that Employee Executive satisfies the Release Requirement in Section 9 below and remains in compliance with the terms of this Agreement and the CIIAAAgreement, the Company shall instead provide Employee Executive with the following “CIC Severance Benefits”. For the avoidance of doubt: (i) in no event will Employee Executive be entitled to severance benefits under both Section 8.1 8.2 and this Section 8.28.3, and (ii) if the Company has commenced providing Severance Benefits to Employee Executive under Section 8.1 8.2 prior to the date that Employee Executive becomes eligible to receive CIC Severance Benefits under this Section 8.28.3, the Severance Benefits previously provided to Employee Executive under Section 8.1 8.2 of this Agreement shall reduce the CIC Severance Benefits provided under this Section 8.28.3:

Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event Employee’s employment with the Company is terminated by the Company without Cause (and other than as a result of Employee’s death or Disabilitydisability) at any time during the Change in Control Period, Period or Employee resigns for Good Reason at any time during the Change in Control Period, in lieu of (and not additional to) the Severance Benefits described in Section 8.18.2, and provided that Employee satisfies the Release Requirement in Section 9 below and remains in compliance with the terms of this Agreement and the CIIAAAgreement, the Company shall 5. instead provide Employee with the following “CIC Severance Benefits”. For the avoidance of doubt: (i) in no event will Employee be entitled to severance benefits under both Section 8.1 8.2 and this Section 8.28.3, and (ii) if the Company has commenced providing Severance Benefits to Employee under Section 8.1 8.2 prior to the date that Employee becomes eligible to receive CIC Severance Benefits under this Section 8.28.3, the Severance Benefits previously provided to Employee under Section 8.1 8.2 of this Agreement shall reduce the CIC Severance Benefits provided under this Section 8.28.3:

Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event EmployeeExecutive’s employment with the Company is terminated by the Company without Cause (and other than as a result of EmployeeExecutive’s death or Disabilitydisability) at any time during the Change in Control Period, Period or Employee Executive resigns for Good Reason at any time during the Change in Control Period, in lieu of (and not additional to) the Severance Benefits described in Section 8.18.2, and provided that Employee such termination constitutes a Separation from Service and Executive satisfies the Release Requirement in Section 9 below and remains in compliance with the terms of this Agreement and the CIIAAAgreement, the Company shall instead provide Employee Executive with the following “CIC Severance Benefits”. For the avoidance of doubt: (iA) in no event will Employee Executive be entitled to severance benefits under both Section 8.1 8.2 and this Section 8.28.3, and (iiB) if the Company has commenced providing Severance Benefits to Employee Executive under Section 8.1 8.2 prior to the date that Employee Executive becomes eligible to receive CIC Severance Benefits under this Section 8.28.3, the Severance Benefits previously provided to Employee Executive under Section 8.1 8.2 of this Agreement shall reduce the CIC Severance Benefits provided under this Section 8.28.3: