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

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If the Company terminates Executive’s employment with the Company without Cause (excluding death or Disability) or if Executive resigns from his or her employment for Good Reason, and, in each case, such termination date occurs during the Change in Control Period, then Executive will receive the Accrued Benefits and, subject to Sections 5 through 7, below, Executive will be eligible to receive the following:

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If at the same time of, or during the twelve (12)-month period immediately following a Change in Control, (x) the Company terminates Executive’s employment with the Company without Cause for a reason other than for Cause, Executive becoming Disabled or Executive’s death, or (excluding death or Disabilityy) or if Executive resigns from his or her employment for Good Reason, andthen, in each casesubject to Section 8, such termination date occurs during the Change in Control Period, then Executive will receive the Accrued Benefits and, subject to Sections 5 through 7, below, Executive will be eligible to receive following severance benefits from the followingCompany in lieu of the benefits described in Section 7(a) above:

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If the Company terminates Executive’s employment with the Company without Cause (excluding death or Disability) or if Executive resigns from his or her such employment for Good Reason, and, in each case, such termination date occurs during the Change in Control Period, then subject to Section 4, Executive will receive the Accrued Benefits and, subject to Sections 5 through 7, below, Executive will be eligible to receive the following:

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If the Company terminates Executive’s employment with the Company without Cause (excluding death or Disability) or if Executive resigns from his or her such employment for Good Reason, and, in each case, and such termination date occurs during within the period commencing with, and ending twelve (12) months following, a Change in Control PeriodControl, then then, subject to Section 4, Executive will receive the Accrued Benefits and, subject following (in addition to the consideration set forth in Sections 5 through 7, below, Executive will be eligible to receive the following:3(a)(i) and (ii) above):

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If during the one (1)-month period immediately prior to (and in connection with) a Change in Control or during the twelve (12)-month period immediately following a Change in Control (x) the Company terminates Executive’s employment with the Company without for a reason other than Cause or Executive becoming Disabled or Executive’s death, or (excluding death or Disabilityy) or if Executive resigns from his or her such employment for Good Reason, and, in each case, such termination date occurs during the Change in Control Period, then Executive will receive the Accrued Benefits andthen, subject to Sections 5 through 7, belowSection 4, Executive will be eligible entitled to receive the followingfollowing in lieu of the benefits described in Section 3(a) above:

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If during the twenty-four (24)-month period immediately following a Change in Control, (x) the Company terminates Executive’s employment with the Company without Cause for a reason other than Cause, Executive becoming Disabled or Executive’s death, or (excluding death or Disabilityy) or if Executive resigns from his or her such employment for Good Reason, andthen, in each casesubject to Section 4, such termination date occurs during the Change in Control Period, then Executive will receive the Accrued Benefits and, subject to Sections 5 through 7, below, Executive will be eligible to receive following severance benefits from the followingCompany in lieu of the benefits described in Section 3(a) above:

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If during the twelve (12)-month period immediately following a Change in Control, (x) the Company terminates Executive’s employment with the Company without Cause for a reason other than for Cause, Executive becoming Disabled or Executive’s death, or (excluding death or Disabilityy) or if Executive resigns from his or her such employment for Good Reason, andthen, in each casesubject to Section 7, such termination date occurs during the Change in Control Period, then Executive will receive the Accrued Benefits and, subject to Sections 5 through 7, below, Executive will be eligible to receive following severance benefits from the followingCompany in lieu of the benefits described in Section 6(a) above:

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If the Company terminates Executive’s employment with the Company without Cause (excluding death or Disability) or if Executive resigns from his or her such employment for Good Reason, and, in each case, such termination date occurs during the Change in Control Period, then subject to Section 5, Executive will receive the Accrued Benefits and, subject to Sections 5 through 7, below, Executive will be eligible to receive the following:

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If the Company terminates Executive’s employment with is terminated by the Company without Cause (excluding death or Disability) or if Executive resigns from his or her employment for Good Reason, and, Reason in each case, such termination date occurs during the Connection with a Change in Control PeriodControl, then then, subject to Section 10 and the requirement to delay certain payments in Section 26, and in addition to the amounts provided in Section 8, Executive will receive the Accrued Benefits and, subject to Sections 5 through 7, below, Executive will be eligible to receive following severance benefits from the followingCompany:

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If during the twelve (12)-month period immediately following a Change in Control, (x) the Company terminates Executive’s employment with the Company without Cause for a reason other than Cause, Executive becoming Disabled or Executive’s death, or (excluding death or Disabilityy) or if Executive resigns from his or her such employment for Good Reason, andthen, in each casesubject to Section 7, such termination date occurs during the Change in Control Period, then Executive will receive the Accrued Benefits and, subject to Sections 5 through 7, below, Executive will be eligible to receive following severance benefits from the followingCompany in lieu of the severance benefits described in Section 6(a) above:

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If If, upon or during the twelve (12)-month period immediately following a Change in Control, (x) the Company terminates Executive’s employment with the Company without Cause for a reason other than for Cause, Executive becoming Disabled or Executive’s death, or (excluding death or Disabilityy) or if Executive resigns from his or her employment for Good Reason, andthen, subject to the conditions set forth in each caseSection 8 of this Agreement, such termination date occurs during the Change in Control Period, then Executive will receive the Accrued Benefits and, subject to Sections 5 through 7, below, Executive will be eligible to receive following severance benefits from the followingCompany in lieu of the benefits described in Section 7(a) above:

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If the Company terminates Executive’s employment with is terminated by the Company without Cause (excluding death or Disability) in connection with a Change in Control or if Executive resigns from his or her employment for Good Reason, and, Reason in each case, such termination date occurs during the Connection with a Change in Control PeriodControl, then then, subject to Section 10 and the requirement to delay certain payments in Section 26, and in addition to the amounts provided in Section 8, Executive will receive the Accrued Benefits and, subject to Sections 5 through 7, below, Executive will be eligible to receive following severance benefits from the followingCompany:

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If the Company terminates Executive’s employment with the Company without Cause (excluding death or Disability) or if Executive resigns from his or her such employment for Good Reason, and, in each case, and such termination date occurs during within the period commencing with, and ending twelve (12) months following, a Change in Control PeriodControl, then then, subject to Section 4, Executive will receive the Accrued Benefits and, subject following (in addition to the consideration set forth in Sections 5 through 7, below, Executive will be eligible to receive the following:3(a)(i) and (ii) above): (i)

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If during the Change in Control Protection Period, (x) the Company terminates Executive’s employment with the Company without Cause for a reason other than (excluding i) Cause, (ii) Executive becoming Disabled or (iii) Executive’s death , or Disability(y) or if Executive resigns from his or her such employment for Good Reason, andthen, in each casesubject to Section 8 (other than with respect to the Accrued Benefits), such termination date occurs during the Change in Control Period, then Executive will receive the Accrued Benefits and, subject to Sections 5 through 7, below, Executive will be eligible to receive following severance benefits from the followingCompany in lieu of the benefits described in Section 7(a) above:

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If the Company terminates Executive’s employment with the Company without Cause (excluding death or Disability) or if Executive resigns from his or her employment for Good Reason, and, in each case, such termination date occurs during the Change in Control Period, then subject to Section 4, Executive will receive the Accrued Benefits and, subject to Sections 5 through 7, below, Executive will be eligible to receive the following:

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If during the Change in Control Protection Period, (x) the Company terminates Executive’s employment with the Company without Cause Cause, or (excluding death or Disabilityy) or if Executive resigns from his or her such employment for Good Reason, andthen, in each casesubject to Section 7 (other than with respect to the Accrued Benefits), such termination date occurs during the Change in Control Period, then Executive will receive the Accrued Benefits and, subject to Sections 5 through 7, below, Executive will be eligible to receive following severance benefits from the followingCompany in lieu of the benefits described in Section 6(a) above: