Common use of Change in Control Termination Clause in Contracts

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, or without Cause (other than on account of the Executive’s death or Disability), in each case within twenty-four (24) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive’s compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement, and his execution of a Release which becomes effective within thirty (30) days following the Termination Date, the Executive shall be entitled to receive the following:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, Section 1.2 or without Cause (other than on account of the Executive’s death or Disability), in each case within twenty-twenty four (24) months following a Change in Control, then so long as Executive does not violate any term(s) of Section 5 or 6 of this Agreement and Executive executes and does not revoke a general release and waiver in the form attached hereto as Schedule A, Executive shall be entitled to receive the Accrued Amounts and, subject to following (the Executive’s compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement, and his execution of a Release which becomes effective within thirty (30) days following the Termination Date, the Executive shall be entitled to receive the following:“Change in Control Severance Benefits”):

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, or without Cause (other than on account of the Executive’s death or Disability), in each case within twenty-four twelve (2412) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive’s compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement, Agreement and his execution of a Release which becomes effective within thirty (30) 30 days following the Termination Date, the Executive shall be entitled to receive the following:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, or without Cause (other than on account of the Executive’s death or Disability), in each case within twenty-four (24) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive’s compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement, Agreement and his the Executive’s execution of a Release which becomes effective within thirty (30) 60 days following the Termination Date, the Executive shall be entitled to receive the following:following (in lieu of any payments or benefits under Section 5.2 above):

Change in Control Termination. (a) Notwithstanding any other provision contained herein, in the event of a change in control, if the Executive’s 's employment hereunder is terminated by the Executive for Good Reason Reason, or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, or without Cause (other than on account of the Executive’s 's death or Disability), in each case within twenty-four twelve (2412) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive’s compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement, and his execution of a Release which becomes effective within thirty (30) days following the Termination Dateas described in Section 5.2 of this Agreement, the Executive shall be entitled to receive the following:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive’s 's employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, or without Cause (other than on account of the Executive’s 's death or Disability), in each case within twenty-four six (246) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive’s 's compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement, Agreement and his execution of a Release which becomes effective within thirty (30) 30 days following the Termination Date, the Executive shall be entitled to receive the following:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Amended Agreement in accordance with Sections Section 1 and 5, or without Cause (other than on account of the Executive’s death or Disability), in each case and such termination occurs within twenty-four (24) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive’s compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement, Amended Agreement and his execution of a Release which becomes effective within thirty (30) 28 days following the Termination Date, the Executive shall be entitled to receive all of the followingbenefits set forth in Section 5.2, subject to the following modifications:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive’s 's employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections Section 1 and 5, or without Cause (other than on account of the Executive’s 's death or Disability), in each case within twenty-four twelve (2412) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive’s 's compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement, Agreement and his the Executive's execution of a Release which becomes effective within thirty seven (307) days following the Termination Date, the Executive shall be entitled to receive the following:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, or Parent without Cause (other than on account of the Executive’s death or Disability), in each case after announcement of a proposed Change in Control or within twenty-four eighteen (2418) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, Obligations and subject to the Executive’s compliance with Section 6, Section 7, Section 8 6 and Section 9 7 of this Agreement, Agreement and his Executive’s execution of a Release which becomes effective within thirty (30) 60 days following the Termination Date, the Executive shall be entitled to receive the following:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, or without Cause (other than on account of the Executive’s death or Disability), in each case within twenty-four twelve (2412) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive’s compliance with Section 6, Section 7, Section 8 and Section 9 7 of this Agreement, Agreement and his execution of a Release which becomes effective within thirty (30) days following the Termination DateRelease, the Executive shall be entitled to receive the following:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive’s 's employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, or without Cause (other than on account of the Executive’s 's death or Disability), in each case within twenty-four twelve (2412) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive’s 's compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement, Agreement and his execution of a Release which becomes effective within thirty twenty-one (3021) days following the Termination Date, the Executive shall be entitled to receive the following:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections Section 1 and 5, or without Cause (other than on account of the Executive’s death or Disability), in each case within twenty-four (24) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive’s compliance with Section Sections 5, 6, Section 7, Section 7 and 8 and Section 9 of this Agreement, Agreement and his the Executive’s execution of a Release which becomes effective within thirty (30) twenty-one days following the Termination Date, the Executive shall be entitled to receive the following:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections Section 1 and 5, or without Cause (other than on account of the Executive’s death or Disability), in each case within twenty-four twelve (2412) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive’s compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement, Agreement and his the Executive’s execution of a Release which becomes effective within thirty (30) 21 days following the Termination Date, the Executive shall be entitled to receive the following:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Amended Agreement in accordance with Sections Section 1 and 5, or without Cause (other than on account of the Executive’s death or Disability), in each case and such termination occurs within twenty-four (24) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive’s compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement, Amended Agreement and his her execution of a Release which becomes effective within thirty (30) 28 days following the Termination Date, the Executive shall be entitled to receive all of the followingbenefits set forth in Section 5.2, subject to the following modifications:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, or without Cause (other than on account of the Executive’s death or Disabilityas provided in Section 3.5 below), in each case within twenty-four (24) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts andAmounts, subject to as well as the Executive’s compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement, and his execution of a Release which becomes effective within thirty following (30) days following the Termination Date, the Executive shall be entitled to receive the following:“CIC Severance Benefits”):

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive’s 's employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, or without Cause (other than on account of the Executive’s 's death or Disability), in each case ) within twenty-four six (246) 7 months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts andreceive, subject to the Executive’s 's compliance with Section 6, Section 7, Section 8 and Section Sections 6 through 9 of this Agreement, Agreement and his execution of a the Release which becomes effective within thirty (30) days following the Termination Dateand reaffirmations referred to in Section 5.2, the Executive shall be entitled to receive the following:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive’s 's employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, or without Cause (other than on account of the Executive’s 's death or Disability), in each case within twenty-four twelve (2412) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive’s 's compliance with Section 6, Section 7, 7 and Section 8 and Section 9 of this Agreement, Agreement and his her execution of a Release which becomes effective within thirty (30) 30 days following the Termination Date, the Executive shall be entitled to receive the following:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive’s 's employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, or without Cause (other than on account of the Executive’s 's death or Disability), in each case within twenty-four (24) twelve months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive’s 's continuing compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement, Agreement and his her execution of a Release in the form attached hereto as Exhibit 1 which becomes effective within thirty (30) days following the Termination Date, the Executive shall be entitled to receive the followingfollowing beginning on or before the forty fifth (45th) day following the Termination Date, or such later time as required by Section 21, hereof:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive’s employment hereunder (i) is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, or without Cause (other than on account of the Executive’s death or Disability), and (ii) is terminated, in each case case, within twenty-four eighteen (2418) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive’s compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement, Agreement and his the Executive’s execution of a Release which becomes effective within thirty Fourteen (3014) days following the Termination DateDate (as defined in Section 5.5), the Executive shall be entitled to receive the following:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, or without Cause (other than on account of the Executive’s death or Disability), in each case within twenty-four (24) 90 days prior to or within 12 months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts andObligations and any earned but unpaid Annual Bonus for the year immediately preceding the year in which the Executive’s employment terminates, and subject to the Executive’s compliance with Section 6, Section 7, Section 8 8, Section 9 and Section 9 of this Agreement, 10 and his her execution of a Release which becomes and such Release becoming effective and irrevocable within thirty (30) 60 days following the Termination Date, the Executive shall will be entitled to receive the followingreceive:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, or without Cause (other than on account of the Executive’s death or Disability), in each case within twenty-four twelve (2412) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive’s compliance with Section 6, Section 7, Section 8 8, Section 9 and Section 9 10 of this Agreement, Agreement and his execution of a Release which becomes effective within thirty forty-five (3045) days following the Termination Date, the Executive shall be entitled to receive the following:

Change in Control Termination. (a) a. Notwithstanding any other provision contained hereinof this Section 5, if the Executive’s 's employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, or without Cause (other than on account of the Executive’s 's death or Disability), in each case in connection with a Change of Control or within twenty-four twelve (2412) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive’s 's compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement, Agreement and the Employee Confidentiality Agreement (as defined below) and his execution and non-revocation of a Release which becomes effective within thirty (30) 30 days following the Termination Date, the Executive shall be entitled to receive the following:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive’s 's employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, or without Cause (other than on account of the Executive’s 's death or Disability), in each case within twenty-four twelve (2412) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive’s 's compliance with Section 6, Section 7, Section 8 and Section 9 6 of this Agreement, Agreement and his execution of a Release which becomes effective within thirty (30) days following the Termination DateRelease, the Executive shall be entitled to receive the following:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections Section 1 and 5, or without Cause (other than on account of the Executive’s death or Disability), in each case within twenty-four twelve (2412) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts (paid in accordance with Section 4.1(a) hereof) and, subject to the Executive’s compliance with Section 6, Section 7, and Section 8 and Section 9 of this Agreement, Agreement and his the Executive’s execution of a Release which becomes effective within thirty (30) days following the Termination DateRelease Execution Period, the Executive shall be entitled to receive the following:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive’s 's employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, or without Cause (other than on account of the Executive’s 's death or Disability), in each case within twenty-four twelve (2412) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive’s 's compliance with Section 6, Section 7, 7 and Section 8 and Section 9 of this Agreement, Agreement and his execution of a Release which becomes effective within thirty (30) 30 days following the Termination Date, the Executive shall be entitled to receive the following:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, or without Cause (other than on account of the Executive’s death or Disability), in each case within twenty-four (24) 90 days prior to or within 12 months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts andObligations and any earned but unpaid Annual Bonus for the year immediately preceding the year in which the Executive’s employment terminates, and subject to the Executive’s compliance with Section 6, Section 7, Section 8 8, Section 9 and Section 9 of this Agreement, 10 and his execution of a Release which becomes and such Release becoming effective and irrevocable within thirty (30) 60 days following the Termination Date, the Executive shall will be entitled to receive the followingreceive:

Change in Control Termination. (a) Notwithstanding i)Notwithstanding any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, or without Cause (other than on account of the Executive’s 's death or Disability), in each case within twenty-four (24) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive’s compliance with Section 6, Section 7, Section Sections 5 through 8 and Section 9 of this Agreement, Agreement and his the Executive’s execution of a Release which becomes an effective within thirty (30) days following the Termination Daterelease, the Executive shall be entitled to receive the following:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, or without Cause (other than on account of the Executive’s death or Disability), in each case within twenty-four (24) 90 days prior to or within 12 months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts andObligations and any earned but unpaid Annual Bonus for the year immediately preceding the year in which the Executive’s employment terminates, and subject to the Executive’s compliance with Section 6, Section 7, Section 8 8, Section 9 and Section 9 of this Agreement, 10 and his execution of a Release which becomes effective within thirty (30) days following the Termination Dateand such Release becoming effective, the Executive shall will be entitled to receive the followingreceive:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, or without Cause (other than on account of the Executive’s death or Disability), in each case within twenty-four twelve (2412) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive’s compliance with Section 6, Section 7, Section 8 and Section 9 6 of this Agreement, Agreement and his his/her execution of a Release which becomes effective within thirty (30) days following the Termination DateRelease, the Executive shall be entitled to receive the following:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, or without Cause (other than on account of the Executive’s death or Disability), in each case within twenty-four twelve (2412) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive’s compliance with Section 5, Section 6, Section 7, 7 and Section 8 and Section 9 of this Agreement, Agreement and his execution of a Release which becomes effective within thirty (30) 30 days following the Termination Date, the Executive shall be entitled to receive the following:

Change in Control Termination. (a) i. Notwithstanding any other provision contained herein, if the Executive’s 's employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, or without Cause (other than on account of the Executive’s 's death or Disability), in each case within twenty-four twelve (2412) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive’s 's compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement, Agreement and his the Executive's execution of a Release which becomes effective within thirty (30) 55 days following the Termination Date, the Executive shall be entitled to receive the following:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, or without Cause (other than on account of the Executive’s death or Disability), in each case case, within twenty-four twelve (2412) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive’s compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement, Agreement and his execution of a Release which becomes effective within thirty (30) days following the Termination Date, the Executive shall be entitled to receive the following:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive’s 's employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, or without Cause (other than on account of the Executive’s 's death or Disability), in each case within twenty-four twelve (2412) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive’s 's compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement, Agreement and his the Executive's execution of a Release which becomes effective within thirty (30) days following the Termination Date, the Executive shall be entitled to receive the following:within

Change in Control Termination. (a) Notwithstanding i)Notwithstanding any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, or without Cause (other than on account of the Executive’s death or Disability), in each case within twenty-four (24) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive’s compliance with Section 6, Section 7, Section 8 and Section Sections 5 through 9 of this Agreement, Agreement and his the Executive’s execution of a Release which becomes an effective within thirty (30) days following the Termination Daterelease, as set forth in Section 4(e), the Executive shall be entitled to receive the following:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive’s 's employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections Section 1 and 5, or without Cause (other than on account of the Executive’s 's death or Disability), in each case within twenty-four twelve (2412) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive’s 's compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement, Agreement and his execution of a Release which becomes effective within thirty (30) 180 days following the Termination Date, . the Executive shall be entitled to receive the following: