Common use of Termination Without Cause or for Good Reason in Connection With Clause in Contracts

Termination Without Cause or for Good Reason in Connection With. a Potential Corporate Change on or Before the Last Day of the Performance Period. If (a) the Company Group terminates your employment without Cause on or before the last day of the Performance Period prior to a Corporate Change of the Company (whether or not a Corporate Change ever occurs) and such termination is at the request or direction of a person who has entered into an agreement with the Company the consummation of which would constitute a Corporate Change of the Company or is otherwise in connection with or in anticipation of a Corporate Change of the Company (whether or not a Corporate Change ever occurs) or (b) you terminate your employment with the Company Group for Good Reason on or before the last day of the Performance Period prior to a Corporate Change of the Company (whether or not a Corporate Change ever occurs) and such termination or the circumstance or event which constitutes Good Reason occurs at the request or direction of a person who has entered into an agreement with the Company the consummation of which would constitute a Corporate Change of the Company or is otherwise in connection with or in anticipation of a Corporate Change of the Employer (whether or not a Corporate Change ever occurs), then the Company will pay to you in cash an amount determined under the following formula in lieu of any other amounts under this Agreement:

Termination Without Cause or for Good Reason in Connection With. a Potential Corporate Change in Control on or Before the Last Day of the Performance Period. If (a) the Company Group terminates your employment without Cause on or before the last day of the Performance Period prior to a Corporate Change in Control of the Company (whether or not a Corporate Change in Control ever occurs) and such termination is at the request or direction of a person Person who has entered into an agreement with the Company the consummation of which would constitute a Corporate Change in Control of the Company or is otherwise in connection with or in anticipation of a Corporate Change in Control of the Company (whether or not a Corporate Change in Control ever occurs) or (b) you terminate your employment with the Company Group for Good Reason on or before the last day of the Performance Period prior to a Corporate Change in Control of the Company (whether or not a Corporate Change in Control ever occurs) and such termination or the circumstance or event which constitutes Good Reason occurs at the request or direction of a person Person who has entered into an agreement with the Company the consummation of which would constitute a Corporate Change in Control of the Company or is otherwise in connection with or in anticipation of a Corporate Change in Control of the Employer (whether or not a Corporate Change in Control ever occurs), then the Company will pay to you in cash an amount determined under the following formula in lieu of any other amounts under this the Agreement:

Termination Without Cause or for Good Reason in Connection With. a Potential Corporate Change in Control on or Before the Last Day of the Performance Period. If (a) the Company Group terminates your employment without Cause on or before the last day of the Performance Period prior to a Corporate Change in Control of the Company (whether or not a Corporate Change in Control ever occurs) and such termination is at the request or direction of a person Person who has entered into an agreement with the Company the consummation of which would constitute a Corporate Change in Control of the Company or is otherwise in connection with or in anticipation of a Corporate Change in Control of the Company (whether or not a Corporate Change in Control ever occurs) or (b) you terminate your employment with the Company Group for Good Reason on or before the last day of the Performance Period prior to a Corporate Change in Control of the Company (whether or not a Corporate Change in Control ever occurs) and such termination or the circumstance or event which constitutes Good Reason occurs at the request or direction of a person Person who has entered into an agreement with the Company the consummation of which would constitute a Corporate Change in Control of the Company or is otherwise in connection with or in anticipation of a Corporate Change in Control of the Employer Company (whether or not a Corporate Change in Control ever occurs), then the Company will pay to you in cash an amount determined under the following formula in lieu of any other amounts under this the Agreement: