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 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 for a reason other than Cause or Executive becoming Disabled or Executive’s death, or (y) Executive resigns from such employment for Good Reason, then, subject to Section 4, Executive will be entitled to the following 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 one three (1)-month 3) month period immediately prior to or at any time within the twenty-four (and in connection with) a Change in Control or during the twelve (12)-month 24)-month period immediately following a Change in Control Control, (x) the Company terminates Executive’s employment with the Company for a reason other than Cause or Cause, Executive becoming Disabled or Executive’s death, or (y) Executive resigns from such employment for Good Reason, then, subject to Section 4, Executive will be entitled to receive the following in lieu of severance benefits from the benefits described in Section 3(a) aboveCompany:

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 upon during the twelve (12)-month period immediately following a Change in Control Control, (x) the Company terminates Executive’s employment with the Company for a reason other than Cause or Cause, Executive becoming Disabled or Executive’s death, or (y) Executive resigns from such employment for Good Reason, then, subject to Section 4, Executive will be entitled to receive the following severance benefits from the Company 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 one (1)-month period If, immediately prior to (and in connection with) a Change in Control (as determined in the sole discretion of the Company) or during the twelve (12)-month one year period immediately following that commences upon a Change in Control Control, (x) the Company terminates Executive’s 's employment with the Company for a reason other than Cause or Cause, Executive becoming Disabled or Executive’s 's death, or (y) Executive resigns from such employment for Good Reason, then, subject to Section 4the terms of this Agreement, Executive will be entitled to receive the following severance benefits from the Company, 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 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 Control, (x) the Company terminates Executive’s employment with the Company for a reason other than Cause or Cause, Executive becoming Disabled or Executive’s death, or (y) Executive resigns from such employment for Good Reason, then, subject to Section 47, Executive will be entitled to receive the following severance benefits from the Company in lieu of the severance benefits described in Section 3(a6(a) 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 Control, (x) the Company terminates Executive’s employment with the Company for a reason other than Cause or Cause, Executive becoming Disabled Disabled, or Executive’s death, or (y) Executive resigns from such employment for Good Reason, then, subject to Section 4, Executive will be entitled to receive the following severance benefits from the Company 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 one three (1)-month 3) month period immediately prior to or the twenty-four (and in connection with) a Change in Control or during the twelve (12)-month 24)-month period immediately following a Change in Control Control, (x) the Company terminates Executive’s employment with the Company for a reason other than Cause or Cause, Executive becoming Disabled or Executive’s death, or (y) Executive resigns from such employment for Good Reason, then, subject to Section 4, Executive will be entitled to receive the following in lieu of severance benefits from the benefits described in Section 3(a) aboveCompany:

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 for a reason other than without Cause or Executive becoming Disabled or Executive’s death, or (y) if Executive resigns from such employment for Good Reason, thenand such termination or resignation occurs on or within twelve (12) months after a Change in Control, and Executive signs and does not revoke a release of claims with the Company in a form reasonably acceptable to the Company (the “Release”) subject to the conditions of Section 43(c), then Executive will be entitled to receive the following in lieu of from the benefits described in Section 3(a) aboveCompany:

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 for a reason other than without Cause or Executive becoming Disabled or Executive’s death, or (y) if Executive resigns from such employment for Good Reason, thenand such termination or resignation occurs on or within twelve (12) months after a Change in Control, subject and Executive signs and does not revoke a release of claims with the Company (in a form reasonably acceptable to Section 4the Company and effective no later than March 15 of the year following the year in which the termination occurs), then Executive will be entitled to receive the following in lieu of from the benefits described in Section 3(a) aboveCompany:

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If during the one twenty-four (1)-month period immediately prior to (and in connection with) a Change in Control or during the twelve (12)-month 24)-month period immediately following a Change in Control Control, (x) the Company terminates Executive’s employment with the Company for a reason other than Cause or Cause, Executive becoming Disabled or Executive’s death, or (y) Executive resigns from such employment for Good Reason, then, subject to Section 4, Executive will be entitled to receive the following in lieu of severance benefits from the benefits described in Section 3(a) aboveCompany:

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 Control, (x) the Company terminates Executive’s employment with the Company for a reason other than Cause or Cause, Executive becoming Disabled Disabled, or Executive’s death, or (y) Executive resigns from such employment for Good Reason, then, subject to Section 43, Executive will be entitled to receive the following severance benefits from the Company in lieu of the benefits described in Section 3(a2(a) and Section 3(b) 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 for a reason other than Cause or Executive becoming Disabled or Executive’s deathdeath or disability, or (y) Executive resigns from such employment for Good ReasonReason and such termination occurs during the period commencing three (3) months before and ending twenty-four (24) months following a Change in Control, then, in each case subject to Section 4, Executive will be entitled to receive the following in lieu of severance from the benefits described in Section 3(a) aboveCompany:

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If during the one twenty-four (1)-month period immediately prior to (and in connection with) a Change in Control or during the twelve (12)-month 24)-month period immediately following a Change in Control Control, (x) the Company terminates Executive’s employment with the Company (and all of its affiliates) for a reason other than Cause or Cause, Executive becoming Disabled Disabled, or Executive’s death, or (y) Executive resigns from such employment for Good Reason, then, subject to Section 4, Executive will be entitled to receive the following severance benefits from the Company 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 one three (1)-month 3)-month period immediately prior to (and in connection with) a Change in Control to, or during the twelve (12)-month period immediately following the consummation of a Change in Control Control, (x) the Company terminates Executive’s employment with the Company for a reason other than Cause or Executive becoming Disabled or Executive’s deathwithout Cause, or (y) Executive resigns from such employment for Good Reason, then, subject to Section 47 (other than with respect to the Accrued Benefits), Executive will be entitled to receive the following severance benefits from the Company in lieu of the benefits described in Section 3(a6(a) 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 Control, (x) the Company terminates Executive’s employment with the Company for a reason other than Cause or Cause, Executive becoming Disabled or Executive’s death, or (y) Executive resigns from such employment for Good Reason, then, subject to Section 4, Executive will be entitled to receive the following severance benefits from the Company 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 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 's employment with the Company for a reason other than without Cause or Executive becoming Disabled or Executive’s death, or (y) if Executive resigns from such employment for Good Reason, thenand such termination or resignation occurs on or within twelve (12) months after a Change in Control, and Executive signs and does not revoke a release of claims with the Company in a form reasonably acceptable to the Company (the “Release”) subject to the conditions of Section 43(c), then Executive will be entitled to receive the following in lieu of from the benefits described in Section 3(a) aboveCompany:

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 If, upon or during the twelve (12)-month period immediately following a Change in Control Control, (x) the Company terminates Executive’s employment with the Company for a reason other than Cause or for Cause, Executive becoming Disabled or Executive’s death, or (y) Executive resigns from such employment for Good Reason, then, subject to the conditions set forth in Section 48 of this Agreement, Executive will be entitled to receive the following severance benefits from the Company in lieu of the benefits described in Section 3(a7(a) 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 for a reason other than without Cause or Executive becoming Disabled or Executive’s death, or (y) if Executive resigns from such employment for Good Reason, and such termination occurs within the period commencing with, and ending twelve (12) months following, a Change in Control, then, subject to Section 4, Executive will be entitled receive the following (in addition to the following consideration set forth in lieu of the benefits described in Section 3(aSections 3(a)(i) and (ii) above:): (i)