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

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. Notwithstanding anything to the contrary herein, if there is both a Change of Control and the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason during the period commencing on the date that is two months prior to (or the earlier date of execution of a definitive agreement with respect to such Change of Control) and ending twelve (12) months following such Change of Control (a “CIC Termination”), then, in addition to the Accrued Obligations, the Executive shall be entitled to receive the following:

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. Notwithstanding anything to the contrary herein, if there is both a Change of Control and the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason If during the period commencing on the date that is two three (3) months prior to (or the earlier date of execution of a definitive agreement with respect to such Change of Control) before and ending twelve (12) months following such after a Change of Control Control, (a “CIC Termination”)1) Executive terminates his employment with the Company (or any Affiliate) for Good Reason or (2) the Company (or any Affiliate) terminates Executive’s employment for other than Cause, Executive becoming Disabled or Executive’s death, then, in addition subject to the Accrued ObligationsSection 4, the Executive shall be entitled to will receive the followingfollowing severance from the Company:

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. Notwithstanding anything to If the contrary herein, if there is both a Change of Control and the Company or its Affiliates terminate Executive’s employment is terminated by with the Company or its Affiliates, respectively, without Cause or by the Executive resigns from such employment for Good Reason during the period commencing on the date that is two months prior to (or the earlier date of execution of a definitive agreement with respect to such Change of Control) and ending within twelve (12) months following such a Change of Control Control, and Executive signs and does not revoke a separation agreement and release of claims with the Company (in a “CIC Termination”form acceptable to the Company), then, in addition to the Accrued Obligations, the then Executive shall be entitled to will receive the followingfollowing severance from the Company:

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. Notwithstanding anything to (a) In the contrary herein, if there is both a Change of Control and the event Executive’s employment is terminated by the Company without Cause Cause, or by the Executive resigns for Good Reason (as defined below), in either case during the period commencing on the date that is two one (1) month before and ending thirteen (13) months prior to (or the earlier date of execution of after a definitive agreement with respect to such Change of Control) and ending twelve (12) months following such Change of Control (a “CIC Termination”), then, in addition then subject to Executive’s delivery to the Accrued ObligationsCompany or successor of the Company of an effective Release pursuant to Section 5.9 below, the Executive shall be entitled to receive the followingbenefits described in Section 5.4 above, except that:

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. Notwithstanding anything to the contrary herein, if there is both a Change of Control and the Executive’s 's employment is terminated by the Company without Cause or by the Executive for Good Reason during the period commencing on the date that is two three (3) months prior to (or the earlier date of execution of a definitive agreement with respect to such Change of Control) Control and ending twelve twenty four (1224) months following such Change of Control (a “CIC Termination”), then, in addition to the Accrued Obligations, the Executive shall be entitled to receive the following:

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. Notwithstanding anything to If , following the contrary hereinFull-Time Date, if there is both a Change of Control and the (i) Executive’s employment is terminated by the Company without Cause Cause, or by the (ii) Executive terminates voluntarily for Good Reason during the period commencing on the date that Reason, and any such termination described in clauses (i) or (ii) is two months prior to (or the earlier date of execution of in Connection with a definitive agreement with respect to such Change of Control) and ending twelve (12) months following such Change of Control (a “CIC Termination”), then, subject to Section 8, Executive will receive: (1) continued payment of Executive’s Base Salary for the year in addition which the effective date of the termination occurs (subject to the Accrued Obligationsapplicable tax withholdings), the Executive shall be entitled to receive the following:for twelve

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. Notwithstanding anything to If at any time during the contrary herein, if there is both a Change term of Control and the Executive’s employment is terminated by for the six (6) month period prior to a Change in Control or the eighteen (18)-month period immediately following a Change in Control (x) the Company without Cause terminates Executive’s employment with the Company for a reason other than Cause, Executive becoming Disabled or by the Executive’s death, or (y) Executive resigns from such employment for Good Reason during the period commencing on the date that is two months prior to (or the earlier date of execution of a definitive agreement with respect to such Change of Control) and ending twelve (12) months following such Change of Control (a “CIC Termination”)Reason, then, in addition subject to the Accrued ObligationsSection 4, the Executive shall be entitled to will receive the followingfollowing severance benefits from the Company:

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. Notwithstanding anything to the contrary herein, if there is both a Change of Control and the If Executive’s 's employment is terminated at any time during the Term by the Company without Cause (and not for death or Disability) or by the Executive for Good Reason during the period commencing on the date that is two months (as defined in Section 6.4), in each case either (i) prior to a Change of Control but in contemplation thereof, or (or the earlier date of execution of ii) within twenty four (24) months following a definitive agreement with respect to such Change of Control) and ending twelve (12) months following such Change of Control (a “CIC Termination”), thensubject to Section 6.6 hereof, in addition to the Accrued Obligations, the Executive shall be entitled to receive the followingto: