Common use of Change in Control Termination Clause in Contracts

Change in Control Termination. Notwithstanding any other provision contained herein, if Executive’s employment hereunder is terminated by Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Section 1.2 or without Cause (other than on account of Executive’s death or Disability), in each case within 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 the following (the “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 Section 1.2 Sections 1 and 5, 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 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 “Change in Control Severance Benefits”):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 Section 1.2 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, 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 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 30 days following (the “Change in Control Severance Benefits”):Termination Date, the Executive shall be entitled to receive the following:

Change in Control Termination. 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 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 the Executive’s compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement and the Executive’s execution of a Release which becomes effective within 60 days following the Termination Date, the Executive shall be entitled to receive the following (the “Change in Control Severance Benefits”lieu of any payments or benefits under Section 5.2 above):

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 Section 1.2 1 or without Cause (other than on account of the Executive’s death or Disability), in each case and such termination occurs 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 the Executive’s compliance with Section 6, Section 7, Section 8 and Section 9 of this Amended Agreement and his execution of a Release which becomes effective within 28 days following the Termination Date, the Executive shall be entitled to receive all of the benefits set forth in Section 5.2, subject to the following (the “Change in Control Severance Benefits”):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 Section 1.2 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, 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 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 30 days following (the “Change in Control Severance Benefits”):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 Section 1.2 1 or without Cause (other than on account of the Executive’s death or Disability), in each case and such termination occurs 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 the Executive’s compliance with Section 6, Section 7, Section 8 and Section 9 of this Amended Agreement and her execution of a Release which becomes effective within 28 days following the Termination Date, the Executive shall be entitled to receive all of the benefits set forth in Section 5.2, subject to the following (the “Change in Control Severance Benefits”):modifications:

Change in Control Termination. Notwithstanding any other provision contained herein, if Executive’s employment hereunder is terminated by Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Section 1.2 or Parent without Cause (other than on account of 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, then so long as Executive does not violate any term(s) of shall be entitled to receive the Accrued Obligations and subject to Executive’s compliance with Section 5 or 6 and Section 7 of this Agreement and Executive executes and does not revoke Executive’s execution of a general release and waiver in Release which becomes effective within 60 days following the form attached hereto as Schedule ATermination Date, Executive shall be entitled to receive the following (the “Change in Control Severance Benefits”):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 Section 1.2 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, 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 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 twenty-one (21) days following (the “Change in Control Severance Benefits”):Termination Date, the Executive shall be entitled to receive the following:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if Executive’s employment hereunder is terminated by Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Section 1.2 or without Cause (other than on account of Executive’s death or Disability), in each case case, within twenty four twelve (2412) months following a Change in Control, then so long as Executive does not violate any term(s) of shall be entitled to receive the Accrued Amounts and subject to Executive’s compliance with Section 5 or 6 6, Section 7, Section 8 and Section 9 of this Agreement and Executive executes and does not revoke his execution of a general release and waiver in Release which becomes effective within thirty (30) days following the form attached hereto as Schedule ATermination Date, Executive shall be entitled to receive the following (the “Change in Control Severance Benefits”):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 Section 1.2 1 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, 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 the Executive's compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement and the Executive's execution of a Release which becomes effective within seven (7) days following (the “Change in Control Severance Benefits”):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 Section 1.2 1 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, 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 the Executive’s compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement and the Executive’s execution of a Release which becomes effective within 21 days following (the “Change in Control Severance Benefits”):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 Section 1.2 1 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 the Executive’s compliance with Sections 5, 6, 7 and 8 of this Agreement and the Executive’s execution of a Release which becomes effective within twenty-one days following (the “Change in Control Severance Benefits”):Termination Date, the Executive shall be entitled to receive the following:

Change in Control Termination. 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 Section 1.2 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, 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 the Executive's compliance with Section 6, Section 8 and Section 9 of this Agreement and the Employee Confidentiality Agreement (as defined below) and his execution and non-revocation of a Release which becomes effective within 30 days following (the “Change in Control Severance Benefits”):Termination Date, the Executive shall be entitled to receive the following:

Change in Control Termination. 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 Section 1.2 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, 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 Obligations 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 7, Section 8, Section 9 and Section 10 and her execution of a Release and such Release becoming effective and irrevocable within 60 days following (the “Change in Control Severance Benefits”):Termination Date, the Executive will be entitled to receive:

Change in Control Termination. 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 Section 1.2 1 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, 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 following Accrued Amounts (paid in accordance with Section 4.1(a) hereof) and, subject to the “Change in Control Severance Benefits”):Executive’s compliance with Section 6, Section 7, and Section 8 of this Agreement and the Executive’s execution of a Release which becomes effective within the Release 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 Section 1.2 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, 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 the Executive's compliance with Section 6, Section 7 and Section 8 of this Agreement and his execution of a Release which becomes effective within 30 days following (the “Change in Control Severance Benefits”):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 Section 1.2 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, 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 the Executive’s compliance with Section 5, Section 6, Section 7 and Section 8 of this Agreement and his execution of a Release which becomes effective within 30 days following (the “Change in Control Severance Benefits”):Termination Date, the Executive shall be entitled to receive the following:

Change in Control Termination. 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 Section 1.2 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, 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 Obligations 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 7, Section 8, Section 9 and Section 10 and his execution of a Release and such Release becoming effective and irrevocable within 60 days following (the “Change in Control Severance Benefits”):Termination Date, the Executive will be entitled to receive:

Change in Control Termination. 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 Section 1.2 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, 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 following (Accrued Obligations and any earned but unpaid Annual Bonus for the “Change year immediately preceding the year in Control Severance Benefits”):which the Executive’s employment terminates, and subject to the Executive’s compliance with Section 7, Section 8, Section 9 and Section 10 and his execution of a Release and such Release becoming effective, the Executive will be entitled to receive:

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 Section 1.2 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, then so long as the Executive does not violate any term(s) of shall be entitled to receive the Accrued Amounts and subject to the Executive's continuing compliance with Section 5 or 6 6, Section 7, Section 8 and Section 9 of this Agreement and Executive executes and does not revoke her execution of a general release and waiver Release in the form attached hereto as Schedule AExhibit 1 which becomes effective within thirty (30) days following the Termination Date, the Executive shall be entitled to receive the following beginning on or before the forty fifth (45th) day following the “Change in Control Severance Benefits”):Termination Date, or such later time as required by Section 21, hereof:

Change in Control Termination. 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 Section 1.2 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, 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 the Executive's compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement and the Executive's execution of a Release which becomes effective within 55 days following (the “Change in Control Severance Benefits”):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 Section 1.2 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, 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 the Executive's compliance with Section 6, Section 7 and Section 8 of this Agreement and her execution of a Release which becomes effective within 30 days following (the “Change in Control Severance Benefits”):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 Section 1.2 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, 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 the Executive’s compliance with Section 7, Section 8, Section 9 and Section 10 of this Agreement and his execution of a Release which becomes effective within forty-five (45) days following (the “Change in Control Severance Benefits”):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 (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 Section 1.2 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, 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 the Executive’s compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement and the Executive’s execution of a Release which becomes effective within Fourteen (14) days following the Termination Date (as defined in Section 5.5), the “Change in Control Severance Benefits”):Executive shall be entitled to receive the following:

Change in Control Termination. 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 Section 1.2 or without Cause (other than on account of Executive’s death or Disabilityas provided in Section 3.5 below), 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, as well as the following (the “Change in Control 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 Section 1.2 1 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, 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 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 180 days following (the “Change in Control Severance Benefits”):Termination Date. the Executive shall be entitled to receive the following: