Common use of In Connection With a Change in Control Clause in Contracts

In Connection With a Change in Control. If, during the term of Executive’s employment under this Agreement and within twelve (12) months immediately following a Change of Control or within six (6) months immediately prior to such Change of Control, Executive’s employment with the Employer under this Agreement is terminated without Cause or for Good Reason, then the Employer shall pay to Executive, or in the event of her subsequent death, to her designated beneficiary or beneficiaries, or to her estate, as the case may be, in lieu of all other claims under Section 5(d) of this Agreement, a severance payment in an amount equal to 200% of the sum of: i) her current rate of annual Base Salary in effect immediately preceding such termination and ii) the average of her last two years’ annual bonus(es) earned, if any, provided that such amount shall be paid in a single lump sum cash payment on the date described in Section 5(i) below. The Executive also shall be entitled to the continued participation in benefits plan(s) as set out in Subsection 5(d)(1)(ii) above. In addition, all unvested outstanding equity based award held by the Executive on the date of the Executive’s termination of employment under this Section 5(f) shall vest. Any accrued but unused paid time off, bonuses or short term incentive compensation and vested benefits shall be paid as described in Section 5 (b) of this Agreement. For purposes of this Agreement, a Change in Control shall be deemed to have occurred on the earliest of the following dates:

In Connection With a Change in Control. If, during the term of Executive’s employment under this Agreement and within twelve (12) months immediately following a Change of Control or within six (6) months immediately prior to such Change of Control, Executive’s employment with the Employer under this Agreement is terminated without Cause or for Good Reason, then the Employer shall pay to Executive, or in the event of her his subsequent death, to her his designated beneficiary or beneficiaries, or to her his estate, as the case may be, in lieu of all other claims under Section 5(d) of this Agreement, a severance payment in an amount equal to 200% of the sum of: i) her his current rate of annual Base Salary in effect immediately preceding such termination and ii) the average of her his last two years’ annual bonus(es) earned, if any, provided that such amount shall be paid in a single lump sum cash payment on the date described in Section 5(i) below. The Executive also shall be entitled to the continued participation in benefits plan(s) as set out in Subsection 5(d)(1)(ii) above. In addition, all unvested outstanding equity based award held by the Executive on the date of the Executiveexecutive’s termination of employment under this Section 5(f) shall vest. Any accrued but unused paid time off, bonuses or short term incentive compensation and vested benefits shall be paid as described in Section 5 (b) of this Agreement. For purposes of this Agreement, a Change in Control shall be deemed to have occurred on the earliest of the following dates:

In Connection With a Change in Control. If, during the term of Executive’s employment under this Agreement and within twelve (12) months immediately following a Change of Control or within six (6) months immediately prior to such Change of Control, Executive’s employment with the Employer under this Agreement is terminated without Cause or for Good Reason, then the Employer shall pay to Executive, or in the event of her his subsequent death, to her his designated beneficiary or beneficiaries, or to her his estate, as the case may be, in lieu of all other claims under Section 5(d) of this Agreement, a severance payment in an amount equal to 200% of the sum of: i) her his current rate of annual Base Salary in effect immediately preceding such termination and ii) the average of her his last two years’ annual bonus(es) earned, if any, provided that such amount shall be paid in a single lump sum cash payment on the date described in Section 5(i) belowbelow and provided further that, for terminations under this Section 5(f) that occur before January 1, 2018, for any calendar year in which an annual bonus is not earnable under Section 3(e) above, the annual bonus amount used to determine the average will be equal to [30%] of the Executive’s highest Base Salary payable during the applicable prior year. The Executive also shall be entitled to the continued participation in benefits plan(s) as set out in Subsection 5(d)(1)(ii) aboveof this Agreement, with “24” substituted for “12”. In addition, all unvested outstanding equity based award awards held by the Executive on the date of the Executive’s termination of employment under this Section 5(f) shall vest. Any accrued but unused paid paid-time off, bonuses or short short-term incentive compensation and vested benefits shall be paid as described in Section 5 (b5(b) of this Agreement. For purposes of this Agreement, a “Change in Control Control” shall be deemed to have occurred on the earliest of the following dates:

In Connection With a Change in Control. If, during the term of Executive’s employment under this Agreement and within twelve (12) months immediately following a Change of Control or within six (6) months immediately prior to such Change of Control, Executive’s employment with the Employer under this Agreement is terminated without Cause or for Good Reason, then the Employer shall pay to Executive, or in the event of her his subsequent death, to her his designated beneficiary or beneficiaries, or to her his estate, as the case may be, in lieu of all other claims under Section 5(d) of this Agreement, a severance payment in an amount equal to 200% of 2.99 times the sum of: i) her his current rate of annual Base Salary in effect immediately preceding such termination and ii) the average of her his last two years’ annual bonus(es) earned, if any, provided that such amount shall be paid in a single lump sum cash payment on the date described in Section 5(i) belowbelow and provided further that, for terminations under this Section 5(f) that occur before January 1, 2018, for any calendar year in which an annual bonus is not earnable under Section 3(e) above, the annual bonus amount used to determine the average will be equal to [40%] of the Executive’s highest Base Salary payable during the applicable prior year. The Executive also shall be entitled to the continued participation in benefits plan(s) as set out in Subsection 5(d)(1)(ii) aboveof this Agreement, with “36” substituted for “24”. In addition, all unvested outstanding equity based award awards held by the Executive on the date of the Executive’s termination of employment under this Section 5(f) shall vest. Any accrued but unused paid paid-time off, bonuses or short short-term incentive compensation and vested benefits shall be paid as described in Section 5 (b5(b) of this Agreement. For purposes of this Agreement, a “Change in Control Control” shall be deemed to have occurred on the earliest of the following dates: