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. If, during the three (3)-month period immediately prior to (or otherwise in connection with or in anticipation of a Change of Control), on or during the twenty-four (24)-month period immediately following, a Change of Control (such period, the “CIC Protective Period”), (x) the Company terminates Executive’s employment with the Company for a reason other than Cause, Executive becoming Disabled or Executive’s death, or (y) Executive resigns from such employment for Good Reason, then, in each case, subject to Section 7, Executive will receive the following severance benefits from the Company in lieu of the benefits described in Section 6(a) above:

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If, during the three (3)-month period immediately prior to (or otherwise in connection with or in anticipation of a Change of Control), on or during the twenty-four (24)-month period immediately following, a Change of Control (such period, the “CIC Protective Period”), (x) the Company terminates ExecutiveEmployee’s employment with the Company for a reason other than Cause, Executive Employee becoming Disabled or ExecutiveEmployee’s death, or (y) Executive Employee resigns from such employment for Good Reason, in each case, during the Employment Term, then, in each case, subject to Section 7, Executive Employee will receive the following severance benefits from the Company in lieu of the benefits described in Section 6(a) above: