Executive shall be entitled to receive Change in Control Non-Compete Benefits from the Company as provided in this Section 5, in lieu of General Non-Compete Benefits under Section 4, if # a Change in Control has occurred and Executive’s employment with the ​ is involuntarily terminated by ​ or is voluntarily terminated by Executive for Good Reason, provided that, # such termination occurs after such Change in Control and on or before the second anniversary thereof, or # the termination occurs before such Change in Control but Executive can reasonably demonstrate that such termination or the event or action causing Good Reason to occur, as applicable, occurred at the request of a third party who had taken steps reasonably calculated to effect a Change in Control, and # on or before the Date of Termination, Executive executes a separation and release agreement in form and content reasonably satisfactory to the Committee releasing any and all claims Executive has or may have against ​ as of the Date of Termination. Change in Control Non-Compete Benefits shall not be payable if Executive terminates employment with the Company due to Executive’s death, disability, voluntary retirement or resignation without Good Reason, provided that Executive may be entitled to the General Non-Compete Benefits pursuant to Section 4.

Change of Control/Change in Control. No provision in this Agreement or the Separation Agreement nor any transaction undertaken by either Party in connection with the Distribution shall be construed to create any right, or accelerate entitlement, to any compensation or benefit whatsoever, or be deemed a “change of control” or “change in control” for any purpose including for purpose of any plan, policy, practice or arrangement relating to directors, employees or consultants of any member of the ​ Group or any member of the ​ Group.

Change of Control; Potential Change of Control. For the purposes of this Agreement:

For the purposes of this Agreement:

Change of Control. A Change of Control shall occur, whether directly or indirectly; or

Change of Control. There occurs any Change of Control; or

Change of Control. Cause, permit, or suffer, directly or indirectly, any Change of Control.

Change of Control. In connection with a Change of Control, and subject to any approval of the Change of Control by the holders of Class A Common Stock and Class B Common Stock that may be required:

Change in Control. In the event of a Change in Control, the following provisions will apply:

Change of Control. For purposes of this Agreement, “Change of Control” shall have the meaning set forth in the Executive Severance and Change of Control Plan, as may be amended pursuant to its terms from time to time.