Qualifying Termination in Connection with a Change in Control. If the Termination Date occurs on or in the twelve (12) months following a Change in Control (as herein defined) due to Executive’s termination of employment by the Company without Cause or by Executive pursuant to a Constructive Termination (“Change in Control Termination”), then, in lieu of the payments and benefits set out in the preceding provisions of paragraph 4(a), (i) the Employment Period shall be deemed to have ended as of the Termination Date and # Executive shall be entitled to receive # the Accrued Obligations, and subject to Executive’s continued compliance with paragraphs 6, 7, 8, 9 and 10 hereof, # an amount equal to one and one-half times (1.5X) Executive’s Base Salary in effect on the Termination Date, payable in equal monthly installments, in accordance with the Company’s normal payroll practices in effect on the Termination Date, for the eighteen (18) month period following the Termination Date, # the Pro-Rata Amount as set forth in paragraph 4(a), (D) if the Executive and/or his dependents elect continuation coverage under COBRA, payment by the Company of the COBRA premiums for the Executive and/or his dependents in the same amount paid by the Company prior to the Termination Date during the period beginning on the Termination Date and ending on the first to occur of # the date eighteen (18) months after the Termination Date and (yy) the first day Executive becomes eligible for similar benefits under another employer’s plans, # to the extent allowed under the applicable plans, continued participation in the Company’s life, long-term disability, and group accident plans beginning on the Termination Date and ending on the first to occur of # the date eighteen (18) months after the Termination Date and (yy) the first day Executive becomes eligible for similar benefits under another employer’s plans, and # outplacement services provided by a nationally-recognized outplacement firm, such services to be commensurate with the services commonly provided to a person in a position comparable to Executive’s position with the Company, subject, in each case, to withholding and other appropriate deductions. For purposes of this paragraph 4(b) “Change in Control” shall have the meaning set forth in the Company’s 2014 Omnibus Incentive Plan.

Notwithstanding anything to the contrary contained in any employment agreement, severance agreement, change in control agreement or other agreement with the Employee, this [Section 2(f)] shall apply if a Change in Control (as defined in [Section 2(g)] below) occurs prior to the Maturity Date (a “Qualifying Change in Control”) and while the Employee is in the employ of the Company or a Subsidiary.

Qualifying Termination Following Change in Control. In the event your employment is terminated by reason of a Qualifying Termination during the Protected Period following a Change in Control, the Restricted Period and all remaining restrictions shall expire and the RSUs shall be deemed fully vested.

Qualifying Termination or Change in Control. If a Qualifying Termination (as defined below) or a Change in Control (as defined below) occurs, in each case prior to the Vesting Date, and if you have not previously forfeited your Award under [Section 4], one hundred percent (100%) of all Restricted Stock Units shall vest on the date of your Qualifying Termination or the Change in Control, as applicable.

Qualifying Termination Following Change in Control. In the event the Employee involuntarily ceases to be an employee of the Employer following a Change in Control for any reason other than a termination for Cause, or voluntarily ceases to be an employee due to a Termination for Good Reason following a Change in Control, then the RSUs covered by this Agreement, and any dividend equivalents with respect thereto, shall immediately vest (without proration based on the portion of the vesting period elapsed prior to such termination) and shall be paid in cash in accordance with [Section 22(f)] of the Plan within 60 days following the earliest time set forth in [Section 22(c)] of the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee. Such vesting shall be contingent, at the discretion of the Company, upon the Employee executing a general release (which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company) and such release becoming effective and irrevocable within the 60-day period following such termination.

Pre-Change in Control Qualifying Termination. If your Termination Date occurs during the Term and such termination is due to a Pre-Change in Control Qualifying Termnation, in addition to your Accrued Obligations, you shall be entitled to receive severance pay (the “Severance Benefits”) # equal to the amount determined in accordance with [Exhibit A] attached hereto, and # payable in regular installments, in accordance with the Company’s normal payroll policies then in effect for the period set forth in [Exhibit A] (the “Severance Period”), which payments will commence with the first payroll period occurring after the expiration of the Severance Delay Period (the “Initial Payment”) and shall continue for the remainder of the Severance Period. The Initial Payment shall include payment for any payroll periods which occur during the Severance Delay Period.

Qualifying Termination. An involuntary termination of the Executive’s employment by the Company, authorized by the Company’s Authorizing Executive, for reasons other than Cause, mandatory Retirement under the Company’s applicable policies, or the Executive’s death, Disability, or voluntary termination of employment (whether by Retirement or otherwise) at any time other than within twenty-four (24) full calendar months following the effective date of a CIC shall trigger the payment of Severance Benefits to the Executive under this Agreement.

Change of Control. The provisions of this [Section 5] shall apply in lieu of, and expressly supersede, other than with respect ​ requirement for the execution and delivery of a Separation Agreement and Release, the provisions of [Section 4] regarding severance pay and benefits upon a Qualifying Termination, if a Qualifying Termination occurs within twenty-four (24) months after the occurrence of a Change of Control (“CIC Qualifying Termination”). This [Section 5] shall terminate and be of no force or effect beginning twenty-four (24) months after the occurrence of a Change of Control.

Notwithstanding anything in the Offer Letter to the contrary, if (i) your employment with the Company terminates prior to a Change of Control that qualifies you for severance payments and benefits payable under the Offer Letter and (ii) a Change of Control occurs within the 3-month period following your employment termination with the Company that qualifies you for the severance payments and benefits payable upon a Qualifying Termination during the Change of Control Period under the Offer Letter, then (A) you only will be entitled to receive the payments and benefits payable upon a Qualifying Termination during the Change of Control Period under the Offer Letter and will not be entitled to receive any additional severance payments or benefits under the Offer Letter and (B) each of the cash severance, COBRA benefits (or cash payments in lieu thereof), and equity vesting acceleration benefits otherwise payable upon a Qualifying Termination during the Change of Control Period under the Offer Letter, as applicable, will be offset by the corresponding payment or benefit you already received under this letter in connection with the termination of your employment prior to a Change of Control.

Termination of Employment in Connection with Change of Control. If Executive’s employment is terminated under circumstances that would entitle Executive to payment of benefits under [Section 5(b)(iii)] and such termination of employment occurs in connection with or within 3 months before or within 24 months after a Change of Control, then Executive will receive the benefits described in [Sections 5(b)(iii)(1) through (4)], but the payment in [Section 5(b)(iii)(3)] will be equal to 12 months of Executive’s Base Salary as then in effect or, if greater, as in effect immediately prior to the Change of Control, the health insurance coverage payment in [Section 5(b)(iii)(4)] will be for 12 months, and Executive will be entitled to accelerated vesting of 100% of the then-unvested Equity Awards at Executive’s termination date.