Common use of 5Change of Control Clause in Contracts

5Change of Control. Upon a Qualifying Termination that occurs within the 18- month period following a Change of Control (as defined in Parent’s Equity Incentive Plan), subject to the requirements of Section 6.6, then the Employee will be entitled to the following ((b), (c), (e), and (f) below, collectively the “Change of Control Severance Benefits”): (a) an amount equal to the Employee’s accrued but unpaid current Base Salary through the Termination Date, payable in a lump sum within 30 days following the Termination Date; plus (b) the Prior Year Bonus (if any); plus ​ (c) the Pro Rata Bonus Amount, if any, payable within 70 days following the Termination Date; plus (d) any other amounts that may be reimbursable by the Employer to the Employee as expressly provided under this Agreement; plus (e) an amount equal to two times the sum of (x) the Employee’s annual Base Salary as in effect on the day before the Termination Date, and (y) the Target Bonus, payable in a lump sum within 70 days following the Termination Date; plus (f) subject to the Employee’s (i) timely election of continuation coverage under the COBRA, and (B) continued copayment of premiums at the same level and cost to the Employee as if the Employee were a senior executive of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Employee (and Employee’s spouse and eligible dependents, if applicable) for a period of 12 months, provided that the Employee is eligible and remains eligible for COBRA coverage; provided, further, that the Company may modify the ​ ​ continuation coverage contemplated by this Section 6.5(f) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable); and provided, further, that in the event that the Employee obtains other employment that offers group health plan coverage, such continuation of coverage by the Company under this Section 6.5(f) shall cease as of the end of the month in which the Employee obtains such other employer-provided, group health plan coverage.

5Change of Control. Upon a Qualifying Termination that occurs within the 18- month period following a Change of Control (as defined in Parent’s Equity Incentive Plan), subject to the requirements of Section 6.6, then the Employee will be entitled to the following ((b), (c), (e), and (f) below, collectively the “Change of Control Severance Benefits”): (a) an amount equal to the Employee’s accrued but unpaid current Base Salary through the Termination Date, payable in a lump sum within 30 days following the Termination Date; plus (b) the Prior Year Bonus (if any); plus ​ (c) the Pro Rata Bonus Amount, if any, payable within 70 days following the Termination Date; plus (d) any other amounts that may be reimbursable by the Employer to the Employee as expressly provided under this Agreement; plus (e) an amount equal to two times the sum of (x) the Employee’s annual Base Salary as in effect on the day before the Termination Date, and (y) the Target Bonus, payable in a lump sum within 70 days following the Termination Date; plus (f) subject to the Employee’s (i) timely election of continuation coverage under the COBRA, and (B) continued copayment of premiums at the same level and cost to the Employee as if the Employee were a senior executive of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Employee (and Employee’s spouse and eligible dependents, if applicable) for a period of 12 months, provided that the Employee is eligible and remains eligible for COBRA coverage; provided, further, that the Company may modify the ​ ​ continuation coverage contemplated by this Section 6.5(f) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable); and provided, further, that in the event that the Employee obtains other employment that offers group health plan coverage, such continuation of coverage by the Company under this Section 6.5(f) shall cease as of the end of the month in which the Employee obtains such other employer-provided, group health plan coverage.. ​

5Change of Control. Upon a Qualifying Termination that occurs within the 18- month period following a Change of Control (as defined in Parent’s Equity Incentive Plan), subject to the requirements of Section 6.6, then the Employee will be entitled to the following ((b), (c), (e), and (f) below, collectively the “Change of Control Severance Benefits”): (a) an amount equal to the Employee’s accrued but unpaid current Base Salary through the Termination Date, payable in a lump sum within 30 days following the Termination Date; plus (b) the Prior Year Bonus (if any); plus ​ (c) the Pro Rata Bonus Amount, if any, payable within 70 days following the Termination Date; plus (d) any other amounts that may be reimbursable by the Employer to the Employee as expressly provided under this Agreement; plus (e) an amount equal to two one times the sum of (x) the Employee’s annual Base Salary as in effect on the day before the Termination Date, and (y) the Target Bonus, payable in a lump sum within 70 days following the Termination Date; plus (f) subject to the Employee’s (i) timely election of continuation coverage under the COBRA, and (B) continued copayment of premiums at the same level and cost to the Employee as if the Employee were a senior executive of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Employee (and Employee’s spouse and eligible dependents, if applicable) for a period of 12 months, provided that the Employee is eligible and remains eligible for COBRA coverage; provided, further, that the Company may modify the ​ ​ continuation coverage contemplated by this Section 6.5(f) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable); and provided, further, that in the event that the Employee obtains other employment that offers group health plan coverage, such continuation of coverage by the Company under this Section 6.5(f) shall cease as of the end of the month in which the Employee obtains such other employer-provided, group health plan coverage.. ​

5Change of Control. Upon a Qualifying Termination that occurs within the 18- month period following a Change of Control (as defined in Parent’s Equity Incentive Plan), subject to the requirements of Section 6.6, then the Employee will be entitled to the following ((b), (c), (e), and (f) below, collectively the “Change of Control Severance Benefits”): (a) an amount equal to the Employee’s accrued but unpaid current Base Salary through the Termination Date, payable in a lump sum within 30 days following the Termination Date; plus (b) the Prior Year Bonus (if any); plus ​ (c) the Pro Rata Bonus Amount, if any, payable within 70 days following the Termination Date; plus (d) any other amounts that may be reimbursable by the Employer to the Employee as expressly provided under this Agreement; plus (e) an amount equal to two times the sum of (x) the Employee’s annual Base Salary as in effect on the day before the Termination Date, and (y) the Target Bonus, payable in a lump sum within 70 days following the Termination Date; plus (f) subject to the Employee’s (i) timely election of continuation coverage under the COBRA, and (B) continued copayment of premiums at the same level and cost to the Employee as if the Employee were a senior executive of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Employee (and Employee’s spouse and eligible dependents, if applicable) for a period of 12 months, provided that the Employee is eligible and remains eligible for COBRA coverage; provided, further, that the Company may modify the ​ ​ continuation coverage contemplated by this Section 6.5(f) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable); and provided, further, that in the event that the Employee obtains other employment that offers group health plan coverage, such continuation of coverage by the Company under this Section 6.5(f) shall cease as of the end of the month in which the Employee obtains such other employer-provided, group health plan coverage.