Common use of Amendment to Employment Agreement Clause in Contracts

Amendment to Employment Agreement. Section 5.5 of the Employment Agreement is amended and restated in its entirety as follows: “Termination without Cause or Resignation for Good Reason within 2 months prior to, or 12 months following a Change in Control. In the event of a termination of employment resulting from (i) a termination by the Company of the Employee’s employment for any reason other than Cause, death or disability (as defined in Section 22(e)(3) of the Code) or (ii) the Employee’s voluntary resignation of employment for Good Reason, in each case within 2 months prior to, or 12 months following a Change in Control, then subject to the Employee’s satisfaction of the Severance Conditions (defined above), the Employee will be entitled to the payments and benefits referenced in Section 5.4, and each of the Employee’s then-outstanding unvested options to purchase shares of the Company common stock as well as any and all other stock-based awards granted to the Employee, including but not limited to stock bonus awards, restricted stock, restricted stock units or stock appreciation rights (“Awards”) shall accelerate and become fully vested and, if applicable, exercisable and any forfeiture restrictions thereon shall lapse, effective as of the date of such termination of service; provided, however, that the grant agreement for the purpose of any Award that would otherwise vest upon satisfaction of performance metrics or factors other than the continuation of the Employee’s employment with the Company (the “Performance-Based Awards”) may provide for alternative treatment in lieu of the foregoing and, absent any such treatment in the grant agreement, the vesting acceleration provided for herein shall be deemed to have been met based on the achievement of the Performance-Based Award at the greater of “at target” or, if determinable, actual performance. Notwithstanding anything to the contrary herein or in any equity plan or any applicable award agreement pursuant to Awards granted thereunder, if the successor or acquiring corporation (if any) of the Company refuses to assume, convert, replace or substitute the Employee’s unvested Awards in connection with a Change in Control, each of the Employee’s unvested Awards that are not assumed, converted, replaced or substituted, shall accelerate and become fully vested and if applicable, exercisable, effective immediately prior to the Change in Control. With respect to Performance-Based Awards, the grant agreement may provide for alternative treatment in lieu of the foregoing and, absent any such treatment in the grant agreement, the vesting acceleration provided for herein shall be deemed to have been met based on the achievement of the Performance-Based Award at the greater of “at target” or, if determinable, actual performance.

Amendment to Employment Agreement. Section 5.5 of the Employment Agreement is amended and restated in its entirety as follows: “Termination without Cause or Resignation for Good Reason within 2 months prior to, or 12 months following a Change in Control. In the event of a termination of employment resulting from (i) a termination by the Company of the Employee’s employment for any reason other than Cause, death or disability (as defined in Section 22(e)(3) of the Code) or (ii) the Employee’s voluntary resignation of employment for Good Reason, in each case within 2 months prior to, or 12 months following a Change in Control, then subject to the Employee’s satisfaction of the Severance Conditions (defined above), the Employee will be entitled to to: (a) the payments and benefits referenced in Section 5.4, and ; provided that “Severance” shall also be deemed to include 100% of Employee’s then-current target bonus for the year in which such termination of employment occurs; and (b) each of the Employee’s then-outstanding unvested options to purchase shares of the Company common stock as well as any and all other stock-based awards granted to the Employee, including but not limited to stock bonus awards, restricted stock, restricted stock units or stock appreciation rights (“Awards”) shall accelerate and become fully vested and, if applicable, exercisable and any forfeiture restrictions thereon shall lapse, effective as of the date of such termination of service; provided, however, that the grant agreement for the purpose of any Award that would otherwise vest upon satisfaction of performance metrics or factors other than the continuation of the Employee’s employment with the Company (the “Performance-Based Awards”) may provide for alternative treatment in lieu of the foregoing and, absent any such treatment in the grant agreement, the vesting acceleration provided for herein shall be deemed to have been met based on the achievement of the Performance-Based Award at the greater of “at target” or, if determinable, actual performance. Notwithstanding anything to the contrary herein or in any equity plan or any applicable award agreement pursuant to Awards granted thereunder, if the successor or acquiring corporation (if any) of the Company refuses to assume, convert, replace or substitute the Employee’s unvested Awards in connection with a Change in Control, each of the Employee’s unvested Awards that are not assumed, converted, replaced or substituted, shall accelerate and become fully vested and if applicable, exercisable, effective immediately prior to the Change in Control. With respect to Performance-Based Awards, the grant agreement may provide for alternative treatment in lieu of the foregoing and, absent any such treatment in the grant agreement, the vesting acceleration provided for herein shall be deemed to have been met based on the achievement of the Performance-Based Award at the greater of “at target” or, if determinable, actual performance.

Amendment to Employment Agreement. Section 5.5 of the Employment Agreement is amended and restated in its entirety as follows: ​ “Termination without Cause or Resignation for Good Reason within 2 months prior to, or 12 months following a Change in Control. In the event of a termination of employment resulting from (i) a termination by the Company of the Employee’s employment for any reason other than Cause, death or disability (as defined in Section 22(e)(3) of the Code) or (ii) the Employee’s voluntary resignation of employment for Good Reason, in each case within 2 months prior to, or 12 months following a Change in Control, then subject to the Employee’s satisfaction of the Severance Conditions (defined above), the Employee will be entitled to to: ​ (a) the payments and benefits referenced in Section 5.4, ; provided that “Severance” shall also be deemed to include 100% of Employee’s then-current target bonus for the year in which such termination of employment occurs; and ​ (b) each of the Employee’s then-outstanding unvested options to purchase shares of the Company common stock as well as any and all other stock-based awards granted to the Employee, including but not limited to stock bonus awards, restricted stock, restricted stock units or stock appreciation rights (“Awards”) shall accelerate and become fully vested and, if applicable, exercisable and any forfeiture restrictions thereon shall lapse, effective as of the date of such termination of service; provided, however, that the grant agreement for the purpose of any Award that would otherwise vest upon satisfaction of performance metrics or factors other than the continuation of the Employee’s employment with the Company ​ ‌ ​ (the “Performance-Based Awards”) may provide for alternative treatment in lieu of the foregoing and, absent any such treatment in the grant agreement, the vesting acceleration provided for herein shall be deemed to have been met based on the achievement of the Performance-Based Award at the greater of “at target” or, if determinable, actual performance. Notwithstanding anything to the contrary herein or in any equity plan or any applicable award agreement pursuant to Awards granted thereunder, if the successor or acquiring corporation (if any) of the Company refuses to assume, convert, replace or substitute the Employee’s unvested Awards in connection with a Change in Control, each of the Employee’s unvested Awards that are not assumed, converted, replaced or substituted, shall accelerate and become fully vested and if applicable, exercisable, effective immediately prior to the Change in Control. With respect to Performance-Based Awards, the grant agreement may provide for alternative treatment in lieu of the foregoing and, absent any such treatment in the grant agreement, the vesting acceleration provided for herein shall be deemed to have been met based on the achievement of the Performance-Based Award at the greater of “at target” or, if determinable, actual performance.. ​

Amendment to Employment Agreement. Subject to and effective immediately prior to the Closing (as defined in the Purchase Agreement), the first sentence of Section 5.5 3.9(a) of the Employment Agreement is amended replaced and restated in its entirety as followssuperseded with the following: “Termination In the event that, during the Initial Term or any Renewal Term, (1) your employment is terminated by the Company without Cause or Resignation Cause, (2) you voluntarily terminate your employment for Good Reason within 2 months prior to, or 12 months following a Change in Control. In the event of a termination of employment resulting from (i3) a termination by the Company elects not to renew the term of this Agreement and you thereafter resign your employment effective upon the expiration of the Employee’s employment for any reason other than Causethen current Initial Term or Renewal Term, death or disability as applicable, then, in addition to the Accrued Obligations (as defined described in Section 22(e)(3) of the Code) or (ii) the Employee’s voluntary resignation of employment for Good Reason, in each case within 2 months prior to, or 12 months following a Change in Control, then subject to the Employee’s satisfaction of the Severance Conditions (defined above3.9(b)), the Employee will be entitled Company shall pay you an amount equal to $750,000.00, less all applicable withholding and other applicable taxes and deductions (“Severance Amount”); provided that (x) you execute and deliver to the payments and benefits referenced in Section 5.4Company, and each do not revoke, a release of the Employee’s then-outstanding unvested options to purchase shares of all claims against the Company common stock substantially in the form attached hereto as well as any and all other stock-based awards granted to the Employee, including but not limited to stock bonus awards, restricted stock, restricted stock units or stock appreciation rights Exhibit A (“AwardsRelease”) shall accelerate and become fully vested and, if applicable, exercisable and any forfeiture restrictions thereon shall lapse, effective (y) you have not materially breached as of the date of such termination any provisions of service; providedthis Agreement and do not materially breach such provisions at any time during the Relevant Period (as defined below). In addition, however, that the grant agreement for the purpose of any Award that would otherwise vest upon satisfaction of performance metrics or factors other than the continuation of the Employee’s employment with you agree to provide transition services to the Company of up to twenty (20) hours per month, which services would include being available by video conference or at the Company’s offices, as reasonably requested, for management meetings, customer meetings and similar transition meetings for a period of six months following the date on which such termination occurs (the “Performance-Based AwardsTransition Services”). As compensation for such Transition Services, the Company agrees to pay you an amount equal to $750,000.00 (the “Advisory Compensation”) may provide for alternative treatment in lieu at the end of the foregoing andsix-month period. During such period, absent any such treatment you will not be eligible to participate in the grant agreementCompany’s employee benefits plans, incentive plans and other compensatory arrangements. The parties agree that the vesting acceleration provided for herein shall Advisory Compensation will be deemed to have been met based on the achievement payable regardless of the Performance-Based Award at the greater of “at target” or, if determinable, actual performance. Notwithstanding anything to the contrary herein whether or in any equity plan or any applicable award agreement pursuant to Awards granted thereunder, if the successor or acquiring corporation (if any) of not the Company refuses to assume, convert, replace or substitute requests that you render any Transition Services during the Employee’s unvested Awards in connection with a Change in Control, each six months following the date of the Employee’s unvested Awards that are not assumed, converted, replaced or substituted, shall accelerate and become fully vested and if applicable, exercisable, effective immediately prior to the Change in Control. With respect to Performance-Based Awards, the grant agreement may provide for alternative treatment in lieu of the foregoing and, absent any such treatment in the grant agreement, the vesting acceleration provided for herein shall be deemed to have been met based on the achievement of the Performance-Based Award at the greater of “at target” or, if determinable, actual performanceyour termination.”

Amendment to Employment Agreement. Section 5.5 of The Parties agree that upon the Effective Date, Employment Agreement is hereby amended and restated as follows: 1.1 The first sentence of Section 9 is hereby amended to read in its entirety as follows: “Termination without Cause or Resignation for Good Reason If, within 2 months prior to, or 12 months following a Change in Control. In the event of a termination of employment resulting from (i) a termination by the Company of the Employee’s employment for any reason other than Cause, death or disability (as defined in Section 22(e)(3) of the Code) or (ii) the Employee’s voluntary resignation of employment for Good Reason, in each case within 2 months prior to, or 12 months following a Change in Control, then subject your employment is terminated by the Company without Cause, or by you for Good Reason; such termination of employment constitutes a “separation from service” within the meaning of the Treas. Reg. §1.409A-1(h)(1), without regard to any alternative definitions thereunder; and you sign, date, return to the Employee’s satisfaction Company and allow to become effective a release of all claims in a form satisfactory to the Company in its sole discretion (the “Release”) (provided that the effective date of such Release shall be no later than sixty (60) days following your termination of employment); then in lieu of any Severance Conditions (defined above)Benefits set forth in Section 10 herein, the Employee will you shall be entitled to receive the payments following severance benefits (the “Change in Control Severance Benefits”) 1.2 The last sentence of Section 9(b) is hereby amended to read in its entirety as follows: “The severance pay will be subject to required payroll deductions and benefits referenced in Section 5.4withholdings, and each will be paid in twenty-six (26) equal installments over a period of twelve (12) months, with such payments made on the EmployeeCompany’s then-outstanding unvested options to purchase shares of the Company common stock as well as any and all other stock-based awards granted to the Employee, including but not limited to stock bonus awards, restricted stock, restricted stock units or stock appreciation rights (“Awards”) shall accelerate and become fully vested and, if applicable, exercisable and any forfeiture restrictions thereon shall lapse, effective as of the date of such termination of servicenormal payroll schedule; provided, however, that any payments delayed pending the grant agreement for effective date of the purpose Release shall be paid in arrears on the payroll date next following such effective date; and” 1.3 The first sentence of Section 10 is hereby amended to read in its entirety as follows: “If, at any Award that would otherwise vest upon satisfaction of performance metrics or factors time other than during the continuation of the Employee’s employment with the Company (the “Performance-Based Awards”) may provide for alternative treatment in lieu of the foregoing and, absent any such treatment in the grant agreement, the vesting acceleration provided for herein shall be deemed to have been met based on the achievement of the Performance-Based Award at the greater of “at target” or, if determinable, actual performance. Notwithstanding anything to the contrary herein or in any equity plan or any applicable award agreement pursuant to Awards granted thereunder, if the successor or acquiring corporation (if any) of the Company refuses to assume, convert, replace or substitute the Employee’s unvested Awards in connection with 12 month period following a Change in Control, each your employment is terminated by the Company without Cause, or by you for Good Reason; such termination of employment constitutes a “separation from service” within the meaning of the EmployeeTreas. Reg. §1.409A-1(h)(1), without regard to any alternative definitions thereunder; and you sign, date, return to the Company and allow to become effective a release of all claims in a form satisfactory to the Company in its sole discretion (the “Release”) (provided that the effective date of such Release shall be no later than sixty (60) days following your termination of employment); then you shall be entitled to receive the following severance benefits (the “Severance Benefits”):” 1.4 The second sentence of Section 10(a), is hereby amended to read in its entirely as follows: “The severance pay will be subject to required payroll deductions and withholdings, and will be paid in thirteen (13) equal installments over a period of six (6) months, with such payments made on the Company’s unvested Awards normal payroll schedule; provided, however, that are not assumedany payments delayed pending the effective date of the Release shall be paid in arrears on the payroll date next following such effective date.” 1.5 Section 12, converted“Deferred Compensation”, replaced or substitutedis hereby amended to read in its entirety as follows: “If the Company (or, shall accelerate and become fully vested and if applicable, exercisable, effective immediately prior any successor entity thereto) determines that the severance payments and benefits provided to the Change in Control. With respect to Performance-Based Awardsyou hereunder (any such payments, the grant agreement may provide for alternative treatment in lieu “Agreement Payments”) constitute “deferred compensation” under Section 409A of the foregoing andInternal Revenue Code of 1986, absent as amended (together, with any such treatment in the grant agreementstate law of similar effect, the vesting acceleration provided for herein shall be deemed to have been met based on the achievement “Section 409A”) and if you are a “specified employee” of the Performance-Based Award at the greater of “at target” Company (or, if determinableapplicable, actual performanceany successor entity thereto), as such term is defined in Section 409A(a)(2)(B)(i) (a “Specified Employee”), then, solely to the extent necessary to avoid the imposition of the adverse personal tax consequences under Section 409A, the timing of the Agreement Payments with be delayed as follows: on the earliest to occur of (1) the date that is six months and one day after the date of termination of your employment, and (2) the date of your death (such earliest date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (i) pay to you a lump sum amount equal to the sum of the Agreement Payments that you would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Agreement Payments had not been delayed pursuant to this Section 12 and (ii) commence paying the balance of the Agreement Payments in accordance with the applicable payment schedule set forth in this Agreement. Prior to the imposition of any delay on the Agreement Payments as set forth above, it is intended that (A) each installment of the Agreement Payments be regarded as a separate “payment” for purposes of Treas. Reg. §1.409A-2(b)(2)(i), (B) all Agreement Payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treas. Reg. §1.409A-1(b)(4) and 1.409A-1(b)(9)(iii), and (C) the Agreement Payments consisting of COBRA premiums also satisfy, to the greatest extent possible, the exemption from the application of Section 409A provided under Treas. Reg. §1.409A-1(b)(9)(v).” 1.6 Section 13(b) is hereby amended to read in its entirety as follows: “If a reduction in the Payment is to be made, the reduction in payments and/or benefits shall occur, in a manner necessary to provide you with the greatest economic benefit. If more than one manner of reduction yields the greatest economic benefit, the payments and benefits shall be reduced pro rata.” Except as amended herein, the Employment Agreement, as amended by the First and Second Amendments, shall remain in full force and effect without modification.