Common use of Before a Change in Control Clause in Contracts

Before a Change in Control. If the Company terminates Executive’s employment other than for Death, Cause (as defined in § 4.2(c)) or a Disability (as defined in § 4.2(d)) before the Effective Date (as defined in § 4.2(e)(1)) of a Change in Control (as defined in § 4.2(e)(2)) or Executive resigns for Good Reason (as defined in § 4.2(f)) before such Effective Date, the Company (in lieu of any severance pay under any severance pay plans, programs or policies) shall (subject to applicable withholdings): (1) pay to Executive a lump sum amount equal to the product of (x) multiplied by (y), where (x) equals the sum of (A) and (B), with (A) equal to the Executive’s annual base salary as in effect on the date the Executive’s employment terminates and (B) equal to the amount of the Executive’s most recently paid annual bonus, and (y) equals two (2); (2) with respect to options to purchase Company stock which are granted to Executive before or after the date the Company signs this Employment Agreement, accelerate Executive’s right to exercise 100% of such still-outstanding options so that Executive has the right to exercise 100% of such still-outstanding options on the date Executive’s employment terminates, subject to the terms of the plan under which the options were granted; (3) pay to the Executive a lump sum amount equal to the product of (x) multiplied by (y), where (x) equals two times the Company’s monthly contribution on behalf of Executive under the plans, programs and policies described in § 3.4 which provide healthcare, life insurance and accidental death and dismemberment coverage to Executive immediately before Executive’s employment terminates, and (y) equals eighteen (18); and (4) make one or, if necessary, more than one Gross Up Payment (as described in and paid in accordance with §4.2(g)) to Executive, if applicable.

Before a Change in Control. If the Company terminates Executive’s employment other than for Death, Cause (as defined in § 4.2(c)) or a Disability (as defined in § 4.2(d)) before the Effective Date (as defined in § 4.2(e)(1)) of a Change in Control (as defined in § 4.2(e)(2)) or Executive resigns for Good Reason (as defined in § 4.2(f)) before such Effective Date, the Company (in lieu of any severance pay under any severance pay plans, programs or policies) shall (subject to applicable withholdings): (1) pay to Executive a lump sum amount equal to the product of (x) multiplied by (y), where (x) equals the sum of (A) and (B), with (A) equal to the Executive’s annual base salary as in effect on the date the Executive’s employment terminates and (B) equal to the amount of the Executive’s most recently paid annual bonus, and (y) equals two one (21); (2) with respect to options to purchase Company stock which are granted to Executive before or after the date the Company signs this Employment Agreement, accelerate Executive’s right to exercise 100% of such still-outstanding options so that Executive has the right to exercise 100% of such still-outstanding options on the date Executive’s employment terminates, subject to the terms of the plan under which the options were granted; (3) pay to the Executive a lump sum amount equal to the product of (x) multiplied by (y), where (x) equals two times the Company’s monthly contribution on behalf of Executive under the plans, programs and policies described in § 3.4 which provide healthcare, life insurance and accidental death and dismemberment coverage to Executive immediately before Executive’s employment terminates, and (y) equals eighteen (18); and (4) make one or, if necessary, more than one Gross Up Payment (as described in and paid in accordance with §4.2(g)) to Executive, if applicable.

Before a Change in Control. If the Company terminates Executive’s employment other than for Death, Cause (as defined in § 4.2(c)) or a Disability (as defined in § 4.2(d)) before the Effective Date (as defined in § 4.2(e)(14.2(e)(l)) of a Change in Control (as defined in § 4.2(e)(2)) or Executive resigns for Good Reason (as defined in § 4.2(f)) before such Effective Date, the Company (in lieu of any severance pay under any severance pay plans, programs or policies) shall (subject to applicable withholdings): (1) pay to Executive a lump sum amount equal to the product of (x) multiplied by (y), where (x) equals the sum of (A) and (B), with (A) equal to the Executive’s annual base salary as in effect on the date the Executive’s employment terminates and (B) equal to the amount of the Executive’s most recently paid annual bonus, and (y) equals two one (21); (2) with respect to options to purchase Company stock which are granted to Executive before or after the date the Company signs this Employment Agreement, accelerate Executive’s right to exercise 100% of such still-still- outstanding options so that Executive has the right to exercise 100% of such still-still- outstanding options on the date Executive’s employment terminates, subject to the terms of the plan under which the options were granted; (3) pay to the Executive a lump sum amount equal to the product of (x) multiplied by (y), where (x) equals two times the Company’s monthly contribution on behalf of Executive under the plans, programs and policies described in § 3.4 which provide healthcare, life insurance and accidental death and dismemberment coverage to Executive immediately before Executive’s employment terminates, and (y) equals eighteen (18); and (4) make one or, if necessary, more than one Gross Up Payment (as described in and paid in accordance with §4.2(g)) to Executive, if applicable.

Before a Change in Control. If the Company terminates Executive’s employment other than for Death, Cause (as defined in § 4.2(c)) or a Disability (as defined in § 4.2(d)) before the Effective Date (as defined in § 4.2(e)(14.2(e)(l)) of a Change in Control (as defined in § 4.2(e)(2)) or Executive resigns for Good Reason (as defined in § 4.2(f)) before such Effective Date, the Company (in lieu of any severance pay under any severance pay plans, programs or policies) shall (subject to applicable withholdings): (1) pay to Executive a lump sum amount equal to the product of (x) multiplied by (y), where (x) equals the sum of (A) and (B), with (A) equal to the Executive’s annual base salary as in effect on the date the Executive’s employment terminates and (B) equal to the amount of the Executive’s most recently paid annual bonus, and (y) equals two one (21); (2) with respect to options to purchase Company stock which are granted to Executive before or after the date the Company signs this Employment Agreement, accelerate Executive’s right to exercise 100% of such still-outstanding options so that Executive has the right to exercise 100% of such still-outstanding options on the date Executive’s employment terminates, subject to the terms of the plan under which the options were granted; (3) pay to the Executive a lump sum amount equal to the product of (x) multiplied by (y), where (x) equals two times the Company’s monthly contribution on behalf of Executive under the plans, programs and policies described in § 3.4 which provide healthcare, life insurance and accidental death and dismemberment coverage to Executive immediately before Executive’s employment terminates, and (y) equals eighteen (18); and (4) make one or, if necessary, more than one Gross Up Payment (as described in and paid in accordance with §4.2(g)) to Executive, if applicable.