Common use of Benefits to Employee Upon a Change of Control Termination Clause in Contracts

Benefits to Employee Upon a Change of Control Termination. In the event of a Change of Control Termination, the Employee shall be entitled to all accrued and unpaid base salary and any accrued but unused vacation through the date of termination the Employee shall be eligible to receive the following separation benefits: (a) an amount equal to the sum of (i) twelve (12) months of the Employee’s base salary as of the date of termination (which amount shall be payable in one lump sum on the next payroll date following the 30th day after the date of termination; provided, however, that if the Change in Control Date precedes the Change in Control, then such amount shall be payable in accordance with Section 5.1(a)(i) hereof), and (ii) the greater of (x) the annual discretionary target bonus established by the Board (or any other person or persons having authority with respect thereto) for the Employee for the fiscal year in which the date of termination occurs or (y) the annual bonus paid to the Employee for the most recently completed fiscal year (which amount shall be payable in one lump sum on the next payroll date following the 30th day after the date of termination); (b) the Company shall, if the Employee is eligible for and elects to continue his/her medical and/or dental health insurance coverage pursuant to COBRA, continue to contribute during the Contribution Period defined above toward the cost of the Employee’s COBRA premiums the same amount that it pays on behalf of active and similarly situated employees receiving the same type of coverage. The remaining balance of any premium costs, and all premium costs after the Contribution Period, shall be paid by the Employee on a monthly basis. After the Contribution Period, the Employee may continue receiving coverage under COBRA at his/her own cost if and to the extent that he/she remains eligible for COBRA continuation. The Employee agrees that he/she shall notify the Company in writing immediately following the date on which he/she becomes eligible for group medical and/or dental insurance coverage through another employer; and (c) during the Extended Benefits Period defined above, the Company shall continue to provide benefits to the Employee in accordance with any applicable life insurance, accident and/or disability plans under which the Employee was eligible as of the date of termination consistent with such benefits as may be provided to active and similarly situated employees covered by such plans; provided, however, that if such plans do not permit continued coverage of the Employee following the date of termination, the Company shall instead reimburse the Employee for the reasonable cost of purchasing substantially comparable coverage during the Extended Benefits Period. The Employee agrees that she shall notify the Company in writing immediately following the date on which she becomes eligible for life insurance, accident and/or disability coverage through another employer. The benefits provided and/or payments made under this subsection shall be in installments in accordance with the Company’s regular payroll practices, beginning with the payroll date following the 30th day after the date of termination; and (d) the Employee shall be entitled to immediate vesting of any unvested option shares, restricted shares and any future grants awarded to the Employee. All such equity awards (whether stock options or restricted stock grants) will remain exercisable in accordance with the applicable stock option plan or grant agreement.

Benefits to Employee Upon a Change of Control Termination. In the event of a Change of Control TerminationTermination (as defined in Section 7.2(c) below), the Employee shall be entitled to all accrued and unpaid base salary and any accrued but unused vacation through the date of termination termination. In addition, subject to the Employee’s execution and non-revocation of a binding Severance Agreement and subject to the terms and conditions of Section 18 of this Agreement, the Employee shall be eligible to receive the following separation benefits: (a) an amount equal to the sum product of (i) twelve one twelfth (121/12) months of the Employee’s then-current annualized base salary (provided, however, that if Employee’s employment is terminated by the Employee’s voluntary resignation for Good Reason as a result of the Company’s material reduction of the Employee’s base salary, then the Employee’s then-current annualized base salary shall refer to his base salary as of in effect immediately before such material reduction took effect) and (ii) the date of termination Severance Period (as defined in Section 7.2(d) below), less any amounts required to be withheld under applicable law, which amount shall be payable payable, in one lump full and in a lump-sum cash payment on the next payroll date following the 30th day after the date of terminationPayment Commencement Date; provided, however, that if the Change in Control Date precedes Employee’s date of termination occurs prior to the closing of the Change in of Control, then such amount the severance payable hereunder shall be payable paid in accordance with the manner set forth in Section 5.1(a)(i5.1(a); and (b) hereof), an amount equal to the product of (i) the Employee’s target performance-based annual bonus pursuant to Section 3.2 for the year in which the Employee’s date of termination occurs and (ii) a fraction, the greater numerator of (x) which is the annual discretionary target bonus established by the Board (or any other person or persons having authority with respect thereto) for the Employee for the fiscal year in which the date of termination occurs or (y) the annual bonus paid number equal to the Employee for Severance Period and the most recently completed fiscal year denominator of which is twelve (12), less any amounts required to be withheld under applicable law, which amount shall be payable payable, in one lump full and in a lump-sum cash payment on the next payroll date following the 30th day after the date of termination)Payment Commencement Date; (b) the Company shall, if the Employee is eligible for and elects to continue his/her medical and/or dental health insurance coverage pursuant to COBRA, continue to contribute during the Contribution Period defined above toward the cost of the Employee’s COBRA premiums the same amount that it pays on behalf of active and similarly situated employees receiving the same type of coverage. The remaining balance of any premium costs, and all premium costs after the Contribution Period, shall be paid by the Employee on a monthly basis. After the Contribution Period, the Employee may continue receiving coverage under COBRA at his/her own cost if and to the extent that he/she remains eligible for COBRA continuation. The Employee agrees that he/she shall notify the Company in writing immediately following the date on which he/she becomes eligible for group medical and/or dental insurance coverage through another employer; and (c) during the Extended Benefits Period defined above, the Company shall continue to provide benefits contributions to the Employee cost of COBRA coverage as provided in accordance with any applicable life insurancesection 5.2 hereof, accident and/or disability plans under which provided that in the Employee was eligible as event of a Change of Control Termination, such contributions shall last for the duration of the date of termination consistent with such benefits as may be provided to active and similarly situated employees covered by such plans; provided, however, that if such plans do not permit continued coverage of the Employee following the date of termination, the Company shall instead reimburse the Employee for the reasonable cost of purchasing substantially comparable coverage during the Extended Benefits Severance Period. The Employee agrees that she shall notify the Company in writing immediately following the date on which she becomes eligible for life insurance, accident and/or disability coverage through another employer. The benefits provided and/or payments made under this subsection shall be in installments in accordance with the Company’s regular payroll practices, beginning with the payroll date following the 30th day after the date of termination; and (d) the Employee shall be entitled to full and immediate vesting of any unvested option shares, restricted shares and any future grants awarded equity awards subject to time-based vesting that are outstanding at the time of the termination of the Employee’s employment. All such equity Any of the Employee’s outstanding awards (whether stock options or restricted stock grants) at the time of the termination will remain exercisable following termination to the extent set forth in accordance with the applicable stock option plan or grant agreementaward agreements.

Benefits to Employee Upon a Change of Control Termination. In the event of a Change of Control TerminationTermination (as defined in Section 7.2(c) below), the Employee shall be entitled to all accrued and unpaid base salary and any accrued but unused vacation through the date of termination termination. In addition, subject to the Employee’s execution and non-revocation of a binding severance and mutual release agreement in a form satisfactory to the Company (hereinafter, a “Severance Agreement”) and subject to the terms and conditions of Section 18 of this Agreement, the Employee shall be eligible to receive the following separation benefits: (a) an amount equal to the sum product of (i) twelve one twelfth (121/12) months of the Employee’s then-current annualized base salary (provided, however, that if Employee’s employment is terminated by the Employee’s voluntary resignation for Good Reason as a result of the Company’s material reduction of the Employee’s base salary, then the Employee’s then-current annualized base salary shall refer to his base salary as of the date of termination in effect immediately before such material reduction took effect) and (ii) six (6), less any amounts required to be withheld under applicable law, which amount shall be payable payable, in one lump full and in a lump-sum cash payment on the next payroll date following the 30th day after the date of terminationPayment Commencement Date (as defined below); provided, however, that if the Change in Control Date precedes the Change in Control, then such amount shall be payable in accordance with Section 5.1(a)(i) hereof), and (ii) the greater of (x) the annual discretionary target bonus established by the Board (or any other person or persons having authority with respect thereto) for the Employee for the fiscal year in which the Employee’s date of termination occurs or (y) the annual bonus paid prior to the Employee for closing of the most recently completed fiscal year Change of Control, then the amount payable hereunder shall instead be paid in six (which amount shall be payable 6) substantially equal monthly installments, in one lump sum accordance with the Company’s payroll practices in effect from time to time beginning on the next payroll date following the 30th day after the date of termination)Payment Commencement Date; (b) the Company shall, if amount of any bonus for the prior year that was approved but not yet paid to the Employee is eligible for and elects to continue his/her medical and/or dental health insurance coverage pursuant to COBRA, continue to contribute during at the Contribution Period defined above toward the cost time of the Employee’s COBRA premiums termination of employment, less any amounts required to be withheld under applicable law, which amount shall be paid in a manner and timing consistent with the same amount that it pays on behalf of active and payments to other similarly situated employees receiving and consistent with the same type requirements of coverage. The remaining balance Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) but in no event later than March 15 of the year following the year of performance; provided, with respect to the separation benefits described in both Sections 7.1(a) and (b), that the Severance Agreement has been executed and any premium costsapplicable revocation period with respect thereto has expired within sixty (60) days following the Employee’s date of termination (such 60th day, and all premium costs after the Contribution Period“Payment Commencement Date”), provided, however, that if the 60th day following the Employee’s date of termination occurs in the calendar year following the year of termination, then the Payment Commencement Date shall be paid by no earlier than January 1 of the Employee on a monthly basis. After the Contribution Period, the Employee may continue receiving coverage under COBRA at his/her own cost if and to the extent that he/she remains eligible for COBRA continuation. The Employee agrees that he/she shall notify the Company in writing immediately year following the date on which he/she becomes eligible for group medical and/or dental insurance coverage through another employer; andyear of termination; (c) during upon the Extended Benefits Period defined aboveEmployee’s termination from employment pursuant to this Section 7, the Company shall continue to provide benefits make contributions to the cost of COBRA (Consolidated Omnibus Budget Reconciliation Act) coverage on behalf of the Employee in accordance with and any applicable life insurance, accident and/or disability plans under which dependents for a period of six (6) months after the Employee’s termination if the Employee was eligible elects COBRA coverage, and only for so long as of the date of termination consistent with such benefits as may be provided to active and similarly situated employees covered by such planscoverage continues in force; provided, however, that if such plans do not permit continued coverage of the Employee following the date of termination, the Company shall instead reimburse the Employee for the reasonable cost of purchasing substantially comparable coverage during the Extended Benefits Period. The Employee agrees that she shall notify the Company in writing immediately following the date on which she becomes commences new employment and is eligible for life insurancea new group health plan, accident and/or disability coverage through another employer. The benefits provided and/or payments made under this subsection shall be in installments in accordance with the Company’s regular payroll practices, beginning contributions toward COBRA coverage shall end when the new employment begins. The cost of COBRA shall be determined on the same basis as the Company’s contribution to Company-provided health and dental insurance coverage in effect immediately before termination of the Employee’s employment for an active employee with the payroll date following same coverage elections. At the 30th day after end of the date of terminationsix (6) month period, the Employee may continue such COBRA, if applicable, and shall be responsible for all premiums thereafter; and (d) the Employee shall be entitled to full and immediate vesting of any unvested option shares, restricted shares and any future grants awarded equity awards subject to time-based vesting that are outstanding at the time of the termination of the Employee’s employment. All such equity Any of the Employee’s outstanding awards (whether stock options or restricted stock grants) at the time of the termination will remain exercisable following termination to the extent set forth in accordance with the applicable stock option plan or grant agreementaward agreements.

Benefits to Employee Upon a Change of Control Termination. In the event of a Change of Control Termination, the Employee shall be entitled to all accrued and unpaid base salary and any accrued but unused vacation through the date of termination the Employee shall be eligible to receive the following separation benefits: (a) an amount equal to the sum of (i) twelve (12) months of the Employee’s Employee 's base salary as of the date of termination (which amount shall be payable in one lump sum on the next payroll date following the 30th 3011 day after the date of termination; provided, however, that if the Change in Control Date precedes the Change in Control, then such amount shall be payable in accordance with Section 5.1(a)(i) hereof), and (ii) the greater of (x) the annual discretionary target bonus established by the Board (or any other person or persons having authority with respect thereto) for the Employee for the fiscal year in which the date of termination occurs or (y) the annual bonus paid to the Employee for the most recently completed fiscal year (which amount shall be payable in one lump sum on the next payroll date following the 30th day after the date of termination; provided, however, that if the Change in Control Date precedes the Change in Control, then such amount shall be payable in accordance with Section 5.1(a)(i) hereof); (b) the Company shall, if the Employee is eligible for and elects to continue his/her medical and/or dental health insurance coverage pursuant to COBRA, continue to contribute during the Contribution Period defined above toward the cost of the Employee’s 's COBRA premiums the same amount that it pays on behalf of active and similarly situated employees receiving the same type of coverage. The remaining balance of any premium costs, and all premium costs after the Contribution Period, shall be paid by the Employee on a monthly basis. After the Contribution Period, the Employee may continue receiving coverage under COBRA at his/her own cost if and to the extent that he/she remains eligible for COBRA continuation. The Employee agrees that he/she shall notify the Company in writing immediately following the date on which he/she becomes eligible for group medical and/or dental insurance coverage through another employer; and (c) during the Extended Benefits Period defined above, the Company shall continue to provide benefits to the Employee in accordance with any applicable life insurance, accident and/or disability plans under which the Employee was eligible as of the date of termination consistent with such benefits as may be provided to active and similarly situated employees covered by such plans; provided, however, that if such plans do not permit continued coverage of the Employee following the date of termination, the Company shall instead reimburse the Employee for the reasonable cost of purchasing substantially comparable coverage during the Extended Benefits Period. The Employee agrees that she shall notify the Company in writing immediately following the date on which she becomes eligible for life insurance, accident and/or disability coverage through another employer. The benefits provided and/or payments made under this subsection shall be in installments in accordance with the Company’s regular payroll practices, beginning with the payroll date following the 30th day after the date of termination; provided, however, that if the Change in Control Date precedes the Change in Control, then such amounts shall be payable in accordance with Section 5.l (c) hereof; and (d) the Employee shall be entitled to immediate vesting of any unvested option shares, restricted shares and any future grants awarded to the Employee. All such equity awards (whether stock options or restricted stock grants) will remain exercisable in accordance with the applicable stock option plan or grant agreement.

Benefits to Employee Upon a Change of Control Termination. In the event of a Change of Control TerminationTermination (as defined in Section 7.2(c) below), the Employee shall be entitled to all accrued and unpaid base salary and any accrued but unused vacation through the date of termination termination. In addition, subject to the Employee’s execution and non-revocation of a binding severance and mutual release agreement in a form satisfactory to the Company (hereinafter, a “Severance Agreement”) and subject to the terms and conditions of Section 19 of this Agreement, the Employee shall be eligible to receive the following separation benefits: (a) an amount equal to the sum product of (i) twelve one twelfth (121/12) months of the Employee’s then-current annualized base salary (provided, however, that if Employee’s employment is terminated by the Employee’s voluntary resignation for Good Reason as a result of the Company’s material reduction of the Employee’s base salary, then the Employee’s then-current annualized base salary shall refer to his base salary as of the date of termination in effect immediately before such material reduction took effect) and (ii) six (6), less any amounts required to be withheld under applicable law, which amount shall be payable payable, in one lump full and in a lump-sum cash payment on the next payroll date following the 30th day after the date of terminationPayment Commencement Date (as defined below); provided, however, that if the Change in Control Date precedes the Change in Control, then such amount shall be payable in accordance with Section 5.1(a)(i) hereof), and (ii) the greater of (x) the annual discretionary target bonus established by the Board (or any other person or persons having authority with respect thereto) for the Employee for the fiscal year in which the Employee’s date of termination occurs or (y) the annual bonus paid prior to the Employee for closing of the most recently completed fiscal year Change of Control, then the amount payable hereunder shall instead be paid in six (which amount shall be payable 6) substantially equal monthly installments, in one lump sum accordance with the Company’s payroll practices in effect from time to time beginning on the next payroll date following the 30th day after the date of termination)Payment Commencement Date; (b) the Company shall, if amount of any bonus for the prior year that was approved but not yet paid to the Employee is eligible for and elects to continue his/her medical and/or dental health insurance coverage pursuant to COBRA, continue to contribute during at the Contribution Period defined above toward the cost time of the Employee’s COBRA premiums termination of employment, less any amounts required to be withheld under applicable law, which amount shall be paid in a manner and timing consistent with the same amount that it pays on behalf of active and payments to other similarly situated employees receiving and consistent with the same type requirements of coverage. The remaining balance Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) but in no event later than March 15 of the year following the year of performance; provided, with respect to the separation benefits described in both Sections 7.1(a) and (b), that the Severance Agreement has been executed and any premium costsapplicable revocation period with respect thereto has expired within sixty (60) days following the Employee’s date of termination (such 60th day, and all premium costs after the Contribution Period“Payment Commencement Date”), provided, however, that if the 60th day following the Employee’s date of termination occurs in the calendar year following the year of termination, then the Payment Commencement Date shall be paid by no earlier than January 1 of the Employee on a monthly basis. After the Contribution Period, the Employee may continue receiving coverage under COBRA at his/her own cost if and to the extent that he/she remains eligible for COBRA continuation. The Employee agrees that he/she shall notify the Company in writing immediately year following the date on which he/she becomes eligible for group medical and/or dental insurance coverage through another employer; andyear of termination; (c) during upon the Extended Benefits Period defined aboveEmployee’s termination from employment pursuant to this Section 7, the Company shall continue to provide benefits make contributions to the cost of COBRA (Consolidated Omnibus Budget Reconciliation Act) coverage on behalf of the Employee in accordance with and any applicable life insurance, accident and/or disability plans under which dependents for a period of six (6) months after the Employee’s termination if the Employee was eligible elects COBRA coverage, and only for so long as of the date of termination consistent with such benefits as may be provided to active and similarly situated employees covered by such planscoverage continues in force; provided, however, that if such plans do not permit continued coverage of the Employee following the date of termination, the Company shall instead reimburse the Employee for the reasonable cost of purchasing substantially comparable coverage during the Extended Benefits Period. The Employee agrees that she shall notify the Company in writing immediately following the date on which she becomes commences new employment and is eligible for life insurancea new group health plan, accident and/or disability coverage through another employer. The benefits provided and/or payments made under this subsection shall be in installments in accordance with the Company’s regular payroll practices, beginning contributions toward COBRA coverage shall end when the new employment begins. The cost of COBRA shall be determined on the same basis as the Company’s contribution to Company-provided health and dental insurance coverage in effect immediately before termination of the Employee’s employment for an active employee with the payroll date following same coverage elections. At the 30th day after end of the date of terminationsix (6) month period, the Employee may continue such COBRA, if applicable, and shall be responsible for all premiums thereafter; and (d) the Employee shall be entitled to full and immediate vesting of any unvested option shares, restricted shares and any future grants awarded equity awards subject to time-based vesting that are outstanding at the time of the termination of the Employee’s employment. All such equity Any of the Employee’s outstanding awards (whether stock options or restricted stock grants) at the time of the termination will remain exercisable following termination to the extent set forth in accordance with the applicable stock option plan or grant agreementaward agreements.

Benefits to Employee Upon a Change of Control Termination. In the event of a Change of Control Termination, the Employee shall be entitled to all accrued and unpaid base salary and any accrued but unused vacation through the date of termination the Employee shall be eligible to receive the following separation benefits: (a) an amount equal to the sum of (i) twelve (12) months of the Employee’s 's base salary as of the date of termination (which amount shall be payable in one lump sum on the next payroll date following the 30th day after the date of termination; provided, however, that if the Change in Control Date precedes the Change in Control, then such amount shall be payable in accordance with Section 5.1(a)(i5.l(a)(i) hereof), and (ii) the greater of (x) the annual discretionary target bonus established by the Board (or any other person or persons having authority with respect thereto) for the Employee for the fiscal year in which the date of termination occurs or (y) the annual bonus paid to the Employee for the most recently completed fiscal year (which amount shall be payable in one lump sum on the next payroll date following the 30th day after the date of termination; provided, however, that if the Change in Control Date precedes the Change in Control, then such amount shall be payable in accordance with Section 5.l(a)(i) hereof); (b) the Company shall, if the Employee is eligible for and elects to continue his/her medical and/or dental health insurance coverage pursuant to COBRA, continue to contribute during the Contribution Period defined above toward the cost of the Employee’s 's COBRA premiums the same amount that it pays on behalf of active and similarly situated employees receiving the same type of coverage. The remaining balance of any premium costs, and all premium costs after the Contribution Period, shall be paid by the Employee on a monthly basis. After the Contribution Period, the Employee may continue receiving coverage under COBRA at his/her own cost if and to the extent that he/she remains eligible for COBRA continuation. The Employee agrees that he/she shall notify the Company in writing immediately following the date on which he/she becomes eligible for group medical and/or dental insurance coverage through another employer; and (c) during the Extended Benefits Period defined above, the Company shall continue to provide benefits to the Employee in accordance with any applicable life insurance, accident and/or disability plans under which the Employee was eligible as of the date of termination consistent with such benefits as may be provided to active and similarly situated employees covered by such plans; provided, however, that if such plans do not permit continued coverage of the Employee following the date of termination, the Company shall instead reimburse the Employee for the reasonable cost of purchasing substantially comparable coverage during the Extended Benefits Period. The Employee agrees that he/she shall notify the Company in writing immediately following the date on which she he/sl1e becomes eligible for life insurance, accident and/or disability coverage through another employer. The benefits provided and/or payments made under this subsection shall be in installments in accordance with the Company’s 's regular payroll practices, beginning with the payroll date following the 30th day after the date of termination; provided, however, that if the Change in Control Date precedes the Change in Control, then such amounts shall be payable in accordance with Section 5.l(c) hereof; and (d) the Employee shall be entitled to immediate vesting of any unvested option shares, restricted shares and any future grants awarded to the Employee. All such equity awards (whether stock options or restricted stock grants) will remain exercisable in accordance with the applicable stock option plan or grant agreement.

Benefits to Employee Upon a Change of Control Termination. In the event of a Change of Control Termination, the Employee shall be entitled to all accrued and unpaid base salary and any accrued but unused vacation through the date of termination and the Employee shall be eligible to receive the following separation benefits: (a) an amount equal to the sum of (i) twelve (12) months of the Employee’s 's base salary as of the date of termination (which amount shall be payable in one lump sum on the next payroll date following the 30th day after the date of termination; provided, however, that if the Change in Control Date precedes the Change in Control, then such amount shall be payable in accordance with Section 5.1(a)(i) hereof), and (ii) the greater of (x) the annual discretionary target bonus established by the Board (or any other person or persons having authority with respect thereto) for the Employee for the fiscal year in which the date of termination occurs or (y) the annual bonus paid to the Employee for the most recently completed fiscal year (which amount shall be payable in one lump sum on the next payroll date following the 30th day after the date of termination); (b) the Company shall, if the Employee is eligible for and elects to continue his/her medical and/or dental health insurance coverage pursuant to COBRA, continue to contribute during for a period of twelve (12) months following the Contribution Period defined above Date of Termination (the "Extended Benefits Period") toward the cost of the Employee’s 's monthly COBRA premiums the same amount that it pays on behalf of active and similarly situated employees receiving the same type of coverage. The remaining balance of any monthly premium costs, and all premium costs after the Contribution Extended Benefits Period, shall be paid by the Employee on a monthly basis. In the event that Employee fails to timely pay his/her portion of the monthly COBRA premium during the Extended Benefits Period, the Company shall have no further obligation to pay any portion of the monthly COBRA premium for any remaining portion of the Extended Benefits Period and, in that event, Employee shall be solely responsible for paying the entire monthly COBRA premium for the remaining portion of the Extended Benefits Period. After the Contribution Extended Benefits Period, the Employee may continue receiving coverage under COBRA at his/her own sole cost if and to the extent that he/she remains eligible for COBRA continuation. The Employee agrees that he/she shall notify the Company in writing immediately following the date on which he/she becomes eligible for group medical and/or dental insurance coverage through another employer; and (c) during the Extended Benefits Period defined above, the Company shall continue to provide benefits to the Employee in accordance with any applicable life insurance, accident and/or disability plans under which the Employee was eligible as of the date of termination consistent with such benefits as may be provided to active and similarly situated employees covered by such plans; provided, however, that if such plans do not permit continued coverage of the Employee following the date of termination, the Company shall instead reimburse the Employee for the reasonable cost of purchasing substantially comparable coverage during the Extended Benefits Period. The Employee agrees that she shall notify the Company in writing immediately following the date on which she becomes eligible for life insurance, accident and/or disability coverage through another employer. The benefits provided and/or payments made under this subsection shall be in installments in accordance with the Company’s 's regular payroll practices, beginning with the payroll date following the 30th 30'" day after the date of termination; and (d) the Employee shall be entitled to immediate vesting of any unvested option shares, restricted shares and any future other equity grants awarded to the EmployeeEmployee prior to the Date of Termination, in each case that are unvested as of the Date of Termination. All such equity awards (whether stock options or options, restricted stock grantsgrants or otherwise) will remain exercisable in accordance with the applicable stock option plan or grant agreement.

Benefits to Employee Upon a Change of Control Termination. In the event of a Change of Control TerminationTermination (as defined in Section 7.2(c) below), the Employee shall be entitled to all accrued and unpaid base salary and any accrued but unused vacation through the date of termination termination. In addition, subject to the Employee’s execution and non-revocation of a binding Severance Agreement and subject to the terms and conditions of Section 18 of this Agreement, the Employee shall be eligible to receive the following separation benefits: (a) an amount equal to the sum product of (i) twelve one twelfth (121/12) months of the Employee’s then-current annualized base salary (provided, however, that if Employee’s employment is terminated by the Employee’s voluntary resignation for Good Reason as a result of the Company’s material reduction of the Employee’s base salary, then the Employee’s then-current annualized base salary shall refer to his base salary as of the date of termination in effect immediately before such material reduction took effect) and (ii) eighteen (18) months, less any amounts required to be withheld under applicable law, which amount shall be payable payable, in one lump full and in a lump-sum cash payment on the next payroll date following the 30th day after the date of terminationPayment Commencement Date; provided, however, that if the Change in Control Date precedes Employee’s date of termination occurs prior to the closing of the Change in of Control, then such amount the severance payable hereunder shall be payable paid in accordance with the manner set forth in Section 5.1(a)(i5.1(a); and (b) hereof), an amount equal to the product of (i) the higher of (x) Employee’s target performance-based annual bonus pursuant to Section 3.2 for the year in which the Employee’s date of termination occurs and (y) the performance-based annual bonus paid to Employee for the year immediately preceding the year in which the Employee’s date of termination occurs and (ii) the greater of (x) the annual discretionary target bonus established by the Board (or 1.5, less any other person or persons having authority with respect thereto) for the Employee for the fiscal year in which the date of termination occurs or (y) the annual bonus paid amounts required to the Employee for the most recently completed fiscal year (be withheld under applicable law, which amount shall be payable payable, in one lump full and in a lump-sum cash payment on the next payroll date following the 30th day after the date of termination)Payment Commencement Date; (b) the Company shall, if the Employee is eligible for and elects to continue his/her medical and/or dental health insurance coverage pursuant to COBRA, continue to contribute during the Contribution Period defined above toward the cost of the Employee’s COBRA premiums the same amount that it pays on behalf of active and similarly situated employees receiving the same type of coverage. The remaining balance of any premium costs, and all premium costs after the Contribution Period, shall be paid by the Employee on a monthly basis. After the Contribution Period, the Employee may continue receiving coverage under COBRA at his/her own cost if and to the extent that he/she remains eligible for COBRA continuation. The Employee agrees that he/she shall notify the Company in writing immediately following the date on which he/she becomes eligible for group medical and/or dental insurance coverage through another employer; and (c) during the Extended Benefits Period defined above, the Company shall continue to provide benefits contributions to the Employee in accordance with any applicable life insurance, accident and/or disability plans under which the Employee was eligible as of the date of termination consistent with such benefits as may be provided to active and similarly situated employees covered by such plans; provided, however, that if such plans do not permit continued coverage of the Employee following the date of termination, the Company shall instead reimburse the Employee for the reasonable cost of purchasing substantially comparable COBRA coverage during as provided in section 5.2 hereof, provided that in the Extended Benefits Period. The Employee agrees that she event of a Change of Control Termination, such contributions shall notify the Company in writing immediately following the date on which she becomes eligible last for life insurance, accident and/or disability coverage through another employer. The benefits provided and/or payments made under this subsection shall be in installments in accordance with the Company’s regular payroll practices, beginning with the payroll date following the 30th day after the date of terminationeighteen (18) months; and (d) the Employee shall be entitled to full and immediate vesting of any unvested option shares, restricted shares and any future grants awarded equity awards subject to time-based vesting that are outstanding at the time of the termination of the Employee’s employment. All such equity Any of the Employee’s outstanding awards (whether stock options or restricted stock grants) at the time of the termination will remain exercisable following termination to the extent set forth in accordance with the applicable stock option plan or grant agreementaward agreements.

Benefits to Employee Upon a Change of Control Termination. In the event of a Change of Control Termination, the Employee shall be entitled to all accrued and unpaid base salary and any accrued but unused vacation through the date of termination the Employee shall be eligible to receive the following separation benefits: (a) an amount equal to the sum of (i) twelve (12) months of the Employee’s base salary as of the date of termination (which amount shall be payable in one lump sum on the next payroll date following the 30th day after the date of termination; provided, however, that if the Change in Control Date precedes the Change in Control, then such amount shall be payable in accordance with Section 5.1(a)(i) hereof), and (ii) the greater of (x) the annual discretionary target bonus established by the Board (or any other person or persons having authority with respect thereto) for the Employee for the fiscal year in which the date of termination occurs or (y) the annual bonus paid to the Employee for the most recently completed fiscal year (which amount shall be payable in one lump sum on the next payroll date following the 30th day after the date of termination; provided, however, that if the Change in Control Date precedes the Change in Control, then such amount shall be payable in accordance with Section 5.1(a)(i) hereof); (b) the Company shall, if the Employee is eligible for and elects to continue his/her medical and/or dental health insurance coverage pursuant to COBRA, continue to contribute during the Contribution Period defined above toward the cost of the Employee’s COBRA premiums the same amount that it pays on behalf of active and similarly situated employees receiving the same type of coverage. The remaining balance of any premium costs, and all premium costs after the Contribution Period, shall be paid by the Employee on a monthly basis. After the Contribution Period, the Employee may continue receiving coverage under COBRA at his/her own cost if and to the extent that he/she remains eligible for COBRA continuation. The Employee agrees that he/she shall notify the Company in writing immediately following the date on which he/she becomes eligible for group medical and/or dental insurance coverage through another employer; and (c) during the Extended Benefits Period defined above, the Company shall continue to provide benefits to the Employee in accordance with any applicable life insurance, accident and/or disability plans under which the Employee was eligible as of the date of termination consistent with such benefits as may be provided to active and similarly situated employees covered by such plans; provided, however, that if such plans do not permit continued coverage of the Employee following the date of termination, the Company shall instead reimburse the Employee for the reasonable cost of purchasing substantially comparable coverage during the Extended Benefits Period. The Employee agrees that she shall notify the Company in writing immediately following the date on which she becomes eligible for life insurance, accident and/or disability coverage through another employer. The benefits provided and/or payments made under this subsection shall be in installments in accordance with the Company’s regular payroll practices, beginning with the payroll date following the 30th day after the date of termination; provided, however, that if the Change in Control Date precedes the Change in Control, tehn such amounts shall be payable in accordance with Section 5.1(c) hereof; and (d) the Employee shall be entitled to immediate vesting of any unvested option shares, restricted shares and any future grants awarded to the Employee. All such equity awards (whether stock options or restricted stock grants) will remain exercisable in accordance with the applicable stock option plan or grant agreement.

Benefits to Employee Upon a Change of Control Termination. In the event of a Change of Control TerminationTermination (as defined in Section 7.2(c) below), the Employee shall be entitled to all accrued and unpaid base salary and any accrued but unused vacation through the date of termination termination. In addition, subject to the Employee’s execution and non-revocation of a binding Severance Agreement and subject to the terms and conditions of Section 18 of this Agreement, the Employee shall be eligible to receive the following separation benefits: (a) an amount equal to the sum product of (i) twelve one twelfth (121/12) months of the Employee’s then-current annualized base salary (provided, however, that if Employee’s employment is terminated by the Employee’s voluntary resignation for Good Reason as a result of the Company’s material reduction of the Employee’s base salary, then the Employee’s then-current annualized base salary shall refer to her base salary as of in effect immediately before such material reduction took effect) and (ii) the date of termination Severance Period (as defined in Section 7.2(d) below), less any amounts required to be withheld under applicable law, which amount shall be payable payable, in one lump full and in a lump-sum cash payment on the next payroll date following the 30th day after the date of terminationPayment Commencement Date; provided, however, that if the Change in Control Date precedes Employee’s date of termination occurs prior to the closing of the Change in of Control, then such amount the severance payable hereunder shall be payable paid in accordance with the manner set forth in Section 5.1(a)(i5.1(a); and (b) hereof), an amount equal to the product of (i) the Employee’s target performance-based annual bonus pursuant to Section 3.2 for the year in which the Employee’s date of termination occurs and (ii) a fraction, the greater numerator of (x) which is the annual discretionary target bonus established by the Board (or any other person or persons having authority with respect thereto) for the Employee for the fiscal year in which the date of termination occurs or (y) the annual bonus paid number equal to the Employee for Severance Period and the most recently completed fiscal year denominator of which is twelve (12), less any amounts required to be withheld under applicable law, which amount shall be payable payable, in one lump full and in a lump-sum cash payment on the next payroll date following the 30th day after the date of termination)Payment Commencement Date; (b) the Company shall, if the Employee is eligible for and elects to continue his/her medical and/or dental health insurance coverage pursuant to COBRA, continue to contribute during the Contribution Period defined above toward the cost of the Employee’s COBRA premiums the same amount that it pays on behalf of active and similarly situated employees receiving the same type of coverage. The remaining balance of any premium costs, and all premium costs after the Contribution Period, shall be paid by the Employee on a monthly basis. After the Contribution Period, the Employee may continue receiving coverage under COBRA at his/her own cost if and to the extent that he/she remains eligible for COBRA continuation. The Employee agrees that he/she shall notify the Company in writing immediately following the date on which he/she becomes eligible for group medical and/or dental insurance coverage through another employer; and (c) during the Extended Benefits Period defined above, the Company shall continue to provide benefits contributions to the Employee cost of COBRA coverage as provided in accordance with any applicable life insurancesection 5.2 hereof, accident and/or disability plans under which provided that in the Employee was eligible as event of a Change of Control Termination, such contributions shall last for the duration of the date of termination consistent with such benefits as may be provided to active and similarly situated employees covered by such plans; provided, however, that if such plans do not permit continued coverage of the Employee following the date of termination, the Company shall instead reimburse the Employee for the reasonable cost of purchasing substantially comparable coverage during the Extended Benefits Severance Period. The Employee agrees that she shall notify the Company in writing immediately following the date on which she becomes eligible for life insurance, accident and/or disability coverage through another employer. The benefits provided and/or payments made under this subsection shall be in installments in accordance with the Company’s regular payroll practices, beginning with the payroll date following the 30th day after the date of termination; and (d) the Employee shall be entitled to full and immediate vesting of any unvested option shares, restricted shares and any future grants awarded equity awards subject to time-based vesting that are outstanding at the time of the termination of the Employee’s employment. All such equity Any of the Employee’s outstanding awards (whether stock options or restricted stock grants) at the time of the termination will remain exercisable following termination to the extent set forth in accordance with the applicable stock option plan or grant agreementaward agreements.

Benefits to Employee Upon a Change of Control Termination. In the event of a Change of Control TerminationTermination (as defined in Section 7.2(c) below), the Employee shall be entitled to all accrued and unpaid base salary and any accrued but unused vacation through the date of termination termination. In addition, subject to the Employee’s execution and non- revocation of a binding severance and mutual release agreement in a form satisfactory to the Company (hereinafter, a “Severance Agreement”) and subject to the terms and conditions of Section 19 of this Agreement, the Employee shall be eligible to receive the following separation benefits: (a) an amount equal to the sum product of (i) twelve one twelfth (121/12) months of the Employee’s then-current annualized base salary (provided, however, that if Employee’s employment is terminated by the Employee’s voluntary resignation for Good Reason as a result of the Company’s material reduction of the Employee’s base salary, then the Employee’s then- current annualized base salary shall refer to her base salary as of the date of termination in effect immediately before such material reduction took effect) and (ii) six (6), less any amounts required to be withheld under applicable law, which amount shall be payable payable, in one lump full and in a lump-sum cash payment on the next payroll date following the 30th day after the date of terminationPayment Commencement Date (as defined below); provided, however, that if the Change in Control Date precedes the Change in Control, then such amount shall be payable in accordance with Section 5.1(a)(i) hereof), and (ii) the greater of (x) the annual discretionary target bonus established by the Board (or any other person or persons having authority with respect thereto) for the Employee for the fiscal year in which the Employee’s date of termination occurs or (y) the annual bonus paid prior to the Employee for closing of the most recently completed fiscal year Change of Control, then the amount payable hereunder shall instead be paid in six (which amount shall be payable 6) substantially equal monthly installments, in one lump sum accordance with the Company’s payroll practices in effect from time to time beginning on the next payroll date following the 30th day after the date of termination)Payment Commencement Date; (b) the Company shall, if amount of any bonus for the prior year that was approved but not yet paid to the Employee is eligible for and elects to continue his/her medical and/or dental health insurance coverage pursuant to COBRA, continue to contribute during at the Contribution Period defined above toward the cost time of the Employee’s COBRA premiums termination of employment, less any amounts required to be withheld under applicable law, which amount shall be paid in a manner and timing consistent with the same amount that it pays on behalf of active and payments to other similarly situated employees receiving and consistent with the same type requirements of coverage. The remaining balance Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) but in no event later than March 15 of the year following the year of performance; provided, with respect to the separation benefits described in both Sections 7.1(a) and (b), that the Severance Agreement has been executed and any premium costsapplicable revocation period with respect thereto has expired within sixty (60) days following the Employee’s date of termination (such 60th day, and all premium costs after the Contribution Period“Payment Commencement Date”), provided, however, that if the 60th day following the Employee’s date of termination occurs in the calendar year following the year of termination, then the Payment Commencement Date shall be paid by no earlier than January 1 of the Employee on a monthly basis. After the Contribution Period, the Employee may continue receiving coverage under COBRA at his/her own cost if and to the extent that he/she remains eligible for COBRA continuation. The Employee agrees that he/she shall notify the Company in writing immediately year following the date on which he/she becomes eligible for group medical and/or dental insurance coverage through another employer; andyear of termination; (c) during upon the Extended Benefits Period defined aboveEmployee’s termination from employment pursuant to this Section 7, the Company shall continue to provide benefits make contributions to the cost of COBRA (Consolidated Omnibus Budget Reconciliation Act) coverage on behalf of the Employee in accordance with and any applicable life insurance, accident and/or disability plans under which dependents for a period of six (6) months after the Employee’s termination if the Employee was eligible elects COBRA coverage, and only for so long as of the date of termination consistent with such benefits as may be provided to active and similarly situated employees covered by such planscoverage continues in force; provided, however, that if such plans do not permit continued coverage of the Employee following the date of termination, the Company shall instead reimburse the Employee for the reasonable cost of purchasing substantially comparable coverage during the Extended Benefits Period. The Employee agrees that she shall notify the Company in writing immediately following the date on which she becomes commences new employment and is eligible for life insurancea new group health plan, accident and/or disability coverage through another employer. The benefits provided and/or payments made under this subsection shall be in installments in accordance with the Company’s regular payroll practices, beginning contributions toward COBRA coverage shall end when the new employment begins. The cost of COBRA shall be determined on the same basis as the Company’s contribution to Company-provided health and dental insurance coverage in effect immediately before termination of the Employee’s employment for an active employee with the payroll date following same coverage elections. At the 30th day after end of the date of terminationsix (6) month period, the Employee may continue such COBRA, if applicable, and shall be responsible for all premiums thereafter; and (d) the Employee shall be entitled to full and immediate vesting of any unvested option shares, restricted shares and any future grants awarded equity awards subject to time- based vesting that are outstanding at the time of the termination of the Employee’s employment. All such equity Any of the Employee’s outstanding awards (whether stock options or restricted stock grants) at the time of the termination will remain exercisable following termination to the extent set forth in accordance with the applicable stock option plan or grant agreementaward agreements.

Benefits to Employee Upon a Change of Control Termination. In the event of a Change of Control Termination, the Employee shall be entitled to all accrued and unpaid base salary and any accrued but unused vacation through the date of termination termination. In addition, the Employee shall be eligible to receive the following separation benefits: (a) an amount equal to the sum of (i) twelve (12) months of the Employee’s base salary as of the date of termination (which amount shall be payable in one lump sum on the next payroll date following the 30th day after the date of termination; provided, however, that if the Change in Control Date precedes the Change in Control, then such amount shall be payable in accordance with Section 5.1(a)(i) hereof), and (ii) the greater of (x) the annual discretionary target bonus established by the Board (or any other person or persons having authority with respect thereto) for the Employee for the fiscal year in which the date of termination occurs or (y) the annual bonus paid to the Employee for the most recently completed fiscal year (which amount shall be payable in one lump sum on the next payroll date following the 30th day after the date of termination); (b) the Company shall, if the Employee is eligible for and elects to continue his/her medical and/or dental health insurance coverage pursuant to COBRA, continue to contribute during the Contribution Period defined above toward the cost of the Employee’s COBRA premiums the same amount that it pays on behalf of active and similarly situated employees receiving the same type of coverage. The remaining balance of any premium costs, and all premium costs after the Contribution Period, shall be paid by the Employee on a monthly basis. After the Contribution Period, the Employee may continue receiving coverage under COBRA at his/her own cost if and to the extent that he/she remains eligible for COBRA continuation. The Employee agrees that he/she shall notify the Company in writing immediately following the date on which he/she becomes eligible for group medical and/or dental insurance coverage through another employer; and (c) during the Extended Benefits Period defined above, the Company shall continue to provide benefits to the Employee in accordance with any applicable life insurance, accident and/or disability plans under which the Employee was eligible as of the date of termination consistent with such benefits as may be provided to active and similarly situated employees covered by such plans; provided, however, that if such plans do not permit continued coverage of the Employee following the date of termination, the Company shall instead reimburse the Employee for the reasonable cost of purchasing substantially comparable coverage during the Extended Benefits Period. The Employee agrees that she shall notify the Company in writing immediately following the date on which she becomes eligible for life insurance, accident and/or disability coverage through another employer. The benefits provided and/or payments made under this subsection shall be in installments in accordance with the Company’s regular payroll practices, beginning with the payroll date following the 30th day after the date of termination; and (d) the Employee shall be entitled to immediate vesting of any unvested option shares, restricted shares and any future grants awarded to the Employee. All such equity awards (whether stock options or restricted stock grants) will remain exercisable in accordance with the applicable stock option plan or grant agreement.

Benefits to Employee Upon a Change of Control Termination. In the event of a Change of Control Termination, the Employee shall be entitled to all accrued and unpaid base salary and any accrued but unused vacation through the date of termination and the Employee shall be eligible to receive the following separation benefits: (a) an amount equal to the sum of (i) twelve (12) months of the Employee’s 's base salary as of the date of termination (which amount shall be payable in one lump sum on the next payroll date following the 30th 30'" day after the date of termination; provided, however, that if the Change in Control Date precedes the Change in Control, then such amount shall be payable in accordance with Section 5.1(a)(i) hereof), and (ii) the greater of (x) the annual discretionary target bonus established by the Board (or any other person or persons having authority with respect thereto) for the Employee for the fiscal year in which the date of termination occurs or (y) the annual bonus paid to the Employee for the most recently completed fiscal year (which amount shall be payable in one lump sum on the next payroll date following the 30th day after the date of termination); (b) the Company shall, if the Employee is eligible for and elects to continue his/her medical and/or dental health insurance coverage pursuant to COBRA, continue to contribute during for a period of twelve (12) months following the Contribution Period defined above Date of Termination (the "Extended Benefits Period") toward the cost of the Employee’s 's monthly COBRA premiums the same amount that it pays on behalf of active and similarly situated employees receiving the same type of coverage. The remaining balance of any monthly premium costs, and all premium costs after the Contribution Extended Benefits Period, shall be paid by the Employee on a monthly basis. In the event that Employee fails to timely pay his/her portion of the monthly COBRA premium during the Extended Benefits Period, the Company shall have no further obligation to pay any portion of the monthly COBRA premium for any remaining portion of the Extended Benefits Period and, in that event, Employee shall be solely responsible for paying the entire monthly COBRA premium for the remaining portion of the Extended Benefits Period. After the Contribution Extended Benefits Period, the Employee may continue receiving coverage under COBRA at his/her own sole cost if and to the extent that he/she remains eligible for COBRA continuation. The Employee agrees that he/she shall notify the Company in writing immediately following the date on which he/she becomes eligible for group medical and/or dental insurance coverage through another employer; and (c) during the Extended Benefits Period defined above, the Company shall continue to provide benefits to the Employee in accordance with any applicable life insurance, accident and/or disability plans under which the Employee was eligible as of the date of termination consistent with such benefits as may be provided to active and similarly situated employees covered by such plans; provided, however, that if such plans do not permit continued coverage of the Employee following the date of termination, the Company shall instead reimburse the Employee for the reasonable cost of purchasing substantially comparable coverage during the Extended Benefits Period. The Employee agrees that she shall notify the Company in writing immediately following the date on which she becomes eligible for life insurance, accident and/or disability coverage through another employer. The benefits provided and/or payments made under this subsection shall be in installments in accordance with the Company’s 's regular payroll practices, beginning with the payroll date following the 30th 30'h day after the date of termination; and (d) the Employee shall be entitled to immediate vesting of any unvested option shares, restricted shares and any future other equity grants awarded to the EmployeeEmployee prior to the Date of Termination, in each case that are unvested as of the Date of Termination. All such equity awards (whether stock options or options, restricted stock grantsgrants or otherwise) will remain exercisable in accordance with the applicable stock option plan or grant agreement.

Benefits to Employee Upon a Change of Control Termination. In the event of a Change of Control Termination, the Employee shall be entitled to all accrued and unpaid base salary and any accrued but unused vacation through the date of termination the Employee shall be eligible to receive the following separation benefits: (a) an amount equal to the sum of (i) twelve (12) months of the Employee’s 's base salary as of the date of termination (which amount shall be payable in one lump sum on the next payroll date following the 30th 30'h day after the date of termination; provided, however, that if the Change in Control Date precedes the Change in Control, then such amount shall be payable in accordance with Section 5.1(a)(i5. l (a)(i) hereof), and (ii) the greater of (x) the annual discretionary target bonus established by the Board (or any other person or persons having authority with respect thereto) for the Employee for the fiscal year in which the date of termination occurs or (y) the annual bonus paid to the Employee for the most recently completed fiscal year (which amount shall be payable in one lump sum on the next payroll date following the 30th day after the date of termination; provided, however, that if the Change in Control Date precedes the Change in Control, then such amount shall be payable in accordance with Section 5.l(a)(i) hereof); (b) the Company shall, if the Employee is eligible for and elects to continue his/her medical and/or dental health insurance coverage pursuant to COBRA, continue to contribute during the Contribution Period defined above toward the cost of the Employee’s 's COBRA premiums the same amount that it pays on behalf of active and similarly situated employees receiving the same type of coverage. The remaining balance of any premium costs, and all premium costs after the Contribution Period, shall be paid by the Employee on a monthly basis. After the Contribution Period, the Employee may continue receiving coverage under COBRA at his/her own cost if and to the extent that he/she remains eligible for COBRA continuation. The Employee agrees that he/she shall notify the Company in writing immediately following the date on which he/she becomes eligible for group medical and/or dental insurance coverage through another employer; and (c) during the Extended Benefits Period defined above, the Company shall continue to provide benefits to the Employee in accordance with any applicable life insurance, accident and/or disability plans under which the Employee was eligible as of the date of termination consistent with such benefits as may be provided to active and similarly situated employees covered by such plans; provided, however, that if such plans do not permit continued coverage of the Employee following the date of termination, the Company shall instead reimburse the Employee for the reasonable cost of purchasing substantially comparable coverage during the Extended Benefits Period. The Employee agrees that she shall notify the Company in writing immediately following the date on which she becomes eligible for life insurance, accident and/or disability coverage through another employer. The benefits provided and/or payments made under this subsection shall be in installments in accordance with the Company’s 's regular payroll practices, beginning with the payroll date following the 30th 30'" day after the date of termination; provided, however, that if the Change in Control Date precedes the Change in Control, then such amounts shall be payable in accordance with Section 5. 1(c) hereof; and (d) the Employee shall be entitled to immediate vesting of any unvested option shares, restricted shares and any future grants awarded to the Employee. All such equity awards (whether stock options or restricted stock grants) will remain exercisable in accordance with the applicable stock option plan or grant agreement.