Common use of Benefits Upon A Qualifying Event Clause in Contracts

Benefits Upon A Qualifying Event. In the event of any termination of employment during the Employment Term, Executive shall be entitled to the following benefits (the “Severance Benefits”) upon a Qualifying Event: (a) The Company shall pay Executive as soon as practicable a lump sum, in cash, equal to Executive’s earned but unpaid Base Salary and other vested but unpaid cash entitlements for the period through and including the date of termination of Executive’s employment, including unused earned vacation pay and unreimbursed documented business expenses (collectively, “Accrued Compensation”). In addition, Executive shall be entitled to any other vested benefits earned by Executive for the period through and including the date of termination of Executive’s employment under any other employee benefit plans and arrangements maintained by the Company, in accordance with the terms of such plans and arrangements, except as modified herein (collectively, “Accrued Benefits”). (b) The Company shall pay Executive (i) a pro rata portion (based on the number of whole and partial calendar months prior to and including the month in which the Qualifying Event occurs) of the most recent Annual Bonus or First-Year Bonus, as applicable, paid to Executive, and (ii) a lump sum severance payment in an amount equal to one times the sum of (A) the annual Base Salary in effect immediately prior to such Qualifying Event and (B) the most recent Annual Bonus or First-Year Bonus, as applicable, paid to Executive. (c) The portion of the Option which would have become vested and exercisable within the 12-month period following the date of termination shall become fully vested and exercisable on the date of such termination. The vested portion of the Option shall remain exercisable by Executive for three months following the date of such termination. (d) Except as set forth in this Section 3.03, Executive will be entitled to no other payments or benefits from the Company.

Benefits Upon A Qualifying Event. In the event of any termination of employment during the Employment TermTerm upon a Qualifying Event, Executive shall be entitled to the following benefits (the “Severance Benefits”) upon a Qualifying Event:"SEVERANCE BENEFITS"): (a) The Company shall pay Executive as soon as practicable a lump sum, in cash, equal to Executive’s 's earned but unpaid Base Salary and other vested but unpaid cash entitlements for the period through and including the date of termination of Executive’s 's employment, including unused earned vacation pay and unreimbursed documented business expenses (collectively, “Accrued Compensation”"ACCRUED COMPENSATION"). In addition, Executive shall be entitled to any other vested benefits earned by Executive for the period through and including the date of termination of Executive’s 's employment under any other employee benefit plans and arrangements maintained by the Company, in accordance with the terms of such plans and arrangements, except as modified herein (collectively, “Accrued Benefits”"ACCRUED BENEFITS"). (b) The Company shall pay Executive (i) a pro rata portion (based on continue to pay Executive's base salary for 12 months following the number date of whole and partial calendar months prior to and including the month in which the Qualifying Event occurs) of the most recent Annual Bonus or First-Year Bonus, as applicable, paid to Executive, termination and (ii) pay Executive as soon as practicable a lump sum severance payment sum, in an amount cash, equal to one times Executive's earned but unpaid bonus as of the sum date of (A) the annual Base Salary in effect immediately termination; provided that if Executive obtains full-time employment prior to the first anniversary of the date of termination, any income earned by Executive during such Qualifying Event and (B) 12 months shall be offset against the most recent Annual Bonus or First-Year Bonus, as applicable, paid to ExecutiveCompany's payment obligations under this Agreement. (c) Continuation of medical and dental benefits for Executive and his dependents substantially similar to, and at the same cost to Executive of, those provided immediately prior to the date of termination until the earlier to occur of (i) the end of the 12-month period after the date of termination and (ii) such time as Executive is covered by comparable programs of a subsequent employer. (d) The portion of any options to purchase stock in the Option Company held by Executive under the Company's employee stock option plan which would have become vested and exercisable within the 12-month period following the date of termination shall become fully vested and exercisable on the date of such termination. The vested portion of the Option shall remain exercisable by Executive for three months following the date of such termination. (de) Except as set forth in this Section 3.03, Executive will be entitled to no other payments or benefits from the Company.

Benefits Upon A Qualifying Event. In Subject to Executive's execution of an agreement in substantially the event of any termination of employment during form set forth as Exhibit A hereto, with such changes in the Employment TermCompetitor Companies named therein as the Board shall reasonably determine (the "Release") and except to the extent provided in Section 5.07 and Section 5.09, Executive shall be entitled to the following benefits (the “"Severance Benefits”") upon a Qualifying Event: (a) The Company shall pay Executive as soon as practicable a lump sum, in cash, equal to Executive’s 's earned but unpaid Base Salary and other vested earned but unpaid cash entitlements for the period through and including the date of termination of Executive’s 's employment, including unused earned and accrued vacation pay and unreimbursed documented business expenses (collectively, “"Accrued Compensation”"). In addition, Executive shall be entitled to any other vested benefits earned or accrued by Executive for the period through and including the date of termination of Executive’s 's employment under any other employee benefit plans and arrangements maintained by the Company, in accordance with the terms of such plans and arrangements, except as modified herein (collectively, “"Accrued Benefits”"). (b) The Company Company, through the second anniversary of the Qualifying Event (the "Continuation Period"), shall pay Executive (i) a pro rata portion (based on cash compensation in equal installments over 24 months at the number of whole times and partial calendar months prior to and including in accordance with the month in which the Qualifying Event occurs) of the most recent Annual Bonus or First-Year Bonusapplicable Company payroll system, as applicable, paid to Executive, and (ii) a lump sum severance payment in an amount equal to one two (2) times the sum of the amounts set forth in Clauses (Ai) the annual and (ii) below: (i) Executive's Base Salary at its highest annual rate in effect immediately prior during the period beginning on the date of the Change in Control or Change in CEO, as the case may be, to which such Qualifying Event relates, and ending on the date of such Qualifying Event; and (Bii) the most recent Annual Executive's annual target bonus opportunity for the year in which Executive's employment terminates (the "Bonus or First-Year Bonus, as applicable, paid to ExecutiveAmount"). (c) The portion Company shall also pay Executive, at the times and in the manner provided above, an amount in cash equal to Executive's target bonus opportunity for the year in which Executive's employment terminates times a fraction, the numerator of which is the Option which would have become vested and exercisable within the 12-month period following the date number of termination shall become fully vested and exercisable days in such year ending on the date of such termination. The vested portion Qualifying Event and the denominator of which is 365 (the Option shall remain exercisable by Executive for three months following the date of such termination"Basic Bonus Amount"). (d) Except as set forth in this Section 3.03In addition, Executive will shall be entitled to no other payments or the benefits from set forth below (collectively, the "Additional Benefits") through and in respect of the Continuation Period: (i) Continue to receive Executive's automobile allowance, if any, as in effect immediately prior to the Qualifying Event; (ii) Continue to participate in the Company.'s Medical Plans, provided that the Company shall reimburse Executive for Executive's total actual premium costs incurred for such period including, without limitation, 102% of such total premium costs as are incurred by Executive

Benefits Upon A Qualifying Event. In the event of any termination of employment during the Employment Term, Executive shall be entitled to the following benefits (the “Severance Benefits”) upon a Qualifying Event: (a) The Company shall pay Executive as soon as practicable a lump sum, in cash, equal to Executive’s earned but unpaid Base Salary and other vested but unpaid cash entitlements for the period through and including the date of termination of Executive’s employment, including unused earned vacation pay and unreimbursed documented business expenses (collectively, “Accrued Compensation”). In addition, Executive shall be entitled to any other vested benefits earned by Executive for the period through and including the date of termination of Executive’s employment under any other employee benefit plans and arrangements maintained by the Company, in accordance with the terms of such plans and arrangements, except as modified herein (collectively, “Accrued Benefits”). (b) The Company shall pay Executive (i) a pro rata portion (based on the number of whole and partial calendar months prior to and including the month in which the Qualifying Event occurs) of the most recent Annual Bonus or First-Year Bonus, as applicable, paid to Executive, and (ii) a lump sum severance payment in an amount equal to one times the sum of (A) the annual Base Salary in effect immediately prior to such Qualifying Event and (B) the most recent Annual Bonus or First-Year Bonus, as applicable, paid to Executive. (c) The portion of the Option which would have become vested and exercisable within the 12-month period following the date of termination shall become fully vested and exercisable on the date of such termination. The vested portion of the Option shall remain exercisable by Executive for three months following the date of such termination. In the case of retirement, the vested portion of the options shall remain exercisable by the executive for 6 months following the date of such retirement. (d) Except as set forth in this Section 3.03, Executive will be entitled to no other payments or benefits from the Company.

Benefits Upon A Qualifying Event. In Subject to Executive's execution of an agreement in substantially the event of any termination of employment during form set forth as Exhibit A hereto, with such changes in the Employment Term, Executive Competitor Companies named therein as the Board shall be entitled reasonably determine (the "Release") and except to the following benefits (the “Severance Benefits”) upon a Qualifying Event:extent provided in Section (a) The Company shall pay Executive as soon as practicable a lump sum, in cash, equal to Executive’s 's earned but unpaid Base Salary and other vested earned but unpaid cash entitlements for the period through and including the date of termination of Executive’s 's employment, including unused earned and accrued vacation pay and unreimbursed documented business expenses (collectively, “"Accrued Compensation”"). In addition, Executive shall be entitled to any other vested benefits earned or accrued by Executive for the period through and including the date of termination of Executive’s 's employment under any other employee benefit plans and arrangements maintained by the Company, in accordance with the terms of such plans and arrangements, except as modified herein (collectively, “"Accrued Benefits”"). (b) The Company Company, through the second anniversary of the Qualifying Event (the "Continuation Period"), shall pay Executive (i) a pro rata portion (based on cash compensation in equal installments over 24 months at the number of whole times and partial calendar months prior to and including in accordance with the month in which the Qualifying Event occurs) of the most recent Annual Bonus or First-Year Bonusapplicable Company payroll system, as applicable, paid to Executive, and (ii) a lump sum severance payment in an amount equal to one two (2) times the sum of the amounts set forth in Clauses (Ai) the annual and (ii) below: (i) Executive's Base Salary at its highest annual rate in effect immediately prior during the period beginning on the date of the Change in Control or Change in CEO, as the case may be, to which such Qualifying Event relates, and ending on the date of such Qualifying Event; and (Bii) the most recent Annual Executive's annual target bonus opportunity for the year in which Executive's employment terminates (the "Bonus or First-Year Bonus, as applicable, paid to ExecutiveAmount"). (c) The portion Company shall also pay Executive, at the times and in the manner provided above, an amount in cash equal to Executive's target bonus opportunity for the year in which Executive's employment terminates times a fraction, the numerator of which is the Option which would have become vested and exercisable within the 12-month period following the date number of termination shall become fully vested and exercisable days in such year ending on the date of such termination. The vested portion Qualifying Event and the denominator of which is 365 (the Option shall remain exercisable by Executive for three months following the date of such termination"Basic Bonus Amount"). (d) Except as set forth in this Section 3.03In addition, Executive will shall be entitled to no other payments or the benefits from set forth below (collectively, the "Additional Benefits") through and in respect of the Continuation Period: (i) Continue to receive Executive's automobile allowance, if any, as in effect immediately prior to the Qualifying Event; (ii) Continue to participate in the Company's Medical Plans, provided that the Company shall reimburse Executive for Executive's total 4 5 actual premium costs incurred for such period including, without limitation, 102% of such total premium costs as are incurred by Executive for "Continuation Coverage" (within the meaning of Section 4980B(f)(2) of the Code) for the last 18 months of such Period; (iii) Reimbursement for the documented costs, including laboratory and test fees, of an annual physical examination in an amount not to exceed $1,500; (iv) Reimbursement for the documented costs of annual gift and income tax preparation services and advice in an amount not to exceed $2,000 (the "Tax Preparation Benefits"); and (v) Participation in the Company's Supplemental Executive Deferred Compensation Plan up to the full amount of employee contributions permitted; provided, however, that the Company will not be required to make any matching contributions with respect to Executive's contributions during the Continuation Period.

Benefits Upon A Qualifying Event. In Subject to Executive's execution of an agreement in substantially the event of any termination of employment during form set forth as Exhibit A hereto, with such changes in the Employment TermCompetitor Companies named therein as the Board shall reasonably determine (the "Release") and except to the extent provided in Section 7.07 and Section 7.09, Executive shall be entitled to the following benefits (the “"Severance Benefits”") upon a Qualifying Event: (a) The Company shall pay Executive as soon as practicable a lump sum, in cash, equal to Executive’s 's earned but unpaid Base Salary and other vested earned but unpaid cash entitlements for the period through and including the date of termination of Executive’s 's employment, including unused earned and accrued vacation pay and unreimbursed documented business expenses (collectively, “"Accrued Compensation”"). In addition, Executive shall be entitled to any other vested benefits earned or accrued by Executive for the period through and including the date of termination of Executive’s 's employment under any other employee benefit plans and arrangements maintained by the Company, in accordance with the terms of such plans and arrangements, except as modified herein (collectively, “"Accrued Benefits”"). (b) The Company Company, through the third anniversary of the Qualifying Event (the "Continuation Period"), shall pay Executive (i) a pro rata portion (based on cash compensation in equal installments over 36 months at the number of whole times and partial calendar months prior to and including in accordance with the month in which the Qualifying Event occurs) of the most recent Annual Bonus or First-Year Bonusapplicable Company payroll system, as applicable, paid to Executive, and (ii) a lump sum severance payment in an amount equal to one three times the sum of the amounts set forth in Clauses (Ai) the annual and (ii) below: (i) Executive's Base Salary at its highest annual rate in effect immediately prior during the period beginning on the date of the Change in Control to which such Qualifying Event relates, and ending on the date of such Qualifying Event; and (Bii) Executive's Target Bonus Opportunity for the most recent Annual year in which Executive's employment terminates (the "Bonus or First-Year Bonus, as applicable, paid to ExecutiveAmount"). (c) The portion Company shall also pay Executive, at the times and in the manner provided above, an amount in cash equal to Executive's Target Bonus Opportunity for the year in which Executive's employment terminates times a fraction, the numerator of which is the Option which would have become vested and exercisable within the 12-month period following the date number of termination shall become fully vested and exercisable days in such year ending on the date of such termination. The vested portion Qualifying Event and the denominator of which is 365 (the Option shall remain exercisable by Executive for three months following the date of such termination"Basic Bonus Amount"). (d) Except as set forth in this Section 3.03In addition, Executive will shall be entitled to no other payments or the benefits from set forth below (collectively, the "Additional Benefits") through and in respect of the Continuation Period: (i) Continue to receive Executive's automobile allowance, if any, as in effect immediately prior to the Qualifying Event; (ii) Continue to participate in the Company's Medical Plans, provided that the Company shall reimburse Executive for Executive's total actual premium costs incurred for such period including, without limitation, 102% of such total premium costs as are incurred by Executive for "Continuation Coverage" (within the meaning of Section 4980B(f)(2) of the Code) for the last 18 months of such Period; (iii) Reimbursement for the documented costs, including laboratory and test fees, of an annual physical examination in an amount not to exceed $1,500; (iv) Reimbursement for the documented costs of annual gift and income tax preparation services and advice in an amount not to exceed $2,000 (the "Tax Preparation Benefits"); and (v) Participation in the Company's Supplemental Executive Deferred Compensation Plan up to the full amount of employee contributions permitted; provided, however, that the Company will not be required to make any matching contributions with respect to Executive's contributions during the Continuation Period.

Benefits Upon A Qualifying Event. In the event of any termination of employment during the Employment Term, Executive shall be entitled to the following benefits (the “Severance Benefits”) upon a Qualifying Event: (a) The Company shall pay Executive as soon as practicable a lump sum, in cash, equal to Executive’s earned but unpaid Base Salary and other vested but unpaid cash entitlements for the period through and including the date of termination of Executive’s employment, including unused earned vacation pay and unreimbursed documented business expenses (collectively, “Accrued Compensation”). In addition, Executive shall be entitled to any other vested benefits earned by Executive for the period through and including the date of termination of Executive’s employment under any other employee benefit plans and arrangements maintained by the Company, in accordance with the terms of such plans and arrangements, except as modified herein (collectively, “Accrued Benefits”). (b) The Company shall pay Executive (i) a pro rata portion (based on the number of whole and partial calendar months prior to and including the month in which the Qualifying Event occurs) of the most recent Annual Bonus or First-Year Bonus, as applicable, paid to ExecutiveExecutive less any quarterly bonus payments paid to Executive pursuant to Section 2.02 for the calendar year in which termination occurs, and (ii) a lump sum severance payment in an amount equal to one times the sum of (A) the annual Base Salary in effect immediately prior to such Qualifying Event and (B) the most recent Annual Bonus or First-Year Bonus, as applicable, paid to Executive. For the purposes of this section 3.03 (b) and section 3.05, “the most Recent Annual Bonus” shall not exceed the Target Bonus. (c) The portion of the Option which would have become vested and exercisable within the 12-month period following the date of termination shall become fully vested and exercisable on the date of such termination. The vested portion of the Option shall remain exercisable by Executive for three months following the date of such termination. (d) Except as set forth in this Section 3.03, Executive will be entitled to no other payments or benefits from the Company.

Benefits Upon A Qualifying Event. In the event of any termination of employment during the Employment Term, Executive shall be entitled to the following benefits (the “Severance Benefits”"SEVERANCE BENEFITS") upon a Qualifying Event: (a) The Company shall pay Executive as soon as practicable a lump sum, in cash, equal to (i) Executive’s 's earned but unpaid Base Salary and other vested but unpaid cash entitlements for the period through and including the date of termination of Executive’s 's employment, including unused earned vacation pay and unreimbursed documented business expenses (collectively, “Accrued Compensation”"ACCRUED COMPENSATION"). In addition, Executive shall be entitled to any other vested benefits earned by Executive for the period through and including the date of termination of Executive’s 's employment under any other employee benefit plans and arrangements maintained by the Company, in accordance with the terms of such plans and arrangements, except as modified herein (collectively, “Accrued Benefits”"ACCRUED BENEFITS"). (b) The Company shall pay Executive (i) a pro rata portion (based on the number of whole and partial calendar months prior to and including the month in which the Qualifying Event occurs) of the most recent Annual Bonus or First-Year Bonus, as applicable, paid to Executive, and (ii) soon as practicable a lump sum severance cash payment in an amount equal to one times the sum of (A) the annual Base Salary in effect immediately prior to such Qualifying Event and (B) the most recent Annual Bonus or First-Year Bonus, as applicable, paid to ExecutiveEvent. (c) The portion Options shall become 100% vested on the date of the Option which would have become vested such termination and shall be exercisable within by Executive during the 12-month period following beginning on such date. The Company shall pay to Executive promptly after such date a lump sum cash payment equal to the amount, if any, by which $4.2 million exceeds an amount equal to the difference, which shall not be less than zero, between the aggregate fair market value of the shares subject to the Options on such date and the respective exercise prices thereof; provided, however, that to extent any portion of termination such Option is exercised prior to such termination, such difference shall become fully vested be the difference between the exercise price and exercisable the fair market value of the shares subject to such exercise on the date of such termination. The vested portion of the Option shall remain exercisable by Executive for three months following the date of such termination. (d) Except as set forth in this Section 3.03, Executive will be entitled to no other payments or benefits from the Company.

Benefits Upon A Qualifying Event. In the event of any termination of employment during the Employment Term, Executive shall be entitled to the following benefits (the “Severance Benefits”) upon a Qualifying Event: (a) The Company shall pay Executive as soon as practicable a lump sum, in cash, equal to Executive’s earned but unpaid Base Salary and other vested but unpaid cash entitlements for the period through and including the date of termination of Executive’s employment, including unused earned vacation pay and unreimbursed documented business expenses (collectively, “Accrued Compensation”). In addition, Executive shall be entitled to any other vested benefits earned by Executive for the period through and including the date of termination of Executive’s employment under any other employee benefit plans and arrangements maintained by the Company, in accordance with the terms of such plans and arrangements, except as modified herein (collectively, “Accrued Benefits”). (b) The Company shall pay Executive as soon as practicable a lump sum, in cash, equal to the sum of (i) a pro rata portion (based on the number of whole and partial calendar months prior to and including the month in which the Qualifying Event occurs) of the most recent Annual Bonus or First-Year Bonus, as applicable, paid to Executive, and (ii) a lump sum severance payment in an amount equal to one 1.5 times the sum of (A) the annual Base Salary in effect immediately prior to such Qualifying Event and (B) the most recent Annual Bonus or First-Year Bonus, as applicable, paid to Executive. (c) The Any unvested portion of the Option which would have become vested and exercisable within the 12-month period following the date of termination shall become fully vested and exercisable on the date of such termination. The vested portion of the Option shall remain exercisable by Executive for three 12 months following the date of such termination. (d) Except as set forth in this Section 3.03, Executive will be entitled to no other payments or benefits from the Company.

Benefits Upon A Qualifying Event. In the event of any termination of employment during the Employment Term, Executive shall be entitled to the following benefits (the “Severance Benefits”) upon a Qualifying Event: (a) The Company shall pay Executive as soon as practicable a lump sum, in cash, equal to Executive’s earned but unpaid Base Salary and other vested but unpaid cash entitlements for the period through and including the date of termination of Executive’s employment, including unused earned vacation pay and unreimbursed documented business expenses (collectively, “Accrued Compensation”). In addition, Executive shall be entitled to any other vested benefits earned by Executive for the period through and including the date of termination of Executive’s employment under any other employee benefit plans and arrangements maintained by the Company, in accordance with the terms of such plans and arrangements, except as modified herein (collectively, “Accrued Benefits”). (b) The Company shall pay Executive (i) a pro rata portion (based on the number of whole and partial calendar months prior to and including the month in which the Qualifying Event occurs) of the most recent Annual Bonus or First-Year Bonus, as applicable, paid to Executive, Executive and (ii) a lump sum severance payment in an amount equal to one times the sum of (A) the annual Base Salary in effect immediately prior to such Qualifying Event and (B) the most recent Annual Bonus or First-Year Bonus, as applicable, paid to Executive. (c) The portion of the Option which would have become vested and exercisable within the 12-month period following the date of termination shall become fully vested and exercisable on the date of such termination. The vested portion of the Option shall remain exercisable by Executive for three months following the date of such termination. (d) Except as set forth in this Section 3.03, Executive will be entitled to no other payments or benefits from the Company.