Common use of Benefits Upon Termination without Cause or for Good Reason in Connection with a Change in Control Clause in Contracts

Benefits Upon Termination without Cause or for Good Reason in Connection with a Change in Control. In the event Executive’s employment with the Company is terminated by the Company or successor to the Company without Cause (and other than as a result of Executive’s death or disability) or Executive terminates his employment for Good Reason, in each case during the period beginning on the execution of a definitive written agreement that if consummated in accordance with its terms would result in a Change in Control and ending on the earlier of (1) the termination of such agreement or (2) twelve (12) months following the consummation of a Change in Control pursuant to such agreement (such period of time, the “Change in Control Period”), then subject to Executive’s delivery to the Company or successor to the Company of a Release and Waiver within the applicable time period set forth therein, but in no event later than forty-five (45) days following termination of Executive’s employment, and permitting such Release and Waiver to become fully effective in accordance with its terms, the Company or successor to the Company, if applicable, shall provide Executive with the following severance benefits hereunder: (i) Severance pay in the form of a single lump sum payment equal to the sum of (x) one hundred percent (100%) of Executive’s Annual Base Salary and (y) the arithmetic mean of Executive’s annual bonuses, if any, paid or payable for the three full calendar years completed prior to the date of termination (it being understood that if Executive received or will receive no bonus from the Company for one or more of such prior calendar years, the years in which no bonus was paid or payable shall be disregarded and the arithmetic mean of Executive’s bonuses for the remaining years (if any) shall be used) pro rated based on the ratio that the number of days from the beginning of the calendar year in which such termination occurs through the date of termination bears to 365. Such payment shall be calculated ignoring any decrease in Executive’s Annual Base Salary that forms the basis for Executive’s termination for Good Reason, if applicable, and shall be made on the first regular payroll date of the Company following the effective date of the Release and Waiver and in no event later than March 15 of the year immediately following the year in which Executive’s termination occurs. (ii) Notwithstanding any contrary terms of any stock option grant, option agreement or other equity award agreement between the Company and Executive, all outstanding stock options and other equity awards covering the Company common stock held by Executive as of the date of termination that are subject to time-based vesting requirements shall accelerate in full. Subject to Section 4, nothing contained in this Section 3 or otherwise under this Agreement shall limit Executive’s right to receive a payout of Executive’s accrued but unused vacation and/or paid time off and any other payments required to be made to or on behalf of Executive by law, as of the date of Executive’s termination of employment.

Benefits Upon Termination without Cause or for Good Reason in Connection with a Change in Control. In the event Executive’s employment with the Company is terminated by the Company or successor to the Company without Cause (and other than as a result of Executive’s death or disabilityDisability) or Executive terminates his employment with the Company for Good ReasonReason (and other than as a result of Executive’s death), in each case during the period beginning on the execution of a definitive written agreement that if consummated in accordance with its terms would result in a Change in Control and ending on the earlier of (1) the termination of such agreement or (2) twelve (12) months following the consummation of a Change in Control pursuant to such agreement (such period of timePeriod, the “Change in Control Period”)then, then subject to Executive’s delivery to the Company or successor to the Company of a Release and Waiver substantially in the form attached hereto as Exhibit A within the applicable time period set forth therein, but in no event later than forty-five (45) days following termination of Executive’s employment, and permitting such Release and Waiver to become fully effective in accordance with its terms, the Company or successor to the Company, if applicable, shall provide Executive with the following severance benefits hereunder: (ia) Severance Executive’s accrued but unpaid Annual Base Salary through the date of termination (plus accrued and unpaid expenses reimbursable in accordance with Employment Agreement); (b) severance pay in the form of a single lump sum payment equal to the sum of (x) one two hundred ninety nine percent (100299%) of Executive’s Annual Base Salary and (y) the arithmetic mean of Executive’s annual bonusesSalary, if any, paid or payable for the three full calendar years completed prior to the date of termination (it being understood that if Executive received or will receive no bonus from the Company for one or more of such prior calendar years, the years in which no bonus was paid or payable shall be disregarded and the arithmetic mean of Executive’s bonuses for the remaining years (if any) shall be used) pro rated based on the ratio that the number of days from the beginning of the calendar year in which such termination occurs through the date of termination bears to 365. Such payment shall be calculated ignoring any decrease in Executive’s Annual Base Salary that forms the basis for Executive’s termination for Good Reason, if applicable, and shall be made on the first regular payroll date of the Company following the effective date of the Release and Waiver and in no event later than March 15 of the year immediately following the year in which Executive’s termination occurs.; and (iic) Notwithstanding notwithstanding any contrary terms of any stock option grant, option agreement or other equity award agreement between the Company and Executive, all outstanding stock options and other equity awards covering with respect to the Company common stock held by Executive as of the date of termination that are subject to time-based vesting requirements shall accelerate and vest in full. Subject to Section 4, nothing contained in this Section 3 or otherwise under this Agreement shall limit Executive’s right to receive a payout of Executive’s accrued but unused vacation and/or paid time off and any other payments required to be made to or on behalf of Executive by law, as of the date of Executive’s termination of employment.

Benefits Upon Termination without Cause or for Good Reason in Connection with a Change in Control. In the event Executive’s employment with the Company is terminated by the Company or successor to the Company without Cause (and other than as a result of Executive’s death or disabilityDisability) or Executive terminates his employment with the Company for Good ReasonReason (and other than as a result of Executive’s death), in each case during the period beginning on the execution of a definitive written agreement that if consummated in accordance with its terms would result in a Change in Control and ending on the earlier of (1) the termination of such agreement or (2) twelve (12) months following the consummation of a Change in Control pursuant to such agreement (such period of timePeriod, the “Change in Control Period”)then, then subject to Executive’s delivery to the Company or successor to the Company of a Release and Waiver substantially in the form attached hereto as Exhibit A within the applicable time period set forth therein, but in no event later than forty-five (45) days following termination of Executive’s employment, and permitting such Release and Waiver to become fully effective in accordance with its terms, the Company or successor to the Company, if applicable, shall provide Executive with the following severance benefits hereunder: (ia) Severance Executive’s accrued but unpaid Annual Base Salary through the date of termination (plus accrued and unpaid expenses reimbursable in accordance with Employment Agreement); (b) severance pay in the form of a single lump sum payment equal to the sum of (x) one two hundred percent (100200%) of Executive’s Annual Base Salary and (y) the arithmetic mean of Executive’s annual bonusesCash Compensation, if any, paid or payable for the three full calendar years completed prior to the date of termination (it being understood that if Executive received or will receive no bonus from the Company for one or more of such prior calendar years, the years in which no bonus was paid or payable shall be disregarded and the arithmetic mean of Executive’s bonuses for the remaining years (if any) shall be used) pro rated based on the ratio that the number of days from the beginning of the calendar year in which such termination occurs through the date of termination bears to 365. Such payment shall be calculated ignoring any decrease in Executive’s Annual Base Salary that forms the basis for Executive’s termination for Good Reason, if applicable, and shall be made on the first regular payroll date of the Company following the effective date of the Release and Waiver and in no event later than March 15 of the year immediately following the year in which Executive’s termination occurs.; and (iic) Notwithstanding notwithstanding any contrary terms of any stock option grant, option agreement or other equity award agreement between the Company and Executive, all outstanding stock options and other equity awards covering with respect to the Company common stock held by Executive as of the date of termination that are subject to time-based vesting requirements shall accelerate and vest in full. Subject to Section 4, nothing contained in this Section 3 or otherwise under this Agreement shall limit Executive’s right to receive a payout of Executive’s accrued but unused vacation and/or paid time off and any other payments required to be made to or on behalf of Executive by law, as of the date of Executive’s termination of employment.

Benefits Upon Termination without Cause or for Good Reason in Connection with a Change in Control. In the event Executive’s employment with the Company is terminated by the Company or successor to the Company without Cause (and other than as a result of Executive’s death or disabilityDisability) or Executive terminates his employment with the Company for Good ReasonReason (and other than as a result of Executive’s death), in each case during the period beginning on the execution of a definitive written agreement that if consummated in accordance with its terms would result in a Change in Control and ending on the earlier of (1) the termination of such agreement or (2) twelve (12) months following the consummation of a Change in Control pursuant to such agreement (such period of timePeriod, the “Change in Control Period”)then, then subject to Executive’s delivery to the Company or successor to the Company of a Release and Waiver substantially in the form attached hereto as Exhibit A within the applicable time period set forth therein, but in no event later than forty-five (45) days following termination of Executive’s employment, and permitting such Release and Waiver to become fully effective in accordance with its terms, the Company or successor to the Company, if applicable, shall provide Executive with the following severance benefits hereunder: (ia) Severance Executive’s accrued but unpaid Annual Base Salary through the date of termination (plus accrued and unpaid expenses reimbursable in accordance with Employment Agreement); (b) severance pay in the form of a single lump sum payment equal to the sum of (x) one two hundred percent (100200%) of Executive’s Annual Base Salary and (y) the arithmetic mean of Executive’s annual bonusesCash Compensation, if any, paid or payable for the three full calendar years completed prior to the date of termination (it being understood that if Executive received or will receive no bonus from the Company for one or more of such prior calendar years, the years in which no bonus was paid or payable shall be disregarded and the arithmetic mean of Executive’s bonuses for the remaining years (if any) shall be used) pro rated based on the ratio that the number of days from the beginning of the calendar year in which such termination occurs through the date of termination bears to 365. Such payment shall be calculated ignoring any decrease in Executive’s Annual Base Salary that forms the basis for Executive’s termination for Good Reason, if applicable, and shall be made on the first regular payroll date of the Company following the effective date of the Release and Waiver and in no event later than March 15 of the year immediately following the year in which Executive’s termination occurs.; and (iic) Notwithstanding notwithstanding any contrary terms of any stock option grant, option agreement or other equity award agreement between the Company and Executive, all outstanding stock options and other equity awards covering with respect to the Company common stock held by Executive as of the date of termination that are subject to time-based vesting requirements shall accelerate and vest in full. Subject to Notwithstanding the foregoing provisions of Section 43.02(b), nothing contained in this Section 3 or otherwise under this Agreement shall limit Executive’s right to receive a payout of Executive’s accrued but unused vacation and/or paid time off and any other payments required to be made to or on behalf of Executive by law, as of the date of unless Executive’s termination of employmentemployment occurs within two (2) years following a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5), then (i) the amount of severance pay under Section 3.02(b) that does not exceed the amount of severance that would have been payable under Section 4.02 or Section 4.04, as applicable, of the Employment Agreement, if such termination had not occurred during a Change in Control Period, shall be paid in the same time and form as provided under the Employment Agreement, and (ii) any additional amounts payable under Section 3.02(b) shall be paid at the time and manner set forth herein. The requirements of this paragraph shall not apply to any severance that is exempt from Section 409A of the Code.