Common use of Certain Termination of Employment Related to a Change in Control Clause in Contracts

Certain Termination of Employment Related to a Change in Control. If the Executive’s employment is terminated by the Employer without Cause during the Protection Period, or by the Executive for Good Reason during the Protection Period, then the Executive shall receive the following from the Employer: (i) the Accrued Rights, (ii) an amount equal to [2.5/2.0] times the Executive’s Base Salary, (iii) an amount equal to [2.5/2.0] times the Executive’s annual cash bonus paid to him or her with respect to the calendar year immediately preceding the calendar year within which the Executive’s employment was terminated (and if the bonus for such preceding calendar year had not yet been paid as of such termination of employment, then an amount equal to the Annual Target Bonus for such preceding calendar year), (iv) full and immediate vesting of all equity awards, equity-based awards and other long-term incentives (with any performance-based awards to vest at the greater of target or actual performance); (v) a thirty (30)-month post-termination exercise period with respect to any stock options and stock appreciation rights (or, if shorter, the remainder of the full term); and (vi) the COBRA Benefits (collectively, (ii) through (vi) being the “Change in Control Severance Benefits”). The cash-based portion of the Accrued Rights shall be paid to the Executive within two weeks from such employment termination. The cash-based portion of the Change in Control Severance Benefits shall be paid to the Executive either in a lump sum payment or in installments as follows: (i) if the foregoing employment termination occurs within the twenty four (24) month period immediately following such Change in Control, then the cash portion of the Change in Control Severance Benefits shall be paid in the form of a lump sum, and (ii) if the foregoing employment termination occurs within the Protection Period but not within the twenty four (24) month period immediately following such Change in Control, then the cash portion of the Change in Control Severance Benefits shall be paid in equal monthly installments over a [thirty (30)-]15[twenty four (24)-]16 month period; provided that, except in the case of the Accrued Rights, the Executive has timely signed (and not revoked) the Waiver and Release set forth in Section 4(g) of this Agreement. 15 Note to Draft: Applicable to the CEO. 16 Note to Draft: Applicable to the Other Senior Executives.

Certain Termination of Employment Related to a Change in Control. If the Executive’s employment is terminated by the Employer without Cause during the Protection Period, or by the Executive for Good Reason during the Protection Period, then the Executive shall receive the following from the Employer: (i) the Accrued Rights, (ii) an amount equal to [2.5/2.0] 2.0 times the Executive’s Base Salary, (iii) an amount equal to [2.5/2.0] 2.0 times the Executive’s annual cash bonus paid to him or her with respect to the calendar year immediately preceding the calendar year within which the Executive’s 's employment was terminated (and if the bonus for such preceding calendar year had not yet been paid as of such termination of employment, then an amount equal to the Annual Target Bonus for such preceding calendar year), (iv) full and immediate vesting of all equity awards, equity-based awards and other long-term incentives (with any performance-based awards to vest at the greater of target or actual performance); (v) a thirty (30)-month post-termination exercise period with respect to any stock options and stock appreciation rights (or, if shorter, the remainder of the full term); and (vi) the COBRA Benefits (collectively, (ii) through (vi) being the “"Change in Control Severance Benefits”"). The cash-based portion of the Accrued Rights shall be paid to the Executive within two (2) weeks from such employment termination. The cash-based portion of the Change in Control Severance Benefits shall be paid to the Executive either in a lump sum payment or in installments as follows: (i) if the foregoing employment termination occurs within the twenty twenty-four (24) month 24)-month period immediately following such Change in Control, then the cash portion of the Change in Exhibit 10.11 Control Severance Benefits shall be paid in the form of a lump sum, and (ii) if the foregoing employment termination occurs within the Protection Period but not within the twenty twenty-four (24) month 24)-month period immediately following such Change in Control, then the cash portion of the Change in Control Severance Benefits shall be paid in equal monthly installments over a [thirty (30)-]15[twenty twenty-four (24)-]16 month 24)-month period; provided that, except in the case of the Accrued Rights, the Executive has timely signed (and not revoked) the Waiver and Release set forth in Section 4(g) of this Agreement. 15 Note to Draft: Applicable to the CEO. 16 Note to Draft: Applicable to the Other Senior Executives.

Certain Termination of Employment Related to a Change in Control. If the Executive’s employment is terminated by the Employer without Cause during the Protection Period, or by the Executive for Good Reason during the Protection Period, then the Executive shall receive the following from the Employer: (i) the Accrued Rights, (ii) an amount equal to [2.5/2.0] 2.5 times the Executive’s Base Salary, (iii) an amount equal to [2.5/2.0] 2.5 times the Executive’s annual cash bonus paid to him or her with respect to the calendar year immediately preceding the calendar year within which the Executive’s 's employment was terminated (and if the bonus for such preceding calendar year had not yet been paid as of such termination of employment, then an amount equal to the Annual Target Bonus for such preceding calendar year), (iv) full and immediate vesting of all equity awards, equity-based awards and other long-term incentives (with any performance-based awards to vest at the greater of target or actual performance); (v) a thirty (30)-month post-termination exercise period with respect to any stock options and stock appreciation rights (or, if shorter, the remainder of the full term); and (vi) the COBRA Benefits (collectively, (ii) through (vi) being the “"Change in Control Severance Benefits”"). The cash-based portion of the Accrued Rights shall be paid to the Executive within two (2) weeks from such employment termination. The cash-based portion of the Change in Control Severance Benefits shall be paid to the Executive either in a lump sum payment or in installments as follows: (i) if the foregoing employment termination occurs within the twenty twenty-four (24) month 24)-month period immediately following such Change in Control, then the cash portion of the Change in Control Severance Benefits shall be paid in the form of a lump sum, and (ii) if the foregoing employment termination occurs within the Protection Period but not within the twenty twenty-four (24) 24)- Exhibit 10.10 month period immediately following such Change in Control, then the cash portion of the Change in Control Severance Benefits shall be paid in equal monthly installments over a [thirty (30)-]15[twenty four (24)-]16 month 30)-month period; provided that, except in the case of the Accrued Rights, the Executive has timely signed (and not revoked) the Waiver and Release set forth in Section 4(g) of this Agreement. 15 Note to Draft: Applicable to the CEO. 16 Note to Draft: Applicable to the Other Senior Executives.

Certain Termination of Employment Related to a Change in Control. If the Executive’s employment is terminated by the Employer without Cause during the Protection Period, or by the Executive for Good Reason during the Protection Period, then the Executive shall receive the following from the Employer: (i) the Accrued Rights, (ii) an amount equal to [2.5/2.0] 2.0 times the Executive’s Base Salary, (iii) an amount equal to [2.5/2.0] 2.0 times the Executive’s annual cash bonus paid to him or her with respect to the calendar year immediately preceding the calendar year within which the Executive’s 's employment was terminated (and if the bonus for such preceding calendar year had not yet been paid as of such termination of employment, then an amount equal to the Annual Target Bonus for such preceding calendar year), (iv) full and immediate vesting of all equity awards, equity-based awards and other long-term incentives (with any performance-based awards to vest at the greater of target or actual performance); (v) a thirty (30)-month post-termination exercise period with respect to any stock options and stock appreciation rights (or, if shorter, the remainder of the full term); and (vi) the COBRA Benefits (collectively, (ii) through (vi) being the “"Change in Control Severance Benefits”"). The cash-based portion of the Accrued Rights shall be paid to the Executive within two (2) weeks from such employment termination. The cash-based portion of the Change in Control Severance Benefits shall be paid to the Executive either in a lump sum payment or in installments as follows: (i) if the foregoing employment termination occurs within the twenty twenty-four (24) month 24)-month period immediately following such Change in Control, then the cash portion of the Change in Exhibit 10.12 Control Severance Benefits shall be paid in the form of a lump sum, and (ii) if the foregoing employment termination occurs within the Protection Period but not within the twenty twenty-four (24) month 24)-month period immediately following such Change in Control, then the cash portion of the Change in Control Severance Benefits shall be paid in equal monthly installments over a [thirty (30)-]15[twenty twenty-four (24)-]16 month 24)-month period; provided that, except in the case of the Accrued Rights, the Executive has timely signed (and not revoked) the Waiver and Release set forth in Section 4(g) of this Agreement. 15 Note to Draft: Applicable to the CEO. 16 Note to Draft: Applicable to the Other Senior Executives.