Common use of Certain Terminations Following a Change in Control Clause in Contracts

Certain Terminations Following a Change in Control. If the Executive’s employment with the Company ceases within eighteen months following a Change in Control (as defined below) as a result of a termination by the Company without Cause (not including, solely for purposes of this Section 6, a termination as a result of the Executive’s death or Disability) or a resignation by the Executive for Good Reason, then: 6.1.1. the Restricted Period will be extended by eighteen months; 6.1.2. subject to Section 8 and in lieu of the payments and benefits provided for in Section 4.2, (a) the Company will pay to the Executive a cash amount equal to pro-rata portion of the target Annual Bonus for the calendar year in which the termination occurs, determined by multiplying the target Annual Bonus by a fraction, the numerator of which is the number of days during the year that transpired before the date of the Executive’s termination of employment and the denominator of which is 365, (b) the Company will pay to the Executive a cash amount equal to the sum of (i) 2.5 times the Executive’s Base Salary as in effect on such date, and (ii) 2.5 times the target Annual Bonus amount applicable for the calendar year in which the termination occurs, (c) to the extent not previously paid, the Company will pay to the Executive any Annual Bonus payable with respect to a calendar year that ended prior to that termination, (d) all outstanding stock options then held by Executive (including the Stock Option) will then become fully vested and immediately exercisable and will remain exercisable for the shorter of (i) the 30-month period immediately following the Executive’s cessation of employment, or (ii) the period remaining until the scheduled expiration of the option (determined without regard to the Executive’s cessation of employment), and (d) the Company will pay to the Executive the additional amount, if any, payable pursuant to Section 7 below.

Certain Terminations Following a Change in Control. If If, upon or within twelve (12) months following the date of consummation of a Change in Control, the Company terminates the Executive’s employment other than for Cause, Death or Disability or if the Executive terminates his employment hereunder with Good Reason, (i) the Company ceases within eighteen months following a Change in Control shall pay or provide the Executive (as defined below) as a result of a termination by the Company without Cause (not including, solely for purposes of this Section 6, a termination as a result of or the Executive’s death or Disability) or a resignation by estate, if the Executive for Good Reasondies after such termination but before receiving such amount) (A) all Accrued Benefits, then: 6.1.1. the Restricted Period will be extended by eighteen months; 6.1.2. subject if any, to Section 8 and in lieu of the payments and benefits provided for in Section 4.2, (a) the Company will pay to which the Executive is entitled; (B) a cash lump sum payment of an amount equal to pro-a pro rata portion (based upon the number of days the target Annual Bonus for Executive was employed during the calendar year in which the termination Date of Termination occurs, determined by multiplying ) of the target Annual Bonus by a fraction, based on the numerator achievement of which is the number of days during applicable performance criteria for the year that transpired before in which Executive’s employment terminates, payable at the date time bonuses are generally paid by the Company; and (C) a lump sum payment of an amount equal to the product of (x) 2.0 and (y) the sum of the Executive’s termination (I) Base Salary, and (II) Target Bonus, payable in a lump sum on the first payroll date following the execution (and non-revocation) of employment and the denominator general release of which is 365claims described in Section 10(f), (b) the Company will pay subject to the Executive a cash amount equal to the sum of (i) 2.5 times the Executive’s Base Salary as in effect on such dateSection 10(g), and (ii) 2.5 times the target Annual Bonus amount applicable for the calendar year in which the termination occurs, (c) to the extent not previously paid, the Company will pay to the Executive any Annual Bonus payable with respect and his covered dependents shall be entitled to a calendar year that ended continued participation on the same terms and conditions as applicable immediately prior to that termination, (d) all outstanding stock options then held by Executive (including the Stock Option) will then become fully vested and immediately exercisable and will remain exercisable for the shorter of (i) the 30-month period immediately following the Executive’s cessation of employment, or (ii) the period remaining until the scheduled expiration of the option (determined without regard to the Executive’s cessation Date of employment)Termination for the eighteen-month period following the Date of Termination in such medical, dental, and (d) hospitalization insurance coverage in which the Company will pay Executive and his eligible dependents were participating immediately prior to the Executive the additional amount, if any, payable pursuant to Section 7 belowDate of Termination.

Certain Terminations Following a Change in Control. If the ExecutiveEmployee’s employment with the Company ceases within eighteen twelve months following a Change in Control (as defined below) as a result of a termination by the Company without Cause (not including, solely for purposes of this Section 6, a termination as a result of the Executive’s death or Disability) or a resignation by the Executive Employee for Good Reason, then: 6.1.1. the Restricted Period will be extended by eighteen months; 6.1.2. subject to Section 8 and then in lieu of the payments and benefits provided for in Section 4.2, (a) the 2.2,: 3.1. The Company will pay to the Executive Employee on the date of termination a lump sum cash amount payment equal to prothe Pro-rata portion of the target Annual Rata Bonus for the calendar year in which the termination occurs, determined by multiplying the target Annual Bonus by a fraction, the numerator of which is the number of days during the year that transpired before the date of the Executive’s termination of employment and the denominator of which is 365, (b) the ; 3.2. The Company will pay to the Executive Employee on the date of termination a lump sum cash amount payment equal to the sum of (i) 2.5 times eighteen months of the ExecutiveEmployee’s Base Salary as in effect on such date, and (ii) 2.5 the product of 1.5 times the target Annual Employee’s Target Bonus amount applicable for the calendar year in which the termination occurs, (c) ; 3.3. The Company will continue to provide medical benefits to the extent not previously paidEmployee (and, if covered immediately prior to such term, his or her spouse and dependents) for a period of eighteen months commencing from the date of the Employee’s termination of employment at a monthly cost to the Employee equal to the Employee’s monthly contribution, if any, toward the cost of such coverage immediately prior to such termination; 3.4. The Company will arrange for the provision to the Employee of reasonable executive outplacement services by a provider selected by the mutual agreement of the Company will pay to and the Executive any Annual Bonus payable with respect to a calendar year that ended prior to that termination, (d) all Employee; and 3.5. All outstanding stock options then held by Executive (including the Stock Option) Employee will then become fully vested and immediately exercisable and will remain exercisable and, notwithstanding any inconsistent language in any equity incentive plan or agreement, will remain exercisable for the shorter shortest of (ia) the 30-18 month period immediately following the ExecutiveEmployee’s cessation termination of employment, or (iib) the period remaining until the scheduled expiration of the option (determined without regard to the ExecutiveEmployee’s cessation termination of employment), and or (dc) the Company will pay longest period that does not result in the option becoming subject to an additional tax under Section 409A of the Executive the additional amount, if any, payable pursuant to Section 7 belowCode.

Certain Terminations Following a Change in Control. If the ExecutiveEmployee’s employment with the Company ceases within eighteen twelve months following a Change in Control (as defined below) as a result of a termination by the Company without Cause (not including, solely for purposes of this Section 6, a termination as a result of the Executive’s death or Disability) or a resignation by the Executive Employee for Good Reason, then: 6.1.1. the Restricted Period will be extended by eighteen months; 6.1.2. subject to Section 8 and then in lieu of the payments and benefits provided for in Section 4.22.2, (a) the Company will pay to the Executive a cash amount equal to pro-rata portion of the target Annual Bonus for the calendar year in which the termination occurs, determined by multiplying the target Annual Bonus by a fraction, the numerator of which is the number of days during the year that transpired before Employee on the date of the Executive’s termination of employment and the denominator of which is 365, (b) the Company will pay to the Executive a lump sum cash amount payment equal to the sum of (i) 2.5 times one year of the ExecutiveEmployee’s Base Salary as in effect on such date, and (ii) 2.5 times the target Annual Employee’s Target Bonus amount applicable for the calendar year in which the termination occurs, (b) the Company will continue to provide medical benefits to the Employee (and, if covered immediately prior to such term, his or her spouse and dependents) for a period of one year commencing from the date of the Employee’s termination of employment at a monthly cost to the Employee equal to the Employee’s monthly contribution, if any, toward the cost of such coverage immediately prior to such termination, (c) the Company will arrange for the provision to the extent not previously paidEmployee of reasonable executive outplacement services by a provider selected by the mutual agreement of the Company and the Employee, (d) the Company will pay to the Executive any Annual Bonus Employee the additional amount, if any, payable with respect pursuant to a calendar year that ended prior to that terminationSection 4 below, and (de) all outstanding stock options then held by Executive (including the Stock Option) Employee will then become fully vested and immediately exercisable and will remain exercisable for the shorter of (i) the 30-month period immediately 12 months following the ExecutiveEmployee’s cessation termination of employment, notwithstanding any inconsistent language in any equity incentive plan or (ii) the period remaining until the scheduled expiration of the option (determined without regard to the Executive’s cessation of employment), and (d) the Company will pay to the Executive the additional amount, if any, payable pursuant to Section 7 belowagreement.

Certain Terminations Following a Change in Control. If If, upon or within twelve (12) months following the date of consummation of a Change in Control, the Company terminates the Executive’s employment other than for Cause, Death or Disability or if the Executive terminates his employment hereunder with Good Reason, (i) the Company ceases within eighteen months following a Change in Control shall pay or provide the Executive (as defined below) as a result of a termination by the Company without Cause (not including, solely for purposes of this Section 6, a termination as a result of or the Executive’s death or Disability) or a resignation by estate, if the Executive for Good Reasondies after such termination but before receiving such amount) (A) all Accrued Benefits, then: 6.1.1. the Restricted Period will be extended by eighteen months; 6.1.2. subject if any, to Section 8 and in lieu of the payments and benefits provided for in Section 4.2, (a) the Company will pay to which the Executive is entitled; (B) a cash lump sum payment of an amount equal to pro-a pro rata portion (based upon the number of days the target Annual Bonus for Executive was employed during the calendar year in which the termination Date of Termination occurs, determined by multiplying ) of the target Annual Bonus by a fraction, based on the numerator achievement of which is the number of days during applicable performance criteria for the year that transpired before in which Executive’s employment terminates, payable at the date time bonuses are generally paid by the Company; and (C) a lump sum payment of an amount equal to the product of (x) 2.0and (y) the sum of the Executive’s termination (I) Base Salary, and (II) Target Bonus, payable in a lump sum on the first payroll date following the execution (and non-revocation) of employment and the denominator general release of which is 365claims described in Section 10(f), (b) the Company will pay subject to the Executive a cash amount equal to the sum of (i) 2.5 times the Executive’s Base Salary as in effect on such dateSection 10(g), and (ii) 2.5 times the target Annual Bonus amount applicable for the calendar year in which the termination occurs, (c) to the extent not previously paid, the Company will pay to the Executive any Annual Bonus payable with respect and his covered dependents shall be entitled to a calendar year that ended continued participation on the same terms and conditions as applicable immediately prior to that termination, (d) all outstanding stock options then held by Executive (including the Stock Option) will then become fully vested and immediately exercisable and will remain exercisable for the shorter of (i) the 30-month period immediately following the Executive’s cessation of employment, or (ii) the period remaining until the scheduled expiration of the option (determined without regard to the Executive’s cessation Date of employment)Termination for the eighteen-month period following the Date of Termination in such medical, dental, and (d) hospitalization insurance coverage in which the Company will pay Executive and his eligible dependents were participating immediately prior to the Executive the additional amount, if any, payable pursuant to Section 7 belowDate of Termination.

Certain Terminations Following a Change in Control. If If, upon or within twelve (12) months following the date of consummation of a Change in Control, the Company terminates the Executive’s employment other than for Cause, Death or Disability or if the Executive terminates his employment hereunder with Good Reason, (i) the Company ceases within eighteen months following a Change in Control shall pay or provide the Executive (as defined below) as a result of a termination by the Company without Cause (not including, solely for purposes of this Section 6, a termination as a result of or the Executive’s death or Disability) or a resignation by estate, if the Executive for Good Reasondies after such termination but before receiving such amount) (A) all Accrued Benefits, then: 6.1.1. the Restricted Period will be extended by eighteen months; 6.1.2. subject if any, to Section 8 and in lieu of the payments and benefits provided for in Section 4.2, (a) the Company will pay to which the Executive is entitled; (B) a cash lump sum payment of an amount equal to pro-a pro rata portion (based upon the number of days the target Annual Bonus for Executive was employed during the calendar year in which the termination Date of Termination occurs, determined by multiplying ) of the target Annual Bonus by a fraction, based on the numerator achievement of which is the number of days during applicable performance criteria for the year that transpired before in which Executive’s employment terminates, payable at the date time bonuses are generally paid by the Company; and (C) a lump sum payment of an amount equal to the product of (x) 3.0 and (y) the sum of the Executive’s termination (I) Base Salary, and (II) Target Bonus, payable in a lump sum on the first payroll date following the execution (and non-revocation) of employment and the denominator general release of which is 365claims described in Section 10(f), (b) the Company will pay subject to the Executive a cash amount equal to the sum of (i) 2.5 times the Executive’s Base Salary as in effect on such dateSection 10(g), and (ii) 2.5 times the target Annual Bonus amount applicable for the calendar year in which the termination occurs, (c) to the extent not previously paid, the Company will pay to the Executive any Annual Bonus payable with respect and his covered dependents shall be entitled to a calendar year that ended continued participation on the same terms and conditions as applicable immediately prior to that termination, (d) all outstanding stock options then held by Executive (including the Stock Option) will then become fully vested and immediately exercisable and will remain exercisable for the shorter of (i) the 30-month period immediately following the Executive’s cessation of employment, or (ii) the period remaining until the scheduled expiration of the option (determined without regard to the Executive’s cessation Date of employment)Termination for the eighteen-month period following the Date of Termination in such medical, dental, and (d) hospitalization insurance coverage in which the Company will pay Executive and his eligible dependents were participating immediately prior to the Executive the additional amount, if any, payable pursuant to Section 7 belowDate of Termination.

Certain Terminations Following a Change in Control. If the ExecutiveEmployee’s employment with the Company ceases within eighteen twelve months following a Change in Control (as defined below) as a result of a termination by the Company without Cause (not including, solely for purposes of this Section 6, a termination as a result of the Executive’s death or Disability) or a resignation by the Executive Employee for Good Reason, then: 6.1.1. the Restricted Period will be extended by eighteen months; 6.1.2. subject to Section 8 and then in lieu of the payments and benefits provided for in Section 4.22.2, (a) the Company will pay to the Executive a cash amount equal to pro-rata portion of the target Annual Bonus for the calendar year in which the termination occurs, determined by multiplying the target Annual Bonus by a fraction, the numerator of which is the number of days during the year that transpired before Employee on the date of the Executive’s termination of employment and the denominator of which is 365, (b) the Company will pay to the Executive a lump sum cash amount payment equal to the sum of (i) 2.5 times one year of the ExecutiveEmployee’s Base Salary as in effect on such date, and (ii) 2.5 times the target Annual Employee’s Target Bonus amount applicable for the calendar year in which the termination occurs, (b) the Company will continue to provide medical benefits to the Employee (and, if covered immediately prior to such term, her spouse and dependents) for a period of one year commencing from the date of the Employee’s termination of employment at a monthly cost to the Employee equal to the Employee’s monthly contribution, if any, toward the cost of such coverage immediately prior to such termination, (c) the Company will arrange for the provision to the extent not previously paidEmployee of reasonable executive outplacement services by a provider selected by the mutual agreement of the Company and the Employee, (d) the Company will pay to the Executive any Annual Bonus Employee the additional amount, if any, payable with respect pursuant to a calendar year that ended prior to that terminationSection 4 below, and (de) all outstanding stock options then held by Executive (including the Stock Option) Employee will then become fully vested and immediately exercisable and will remain exercisable for the shorter of (i) the 30-month period immediately 12 months following the ExecutiveEmployee’s cessation termination of employment, notwithstanding any inconsistent language in any equity incentive plan or (ii) the period remaining until the scheduled expiration of the option (determined without regard to the Executive’s cessation of employment), and (d) the Company will pay to the Executive the additional amount, if any, payable pursuant to Section 7 belowagreement.

Certain Terminations Following a Change in Control. If If, upon or within twelve (12) months following the date of consummation of a Change in Control, the Company terminates the Executive’s employment other than for Cause, Death or Disability or if the Executive terminates his employment hereunder with Good Reason, (i) the Company ceases within eighteen months following a Change in Control shall pay or provide the Executive (as defined below) as a result of a termination by the Company without Cause (not including, solely for purposes of this Section 6, a termination as a result of or the Executive’s death or Disability) or a resignation by estate, if the Executive for Good Reasondies after such termination but before receiving such amount) (A) all Accrued Benefits, then: 6.1.1. the Restricted Period will be extended by eighteen months; 6.1.2. subject if any, to Section 8 and in lieu of the payments and benefits provided for in Section 4.2, (a) the Company will pay to which the Executive is entitled; (B) a cash lump sum payment of an amount equal to pro-a pro rata portion (based upon the number of days the target Annual Bonus for Executive was employed during the calendar year in which the termination Date of Termination occurs, determined by multiplying ) of the target Annual Bonus by a fraction, based on the numerator achievement of which is the number of days during applicable performance criteria for the year that transpired before in which Executive’s employment terminates, payable at the date time bonuses are generally paid by the Company; and (C) a lump sum payment of an amount equal to the product of (x) 2.0 and (y) the sum of the Executive’s termination (I) Base Salary, and (II) Target Bonus, payable in a lump sum on the first payroll date following the execution (and non- revocation) of employment and the denominator general release of which is 365claims described in Section 10(f), (b) the Company will pay subject to the Executive a cash amount equal to the sum of (i) 2.5 times the Executive’s Base Salary as in effect on such dateSection 10(g), and (ii) 2.5 times the target Annual Bonus amount applicable for the calendar year in which the termination occurs, (c) to the extent not previously paid, the Company will pay to the Executive any Annual Bonus payable with respect and his covered dependents shall be entitled to a calendar year that ended continued participation on the same terms and conditions as applicable immediately prior to that termination, (d) all outstanding stock options then held by Executive (including the Stock Option) will then become fully vested and immediately exercisable and will remain exercisable for the shorter of (i) the 30-month period immediately following the Executive’s cessation of employment, or (ii) the period remaining until the scheduled expiration of the option (determined without regard to the Executive’s cessation Date of employment)Termination for the eighteen-month period following the Date of Termination in such medical, dental, and (d) hospitalization insurance coverage in which the Company will pay Executive and his eligible dependents were participating immediately prior to the Executive the additional amount, if any, payable pursuant to Section 7 belowDate of Termination.