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

Certain Terminations Following a Change in Control. If the Employee’s employment with the Company ceases within twelve months following a Change in Control as a result of a termination by the Company without Cause or a resignation by the Employee for Good Reason, then in lieu of the payments and benefits provided for in Section 2.2, (a) the Company will pay to the Employee on the date of termination a lump sum cash payment equal to the sum of (i) one year of the Employee’s Base Salary as in effect on such date, and (ii) the Employee’s Target Bonus 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 Employee 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 Employee the additional amount, if any, payable pursuant to Section 4 below, and (e) all outstanding stock options then held by the Employee will then become fully vested and immediately exercisable and will remain exercisable for 12 months following Employee’s termination of employment, notwithstanding any inconsistent language in any equity incentive plan or agreement.

Certain Terminations Following a Change in Control. If the Employee’s employment with the Company ceases If, upon or within twelve (12) months following the date of consummation of a Change in Control as a result of a termination by Control, the Company without Cause terminates the Executive’s employment other than for Cause, Death or a resignation by Disability or if the Employee for Executive terminates his employment hereunder with Good Reason, then in lieu of the payments and benefits provided for in Section 2.2, (ai) the Company will shall pay or provide the Executive (or the Executive’s estate, if the Executive dies after such termination but before receiving such amount) (A) all Accrued Benefits, if any, to which the Employee on the date of termination Executive is entitled; (B) a lump sum cash payment of an amount equal to a pro rata portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) of the Annual Bonus based on the achievement of the applicable performance criteria for the year in which Executive’s employment terminates, payable at the 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 (iI) one year Base Salary, and (II) Target Bonus, payable in a lump sum on the first payroll date following the execution (and non-revocation) of the Employee’s Base Salary as general release of claims described in effect on such dateSection 10(f), subject to Section 10(g), and (ii) the EmployeeExecutive and his covered dependents shall be entitled to continued participation on the same terms and conditions as applicable immediately prior to the Executive’s Target Bonus Date of Termination for the calendar year eighteen-month period following the Date of Termination in such medical, dental, and hospitalization insurance coverage in which the termination occurs, (b) the Company will continue to provide medical benefits to the Employee (and, if covered Executive and his eligible dependents were participating immediately prior to such term, his or her spouse and dependents) for a period the Date 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 Employee 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 Employee the additional amount, if any, payable pursuant to Section 4 below, and (e) all outstanding stock options then held by the Employee will then become fully vested and immediately exercisable and will remain exercisable for 12 months following Employee’s termination of employment, notwithstanding any inconsistent language in any equity incentive plan or agreementTermination.

Certain Terminations Following a Change in Control. If the Employee’s employment with the Company ceases If, upon or within twelve (12) months following the date of consummation of a Change in Control as a result of a termination by Control, the Company without Cause terminates the Executive’s employment other than for Cause, Death or a resignation by Disability or if the Employee for Executive terminates his employment hereunder with Good Reason, then in lieu of the payments and benefits provided for in Section 2.2, (ai) the Company will shall pay or provide the Executive (or the Executive’s estate, if the Executive dies after such termination but before receiving such amount) (A) all Accrued Benefits, if any, to which the Employee on the date of termination Executive is entitled; (B) a lump sum cash payment of an amount equal to a pro rata portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) of the Annual Bonus based on the achievement of the applicable performance criteria for the year in which Executive’s employment terminates, payable at the 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 (iI) one year Base Salary, and (II) Target Bonus, payable in a lump sum on the first payroll date following the execution (and non-revocation) of the Employee’s Base Salary as general release of claims described in effect on such dateSection 10(f), subject to Section 10(g), and (ii) the EmployeeExecutive and his covered dependents shall be entitled to continued participation on the same terms and conditions as applicable immediately prior to the Executive’s Target Bonus Date of Termination for the calendar year eighteen-month period following the Date of Termination in such medical, dental, and hospitalization insurance coverage in which the termination occurs, (b) the Company will continue to provide medical benefits to the Employee (and, if covered Executive and his eligible dependents were participating immediately prior to such term, his or her spouse and dependents) for a period the Date 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 Employee 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 Employee the additional amount, if any, payable pursuant to Section 4 below, and (e) all outstanding stock options then held by the Employee will then become fully vested and immediately exercisable and will remain exercisable for 12 months following Employee’s termination of employment, notwithstanding any inconsistent language in any equity incentive plan or agreementTermination.

Certain Terminations Following a Change in Control. If the Employee’s employment with the Company ceases If, upon or within twelve twenty-four (24) months following the date of consummation of a Change in Control as a result of a termination by Control, the Company without Cause terminates the Executive’s employment other than for Cause, Death or a resignation by Disability or if the Employee for Executive terminates his employment hereunder with Good Reason, then in lieu Reason the Employment Period shall terminate upon the Date of the payments and benefits provided for in Section 2.2Termination, (ai) the Company will shall pay or provide the Executive (or the Executive’s estate, if the Executive dies after such termination but before receiving such amount) (A) all Accrued Benefits, if any, to which the Employee on the date of termination Executive is entitled; (B) a lump sum cash payment of an amount equal to a pro rata portion (based upon the sum number of (i) one year of days the Employee’s Base Salary as in effect on such date, and (ii) the Employee’s Target Bonus for Executive was employed during the calendar year in which the termination Date of Termination occurs) of the Annual Bonus based on the achievement of the applicable performance criteria for the year in which Executive’s employment terminates, payable as set forth in Section 4(b); and (C) an amount equal to the product of (x) two (2) and (y) the sum of the Executive’s (I) Base Salary, and (II) Target Bonus, payable in a lump sum on the first payroll date following the execution (and non-revocation) of the general release of claims described in Section 10(g), subject to Section 10(h) and Section 24, (bii) all of the Executive’s outstanding equity awards shall fully vest as of the Date of Termination, and (iii) the Company will continue Executive and his covered dependents shall be entitled to provide medical benefits to continued participation on the Employee (and, if covered same terms and conditions as applicable immediately prior to the Executive’s Date of Termination for the eighteen (18) month period following the Date of Termination in such termmedical, dental, and hospitalization insurance coverage in which the Executive and 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 eligible dependents were participating immediately prior to the Employee Date of Termination; provided the Company agrees to impute as taxable income to the Executive an amount equal to the Employee’s monthly contribution, if any, toward the full actuarial cost of such coverage, for each month during which such coverage immediately prior to such termination, (c) the Company will arrange is in effect for the provision Executive and/or his eligible dependents but only if and to the Employee of reasonable executive outplacement services by a provider selected by extent such imputation is required for the mutual agreement Executive to avoid being subject to tax under Section 105(h) of the Company and the EmployeeCode, (d) the Company will pay with respect to any payment or reimbursement of expenses made to the Employee Executive or for the additional amount, if any, payable pursuant to Section 4 below, and (e) all outstanding stock options then held by the Employee will then become fully vested and immediately exercisable and will remain exercisable for 12 months following EmployeeExecutive and/or any of his eligible dependent’s termination of employment, notwithstanding any inconsistent language in any equity incentive plan or agreementbenefit under such health care coverage.

Certain Terminations Following a Change in Control. If the Employee’s employment with the Company ceases within twelve months following a Change in Control as a result of a termination by the Company without Cause or a resignation by the Employee for Good Reason, then in lieu of the payments and benefits provided for in Section 2.2, (a) the Company will pay to the Employee on the date of termination a lump sum cash payment equal to the sum of (i) one year of the Employee’s Base Salary as in effect on such date, and (ii) the Employee’s Target Bonus 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 Employee 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 Employee the additional amount, if any, payable pursuant to Section 4 below, and (e) all outstanding stock options then held by the Employee will then become fully vested and immediately exercisable and will remain exercisable for 12 months following Employee’s termination of employment, notwithstanding any inconsistent language in any equity incentive plan or agreement.

Certain Terminations Following a Change in Control. If the Employee’s employment with the Company ceases If, upon or within twelve (12) months following the date of consummation of a Change in Control as a result of a termination by Control, the Company without Cause terminates the Executive’s employment other than for Cause, Death or a resignation by Disability or if the Employee for Executive terminates his employment hereunder with Good Reason, then in lieu of the payments and benefits provided for in Section 2.2, (ai) the Company will shall pay or provide the Executive (or the Executive’s estate, if the Executive dies after such termination but before receiving such amount) (A) all Accrued Benefits, if any, to which the Employee on the date of termination Executive is entitled; (B) a lump sum cash payment of an amount equal to a pro rata portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) of the Annual Bonus based on the achievement of the applicable performance criteria for the year in which Executive’s employment terminates, payable at the 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 (iI) one year Base Salary, and (II) Target Bonus, payable in a lump sum on the first payroll date following the execution (and non-revocation) of the Employee’s Base Salary as general release of claims described in effect on such dateSection 10(f), subject to Section 10(g), and (ii) the EmployeeExecutive and his covered dependents shall be entitled to continued participation on the same terms and conditions as applicable immediately prior to the Executive’s Target Bonus Date of Termination for the calendar year eighteen-month period following the Date of Termination in such medical, dental, and hospitalization insurance coverage in which the termination occurs, (b) the Company will continue to provide medical benefits to the Employee (and, if covered Executive and his eligible dependents were participating immediately prior to such term, his or her spouse and dependents) for a period the Date 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 Employee 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 Employee the additional amount, if any, payable pursuant to Section 4 below, and (e) all outstanding stock options then held by the Employee will then become fully vested and immediately exercisable and will remain exercisable for 12 months following Employee’s termination of employment, notwithstanding any inconsistent language in any equity incentive plan or agreementTermination.

Certain Terminations Following a Change in Control. If the Employee’s employment with the Company ceases If, upon or within twelve (12) months following the date of consummation of a Change in Control as a result of a termination by Control, the Company without Cause terminates the Executive’s employment other than for Cause, Death or a resignation by Disability or if the Employee for Executive terminates his employment hereunder with Good Reason, then in lieu of the payments and benefits provided for in Section 2.2, (ai) the Company will shall pay or provide the Executive (or the Executive’s estate, if the Executive dies after such termination but before receiving such amount) (A) all Accrued Benefits, if any, to which the Employee on the date of termination Executive is entitled; (B) a lump sum cash payment of an amount equal to a pro rata portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) of the Annual Bonus based on the achievement of the applicable performance criteria for the year in which Executive’s employment terminates, payable at the 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 (iI) one year Base Salary, and (II) Target Bonus, payable in a lump sum on the first payroll date following the execution (and non- revocation) of the Employee’s Base Salary as general release of claims described in effect on such dateSection 10(f), subject to Section 10(g), and (ii) the EmployeeExecutive and his covered dependents shall be entitled to continued participation on the same terms and conditions as applicable immediately prior to the Executive’s Target Bonus Date of Termination for the calendar year eighteen-month period following the Date of Termination in such medical, dental, and hospitalization insurance coverage in which the termination occurs, (b) the Company will continue to provide medical benefits to the Employee (and, if covered Executive and his eligible dependents were participating immediately prior to such term, his or her spouse and dependents) for a period the Date 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 Employee 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 Employee the additional amount, if any, payable pursuant to Section 4 below, and (e) all outstanding stock options then held by the Employee will then become fully vested and immediately exercisable and will remain exercisable for 12 months following Employee’s termination of employment, notwithstanding any inconsistent language in any equity incentive plan or agreementTermination.