Common use of Certain Terminations in Connection with a Change in Control Clause in Contracts

Certain Terminations in Connection with a Change in Control. If the Company terminates the Executive’s employment other than for Cause, Death or Disability or the Executive terminates his employment hereunder with Good Reason, the Employment Period shall terminate upon the Date of Termination and if such Date of Termination occurs (x) upon or within twenty-four (24) months following the date of consummation of a Change in Control, or (y) either (a) within 90 days prior to the date a definitive agreement is executed which results in a Change in Control within 180 days after the date such definitive agreement is executed or (b) on or within 180 days following the date a definitive agreement is executed which results in a Change in Control within 180 days after the date such definitive agreement is executed, (i) the Company 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 Executive is entitled; (B) a lump sum 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 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) (the “Payment Date”), subject to Section 10(h) and Section 24; provided that in connection with a termination covered by clause (y), the payment of the additional one times Base Salary and Target Bonus amount shall be paid, subject to Section 10(h) and Section 24, on the later of the Payment Date or the date of the Change in Control; and (ii) the Executive and her covered dependents shall be entitled to continued participation on the 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 medical, dental, and hospitalization insurance coverage in which the Executive and his eligible dependents were participating immediately prior to the Date of Termination; provided the Company agrees to impute as taxable income to the Executive an amount equal to the full actuarial cost of such coverage, for each month during which such coverage is in effect for the Executive and/or his eligible dependents but only if and to the extent such imputation is required for the Executive to avoid being subject to tax under Section 105(h) of the Code, with respect to any payment or reimbursement of expenses made to the Executive or for the Executive and/or any of his eligible dependent’s benefit under such health care coverage.

Certain Terminations in Connection with a Change in Control. If the Company terminates the Executive’s 's employment other than for Cause, Death or Disability or the Executive terminates his employment hereunder with Good Reason, the Employment Period shall terminate upon without Cause (pursuant to Section 6(a)(v)) or for Good Reason (pursuant to Section 6(a)(iv)) within six months prior to a Change in Control or during the Date of Termination and if 12 month period immediately following such Date of Termination occurs (x) upon or within twenty-four (24) months following the date of consummation of a Change in Control, or the Company shall (y) either (a) within 90 days prior subject to the date a definitive agreement is executed which results in a Change in Control within 180 days after receipt of the date such definitive agreement is executed or (b) on or within 180 days following the date a definitive agreement is executed which results in a Change in Control within 180 days after the date such definitive agreement is executed, Release): (i) the Company shall pay or provide Pay to 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 Executive is entitled; (B) a lump sum 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 as set forth in Section 4(b); and (C) an amount equal to the product of (x) two (2) and (yA) the sum of the Executive’s his then current (Ii) Annual Base Salary and (IIii) Target BonusBonus for the year of termination, and (B) 1.5; payable in a lump sum equal monthly installments during the period beginning on the first payroll date following the execution (and non-revocation) of the general release of claims described in Section 10(g) (the “Payment Date”), subject to Section 10(h) and Section 24; provided that in connection with a termination covered by clause (y), the payment of the additional one times Base Salary and Target Bonus amount shall be paid, subject to Section 10(h) and Section 24, on the later of the Payment Date or the date of the Change in Control; and (ii) the Executive and her covered dependents shall be entitled to continued participation on the 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 medicaland ending on the 18 month anniversary thereafter; provided, dentalhowever, and hospitalization insurance coverage in which that no amount shall be payable pursuant to this Section 7(c)(i) on or following the date the Executive first (i) violates any of the covenants set forth in Section 9(a) or 9(b), or (ii) materially violates any of the covenants set forth in Section 9(c), 9(e) or 9(f); (ii) Continue to provide the Executive with all health and welfare benefits and perquisites which he was participating in or receiving as of the Date of Termination until the earlier of (A) the 18 month anniversary of the Date of Termination or (B) the date the Executive first (i) violates any of the covenants set forth in Section 9(a) or 9(b), or (ii) materially violates any of the covenants set forth in Section 9(c), 9(e) or 9(f). If such benefits cannot be provided under the Company's programs, such benefits and perquisites will be provided on an individual basis to the Executive such that his eligible dependents were participating after-tax costs will be no greater than the costs for such benefits and perquisites under the Company's programs; (iii) Notwithstanding any provision to the contrary in any Option or RSU agreement, cause all Options (including without limitation the Retention Options), RSUs (including without limitation the Retention RSUs) and other equity based compensation awards then held by the Executive to become fully vested and exercisable with respect to all shares subject thereto, effective immediately prior to the Date of Termination; provided Termination and all Options shall remain exercisable for the Company agrees to impute remainder of the 10 year term; (iv) Pay Executive a Pro-Rata Bonus, as taxable income to defined in Section 7(d), within 10 days following the Executive an amount equal to the full actuarial cost date of such coverage, for each month during which such coverage is in effect for the Executive and/or his eligible dependents but only if and to the extent such imputation is required for the Executive to avoid being subject to tax under Section 105(h) of the Code, with respect to any payment or reimbursement of expenses made to the Executive or for the Executive and/or any of his eligible dependent’s benefit under such health care coveragetermination.

Certain Terminations in Connection with a Change in Control. If the Company terminates the Executive’s employment other than for Cause, Death or Disability or the Executive terminates his employment hereunder with Good Reason, the Employment Period shall terminate upon the Date of Termination and if such Date of Termination occurs (x) upon or within twenty-four (24) months following the date of consummation of a Change in Control, or (y) either (a) within 90 days prior to the date a definitive agreement is executed which results in a Change in Control within 180 days after the date such definitive agreement is executed or (b) on or within 180 days following the date a definitive agreement is executed which results in a Change in Control within 180 days after the date such definitive agreement is executed, (i) the Company 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 Executive is entitled; (B) a lump sum 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 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) (the “Payment Date”), subject to Section 10(h) and Section 24; provided that in connection with a termination covered by clause (y), the payment of the additional one times Base Salary and Target Bonus amount shall be paid, subject to Section 10(h) and Section 24, on the later of the Payment Date or the date of the Change in Control; and (ii) the Executive and her his covered dependents shall be entitled to continued participation on the 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 medical, dental, and hospitalization insurance coverage in which the Executive and his eligible dependents were participating immediately prior to the Date of Termination; provided the Company agrees to impute as taxable income to the Executive an amount equal to the full actuarial cost of such coverage, for each month during which such coverage is in effect for the Executive and/or his eligible dependents but only if and to the extent such imputation is required for the Executive to avoid being subject to tax under Section 105(h) of the Code, with respect to any payment or reimbursement of expenses made to the Executive or for the Executive and/or any of his eligible dependent’s benefit under such health care coverage. In addition, the Executive’s equity awards granted prior to the Effective Date shall vest in accordance with Section 21 (or, if more favorable to the Executive, the applicable award agreement), the Executive’s other outstanding equity awards (including, without limitation, the Equity Awards) granted on or after the Effective Date and on or prior to December 31, 2020 shall vest in accordance with Section 4(c) and Exhibit A (or, if more favorable to the Executive, the applicable award agreement) and the Executive’s other outstanding equity awards shall vest in accordance with the applicable award agreement.

Certain Terminations in Connection with a Change in Control. If the Company terminates the Executive’s employment other than for Cause, Death or Disability or the Executive terminates his employment hereunder with Good Reason, the Employment Period shall terminate upon without Cause (pursuant to Section 6(a)(v)) or for Good Reason (pursuant to Section 6(a)(iv)) during the Date of Termination period commencing six months prior to, and if such Date of Termination occurs (x) upon or within twentyending 18-four (24) months following the date of consummation of after, a Change in Control, or in any such case, the Company shall (y) either (a) within 90 days prior subject to the date a definitive agreement is executed which results in a Change in Control within 180 days after receipt of the date such definitive agreement is executed or (b) on or within 180 days following the date a definitive agreement is executed which results in a Change in Control within 180 days after the date such definitive agreement is executed, Release): (i) the Company shall pay or provide Pay to 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 Executive is entitled; (B) a lump sum 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 as set forth in Section 4(b); and (C) an amount equal to the product of (x) two (2) and (yA) the sum of the Executive’s his then current (Ii) Annual 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) (the “Payment Date”), subject to Section 10(h) and Section 24; provided that in connection with a termination covered by clause (y), the payment of the additional one times Base Salary and Target Bonus amount shall be paid, subject to Section 10(h) and Section 24, on the later of the Payment Date or the date of the Change in Control; and (ii) the target Bonus payable to Executive and her covered dependents shall be entitled to continued participation on the same terms and conditions as applicable immediately prior with respect to the Executive’s Date of Termination for the eighteen (18) month period following the Date of Termination in such medical, dental, and hospitalization insurance coverage in which the Executive and his eligible dependents were participating fiscal year ending immediately prior to the Date of Termination, and (B) two; provided payable in a lump sum as soon as reasonably practicable after such termination of employment (or, if such termination occurs prior to the consummation of the Change in Control, as soon as reasonably practicable after the effective date of such Change in Control); (ii) Continue to provide the Executive (and his dependents) with the medical, dental and life insurance coverage in which he (or his dependents) was participating as of the Date of Termination (at a level then in effect with respect to coverage and employee premiums, but subject to such modifications as shall be established for all employees of the Company) until the earlier of (A) the second anniversary of the Date of Termination or (B) the date the Executive first (i) breaches any of the covenants set forth in Sections 9(a) or 9(b), or (ii) materially breaches any of the covenants set forth in Section 9(c) or 9(e), which is not remedied (if remediable) within 30 days after receipt of written notice from the Company agrees to impute as taxable income specifying such breach. If such coverage cannot be provided on a tax-advantaged basis under the Company’s program, the Company will make a supplemental payment to the Executive an amount equal such that his after-tax cost of coverage will be no greater than the cost for such coverage to a similarly-situated employee under the full actuarial program. Any increase in premium cost resulting from a change in the Executive’s coverage election shall be borne by the Executive. In order to receive such continued medical and dental coverage, the Executive must be eligible for and elect continuation coverage under “COBRA” under the terms of the applicable programs for the first 18 months of such coverage, and must not be eligible for each coverage under a medical or dental plan of another employer during the subsequent six month during which such coverage is period; and (iii) Pay Executive a Pro-Rata Bonus, as defined in effect Section 7(d), when bonuses are paid for the year of termination; and (iv) Notwithstanding any other provision of this Agreement, the parties acknowledge and agree that Sections 7(b) and 7(c) shall operate in the alternative and that any payments and benefits that the Executive and/or shall be entitled to receive pursuant to this Section 7(c) in connection with a termination of his eligible dependents but only if employment and the subsequent occurrence of a Change in Control shall be offset by payments and benefits received by the Executive pursuant to Section 7(b) on or prior to the extent effective date of such imputation is required for the Executive to avoid being subject to tax under Section 105(h) of the Code, with respect to any payment or reimbursement of expenses made to the Executive or for the Executive and/or any of his eligible dependent’s benefit under such health care coverageChange in Control.

Certain Terminations in Connection with a Change in Control. If the Company terminates the Executive’s employment other than for Cause, Death or Disability or the Executive terminates his her employment hereunder with Good Reason, the Employment Period shall terminate upon the Date of Termination and if such Date of Termination occurs (x) upon or within twenty-four (24) months following the date of consummation of a Change in Control, or (y) either (a) within 90 days prior to the date a definitive agreement is executed which results in a Change in Control within 180 days after the date such definitive agreement is executed or (b) on or within 180 days following the date a definitive agreement is executed which results in a Change in Control within 180 days after the date such definitive agreement is executed, (i) the Company 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 Executive is entitled; (B) a lump sum 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 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) (the “Payment Date”), subject to Section 10(h) and Section 24; provided that in connection with a termination covered by clause (y), the payment of the additional one times Base Salary and Target Bonus amount shall be paid, subject to Section 10(h) and Section 24, on the later of the Payment Date or the date of the Change in Control; and (ii) the Executive and her covered dependents shall be entitled to continued participation on the 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 medical, dental, and hospitalization insurance coverage in which the Executive and his her eligible dependents were participating immediately prior to the Date of Termination; provided the Company agrees to impute as taxable income to the Executive an amount equal to the full actuarial cost of such coverage, for each month during which such coverage is in effect for the Executive and/or his her eligible dependents but only if and to the extent such imputation is required for the Executive to avoid being subject to tax under Section 105(h) of the Code, with respect to any payment or reimbursement of expenses made to the Executive or for the Executive and/or any of his her eligible dependent’s benefit under such health care coverage.

Certain Terminations in Connection with a Change in Control. If the Company terminates the Executive’s employment other than for Cause, Death or Disability or the Executive terminates his employment hereunder with Good Reason, the Employment Period shall terminate upon the Date of Termination and if such Date of Termination occurs (x) upon or within twenty-four (24) months following the date of consummation of a Change in Control, or (y) either (a) within 90 days prior to the date a definitive agreement is executed which results in a Change in Control within 180 days after the date such definitive agreement is executed or (b) on or within 180 days following the date a definitive agreement is executed which results in a Change in Control within 180 days after the date such definitive agreement is executed, (i) the Company 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 Executive is entitled; (B) a lump sum 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 as set forth in Section 4(b); and (C) an amount equal to the product of (x) two three (23) 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) (the “Payment Date”), subject to Section 10(h) and Section 24; provided that in connection with a termination covered by clause (y), the payment of the additional one times Base Salary and Target Bonus amount shall be paid, subject to Section 10(h) and Section 24, on the later of the Payment Date or the date of the Change in Control; and (ii) the Executive and her his covered dependents shall be entitled to continued participation on the 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 medical, dental, and hospitalization insurance coverage in which the Executive and his eligible dependents were participating immediately prior to the Date of Termination; provided the Company agrees to impute as taxable income to the Executive an amount equal to the full actuarial cost of such coverage, for each month during which such coverage is in effect for the Executive and/or his eligible dependents but only if and to the extent such imputation is required for the Executive to avoid being subject to tax under Section 105(h) of the Code, with respect to any payment or reimbursement of expenses made to the Executive or for the Executive and/or any of his eligible dependent’s benefit under such health care coverage. In addition, the Executive’s equity awards granted prior to the Effective Date shall vest in accordance with Section 21 (or, if more favorable to the Executive, the applicable award agreement), the Executive’s other outstanding equity awards (including, without limitation, the Equity Awards) granted on or after the Effective Date and on or prior to December 31, 2020 shall vest in accordance with Section 4(c) and Exhibit A (or, if more favorable to the Executive, the applicable award agreement) and the Executive’s other outstanding equity awards shall vest in accordance with the applicable award agreement.