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

Certain Terminations in Connection with a Change of Control. If Executive terminates his employment with the Company (or any parent or subsidiary of the Company) for Good Reason or the Company (or any parent or subsidiary of the Company employing Executive) terminates Executive’s employment with the Company (or any parent or subsidiary of the Company) for a reason other than Cause, Executive’s Disability or Executive’s death within two (2) months prior to or twelve (12) months following a Change of Control, then (i) Executive shall receive the severance and other benefits set forth in Sections 3(a)(i)-(v), and (ii) 50% of the unvested shares subject to all of Executive’s outstanding rights to purchase or receive shares of the Company’s common stock (including, without limitation, through awards of stock options, stock appreciation rights, restricted stock units or similar awards) whether acquired by Executive before or after the date of this Agreement and 50% of any of Executive’s shares of Company common stock subject to a Company right of repurchase or forfeiture upon Executive’s termination of employment for any reason (whether acquired by Executive before or after the date of this Agreement), will immediately vest and, if applicable, become exercisable upon such termination. Notwithstanding the foregoing, if any termination of employment occurs during the period beginning on July 25, 2006 and ending on July 24, 2007, pursuant to which the Executive would otherwise qualify to receive severance benefits under this Section 3(b), then any amount or benefit determined by reference to Sections 3(a)(ii) and (iii) above shall be determined by substituting “twelve (12) months” for “six (6) months.” In addition, if the plan document or agreement governing any equity award would provide greater vesting rights than those provided under this Section 3(b), then the provisions of the plan, or agreement, as applicable, shall govern. In all other respects, such awards will continue to be subject to the terms and conditions of the plans, if any, under which they were granted and any applicable agreements between the Company and Executive.

Certain Terminations in Connection with a Change of Control. If Executive terminates his employment with the Company (or any parent or subsidiary of the Company) for Good Reason or the Company (or any parent or subsidiary of the Company employing ExecutiveCompany) terminates Executive’s employment with the Company (or any parent or subsidiary of the Company) for a reason other than Cause, Executive’s Disability or Executive’s death within two (2) months prior to or twelve (12) months following a Change of Control, then (i) Executive shall receive the severance and other benefits set forth in Sections 3(a)(i)-(v), and (ii) 50% of the unvested shares subject to all of Executive’s outstanding rights to purchase or receive shares of the Company’s common stock (including, without limitation, through awards of stock options, stock appreciation rights, restricted stock units or similar awards) whether acquired by Executive before or after the date of this Agreement and 50% of any of Executive’s shares of Company common stock subject to a Company right of repurchase or forfeiture upon Executive’s termination of employment for any reason (whether acquired by Executive before or after the date of this Agreement), will immediately vest and, if applicable, become exercisable upon such termination. Notwithstanding the foregoing, if any termination of employment occurs during the period beginning on July 25, 2006 and ending on July 24, 2007, pursuant to which the Executive would otherwise qualify to receive severance benefits under this Section 3(b), then any amount or benefit determined (x) Section 3(b)(ii) shall be amended by reference to Sections 3(a)(ii) substituting “100%” each place “50%” occurs; and (iiiy) (I) Section 3(a)(ii) above shall be determined amended to provide as follows: “Executive will be paid continuing payments of severance pay for eighteen months (18) months from the date of such termination at a monthly rate equal to Executive’s monthly base salary rate, as then in effect;” and (II) Section 3(a)(iii) above shall be amended by substituting “twelve eighteen (1218) months” for “six (6) months.” ”. In addition, if the plan document or agreement governing any equity award would provide greater vesting rights than those provided under this Section 3(b), then the provisions of the plan, or agreement, as applicable, shall govern. In all other respects, such awards will continue to be subject to the terms and conditions of the plans, if any, under which they were granted and any applicable agreements between the Company and Executive.

Certain Terminations in Connection with a Change of Control. If Executive terminates his employment with the Company (or any parent or subsidiary of the Company) for Good Reason or the Company (or any parent or subsidiary of the Company employing Executive) terminates Executive’s employment with the Company (or any parent or subsidiary of the Company) for a reason other than Cause, Executive’s Disability or Executive’s death within two (2) months prior to or twelve (12) months following a Change of Control, then (i) Executive shall receive the severance following: (i) Severance and other benefits set forth in Sections Section 3(a)(i)-(v), and ; and (ii) 50% The equity acceleration noted in this paragraph. If the Change of Control occurs within six (6) months of the Executive’s date of hire with the Company, 1/3 of the unvested shares subject to all of Executive’s outstanding rights to purchase or receive shares of the Company’s common stock (including, without limitation, through awards of stock options, stock appreciation rights, restricted stock units or similar awards) whether acquired by Executive before or after ), and 1/3 of the date of this Agreement and 50% of any of Executive’s shares of Company common stock subject to a Company right of repurchase or forfeiture upon Executive’s termination of employment for any reason (whether acquired by Executive before or after the date of this Agreement) (collectively, “Equity”), will immediately vest and, if applicable, shall become fully vested and exercisable upon as of the date of such termination. Notwithstanding If the foregoing, if any termination Change of employment Control occurs during the period beginning on July 25, 2006 and ending on July 24, 2007, pursuant to which the Executive would otherwise qualify to receive severance benefits under this Section 3(b), then any amount or benefit determined by reference to Sections 3(a)(iiafter six (6) and (iii) above shall be determined by substituting “months but less than twelve (12) months” for “six (6) months.” In additionmonths after the Executive’s date of hire with the Company, if the plan document or agreement governing any equity award would provide greater vesting rights than those provided under this Section 3(b), then the provisions 2/3 of the planEquity granted to the Executive shall become fully vested and exercisable as of the date of such termination. If the Change of Control occurs on or after twelve (12) months from the date of Executive’s date of hire with the Company, or agreement, all of the Executive’s Equity shall become fully vested and exercisable as applicable, shall governof the date of such termination. In all other respects, such awards will continue to be subject to the terms and conditions of the plans, if any, under which they were granted and any applicable agreements between the Company and Executive.

Certain Terminations in Connection with a Change of Control. If Executive terminates his employment with the Company (or any parent or subsidiary of the Company) for Good Reason or the Company (or any parent or subsidiary of the Company employing Executive) terminates Executive’s employment with the Company (or any parent or subsidiary of the Company) for a reason other than Cause, Executive’s Disability or Executive’s death within two (2) months prior to or twelve (12) months following a Change of Control, then (i) Executive shall receive the severance and other benefits set forth in Sections 3(a)(i)-(v), and (ii) 50% of the unvested shares subject to all of Executive’s outstanding rights to purchase or receive shares of the Company’s common stock (including, without limitation, through awards of stock options, stock appreciation rights, restricted stock units or similar awards) whether acquired by Executive before or after the date of this Agreement and 50% of any of Executive’s shares of Company common stock subject to a Company right of repurchase or forfeiture upon Executive’s termination of employment for any reason (whether acquired by Executive before or after the date of this Agreement), will immediately vest and, if applicable, become exercisable upon such termination. Notwithstanding the foregoing, if any termination of employment occurs during the period beginning on July 25, 2006 and ending on July 24, 2007, pursuant to which the Executive would otherwise qualify to receive severance benefits under this Section 3(b), then (x) Section 3(b)(ii) shall be amended by substituting “100%” each place “50%” occurs; and (y) any amount or benefit determined by reference to Sections 3(a)(ii) and (iii) above shall be determined by substituting “twelve (12) months” for “six (6) months.” In addition, if the plan document or agreement governing any equity award would provide greater vesting rights than those provided under this Section 3(b), then the provisions of the plan, or agreement, as applicable, shall govern. In all other respects, such awards will continue to be subject to the terms and conditions of the plans, if any, under which they were granted and any applicable agreements between the Company and Executive.

Certain Terminations in Connection with a Change of Control. If Executive terminates his employment with the Company (or any parent or subsidiary of the Company) for -2- Initials: /s/ RA /s/ TC Good Reason or the Company (or any parent or subsidiary of the Company employing Executive) terminates Executive’s employment with the Company (or any parent or subsidiary of the Company) for a reason other than Cause, Executive’s Disability or Executive’s death within two (2) months prior to or twelve (12) months following a Change of Control, then then: (i) Executive shall receive the severance and other benefits set forth in Sections Section 3(a)(i)-(v), and ; and (ii) 50100% of the unvested shares subject to all of Executive’s outstanding rights to purchase or receive shares of the Company’s common stock (including, without limitation, through awards of stock options, stock appreciation rights, restricted stock units or similar awards) whether acquired by Executive before or after the date of this Agreement and 50100% of any of Executive’s shares of Company common stock subject to a Company right of repurchase or forfeiture upon Executive’s termination of employment for any reason (whether acquired by Executive before or after the date of this Agreement), will immediately vest and, if applicable, become exercisable upon such termination. Notwithstanding the foregoing, if any termination of employment occurs during the period beginning on July 25, 2006 and ending on July 24, 2007, pursuant to which the Executive would otherwise qualify to receive severance benefits under this provisions of Section 3(b), then any amount or benefit determined by reference to Sections 3(a)(ii3(a)(iv) and (iii) above shall be determined by substituting “twelve (12) months” for “six (6) months.” above. In addition, if the plan document or agreement governing any equity award would provide greater vesting rights than those provided under this Section 3(b), then the provisions of the plan, or agreement, as applicable, shall govern. In all other respects, such awards will continue to be subject to the terms and conditions of the plans, if any, under which they were granted and any applicable agreements between the Company and Executive.

Certain Terminations in Connection with a Change of Control. If Executive terminates his employment with the Company (or any parent or subsidiary of the Company) for Good Reason or the Company (or any parent or subsidiary of the Company employing ExecutiveCompany) terminates Executive’s employment with the Company (or any parent or subsidiary of the Company) for a reason other than Cause, Executive’s Disability or Executive’s death within two (2) months prior to or twelve (12) months following a Change of Control, then (i) Executive shall receive the severance and other benefits set forth in Sections 3(a)(i)-(v), and (ii) 50100% of the unvested shares subject to all of Executive’s outstanding rights to purchase or receive shares of the Company’s common stock (including, without limitation, through awards of stock options, stock appreciation rights, restricted stock units or similar awards) whether acquired by Executive before or after the date of this Agreement and 50100% of any of Executive’s shares of Company common stock subject to a Company right of repurchase or forfeiture upon Executive’s termination of employment for any reason (whether acquired by Executive before or after the date of this Agreement), will immediately vest and, if applicable, become exercisable upon such termination. Notwithstanding the foregoing, if any termination of employment occurs during the period beginning on July 25, 2006 and ending on July 24, 2007, pursuant to which the Executive would otherwise qualify to receive severance benefits under this Section 3(b), then any amount or benefit determined by reference to Sections 3(a)(ii) and (iii) above shall be determined by substituting “twelve (12) months” for “six (6) months.” In addition, if the plan document or agreement governing any equity award would provide greater vesting rights than those provided under this Section 3(b), then the provisions of the plan, or agreement, as applicable, shall govern. In all other respects, such awards will continue to be subject to the terms and conditions of the plans, if any, under which they were granted and any applicable agreements between the Company and Executive.