Common use of Change in Control of the Company Clause in Contracts

Change in Control of the Company. If the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason during the six (6) month period immediately following the Change in Control of the Company, then in lieu of any amounts otherwise payable under Sections 6(e) or 6(f) hereof, the Executive shall be entitled to: (i) the Accrued Obligations, payable as soon as reasonably practicable following the Termination Date; (ii) the Termination Year Bonus, payable within four (4) months after the last day of the Bonus Period in which the Termination Date occurs; (iii) the Severance Amount, payable in equal monthly installments during the Severance Period commencing with the first calendar month immediately following the month in which the employment of Executive has been terminated; (iv) continuation of the health benefits provided to Executive and his covered dependants under the Company health plans as in effect from time to time after the date of such termination with the Company paying all premiums until the earlier of: (A) eighteen (18) months following the Termination Date, or (B) the date the Executive commences employment with any person or entity and, thus, is eligible for health insurance benefits; provided, however, that as a condition of continuation of such benefits, the Company may require the Executive to elect to continue his health insurance pursuant to COBRA; and (v) all Options granted to Executive as described in Exhibit B hereto and any other options granted to Executive to purchase the Company’s common stock prior to after the date of this Agreement shall immediately vest and be exercisable for a period of nine (9) months from the date of the termination; provided, however, such period of nine (9) months shall not exceed the earlier of the latest date upon which such options could have expired by their original terms under any circumstances or the tenth anniversary of the original date of grant of such options.

Change in Control of the Company. If the Executive’s employment is terminated by the Company without Cause during (x) the 6-month period preceding the date of the Change in Control or by (y) the Executive for Good Reason during the six two (62) month year period immediately following the Change in Control of the CompanyControl, then in lieu of any amounts otherwise payable under Sections 6(e) or 6(f) hereof, the Executive shall be entitled to: (i) the The Accrued Obligations, payable as soon as reasonably practicable following and when those amounts would have been payable had the Termination DateTerm of Employment not ended; (ii) the The Termination Year Bonus, payable within four (4) 2 1/2 months after the last day of the Bonus Period in which the Termination Date occurs; (iii) the The Severance Amount, payable within the later of ten (10) business days after the Termination Date or the expiration of the seven (7) day revocation period for the general release described in equal monthly installments during the Severance Period commencing with the first calendar month immediately following the month in which the employment of Executive has been terminated;Section 6(j); and (iv) continuation Continuation, at the Company’s expense, of the health benefits provided to Executive and his covered dependants under the Company health plans as in effect from time to time after the date of such termination with at the Company paying all premiums same cost applicable to active employees until the earlier of: (A) eighteen (18) months following the Termination Dateexpiration of the Severance Term, or (B) the date the Executive commences employment with any person or entity and, thus, is eligible for health insurance benefits; provided, however, that as a condition of continuation of such benefits, the Company may require the Executive to elect to continue his health insurance pursuant to COBRA. In the event that the Company is unable to provide the Executive and his covered dependents with any health benefits required pursuant to this Section 6(i)(iv), then the Company shall pay the Executive cash equal to the value of the benefit that otherwise would have accrued for the Executive’s benefit under the plan, for the period during which such benefits could not be provided under the plans, said cash payments to be made monthly until such time as the benefits would otherwise terminate pursuant to this Section 6(i)(iv); and (v) all Options granted to Executive as described in Exhibit B hereto and any other options granted to Executive to purchase the Company’s common stock Vesting, immediately prior to after the date of this Agreement shall immediately vest and be exercisable for a period of nine (9) months from the date of the such termination; provided, however, such period of nine (9) months shall in any Equity Awards that have not exceed the earlier of the latest date upon which such options could have expired by their original terms under any circumstances or the tenth anniversary of the original date of grant of such optionspreviously vested.

Change in Control of the Company. If If, during the one (1) year period commencing on the date of a Change in Control, the Executive’s employment Continuous Service is terminated by the Executive for Good Reason, or on account of the Executive’s death or Disability, or the Executive’s Continuous Service is terminated by the Company without Cause or by the Executive for Good Reason during the six (6) month period immediately following the Change in Control of the CompanyCause, then in lieu of any amounts otherwise payable under Sections 6(e) or 6(f) this Section 1 hereof, the Executive shall be entitled to: (i) the Accrued Obligations, payable as soon as reasonably practicable on the first regular payday following the Termination Date, or in the case of any benefits payable under any employee benefit plans, on the date on which they are payable under those plans; (ii) the Termination Year Bonus, payable within four (4) 2-1/2 months after the last day of the applicable Bonus Period in which the Termination Date occurs; (iii) the Severance Amount, payable as a lump sum at the earliest time permitted under Section 2; provided, however, that if the Change in Control does not fall within the definition of a change in control under Section 409A(a)(2)(A)(v) of the Code, then if and to the extent necessary to comply with Section 409A of the Code, the Severance Amount shall be payable in equal monthly installments consistent with the Company’s normal payroll schedule during the Severance Period commencing with the first calendar month immediately two (2) year period following the month in which Termination Date, or on such earlier date as shall be permissible without violating Section 409A of the employment of Executive has been terminatedCode; (iv) full and immediate vesting of all outstanding Equity Awards held by the Executive on the Termination Date; provided, however, that with respect to the vesting of any Equity Awards that is based upon satisfaction of any performance criteria, vesting shall be determined as if the target goals that relate to such criteria had been achieved; and (v) continuation of the health benefits provided to Executive and his covered dependants dependents under the Company health plans as in effect from time to time after the date of such termination with Termination Date at the Company paying all premiums same cost applicable to active employees until the earlier of: (A) eighteen the expiration of the one (181) months year period following the Termination Date, or (B) the date the Executive commences employment with any person or entity and, thus, is eligible for health insurance benefitsbenefits under a plan maintained by any employer with who the Executive may be employed following the Termination Date; provided, however, that as a condition of continuation of such benefits, the Company may require the Executive to elect to continue his health insurance pursuant to COBRA; and (v) all Options granted to Executive as described in Exhibit B hereto and any other options granted to Executive to purchase the Company’s common stock prior to after the date of this Agreement shall immediately vest and be exercisable for a period of nine (9) months from the date of the termination; provided, however, such period of nine (9) months shall not exceed the earlier of the latest date upon which such options could have expired by their original terms under any circumstances or the tenth anniversary of the original date of grant of such options.

Change in Control of the Company. If the Executive’s employment is terminated by the Company (or any entity to which the obligations and benefits under this Agreement have been assigned, pursuant to Section 10) without Cause or by the Executive for Good Reason during the six one (61) month year period immediately following the Change in Control of the CompanyControl, then in lieu of any amounts otherwise payable under Sections 6(e) or 6(f) Section 6 hereof, the Executive shall be entitled toto the following: (i) the The Accrued Obligations, payable as soon as reasonably practicable following and when those amounts would have been payable had the Termination DateTerm of Employment not ended; (ii) the The Termination Year Bonus, payable within four (4) 2 1/2 months after the last day of the Bonus Period in which the Termination Date occurs; (iii) A lump-sum payment equal to the Change in Control Severance Amount, payable in equal monthly installments during on the Severance Period commencing with the sixty-first calendar month (61st) day immediately following the month in which the employment of Executive has been terminatedTermination Date; (iv) continuation of Provided that the Executive timely elects continued coverage under COBRA, health benefits provided to and dental coverage for the Executive and his covered dependants under dependents may be continued during the Severance Term, in accordance with the terms of the applicable Company health plans as in effect from time to time after time. The Company will reimburse the date Executive for the monthly COBRA cost of continued health and dental coverage paid by the Executive under the health and dental plans of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the Company; provided that such termination with the Company paying all premiums until reimbursements shall not continue beyond the earlier of: (A) eighteen the expiration of the two (182) months year period following the Termination Datedate on which the Term of Employment ends, or (B) the date the Executive commences employment with any person or entity and, thus, is eligible for health insurance benefits; provided, however, that as a condition of continuation of such benefits, the Company may require the Executive to elect to continue his health insurance pursuant to COBRA; and (v) all Options granted to Executive as described in Exhibit B hereto and any other options granted to Executive to purchase the Company’s common stock Vesting, immediately prior to after such termination, in any Equity Awards that have not previously vested. Notwithstanding the date foregoing, in this Section 6(i), if a Change in Control does not meet the requirements of this Agreement shall immediately vest and be exercisable for a period of nine (9) months from the date “change in control event” under Section 409A of the termination; providedCode, however, such period of nine (9then the amounts to be paid under this Section 6(i) months shall not exceed will be paid in the earlier of the latest date upon which such options could have expired by their original terms under any circumstances or the tenth anniversary of the original date of grant of such optionsforms set forth in Section 6(e).

Change in Control of the Company. If If, during the one (1) year period commencing on the date of a Change in Control, the Executive’s employment Continuous Service is terminated by the Executive for any reason or the Executive’s Continuous Service is terminated by the Company without Cause or by the Executive for Good Reason during the six (6) month period immediately following the Change in Control of the CompanyCause, then in lieu of any amounts otherwise payable under Sections 6(e) or 6(f) this Section 1 hereof, the Executive shall be entitled to: (i) the Accrued Obligations, payable as soon as reasonably practicable on the first regular payday following the Termination Date, or in the case of any benefits payable under any employee benefit plans, on the date on which they are payable under those plans; (ii) the Termination Year Bonus, payable within four (4) 2-1/2 months after the last day of the applicable Bonus Period in which the Termination Date occurs; (iii) the Severance Amount, payable as a lump sum at the earliest time permitted under Section 2; provided, however, that if the Change in Control does not fall within the definition of a change in control under Section 409A(a)(2)(A)(v) of the Code, then if and to the extent necessary to comply with Section 409A of the Code, the Severance Amount shall be payable in equal monthly installments consistent with the Company’s normal payroll schedule during the Severance Period commencing with the first calendar month immediately three (3) year period following the month in which Termination Date, or on such earlier date as shall be permissible without violating Section 409A of the employment of Executive has been terminatedCode; (iv) full and immediate vesting of all outstanding Equity Awards held by the Executive on the Termination Date; provided, however, that with respect to the vesting of any Equity Awards that is based upon satisfaction of any performance criteria, vesting shall be determined as if the target goals that relate to such criteria had been achieved; and (v) continuation of the health benefits provided to Executive and his covered dependants dependents under the Company health plans as in effect from time to time after the date of such termination with Termination Date at the Company paying all premiums same cost applicable to active employees until the earlier of: (A) eighteen the expiration of the one (181) months year period following the Termination Date, or (B) the date the Executive commences employment with any person or entity and, thus, is eligible for health insurance benefitsbenefits under a plan maintained by any employer with who the Executive may be employed following the Termination Date; provided, however, that as a condition of continuation of such benefits, the Company may require the Executive to elect to continue his health insurance pursuant to COBRA; and (v) all Options granted to Executive as described in Exhibit B hereto and any other options granted to Executive to purchase the Company’s common stock prior to after the date of this Agreement shall immediately vest and be exercisable for a period of nine (9) months from the date of the termination; provided, however, such period of nine (9) months shall not exceed the earlier of the latest date upon which such options could have expired by their original terms under any circumstances or the tenth anniversary of the original date of grant of such options.

Change in Control of the Company. If If, during the one (1) year period commencing on the date of a Change in Control, the Executive’s employment Continuous Service is terminated by the Executive for any reason or the Executive’s Continuous Service is terminated by the Company without Cause Cause, and, the Executive did not vote any securities of the Company or Schottenstein Realty LP that are directly or indirectly owned or controlled by the Executive for Good Reason during the six (6) month period immediately following in favor of the Change in Control (if and to the extent the event constituting a Change in Control was subject to a vote of the Companysecurity holders of the Company and/or Schottenstein Realty LP), then in lieu of any amounts otherwise payable under Sections 6(e) or 6(f) this Section 1 hereof, the Executive shall be entitled to: (i) the Accrued Obligations, payable as soon as reasonably practicable on the first regular payday following the Termination Date, or in the case of any benefits payable under any employee benefit plans, on the date on which they are payable under those plans; (ii) the Termination Year Bonus, payable within four (4) 2-1/2 months after the last day of the applicable Bonus Period in which the Termination Date occurs; (iii) the Severance Amount, payable in equal monthly installments during as a lump sum at the Severance Period commencing with the first calendar month immediately following the month in which the employment of Executive has been terminatedearliest time permitted under Section 2; (iv) full and immediate vesting of all outstanding Equity Awards held by the Executive on the Termination Date; provided, however, that with respect to the vesting of any Equity Awards that is based upon satisfaction of any performance criteria, vesting shall be determined as if the target goals that relate to such criteria had been achieved; and (v) continuation of the health benefits provided to Executive and his covered dependants dependents under the Company health plans as in effect from time to time after the date of such termination with Termination Date at the Company paying all premiums same cost applicable to active employees until the earlier of: (A) eighteen the expiration of the one (181) months year period following the Termination Date, or (B) the date the Executive commences employment with any person or entity and, thus, is eligible for health insurance benefitsbenefits under a plan maintained by any employer with who the Executive may be employed following the Termination Date; provided, however, that as a condition of continuation of such benefits, the Company may require the Executive to elect to continue his health insurance pursuant to COBRA; and (v) all Options granted to Executive as described in Exhibit B hereto and any other options granted to Executive to purchase the Company’s common stock prior to after the date of this Agreement shall immediately vest and be exercisable for a period of nine (9) months from the date of the termination; provided, however, such period of nine (9) months shall not exceed the earlier of the latest date upon which such options could have expired by their original terms under any circumstances or the tenth anniversary of the original date of grant of such options.

Change in Control of the Company. If the Executive’s employment is terminated by the Company (or any entity to which the obligations and benefits under this Agreement have been assigned, pursuant to Section 10) without Cause or by the Executive for Good Reason during the six one (61) month year period immediately following the Change in Control of the CompanyControl, then in lieu of any amounts otherwise payable under Sections 6(e) or 6(f) Section 6 hereof, the Executive shall be entitled toto the following: (i) the The Accrued Obligations, payable as soon as reasonably practicable following and when those amounts would have been payable had the Termination DateTerm of Employment not ended; (ii) the The Termination Year Bonus, payable within four (4) 2 1/2 months after the last day of the Bonus Period in which the Termination Date occurs; (iii) A lump-sum payment equal to the Change in Control Severance Amount, payable in equal monthly installments during on the Severance Period commencing with the sixty-first calendar month (61st) day immediately following the month in which the employment of Executive has been terminatedTermination Date; (iv) continuation Provided that the Executive timely elects continued coverage under COBRA, health and dental coverage for the Executive and her covered dependents may be continued during the Severance Term, in accordance with the terms of the health benefits provided to Executive and his covered dependants under the applicable Company health plans as in effect from time to time after time. The Company will reimburse the date Executive for the monthly COBRA cost of continued health and dental coverage paid by the Executive under the health and dental plans of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the Company; provided that such termination with the Company paying all premiums until reimbursements shall not continue beyond the earlier of: (A) eighteen the expiration of the two (182) months year period following the Termination Datedate on which the Term of Employment ends, or (B) the date the Executive commences employment with any person or entity and, thus, is eligible for health insurance benefits; provided, however, that as a condition of continuation of such benefits, the Company may require the Executive to elect to continue his health insurance pursuant to COBRA; and (v) all Options granted to Executive as described in Exhibit B hereto and any other options granted to Executive to purchase the Company’s common stock Vesting, immediately prior to after such termination, in any Equity Awards that have not previously vested. Notwithstanding the date foregoing, in this Section 6(i), if a Change in Control does not meet the requirements of this Agreement shall immediately vest and be exercisable for a period of nine (9) months from the date “change in control event” under Section 409A of the termination; providedCode, however, such period of nine (9then the amounts to be paid under this Section 6(i) months shall not exceed will be paid in the earlier of the latest date upon which such options could have expired by their original terms under any circumstances or the tenth anniversary of the original date of grant of such optionsforms set forth in Section 6(e).

Change in Control of the Company. If If, during the one (1) year period commencing on the date of a Change in Control, the Executive’s employment Continuous Service is terminated by the Executive for Good Reason, or on account of the Executive’s death or Disability, or the Executive’s Continuous Service is terminated by the Company without Cause or by the Executive for Good Reason during the six (6) month period immediately following the Change in Control of the CompanyCause, then in lieu of any amounts otherwise payable under Sections 6(e) or 6(f) this Section 1 hereof, the Executive shall be entitled to: (i) the Accrued Obligations, payable as soon as reasonably practicable on the first regular payday following the Termination Date, or in the case of any benefits payable under any employee benefit plans, on the date on which they are payable under those plans; (ii) the Termination Year Bonus, payable within four (4) 2-1/2 months after the last day of the applicable Bonus Period in which the Termination Date occurs; (iii) the Severance Amount, payable as a lump sum at the earliest time permitted under Section 2; provided, however, that if the Change in Control does not fall within the definition of a change in control under Section 409A(a)(2)(A)(v) of the Code, then if and to the extent necessary to comply with Section 409A of the Code, the Severance Amount shall be payable in equal monthly installments consistent with the Company’s normal payroll schedule during the Severance Period commencing with the first calendar month immediately one (1) year period following the month in which Termination Date, or on such earlier date as shall be permissible without violating Section 409A of the employment of Executive has been terminatedCode; (iv) full and immediate vesting of all outstanding Equity Awards held by the Executive on the Termination Date; provided, however, that with respect to the vesting of any Equity Awards that is based upon satisfaction of any performance criteria, vesting shall be determined as if the target goals that relate to such criteria had been achieved; and (v) continuation of the health benefits provided to Executive and his covered dependants dependents under the Company health plans as in effect from time to time after the date of such termination with Termination Date at the Company paying all premiums same cost applicable to active employees until the earlier of: (A) eighteen the expiration of the one (181) months year period following the Termination Date, or (B) the date the Executive commences employment with any person or entity and, thus, is eligible for health insurance benefitsbenefits under a plan maintained by any employer with who the Executive may be employed following the Termination Date; provided, however, that as a condition of continuation of such benefits, the Company may require the Executive to elect to continue his health insurance pursuant to COBRA; and (v) all Options granted to Executive as described in Exhibit B hereto and any other options granted to Executive to purchase the Company’s common stock prior to after the date of this Agreement shall immediately vest and be exercisable for a period of nine (9) months from the date of the termination; provided, however, such period of nine (9) months shall not exceed the earlier of the latest date upon which such options could have expired by their original terms under any circumstances or the tenth anniversary of the original date of grant of such options.

Change in Control of the Company. If the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason during the six eighteen (618) month period immediately following the Change in Control of the CompanyControl, then in lieu of any amounts otherwise payable under Sections 6(e) or 6(f) hereof, the Executive shall be entitled to: (i) the The Accrued Obligations, payable as soon as reasonably practicable following and when those amounts would have been payable had the Termination DateTerm of Employment not ended; (ii) the The Termination Year Bonus, payable within four (4) months after as and when those amounts would have been payable had the last day Term of the Bonus Period in which the Termination Date occursEmployment not ended; (iii) A lump-sum payment equal to the Severance Amount, payable in equal monthly installments during on the Severance Period commencing with the first calendar month 30th day immediately following the month in which the employment of Executive has been terminated;Termination Date; and (iv) continuation the Company shall reimburse, on a monthly basis, Executive’s COBRA premium under the Company’s major medical group health and dental plan (including the costs of the health benefits provided Executive’s premium required to Executive and maintain coverage for his covered dependants under the Company health plans as in effect from time to time dependents) for a period of 18 months after the date of such termination with or the Company paying all premiums until expiration of the earlier of: (A) eighteen (18) months following the Termination Date, or (B) the date the Executive commences employment with any person or entity and, thus, is eligible for health insurance benefits; period in which COBRA coverage must be provided, however, that as a condition of continuation of such benefits, the Company may require the Executive to elect to continue his health insurance pursuant to COBRAwhichever is less; and (v) all Options All Equity Awards and or stock options previously granted to the Executive as described in Exhibit B hereto and any other options granted to Executive to purchase the Company’s common stock that remain outstanding immediately prior to after the effective date of this Agreement Termination shall immediately vest become fully vested and be exercisable upon the occurrence of such Termination and shall remain exercisable for a period of nine two (92) months from years thereafter. If, upon the date Termination Date, the Company is not a publicly traded corporation, the stock options shall be cancelled and, in exchange, the Company shall pay to the Executive, in full settlement of all rights with respect to the stock options, an aggregate amount in cash equal to the fair market value of a share of the termination; providedCompany’s Common Stock on the Termination Date minus the per share exercise price for the stock options, however, such period times the number of nine (9) months shall shares to which the stock options have not exceed been exercised at the earlier time of the latest date upon which such options could have expired by their original terms under any circumstances or the tenth anniversary Termination. Such cash payment shall be made within thirty (30) days of the original date of grant of such optionsTermination Date.

Change in Control of the Company. If the Executive’s employment is terminated by the Company (or any entity to which the obligations and benefits under this Agreement have been assigned, pursuant to Section 10) without Cause or by the Executive for Good Reason during the six two (62) month year period immediately following the Change in Control of the CompanyControl, then in lieu of any amounts otherwise payable under Sections 6(e) or 6(f) Section 6 hereof, the Executive shall be entitled toto the following: (i) the The Accrued Obligations, payable as soon as reasonably practicable following and when those amounts would have been payable had the Termination DateTerm of Employment not ended; (ii) the The Termination Year Bonus, payable within four (4) 2 1/2 months after the last day of the Bonus Period in which the Termination Date occurs; (iii) A lump-sum payment equal to the Change in Control Severance Amount, payable in equal monthly installments during on the Severance Period commencing with the sixty-first calendar month (61st) day immediately following the month in which the employment of Executive has been terminatedTermination Date; (iv) continuation of Provided that the Executive timely elects continued coverage under COBRA, health benefits provided to and dental coverage for the Executive and his covered dependants under dependents may be continued during the Severance Term, in accordance with the terms of the applicable Company health plans as in effect from time to time after time. The Company will reimburse the date Executive for the monthly COBRA cost of continued health and dental coverage paid by the Executive under the health and dental plans of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the Company; provided that such termination with the Company paying all premiums until reimbursements shall not continue beyond the earlier of: (A) eighteen the expiration of the two (182) months year period following the Termination Datedate on which the Term of Employment ends, or (B) the date the Executive commences employment with any person or entity and, thus, is eligible for health insurance benefits; provided, however, that as a condition of continuation of such benefits, the Company may require the Executive to elect to continue his health insurance pursuant to COBRA; and (v) all Options granted to Executive as described in Exhibit B hereto and any other options granted to Executive to purchase the Company’s common stock Vesting, immediately prior to after such termination, in any Equity Awards that have not previously vested. Notwithstanding the date foregoing, in this Section 6(i), if a Change in Control does not meet the requirements of this Agreement shall immediately vest and be exercisable for a period of nine (9) months from the date “change in control event” under Section 409A of the termination; providedCode, however, such period of nine (9then the amounts to be paid under this Section 6(i) months shall not exceed will be paid in the earlier of the latest date upon which such options could have expired by their original terms under any circumstances or the tenth anniversary of the original date of grant of such optionsforms set forth in Section 6(e).

Change in Control of the Company. If the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason during the six twelve (612) month period immediately following the Change in Control of the CompanyControl, then in lieu of any amounts otherwise payable under Sections 6(e) or 6(f) hereof, the Executive shall be entitled to: (i) the The Accrued Obligations, payable as soon as reasonably practicable following and when those amounts would have been payable had the Termination DateTerm of Employment not ended; (ii) the The Termination Year Bonus, payable within four (4) months after as and when those amounts would have been payable had the last day Term of the Bonus Period in which the Termination Date occursEmployment not ended; (iii) A lump-sum payment equal to the Severance Amount, payable in equal monthly installments during on the Severance Period commencing with the first calendar month 30th day immediately following the month in which the employment of Executive has been terminated;Termination Date; and (iv) continuation the Company shall reimburse, on a monthly basis, Executive’s COBRA premium under the Company’s major medical group health and dental plan (including the costs of the health benefits provided Executive’s premium required to Executive and maintain coverage for his covered dependants under the Company health plans as in effect from time to time dependents) for a period of 18 months after the date of such termination with or the Company paying all premiums until expiration of the earlier of: (A) eighteen (18) months following the Termination Date, or (B) the date the Executive commences employment with any person or entity and, thus, is eligible for health insurance benefits; period in which COBRA coverage must be provided, however, that as a condition of continuation of such benefits, the Company may require the Executive to elect to continue his health insurance pursuant to COBRAwhichever is less; and (v) all Options All Equity Awards and or stock options previously granted to the Executive as described in Exhibit B hereto and any other options granted to Executive to purchase the Company’s common stock that remain outstanding immediately prior to after the effective date of this Agreement Termination shall immediately vest become fully vested and be exercisable upon the occurrence of such Termination and shall remain exercisable for a period of nine two (92) months from years thereafter. If, upon the date Termination Date, the Company is not a publicly traded corporation, the stock options shall be cancelled and, in exchange, the Company shall pay to the Executive, in full settlement of all rights with respect to the stock options, an aggregate amount in cash equal to the fair market value of a share of the termination; providedCompany’s Common Stock on the Termination Date minus the per share exercise price for the stock options, however, such period times the number of nine (9) months shall shares to which the stock options have not exceed been exercised at the earlier time of the latest date upon which such options could have expired by their original terms under any circumstances or the tenth anniversary Termination. Such cash payment shall be made within thirty (30) days of the original date of grant of such optionsTermination Date.

Change in Control of the Company. If the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason during the six eighteen (618) month period immediately following the Change in Control of the CompanyControl, then in lieu of any amounts otherwise payable under Sections 6(e) ), or 6(f) hereof, the Executive shall be entitled to: (i) the The Accrued Obligations, payable as soon as reasonably practicable following and when those amounts would have been payable had the Termination DateTerm of Employment not ended; (ii) the Termination Year Bonus, payable within four (4) months after as and when those amounts would have been payable had the last day Term of the Bonus Period in which the Termination Date occursEmployment not ended; (iii) A lump-sum payment equal to the Severance Amount, payable in equal monthly installments during on the Severance Period commencing with the first calendar month thirtieth (30th) day immediately following the month in which the employment of Executive has been terminatedTermination Date; (iv) continuation A lump-sum payment equal to the Termination Payment, payable on the thirtieth (30th) day immediately following the Termination Date; (v) Continuation of the health benefits provided to Executive and his covered dependants dependents under the Company health plans as in effect from time to time after the date of such termination with at the Company paying all premiums same cost applicable to active employees until the earlier of: (A) the eighteen (18) months following month anniversary of the Termination Date, or (B) the date the Executive commences employment with any person or entity Person and, thus, is eligible for health insurance benefits; provided, however, that as a condition of continuation of such benefits, the Company may require the Executive to elect to continue his health insurance pursuant to COBRA; and (vvi) all Options All Equity Awards previously granted to the Executive as described in Exhibit B hereto and any other options granted to Executive to purchase the Company’s common stock that remain outstanding immediately prior to after the effective date of this Agreement a Change in Control shall immediately vest become fully vested and be exercisable upon the occurrence of such Change in Control and shall remain exercisable for a period of nine two (92) months from years thereafter regardless of whether Executive continues to be employed by the Company. If, upon the Change in Control, the Company is not a publicly traded corporation, the stock options shall be cancelled and, in exchange, the Company shall pay to the Executive, in full settlement of all rights with respect to the stock options, an aggregate amount in cash equal to the fair market value of a share of the Company’s Common Stock on the date the Change in Control minus the per share exercise price for the stock options, times the number of shares to which the stock options have not been exercised at the time of the Change in Control. Such cash payment shall be made within thirty (30) days of the effective date of the termination; provided, however, such period of nine (9) months shall not exceed the earlier of the latest date upon which such options could have expired by their original terms under any circumstances or the tenth anniversary of the original date of grant of such optionsChange in Control.

Change in Control of the Company. If the Executive’s employment is terminated by the Company (or any entity to which the obligations and benefits under this Agreement have been assigned, pursuant to Section 10) without Cause or by the Executive for Good Reason during the six one (61) month year period immediately following the Change in Control of the CompanyControl, then in lieu of any amounts otherwise payable under Sections 6(e) or 6(f) Section 6 hereof, the Executive shall be entitled toto the following: (i) the The Accrued Obligations, payable as soon as reasonably practicable following and when those amounts would have been payable had the Termination DateTerm of Employment not ended; (ii) the The Termination Year Bonus, payable within four (4) 2 1/2 months after the last day of the Bonus Period in which the Termination Date occurs; (iii) A lump-sum payment equal to the Change in Control Severance Amount, payable in equal monthly installments during on the Severance Period commencing with the sixty-first calendar month (61st) day immediately following the month in which the employment of Executive has been terminatedTermination Date; (iv) continuation Provided that the Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), health and dental coverage for the Executive and her covered dependents may be continued during the Severance Term, in accordance with the terms of the health benefits provided to Executive and his covered dependants under the applicable Company health plans as in effect from time to time after time. The Company will reimburse the date Executive for the monthly COBRA cost of continued health and dental coverage paid by the Executive under the health and dental plans of the Company, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of the Company; provided that such termination with the Company paying all premiums until reimbursements shall not continue beyond the earlier of: (A) eighteen (18) months the expiration of the two year period following the Termination Date, or (B) the date the Executive commences employment with any person or entity and, thus, is eligible for health insurance benefits; provided, however, that as a condition of continuation of such benefits, the Company may require the Executive to elect to continue his health insurance pursuant to COBRA; and (v) all Options granted to Executive as described in Exhibit B hereto and any other options granted to Executive to purchase the Company’s common stock Vesting, immediately prior to after such termination, in any Equity Awards that have not previously vested. Notwithstanding the date foregoing, in this Section 6(i), if a Change in Control does not meet the requirements of this Agreement shall immediately vest and be exercisable for a period of nine (9) months from the date “change in control event” under Section 409A of the termination; providedCode, however, such period of nine (9then the amounts to be paid under this Section 6(i) months shall not exceed will be paid in the earlier of the latest date upon which such options could have expired by their original terms under any circumstances or the tenth anniversary of the original date of grant of such optionsforms set forth in Section 6(e).