Common use of Change in Control Prior to Publicly Traded Equity of Company Clause in Contracts

Change in Control Prior to Publicly Traded Equity of Company. So long as the Company and Holdco are described in Section 280G(b)(5)(A)(ii)(I) of the Code, in the event that any payment that is either received by the Employee or paid by the Company on the Employee’s behalf or any property, or any other benefit provided to the Employee under the Agreement or under any other plan, arrangement or agreement with the Company or any other person whose payments or benefits are treated as contingent on a change of ownership or control of the Company (or in the ownership of a substantial portion of the assets of the Company) or any person affiliated with the Company or such person (but only if such payment or other benefit is in connection with the Employee’s employment by the Company) (collectively the “Company Payments”), would be subject to the tax imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority) (the “Excise Tax”), the Company shall, with respect to such Company Payments, use its best efforts to obtain a vote satisfying the requirements of Section 280G(b)(5) of the Code, such that no portion of the Company Payments will be subject to such Excise Tax. In the event that a vote satisfying the requirements of Section 280G(b)(5) of the Code is not obtained for any reason, then the Employee will be entitled to receive a portion of the Company Payments having a value equal to $1 less than three (3) times the Employee’s “base amount” (as such term is defined in Section 280G(b)(3)(A) of the Code). Any reduction of the Company Payments pursuant to the foregoing shall occur in the following order: (i) any cash severance payable by reference to the Employee’s base salary or annual bonus; (ii) any other cash amount payable to the Employee; (iii) any benefit valued as a “parachute payment;” and (iv) acceleration of vesting of any equity award.

Change in Control Prior to Publicly Traded Equity of Company. So long as the Company and Holdco are described in Section 280G(b)(5)(A)(ii)(I280G(b)(5)(A)(ii)(l) of the Code, in the event that any payment that is either received by the Employee or paid by the Company on the Employee’s behalf or any property, or any other benefit provided to the Employee under the Agreement or under any other plan, arrangement or agreement with the Company or any other person whose payments or benefits are treated as contingent on a change of ownership or control of the Company (or in the ownership of a substantial portion of the assets of the Company) or any person affiliated with the Company or such person (but only if such payment or other benefit is in connection with the Employee’s employment by the Company) (collectively the “Company Payments”), would be subject to the tax imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority) (the “Excise Tax”), the Company shall, with respect to such Company Payments, use its best efforts to obtain a vote satisfying the requirements of Section 280G(b)(5) of the Code, such that no portion of the Company Payments will be subject to such Excise Tax. In the event that a vote satisfying the requirements of Section 280G(b)(5) of the Code is not obtained for any reason, then the Employee will be entitled to receive a portion of the Company Payments having a value equal to $1 less than three (3) times the Employee’s “base amount” (as such term is defined in Section 280G(b)(3)(A) of the Code). Any reduction of the Company Payments pursuant to the foregoing shall occur in the following order: (i) any cash severance payable by reference to the Employee’s base salary or annual bonus; (ii) any other cash cash, amount payable to the Employee; (iii) any iii)any benefit valued as a “parachute payment;” and (iv) acceleration of vesting of any equity award.

Change in Control Prior to Publicly Traded Equity of Company. So long as the Company and Holdco are described in Section 280G(b)(5)(A)(ii)(I) of the Code, in the event that any payment that is either received by the Employee or paid by the Company on the Employee’s behalf or any property, or any other benefit provided to the Employee under the Agreement or under any other plan, arrangement or agreement with the Company or any other person whose payments or benefits are treated as contingent on a change of ownership or control of the Company (or in the ownership of a substantial portion of the assets of the Company) or any person affiliated with the Company or such person (but only if such payment or other benefit is in connection with the Employee’s employment by the Company) (collectively the “Company Payments”), would be subject to the tax imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority) (the “Excise Tax”), the Company and Holdco each shall, with respect to such Company Payments, use its their best efforts to obtain a vote satisfying the requirements of Section 280G(b)(5) of the Code, such that no portion of the Company Payments will be subject to such Excise Tax. In the event that a vote satisfying the requirements of Section 280G(b)(5) of the Code is not obtained for any reason, then the Employee will be entitled to receive a portion of the Company Payments having a value equal to $1 less than three (3) times the Employee’s “base amount” (as such term is defined in Section 280G(b)(3)(A) of the Code). Any reduction of the Company Payments pursuant to the foregoing shall occur in the following order: (i) any cash severance payable by reference to the Employee’s base salary or annual bonus; (ii) any other cash amount payable to the Employee; (iii) any benefit valued as a “parachute payment;” and (iv) acceleration of vesting of any equity award.

Change in Control Prior to Publicly Traded Equity of Company. So long as the Company and Holdco are described in Section 280G(b)(5)(A)(ii)(I) of the Code, in the event that any payment that is either received by the Employee or paid by the Company on the Employee’s behalf or any property, or any other benefit provided to the Employee under the Agreement or under any other plan, arrangement or agreement with the Company or any other person whose payments or benefits are treated as contingent on a change of ownership or control of the Company (or in the ownership of a substantial portion of the assets of the Company) or any person affiliated with the Company or such person (but only if such payment or other benefit is in connection with the Employee’s employment by the Company) (collectively the “Company Payments”), would be subject to the tax imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority) (the “Excise Tax”), the Company and Holdco each shall, with respect to such Company Payments, use its their best efforts to obtain a vote satisfying the requirements of Section 280G(b)(52800(b)(5) of the Code, such that no portion of the Company Payments will be subject to such Excise Tax. In the event that a vote satisfying the requirements of Section 280G(b)(5) of the Code is not obtained for any reason, then the Employee will be entitled to receive a portion of the Company Payments having a value equal to $1 less than three (3) times the Employee’s “base amount” (as such term is defined in Section 280G(b)(3)(A) of the Code). Any reduction of the Company Payments pursuant to the foregoing shall occur in the following order: (i) any cash severance payable by reference to the Employee’s base salary or annual bonus; (ii) any other cash amount payable to the Employee; (iii) any benefit valued as a “parachute payment;” and (iv) acceleration of vesting of any equity award.