Common use of Change in Control Termination Clause in Contracts

Change in Control Termination. If Executive’s employment with Company is terminated by Company without Cause (but not due to Executive’s death or Disability) or Executive resigns for Good Reason, and such termination or resignation occurs within the period beginning three (3) months before and ending twelve (12) months after a Change in Control (defined below) (each a “CIC Termination”), Executive shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described above): (i) payment of thirty-six (36) months of Executive’s Base Salary as in effect immediately prior to the Separation Date (or, the level in effect prior to a reduction of Base Salary that constitutes Good Reason), less applicable withholdings and deductions; (ii) a lump sum cash payment equal to the Full Target Bonus; (iii) accelerated vesting of Executive’s Equity Awards so that Executive becomes one hundred percent (100%) vested in all such Equity Awards, with the Equity Awards that vest based on performance being accelerated to the “target” level of achievement; and (iv) the exercise period applicable to the Equity Awards will be extended until the later of (1)the first (1st) anniversary of the Separation Date; or (2) the date provided in the applicable Equity Award agreement, but in no case longer than the expiration of the stated term of the Equity Award. Except for the foregoing accelerated vesting and extended exercise benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, Company will reimburse all monthly COBRA health insurance premiums Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for thirty-six (36) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. (All severance benefits provided in this subsection 9(a) shall be referred to collectively as the “CIC Severance Benefits.”) The CIC Severance Benefits shall be paid subject to the same preconditions and on the same terms and conditions applicable to the Severance Benefits, as set forth in Section 8(f)(ii) (Preconditions).

Change in Control Termination. If Executive’s employment with the Company is terminated by the Company without Cause (but not due to Executive’s death or Disability) or Executive resigns for Good Reason, and such termination or resignation occurs within the period beginning three one (31) months before and ending twelve month before, or within thirteen (1213) months after a Change in Control (defined below) (each a “CIC Termination”), Executive shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described above): (i) payment of thirty-six eighteen (3618) months of Executive’s Base Salary as in effect immediately prior to the Separation Date (or, the level in effect prior to a reduction of Base Salary that constitutes Good Reason)Date, less applicable withholdings and deductions; (ii) payment of a lump sum cash payment bonus in an amount equal to 1.5 times the Full Target Bonusmost recently paid Bonus as described in Section 5 above multiplied by 1.5, less applicable withholdings and deductions (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”); and (iii) accelerated vesting of Executive’s Equity Awards so that Executive becomes one hundred percent (100%) vested in all such Equity Awards, with the Equity Awards that vest based on performance being accelerated to the “target” level of achievement; and (iv) a twenty-four (24) month extension of the exercise period applicable to the Equity Awards will be extended until so that Executive has 730 days after the later Separation Date to exercise any vested Equity Awards (including, for avoidance of (1)the first (1st) anniversary doubt, any portion of such awards that became vested as a result of the Separation Date; or foregoing accelerated vesting benefit) (2) the date provided in the applicable “Extended Exercise Period”). The foregoing Extended Exercise Period benefit may convert Equity Award agreement, but in no case longer than the expiration of the stated term of the Equity AwardAwards that were incentive stock options into non-statutory stock options. Executive should consult with an independent tax advisor for additional guidance. Except for the foregoing accelerated vesting and extended exercise Extended Exercise Period benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly COBRA health insurance premiums the Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for thirty-six eighteen (3618) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. (All These CIC severance benefits provided in this subsection 9(a) shall be referred to collectively as the “CIC Severance Benefits.”) The CIC Severance Benefits shall be paid subject to the same preconditions and on the same terms and conditions applicable to the Severance Benefits; provided, as set forth in however, that the CIC Cash Severance shall be paid on a quarterly basis with the first payment starting within ten (10) business days of the Effective Date of the Release required under Section 8(f)(ii9(g)(ii) (Preconditions). For purposes of this provisions only and notwithstanding any other provisions of this Agreement to the contrary, in the event a resignation without Good Reason as described in Section 9(e) above , the Company may elect to accelerate Executive’s designated resignation effective date, and Executive shall not be entitled to any additional pay in lieu of notice.

Change in Control Termination. If Executive’s employment with the Company is terminated either by the Company without Cause (but not due to Executive’s death or Disability) or as a result of Executive resigns for Good Reason, and such termination or resignation occurs within during the period beginning three on the date one (31) months month before and ending twelve a Change in Control (12defined below) through the date thirteen (13) months after a Change in Control (defined below) (each each, a “CIC Termination”), Executive shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described in Section 9 above): (i) payment of thirty-six twelve (3612) months of Executive’s Base Salary as in effect immediately prior to the Separation Date (or, the level in effect prior to a reduction of Base Salary that constitutes Good Reason)Date, less any applicable withholdings and deductions; (ii) a lump sum cash payment of an amount equal to the Full Target Bonusmost recently paid Bonus as described in Section 5 above (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”); and (iii) accelerated vesting of Executive’s Equity Awards Awards, including any additional awards of stock options and/or Restricted Stock Units so that Executive becomes one hundred percent (100%) vested in all such Equity Awards, with the Equity Awards that vest based on performance being accelerated to the “target” level of achievementawards; and (iv) a twenty-four (24) month extension of the exercise period applicable to the Equity Awards will be extended until the later of (1)the first (1st) anniversary of Option so that Executive has 365 days after the Separation Date; or (2) the date provided in the applicable Equity Award agreementDate to exercise any vested Option, but in no case longer than the term/expiration date of the stated term Option (including, for avoidance of the Equity Award. Except for doubt, any portion of such Option that became vested as a result of the foregoing accelerated vesting and extended exercise benefits, all existing terms and conditions applicable to benefit) (the Equity Awards shall remain in full force and effect“Extended Exercise Period”). In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly for COBRA health insurance premiums Payments the Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for thirty-six twelve (3612) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. (All These CIC severance benefits provided in this subsection 9(a) shall be referred to collectively as the “CIC Severance Benefits.”) The CIC Severance Benefits shall be paid subject to the same preconditions set forth in Section 9(g)(ii) (Preconditions) above and on the same terms and conditions applicable to the Severance Benefits; provided, as however, that the CIC Cash Severance shall be paid in a lump sum within ten (10) business days of the Effective Date of the Release required under Section 9(g)(ii) (Preconditions) and provided, further, that any amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A will be paid on the 60th day following the Separation Date, subject to Section 11 below. For avoidance of doubt, no CIC severance benefits will be paid under any circumstances if the preconditions set forth in Section 8(f)(ii9(g)(ii) (Preconditions)) are not satisfied, or if Executive’s employment ends because of a resignation without Good Reason, a termination for Cause, or as a result of Executive’s death or Disability. For purposes of clarity, in the event that a CIC Termination occurs and any Severance Benefits under Section 9(g) (or portions thereof) already have been paid to Executive, the corresponding severance payments and benefits payable pursuant to the CIC Termination will be reduced in order to prevent the duplication of benefits to Executive.

Change in Control Termination. If Executive’s employment with Company is terminated by Company without Cause (but not due to Executive’s death or Disability) or Executive resigns for Good Reason, and such termination or resignation occurs within the period beginning three (3) months before and ending twelve (12) months after a Change in Control (defined below) (each a “CIC Termination”), Executive shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described above): (i) payment of thirty-six (36) months of Executive’s Base Salary as in effect immediately prior to the Separation Date (or, the level in effect prior to a reduction of Base Salary that constitutes Good Reason), less applicable withholdings and deductions; (ii) a lump sum cash payment equal to the Full Target Bonus; (iii) accelerated vesting of Executive’s Equity Awards so that Executive becomes one hundred percent (100%) vested in all such Equity Awards, with the Equity Awards that vest based on performance being accelerated to the “target” level of achievement; and (iv) the exercise period applicable to the Equity Awards will be extended until the later of (1)the 1) the first (1st) anniversary of the Separation Date; or (2) the date provided in the applicable Equity Award agreement, but in no case longer than the expiration of the stated term of the Equity Award. Except for the foregoing accelerated vesting and extended exercise benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, Company will reimburse all monthly COBRA health insurance premiums Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for thirty-six (36) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. (All severance benefits provided in this subsection 9(a) shall be referred to collectively as the “CIC Severance Benefits.”) The CIC Severance Benefits shall be paid subject to the same preconditions and on the same terms and conditions applicable to the Severance Benefits, as set forth in Section 8(f)(ii) (Preconditions).

Change in Control Termination. If Executive’s employment with the Company is terminated by the Company without Cause (but not due to Executive’s death or Disability) or Executive resigns for Good Reason, and such termination or resignation occurs within the period beginning three one (31) months before and ending twelve month before, or within thirteen (1213) months after a Change in Control (defined below) (each a “CIC Termination”), Executive shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described above): (i) payment of thirtytwenty-six one (3621) months of Executive’s Base Salary as in effect immediately prior to the Separation Date (or, the level in effect prior to a reduction of Base Salary that constitutes Good Reason)Date, less applicable withholdings and deductions; (ii) payment of a lump sum cash payment bonus in the amount equal to the Full Target Bonusmost recently paid Bonus as described in Section 5 above multiplied by (1.75), less applicable withholdings and deductions (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”); and (iii) accelerated vesting of Executive’s Equity Awards so that Executive becomes one hundred percent (100%) vested in all such Equity Awards, with the Equity Awards that vest based on performance being accelerated to the “target” level of achievement; and (iv) the exercise period applicable to the Equity Awards will be extended until the later of (1)the first (1st) anniversary of the Separation Date; or (2) the date provided in the applicable Equity Award agreement, but in no case longer than the expiration of the stated term of the Equity Award. Except for the foregoing noted accelerated vesting and extended exercise benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly COBRA health insurance premiums the Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for thirtytwenty-six one (3621) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. (All The CIC severance benefits provided in this subsection 9(a) shall be referred to collectively as the “CIC Severance Benefits.”) The CIC Severance Benefits shall be paid subject to the same preconditions and on the same terms and conditions applicable to the Severance Benefits; provided, as set forth however, that the CIC Cash Severance shall be paid in the form of a lump sum within ten (10) business days of the Effective Date of the Release required under Section 8(f)(ii9(g)(ii) (Preconditions).

Change in Control Termination. If Executive’s employment with Company is terminated by Company without Cause (but not due to Executive’s death or Disability) or Executive resigns for Good Reason, and such termination or resignation occurs within the period beginning three (3) months before and ending twelve (12) months after a Change in Control (defined below) (each a “CIC Termination”), Executive shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described above): (i) payment of thirty-six (36) months of Executive’s Base Salary as in effect immediately prior to the Separation Date (or, the level in effect prior to a reduction of Base Salary that constitutes Good Reason)Date, less applicable withholdings and deductions; (ii) a lump sum cash payment equal to the Full Target Bonus; (iii) accelerated vesting of Executive’s Equity Awards so that Executive becomes one hundred percent (100%) vested in all such Equity Awards, with the Equity Awards that vest based on performance being accelerated to the “target” level of achievement; and (iv) the exercise period applicable to the Equity Awards will be extended until the later of (1)the first (1st) anniversary of the Separation Date; or (2) the date provided in the applicable Equity Award agreement, but in no case longer than the expiration of the stated term of the Equity Award. Except for the foregoing accelerated vesting and 174580400 v7 extended exercise benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, Company will reimburse all monthly COBRA health insurance premiums Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for thirty-six (36) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. (All severance benefits provided in this subsection 9(a) shall be referred to collectively as the “CIC Severance Benefits.”) The CIC Severance Benefits shall be paid subject to the same preconditions and on the same terms and conditions applicable to the Severance Benefits, as set forth in Section 8(f)(ii) (Preconditions).

Change in Control Termination. If Executive’s employment with the Company is terminated by the Company without Cause (but not due to Executive’s death or Disability) or Executive resigns for Good Reason, and such termination or resignation occurs within the period beginning three one (31) months before and ending twelve month before, or within thirteen (1213) months after a Change in Control (defined below) (each a “CIC Termination”), Executive shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described above): (i) payment of thirty-six twelve (3612) months of Executive’s Base Salary as in effect immediately prior to the Separation Date (or, the level in effect prior to a reduction of Base Salary that constitutes Good Reason)Date, less applicable withholdings and deductions; (ii) payment of a lump sum cash payment bonus in the amount equal to the Full Target Bonusmost recently paid Bonus as described in Section 5 above, less applicable EXHIBIT 10.63 withholdings and deductions (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”); and (iii) accelerated vesting of Executive’s Equity Awards so that Executive becomes one hundred percent (100%) vested in all such Equity Awards, with the Equity Awards that vest based on performance being accelerated to the “target” level of achievement; and (iv) the exercise period applicable to the Equity Awards will be extended until the later of (1)the first (1st) anniversary of the Separation Date; or (2) the date provided in the applicable Equity Award agreement, but in no case longer than the expiration of the stated term of the Equity Award. Except for the foregoing noted accelerated vesting and extended exercise benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly COBRA health insurance premiums the Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for thirty-six twelve (3612) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. (All The CIC severance benefits provided in this subsection 9(a) shall be referred to collectively as the “CIC Severance Benefits.”) The CIC Severance Benefits shall be paid subject to the same preconditions and on the same terms and conditions applicable to the Severance Benefits; provided, as set forth however, that the CIC Cash Severance shall be paid in the form of a lump sum within ten (10) business days of the Effective Date of the Release required under Section 8(f)(ii9(g)(ii) (Preconditions).

Change in Control Termination. If Notwithstanding any other provision contained herein, if Executive’s employment with Company hereunder is terminated by Company without Executive for Good Reason or by the Corporation other than For Cause (but not due to other than on account of Executive’s death or Total Disability) or Executive resigns for Good Reason), and such termination or resignation occurs in each case within the period beginning three (3) months before and ending twelve prior to, or two (122) months after years following a Change in Control (defined below) (each a “CIC Termination”)Control, Executive shall be eligible entitled to receive the following enhanced severance package Accrued Amounts and subject to Executive’s compliance with Section 6 and Section 7 of this Agreement and Executive’s execution of a Release in accordance with Section 5.6, Executive shall be entitled to receive the following: (in lieu a) a lump sum payment equal to one and a half (1½) times the sum of the Severance Benefits described above): (i) payment of thirty-six (36) months of Executive’s Base Salary as and (ii) (A) Bonus received in effect immediately the year prior to the Separation Date year of the Change in Control or (orB) if no Bonus was paid in the year prior to the year of the Change in Control, fifty percent (50%) of Executive’s Target Bonus for the year of the Change in Control; (b) if Executive timely and properly elects health plan continuation coverage under COBRA, the level in effect prior to a reduction Corporation shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and his dependents; Executive shall receive such reimbursement until the earliest of: (i) the eighteen (18)-month anniversary of Base Salary that constitutes Good Reason), less applicable withholdings and deductionsthe Termination Date; (ii) a lump sum cash payment equal the date Executive is no longer eligible to the Full Target Bonusreceive COBRA continuation coverage; and (iii) accelerated vesting of Executive’s Equity Awards so that the date on which Executive becomes one hundred percent eligible to receive substantially similar coverage from another employer or other source; (100%c) vested in all such Equity Awards, with the Equity Awards that vest based on performance being accelerated to the “target” level of achievement; and (iv) the exercise period applicable to the Equity Awards will be extended until the later of (1)the first (1st) anniversary of the Separation Date; or (2) the date provided in the applicable Equity Award agreement, but in no case longer than the expiration of the stated term of the Equity Award. Except for the foregoing accelerated vesting and extended exercise benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and notwithstanding the terms of any equity incentive plan or award agreements, as applicable, all outstanding unvested stock options granted to Executive during the governing health insurance policies, Company will reimburse all monthly COBRA health insurance premiums Executive pays to continue Executive’s health insurance coverage (including dependent coverage) Term shall become fully vested and exercisable for thirty-a period of six (366) months after from the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through Termination Date. For purposes of this Agreement, a new employer or Executive ceases to be eligible for COBRA coverage. (All severance benefits provided “Change in this subsection 9(a) Control” shall be referred deemed to collectively as occur upon the “CIC Severance Benefits.”) The CIC Severance Benefits shall be paid subject earliest to occur of any of the same preconditions and on the same terms and conditions applicable to the Severance Benefits, as set forth in Section 8(f)(ii) (Preconditions).following events:

Change in Control Termination. If Executive’s employment with the Company is terminated either by the Company without Cause (but not due to Executive’s death or Disability) or as a result of Executive resigns for Good Reason, and such termination or resignation occurs within during the period beginning three on the date one (31) months month before and ending twelve a Change in Control (12defined below) through the date thirteen (13) months after a Change in Control (defined below) (each each, a “CIC Termination”), Executive shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described in Section 9 above): (i) payment of thirty-six nine (369) months of Executive’s Base Salary as in effect immediately prior to the Separation Date (or, the level in effect prior to a reduction of Base Salary that constitutes Good Reason)Date, less any applicable withholdings and deductions; (ii) a lump sum cash payment of an amount equal to the Full Target Bonusmost recently paid Bonus as described in Section 5 above (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”); and (iii) accelerated vesting of Executive’s Equity Awards Awards, including any additional awards of stock options and/or Restricted Stock Units so that Executive becomes one hundred percent (100%) vested in all such Equity Awards, with the Equity Awards that vest based on performance being accelerated to the “target” level of achievementawards; and (iv) a twelve (12) month extension of the exercise period applicable to the Equity Awards will be extended until the later of (1)the first (1st) anniversary of Option so that Executive has 365 days after the Separation Date; or (2) the date provided in the applicable Equity Award agreementDate to exercise any vested Option, but in no case longer than the term/expiration date of the stated term Option (including, for avoidance of the Equity Award. Except for doubt, any portion of such Option that became vested as a result of the foregoing accelerated vesting and extended exercise benefits, all existing terms and conditions applicable to benefit) (the Equity Awards shall remain in full force and effect“Extended Exercise Period”). In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly for COBRA health insurance premiums Payments the Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for thirty-six (366) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. (All These CIC severance benefits provided in this subsection 9(a) shall be referred to collectively as the “CIC Severance Benefits.”) The CIC Severance Benefits shall be paid subject to the same preconditions set forth in Section 8(g)(ii) (Preconditions) above and on the same terms and conditions applicable to the Severance Benefits; provided, as however, that the CIC Cash Severance shall be paid in a lump sum within ten (10) business days of the Effective Date of the Release required under Section 8(g)(ii) (Preconditions) and provided, further, that any amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A will be paid on the 60th day following the Separation Date, subject to Section 10 below. For avoidance of doubt, no CIC severance benefits will be paid under any circumstances if the preconditions set forth in Section 8(f)(ii8(g)(ii) (Preconditions)) are not satisfied, or if Executive’s employment ends because of a resignation without Good Reason, a termination for Cause, or as a result of Executive’s death or Disability. For purposes of clarity, in the event that a CIC Termination occurs and any Severance Benefits under Section 8(g) (or portions thereof) already have been paid to Executive, the corresponding severance payments and benefits payable pursuant to the CIC Termination will be reduced in order to prevent the duplication of benefits to Executive.

Change in Control Termination. If Executive’s employment with the Company is terminated by the Company without Cause (but not due to Executive’s death or Disability) or Executive resigns for Good Reason, and such termination or resignation occurs within the period beginning three one (31) months before and ending twelve month before, or within thirteen (1213) months after a Change in Control (defined below) (each a “CIC Termination”), Executive shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described above): (i) payment of thirty-six twelve (3612) months of Executive’s Base Salary as in effect immediately prior to the Separation Date (or, the level in effect prior to a reduction of Base Salary that constitutes Good Reason)Date, less applicable withholdings and deductions; (ii) payment of a lump sum cash payment bonus in the amount equal to the Full Target Bonusmost recently paid Bonus as described in Section 5 above, less applicable Exhibit 10.7 withholdings and deductions (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”); and (iii) accelerated vesting of Executive’s Equity Awards so that Executive becomes one hundred percent (100%) vested in all such Equity Awards, with the Equity Awards that vest based on performance being accelerated to the “target” level of achievement; and (iv) the exercise period applicable to the Equity Awards will be extended until the later of (1)the first (1st) anniversary of the Separation Date; or (2) the date provided in the applicable Equity Award agreement, but in no case longer than the expiration of the stated term of the Equity Award. Except for the foregoing noted accelerated vesting and extended exercise benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly COBRA health insurance premiums the Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for thirty-six twelve (3612) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. (All The CIC severance benefits provided in this subsection 9(a) shall be referred to collectively as the “CIC Severance Benefits.”) The CIC Severance Benefits shall be paid subject to the same preconditions and on the same terms and conditions applicable to the Severance Benefits; provided, as set forth however, that the CIC Cash Severance shall be paid in the form of a lump sum within ten (10) business days of the Effective Date of the Release required under Section 8(f)(ii9(g)(ii) (Preconditions).

Change in Control Termination. If Executive’s employment with the Company is terminated by the Company without Cause (but not due to Executive’s death or Disability) or Executive resigns for Good Reason, and such termination or resignation occurs within the period beginning three one (31) months before and ending twelve month before, or within thirteen (1213) months after a Change in Control (defined below) (each a “CIC Termination”), Executive shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described above): (i) payment of thirtytwenty-six four (3624) months of Executive’s Base Salary as in effect immediately prior to the Separation Date (or, the level in effect prior to a reduction of Base Salary that constitutes Good Reason)Date, less applicable withholdings and deductions; (ii) payment of a lump sum cash payment bonus in the amount equal to the Full Target Bonusmost recently paid Bonus as described in Section 5 above multiplied by two (2), less applicable withholdings and deductions (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”); and (iii) accelerated vesting of Executive’s Equity Awards so that Executive becomes one hundred percent (100%) vested in all such Equity Awards, with the Equity Awards that vest based on performance being accelerated to the “target” level of achievement; and (iv) the exercise period applicable to the Equity Awards will be extended until the later of (1)the first (1st) anniversary of the Separation Date; or (2) the date provided in the applicable Equity Award agreement, but in no case longer than the expiration of the stated term of the Equity Award. Except for the foregoing noted accelerated vesting and extended exercise benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly COBRA health insurance premiums the Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for thirtytwenty-six four (3624) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. (All The CIC severance benefits provided in this subsection 9(a) shall be referred to collectively as the “CIC Severance Benefits.”) The CIC Severance Benefits shall be paid subject to the same preconditions and on the same terms and conditions applicable to the Severance Benefits; provided, as set forth however, that the CIC Cash Severance shall be paid in the form of a lump sum within ten (10) business days of the Effective Date of the Release required under Section 8(f)(ii9(g)(ii) (Preconditions).

Change in Control Termination. If Executive’s employment with the Company is terminated by the Company without Cause (but not due to Executive’s death or Disability) or Executive resigns for Good Reason, and such termination or resignation occurs within the period beginning three one (31) months before and ending twelve month before, or within thirteen (1213) months after a Change in Control (defined below) (each a “CIC Termination”), Executive shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described above): (i) payment of thirty-six eighteen (3618) months of Executive’s Base Salary as in effect immediately prior to the Separation Date (or, the level in effect prior to a reduction of Base Salary that constitutes Good Reason)Date, less applicable withholdings and deductions; (ii) payment of a lump sum cash payment bonus in the amount equal to the Full Target Bonusmost recently paid Bonus as described in Section 5 above multiplied by (1.5), less applicable withholdings and deductions (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”); and (iii) accelerated vesting of Executive’s Equity Awards so that Executive becomes one hundred percent (100%) vested in all such Equity Awards. In addition, with the period following the Separation Date during which Executive’s Equity Awards that vest based on performance being accelerated to the “target” level of achievement; and (iv) the exercise period applicable to the Equity Awards will may be exercised shall be extended until the later of to twelve (1)the first (1st12) anniversary of the Separation Date; or (2) the date provided in the applicable Equity Award agreement, but in no case longer than the expiration of the stated term of the Equity Awardmonths. Except for the foregoing noted accelerated vesting and extended exercise period benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly COBRA health insurance premiums the Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for thirty-six eighteen (3618) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. (All The Change in Control severance benefits provided in this subsection 9(a) shall be referred to collectively as the “CIC Severance Benefits.”) The CIC Severance Benefits shall be paid subject to the same preconditions and on the same terms and conditions applicable to the Severance Benefits; provided, as set forth however, that the CIC Cash Severance shall be paid in the form of a lump sum within ten (10) business days of the Effective Date of the Release required under Section 8(f)(ii9(g)(ii) (Preconditions).

Change in Control Termination. If Executive’s (i) Employee is involuntarily terminated by the Company (or its successor entity) other than for Cause or (ii) Employee voluntarily terminates his employment with the Company is terminated by Company without Cause (but not due to Executive’s death or Disabilityits successor entity) or Executive resigns for Good Reason, and such termination or resignation occurs Reason (either constituting a “Change in Control Termination”) within the period beginning three thirteen (313) months before and ending twelve (12) months after following a Change in Control or the one (defined below1) (month immediately preceding a Change in Control and in each case Employee signs a “CIC Termination”)Release in a form acceptable to the Company and written acknowledgment of Employee’s continuing obligations under the Proprietary Information Agreement, Executive Employee shall be eligible entitled to receive the following enhanced severance package equivalent of ___(in lieu of the Severance Benefits described above): (i) payment of thirty-six (36___) months of Executive’s his Base Salary as in effect immediately prior to the Separation Date (orChange in Control Termination Date. Employee shall also be eligible to receive a portion of Employee’s annual bonus pro-rated for time and performance as determined in the sole discretion of the CEO or the Compensation Committee of the Board of Directors. The foregoing payments shall be payable, the level in effect prior subject to a reduction of Base Salary that constitutes Good Reason), less applicable employment tax withholdings and deductions; , not later than the first regularly scheduled pay date following the Effective Date of the Release. In addition, provided that Employee is eligible for and timely elects continuation of his health insurance pursuant to COBRA, for a period of ___(ii___) months following a lump sum cash payment equal Change in Control Termination, the Company shall also reimburse Employee for the cost of COBRA premiums to be paid in order for Employee to maintain medical insurance coverage that is substantially equivalent to that which Employee received immediately prior to the Full Target Bonus; termination provided, however, that the Company’s obligation to pay Employee’s COBRA premiums will cease immediately in the event Employee becomes eligible for group health insurance during the ___(iii___) accelerated month period, and Employee hereby agrees to promptly notify the Company if he becomes eligible to be covered by group health insurance in such event (the salary continuation, bonus and COBRA reimbursement are collectively referred to as the “Change in Control Severance Benefits”). In addition, the Company will vest all of the Employee’s options to purchase shares of the Company’s common stock and such vesting shall occur upon the occurrence of Executive’s Equity Awards so that Executive becomes one hundred percent (100%) vested the Change in all such Equity Awards, with Control in the Equity Awards that vest based on performance being accelerated case of any Change in Control Termination occurring prior to the “target” level of achievement; and (iv) the exercise period applicable to the Equity Awards will be extended until the later of (1)the first (1st) anniversary of the Separation Date; Change in Control or (2) the date provided upon termination in the applicable Equity Award agreement, but case of any Change in no case longer than Control Termination occurring after the expiration of the stated term of the Equity AwardChange in Control. Except for the foregoing accelerated vesting and extended exercise benefits, all existing All other terms and conditions set forth in the options, the 2007 Equity Incentive Plan, and the applicable to the Equity Awards stock option agreements shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, Company will reimburse all monthly COBRA health insurance premiums Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for thirty-six (36) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. (All severance benefits provided in this subsection 9(a) shall be referred to collectively as the “CIC Severance Benefits.”) The CIC Severance Benefits shall be paid subject to the same preconditions and on the same terms and conditions applicable to the Severance Benefits, as set forth in Section 8(f)(ii) (Preconditions).

Change in Control Termination. If Executive’s employment with the Company is terminated by the Company without Cause (but not due to Executive’s death or Disability) or Executive resigns for Good Reason, and such termination or resignation occurs within the period beginning three one (31) months before and ending twelve month before, or within thirteen (1213) months after a Change in Control (defined below) (each a “CIC Termination”), Executive shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described above): (i) payment of thirty-six twelve (3612) months of Executive’s Base Salary as in effect immediately prior to the Separation Date (or, the level in effect prior to a reduction of Base Salary that constitutes Good Reason)Date, less applicable withholdings and deductions; (ii) payment of a lump sum cash payment bonus in the amount equal to the Full Target Bonusmost recently paid Bonus as described in Section 5 above, less applicable withholdings and deductions (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”); and (iii) accelerated vesting of Executive’s Equity Awards so that Executive becomes one hundred percent (100%) vested in all such Equity Awards, with the Equity Awards that vest based on performance being accelerated to the “target” level of achievement; and (iv) the exercise period applicable to the Equity Awards will be extended until the later of (1)the first (1st) anniversary of the Separation Date; or (2) the date provided in the applicable Equity Award agreement, but in no case longer than the expiration of the stated term of the Equity Award. Except for the foregoing noted accelerated vesting and extended exercise benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly COBRA health insurance premiums the Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for thirty-six twelve (3612) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. (All The Change in Control severance benefits provided in this subsection 9(a) shall be referred to collectively as the “CIC Severance Benefits.”) The CIC Severance Benefits shall be paid subject to the same preconditions and on the same terms and conditions applicable to the Severance Benefits; provided, as set forth however, that the CIC Cash Severance shall be paid in the form of a lump sum within ten (10) business days of the Effective Date of the Release required under Section 8(f)(ii9(g)(ii) (Preconditions).

Change in Control Termination. If Executive’s employment with the Company is terminated by the Company without Cause (but not due to Executive’s death or Disability) or Executive resigns for Good Reason, and such termination or resignation occurs within the period beginning three one (31) months before and ending twelve month before, or within thirteen (1213) months after a Change in Control (defined below) (each a “CIC Termination”), Executive shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described above): (i) payment of thirtytwenty-six four (3624) months of Executive’s Base Salary as in effect immediately prior to the Separation Date (or, the level in effect prior to a reduction of Base Salary that constitutes Good Reason)Date, less applicable withholdings and deductions; (ii) payment of a lump sum cash payment bonus in an amount equal to Executive’s Bonus Target times two (2x) as described in Section 5 above, less applicable withholdings and deductions (the Full Target Bonuspayments under clauses (i) and (ii) referred to as the “CIC Cash Severance”); (iii) the Pro Rata Bonus; and (iv) accelerated vesting of Executive’s Equity Awards so that Executive becomes one hundred percent (100%) vested in all such Equity Awards, with the Equity Awards that vest based on performance being accelerated to the “target” level of achievement; and (iv) a twenty-four (24) month extension of the exercise period applicable to the Equity Awards will be extended until so that Executive has 730 days after the later Separation Date to exercise any vested Equity Awards (including, for avoidance of (1)the first (1st) anniversary doubt, any portion of such awards that became vested as a result of the Separation Date; or foregoing accelerated vesting benefit) (2) the date provided in the applicable “CIC Extended Exercise Period”). The foregoing CIC Extended Exercise Period benefit may convert Equity Award agreement, but in no case longer than the expiration of the stated term of the Equity AwardAwards that were incentive stock options into non-statutory stock options. Executive should consult with an independent tax advisor for additional guidance. Except for the foregoing accelerated vesting and extended exercise benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly COBRA health insurance premiums the Executive pays to continue Executive’s health insurance coverage (including dependent coverage) ), less the amount Executive would have been required to contribute for thirtysuch health insurance coverage had he continued his employment, for twenty-six four (3624) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. (All These CIC severance benefits provided in this subsection 9(a) shall be referred to collectively as the “CIC Severance Benefits.”) The CIC Severance Benefits shall be paid subject to the same preconditions and on the same terms and conditions applicable to the Severance Benefits; provided, as set forth however, that the CIC Cash Severance shall be paid in a lump sum within ten (10) business days of the Effective Date of the Release required under Section 8(f)(ii9(g)(ii) (Preconditions). For purposes of this provisions only and notwithstanding any other provisions of this Agreement to the contrary, in the event of a resignation without Good Reason as described in Section 9(e) above, the Company may elect to accelerate Executive’s designated resignation effective date, and Executive shall not be entitled to any additional pay in lieu of notice.

Change in Control Termination. If Executive’s employment with the Company is terminated by the Company without Cause (but not due to Executive’s death or Disability) or Executive resigns for Good Reason, and such termination or resignation occurs within the period beginning three one (31) months before and ending twelve month before, or within thirteen (1213) months after a Change in Control (defined below) (each a “CIC Termination”), Executive shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described above): (i) payment of thirty-six twelve (3612) months of Executive’s Base Salary as in effect immediately prior to the Separation Date (or, the level in effect prior to a reduction of Base Salary that constitutes Good Reason)Date, less applicable withholdings and deductions; (ii) payment of a lump sum cash payment bonus in the amount equal to the Full Target Bonusmost recently paid Bonus as described in Section 5 above, less applicable withholdings and deductions (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”); and (iii) accelerated vesting of Executive’s Equity Awards so that Executive becomes one hundred percent (100%) vested in all such Equity Awards, with the Equity Awards that vest based on performance being accelerated to the “target” level of achievement; and (iv) the exercise period applicable to the Equity Awards will be extended until the later of (1)the first (1st) anniversary of the Separation Date; or (2) the date provided in the applicable Equity Award agreement, but in no case longer than the expiration of the stated term of the Equity Award. Except for the foregoing noted accelerated vesting and extended exercise benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly COBRA health insurance premiums the Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for thirty-six twelve (3612) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. (All The CIC severance benefits provided in this subsection 9(a) shall be referred to collectively as the “CIC Severance Benefits.”) The CIC Severance Benefits shall be paid subject to the same preconditions and on the same terms and conditions applicable to the Severance Benefits; provided, as set forth however, that the CIC Cash Severance shall be paid in the form of a lump sum within ten (10) business days of the Effective Date of the Release required under Section 8(f)(ii9(g)(ii) (Preconditions).

Change in Control Termination. If Executive’s employment with Company is terminated by Company without Cause (but not due to Executive’s death or Disability) or Executive resigns for Good Reason, and such termination or resignation occurs within the period beginning three (3) months before and ending twelve (12) months after a Change in Control (defined below) (each a “CIC Termination”), Executive shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described above): (i) payment of thirty-six (36) months of Executive’s Base Salary as in effect immediately prior to the Separation Date (or, the level in effect prior to a reduction of Base Salary that constitutes Good Reason)Date, less applicable withholdings and deductions; (ii) a lump sum cash payment equal to the Full Target Bonus; (iii) accelerated vesting of Executive’s Equity Awards so that Executive becomes one hundred percent (100%) vested in all such Equity Awards, with the Equity Awards that vest based on performance being accelerated to the “target” level of achievement; and (iv) the exercise period applicable to the Equity Awards will be extended until the later of (1)the 1) the first (1st) anniversary of the Separation Date; or (2) the date provided in the applicable Equity Award agreement, but in no case longer than the expiration of the stated term of the Equity Award. Except for the foregoing accelerated vesting and 174807636 v5 extended exercise benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, Company will reimburse all monthly COBRA health insurance premiums Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for thirty-six (36) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. (All severance benefits provided in this subsection 9(a) shall be referred to collectively as the “CIC Severance Benefits.”) The CIC Severance Benefits shall be paid subject to the same preconditions and on the same terms and conditions applicable to the Severance Benefits, as set forth in Section 8(f)(ii) (Preconditions).

Change in Control Termination. If Executive’s employment with the Company is terminated by the Company without Cause (but not due to Executive’s death or Disability) or Executive resigns for Good Reason, and such termination or resignation occurs within the period beginning three one (31) months before and ending twelve month before, or within thirteen (1213) months after a Change in Control (defined below) (each a “CIC Termination”), Executive shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described above): (i) payment of thirty-six eighteen (3618) months of Executive’s Base Salary as in effect immediately prior to the Separation Date (or, the level in effect prior to a reduction of Base Salary that constitutes Good Reason)Date, less applicable withholdings and deductions; (ii) payment of a lump sum cash payment bonus in the amount equal to the Full Target Bonusmost recently paid Bonus as described in Section 5 Exhibit 10.5 above multiplied by (1.5), less applicable withholdings and deductions (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”); and (iii) accelerated vesting of Executive’s Equity Awards so that Executive becomes one hundred percent (100%) vested in all such Equity Awards, with the Equity Awards that vest based on performance being accelerated to the “target” level of achievement; and (iv) the exercise period applicable to the Equity Awards will be extended until the later of (1)the first (1st) anniversary of the Separation Date; or (2) the date provided in the applicable Equity Award agreement, but in no case longer than the expiration of the stated term of the Equity Award. Except for the foregoing noted accelerated vesting and extended exercise benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly COBRA health insurance premiums the Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for thirty-six eighteen (3618) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. (All The CIC severance benefits provided in this subsection 9(a) shall be referred to collectively as the “CIC Severance Benefits.”) The CIC Severance Benefits shall be paid subject to the same preconditions and on the same terms and conditions applicable to the Severance Benefits; provided, as set forth however, that the CIC Cash Severance shall be paid in the form of a lump sum within ten (10) business days of the Effective Date of the Release required under Section 8(f)(ii9(g)(ii) (Preconditions).

Change in Control Termination. If Notwithstanding any other provision contained herein, if Executive’s employment with Company hereunder is terminated by Company without Executive for Good Reason or by the Corporation other than For Cause (but not due to other than on account of Executive’s death or Total Disability) or Executive resigns for Good Reason), and such termination or resignation occurs in each case within the period beginning three (3) months before and ending twelve prior to, or two (122) months after years following a Change in Control (defined below) (each a “CIC Termination”)Control, Executive shall be eligible entitled to receive the following enhanced severance package Accrued Amounts and subject to Executive’s compliance with Section 6 and Section 7 of this Agreement and Executive’s execution of a Release in accordance with Section 5.6, Executive shall be entitled to receive the following: (in lieu a) a lump sum payment equal to the sum of the Severance Benefits described above): (i) payment of thirty-six (36) months of Executive’s Base Salary as on the day preceding the Change in effect immediately Control and (ii) (A) Bonus received in the year prior to the Separation Date year of the Change in Control or (orB) if no Bonus was paid in the year prior to the year of the Change in Control, fifty percent (50%) of Executive’s Target Bonus for the year of the Change in Control; (b) if Executive timely and properly elects health plan continuation coverage under COBRA, the level in effect prior to a reduction Corporation shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and his dependents; Executive shall receive such reimbursement until the earliest of: (i) the eighteen (18)-month anniversary of Base Salary that constitutes Good Reason), less applicable withholdings and deductionsthe Termination Date; (ii) a lump sum cash payment equal the date Executive is no longer eligible to the Full Target Bonusreceive COBRA continuation coverage; and (iii) accelerated vesting of Executive’s Equity Awards so that the date on which Executive becomes one hundred percent eligible to receive substantially similar coverage from another employer or other source; (100%c) vested in all such Equity Awards, with the Equity Awards that vest based on performance being accelerated to the “target” level of achievement; and (iv) the exercise period applicable to the Equity Awards will be extended until the later of (1)the first (1st) anniversary of the Separation Date; or (2) the date provided in the applicable Equity Award agreement, but in no case longer than the expiration of the stated term of the Equity Award. Except for the foregoing accelerated vesting and extended exercise benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and notwithstanding the terms of any equity incentive plan or award agreements, as applicable, all outstanding unvested stock options granted to Executive during the governing health insurance policies, Company will reimburse all monthly COBRA health insurance premiums Executive pays to continue Executive’s health insurance coverage (including dependent coverage) Term shall become fully vested and exercisable for thirty-a period of six (366) months after from the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through Termination Date. For purposes of this Agreement, a new employer or Executive ceases to be eligible for COBRA coverage. (All severance benefits provided “Change in this subsection 9(a) Control” shall be referred deemed to collectively as occur upon the “CIC Severance Benefits.”) The CIC Severance Benefits shall be paid subject earliest to occur of any of the same preconditions and on the same terms and conditions applicable to the Severance Benefits, as set forth in Section 8(f)(ii) (Preconditions).following events: