Common use of Change of Control Benefits Clause in Contracts

Change of Control Benefits. If Employee (i) is terminated other than for Cause by the Company within ninety (90) days prior to a Change of Control or as a result of or in connection with a Change of Control or (ii) is terminated other than for Cause by the Company (or its successor corporation) or resigns for Good Reason within twelve (12) months following a Change of Control, and provided that Employee signs and does not revoke a Release, then Employee shall be entitled to the same benefits as set forth in Sections 6(b)(i) through 6(b)(iv) above. Notwithstanding the foregoing, in the event that the benefits provided for in this Section 7 (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then Employee’s benefits otherwise payable under this Section 7 shall be reduced by the minimum extent necessary such that no portion of such benefits would be subject to the Excise Tax. Unless the Company and Employee otherwise agree in writing, any determination required under this Section 7 shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 7, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 7. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 7.

Change of Control Benefits. If Employee (i) is terminated other than for Cause by the Company within ninety (90) days prior to a Change of Control or as a result of or in connection with a Change of Control or (ii) is terminated other than for Cause by the Company (or its successor corporation) or resigns for Good Reason within twelve (12) months following a Change of Control, and provided that Employee signs and does not revoke a Release, then Employee shall be entitled to the same benefits as set forth in Sections 6(b)(i) through 6(b)(iv) above. Notwithstanding the foregoing, in the event that the benefits provided for in this Section 7 (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then Employee’s benefits otherwise payable under this Section 7 shall be reduced by the minimum extent necessary such that no portion of such benefits would be subject to the Excise Tax. Unless the Company and Employee otherwise agree in writing, any determination required under this Section 7 shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 7, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 7. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 7. Any reduction in payments and/or benefits required by this Section 7 shall occur in the following order unless the Employee elects in writing a different order prior to the date on which the event that triggers the severance payments and benefits due hereunder occurs: (1) reduction of cash payments; and (2) reduction of other benefits paid to the Employee. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant for the Employee’s equity awards unless the Employee elects in writing a different order for cancellation prior to the triggering event.

Change of Control Benefits. If Employee (i) is terminated other than for Cause by the Company within ninety (90) 90 days prior to a “Change of Control or Control” (as a result of defined herein) or in connection with a Change of Control or (ii) is terminated other than for Cause by the Company (or its successor corporation) or resigns for Good Reason within twelve (12) months following a Change of Control, and provided that Employee signs and does not revoke a Release, then Employee shall be entitled to the same following benefits: (a) Severance pay (less applicable withholding taxes) equal to her base salary rate, as then in effect, for a period of twelve (12) months, to be paid in a single lump sum payment within sixty (60) days of the Change in Control. (b) A single lump sum payment (less applicable withholding taxes) equal to 100% of her target bonus as then in effect, payable within sixty (60) days of the Change in Control. For the avoidance of any doubt, payment of the benefits as set forth described in Sections 6(b)(i) through 6(b)(iv) abovethis Section 7 are instead of those described in Section 6. Thus, if Employee is entitled to payment of the benefits under this Section 7, she shall not be entitled to the benefits described in Section 6. Notwithstanding anything in this Agreement to the foregoingcontrary, in the event that the benefits provided for in this Section 7 (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then Employee’s benefits otherwise payable under this Section 7 shall be reduced by the minimum extent necessary such that no portion of such benefits would be subject to the Excise Tax. Unless the Company and Employee otherwise agree in writing, any determination required under this Section 7 shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 7, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 7. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 7.

Change of Control Benefits. If Employee (i) is terminated other than Without Cause or for Cause by the Company Good Reason within ninety sixty (9060) days prior to a Change of Control or as a result of or in connection with a Change of Control or (ii) is terminated other than Without Cause or for Cause Good Reason by the Company (or its successor corporation) or resigns for Good Reason within twelve (12) months following a Change of Control, and provided that Employee signs and does not revoke a Releaserelease, then Employee shall be entitled to the same following benefits as set forth in Sections 6(b)(ibelow: (a) through 6(b)(iv18 months base salary plus target bonus (b) above. 18 months benefits continuation (c) 100% equity acceleration Notwithstanding the foregoing, in the event that the benefits provided for in this Section 7 4.3 (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code (the "Code"), and (ii) would be subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”"), then Employee’s 's benefits otherwise payable under this Section 7 4.3 shall be reduced by the minimum extent necessary such that no portion of such benefits would be subject to the Excise Tax. Unless the Company and Employee otherwise agree in writing, any determination required under this Section 7 4.3 shall be made in writing by the Company’s 's independent public accountants (the “"Accountants”"), whose determination shall be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations calculation required by this Section 74.3, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company company and Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 74.3. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by in this Section 74.3.

Change of Control Benefits. If Employee (i) is terminated other than for Cause by the Company without Cause or resigns for Good Reason within ninety sixty (9060) days prior to an announcement of a Change of Control or as a result of or in connection with a Change of Control or (ii) is terminated other than for Cause by the Company (or its successor corporation) without Cause or resigns for Good Reason within twelve (12) months following a Change of Control, and provided that Employee signs and does not revoke a Releaserelease, then Employee shall be entitled to the same those benefits as set forth in Sections 6(b)(i) through 6(b)(ivSection 4.2 (b) above. Notwithstanding the foregoing, in the event that the benefits provided for in this Section 7 4.3 (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code (the “Code”), and (ii) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then Employee’s benefits otherwise payable under this Section 7 4.3 shall be reduced by the minimum extent necessary such that no portion of such benefits would be subject to the Excise Tax. Unless the Company and Employee otherwise agree in writing, any determination required under this Section 7 4.3 shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations calculation required by this Section 74.3, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company company and Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 74.3. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by in this Section 74.3.

Change of Control Benefits. If Employee (i) is terminated other than for Cause by the Company within ninety (90) days prior to a Change of Control or as a result of or in connection with a Change of Control or (ii) is terminated other than for Cause by the Company (or its successor corporation) or resigns for Good Reason within twelve (12) months following a Change of Control, and provided that Employee signs and does not revoke a Release, then Employee shall be entitled to the same benefits as set forth in Sections 6(b)(i) through 6(b)(iv) above. Notwithstanding the foregoing, in the event that the benefits provided for in this Section 7 Agreement (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then Employee’s benefits otherwise payable under this Section 7 shall be reduced by the minimum extent necessary such that no portion of such benefits would be subject to the Excise Tax. Such reduction shall be implemented in the manner that results in the greatest economic benefit to Employee, determined in accordance with this Section 7. If more than one method of reduction will result in the same economic benefit to Employee, then the applicable portions of the parachute payments shall be reduced proportionately in accordance with each applicable method. Unless the Company and Employee otherwise agree in writing, any determination required under this Section 7 shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 7, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 7. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 7.