Common use of Change of Control Benefits Clause in Contracts

Change of Control Benefits. (a) In the event you become eligible for benefits under Section 3, you will receive (i) any benefits to which you are entitled pursuant to and in accordance with the terms of any plan of the Company then in effect and any existing contract between you and the Company, and (ii) the following benefits, conditioned upon your signing a release of claims in a form reasonably satisfactory to the Company not later than twenty-one (21) calendar days after the date of your termination: (1) your unvested equity awards will immediately vest and become exercisable; (2) a lump sum payment in an amount equal to your Cash Compensation received by you from the Company for the two (2) most recent taxable years ending before the date upon which the Change of Control occurred, payable upon the later of (i) thirty (30) calendar days from the date your employment terminates or (ii) thirty (30) calendar days from the date of the Change of Control, but in no event later than March 15th of the year following the year in which the termination occurs. As used in this paragraph, Cash Compensation means your base salary and your annual incentive plan payment, in each case including any amounts deferred in the Company’s 401(k) plan and deferred compensation plan; and (3) until the earlier of (a) eighteen (18) months, (b) such time as you obtain comparable benefits through employment or otherwise, or (c) age sixty-five (65), the Company will pay the COBRA premiums for continuation of group health insurance coverage for you and any of your eligible dependents that were covered under the Company’s health plans on your date of termination. Notwithstanding anything to the contrary in this Agreement or in any other plan, policy or agreement, if you become eligible for severance benefits under Section 3 of this Agreement, you shall not be eligible to receive any severance benefits from the Company under any other plan, policy or agreement, including your Executive Employment Agreement dated as of May 19, 2013; provided that if your employment is terminated by the Company for a reason other than Cause within sixty (60) days before the date of a Change of Control and severance benefits had already commenced pursuant to the terms of another plan, policy or agreement, then (i) the severance benefits payable under such other plan, policy or agreement shall cease as of the date of the Change of Control and (ii) (A) the cash severance benefits payable pursuant to Section 4(a)(ii)(2) shall be reduced by the aggregate amount of cash severance benefits that you actually received prior to the date of the Change of Control under such other plan, policy or agreement and (B) the number of months of COBRA continuation benefits provided under Section 4(a)(ii)(3) shall be reduced by the number of months of such COBRA continuation that you actually received prior to the date of the Change of Control under such other plan, policy or agreement. (b) Notwithstanding any other provision of this Agreement, if any payment or benefit you would receive pursuant to a Change of Control of the Company or otherwise (each a “Payment” and collectively the “Payments”) could constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then the Company shall reduce the Payments so that the maximum amount of the Payments shall be One Dollar ($1.00) less than the amount that would cause the Payments to be subject to the excise tax imposed by Section 4999 of the Code. (c) If a reduction in Payments is necessary under Section 4(b), the Payments shall be reduced by the Company in its reasonable discretion in the following order and in a manner that complies with Section 409A of the Code (as determined by the Company): (i) reduction of cash Payments otherwise payable to you that are exempt from Section 409A of the Code; (ii) reduction of cash Payments otherwise payable to you that are subject to Section 409A of the Code, on a pro-rata basis or such other manner that complies with Section 409A of the Code; (iii) cancellation of accelerated vesting of equity-based awards; and (iv) reduction of any other payments and benefits otherwise payable to you on a pro-rata basis or such other manner that complies with Section 409A of the Code. If acceleration of vesting of your equity awards is to be reduced pursuant to clause (iii) of the immediately preceding sentence, such acceleration of vesting shall be accomplished by first canceling such acceleration for the vesting installment that will vest last and continuing to the extent necessary by canceling such acceleration for the next vesting installment with the latest vesting. A nationally recognized, independent accounting firm selected by the Company shall perform the calculations required by this Agreement. The Company shall bear all reasonable expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with supporting documentation, to the Company and you promptly after the date on which your right to a Payment is triggered (if requested at that time by you or the Company) or such other time as requested by you or the Company, including a reasonable time prior to the Payment trigger date. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon you and the Company.

Change of Control Benefits. (a) In the event you become eligible for benefits under Section 3, you will receive (i) any benefits to which you are entitled pursuant to and in accordance with the terms of any plan of the Company then in effect and any existing contract between you and the Company, and (ii) the following benefits, conditioned upon your signing a release of claims in a form reasonably satisfactory to the Company not later than twenty-one (21) calendar days after the date of your termination: (1) your unvested equity awards will immediately vest and become exercisable; (2) a lump sum payment in an amount equal to your Cash Compensation received by you from the Company for the two (2) most recent taxable years ending before the date upon which the Change of Control occurred, payable upon the later of (i) thirty (30) calendar days from the date your employment terminates or (ii) thirty (30) calendar days from the date of the Change of Control, but in no event later than March 15th of the year following the year in which the termination occurs. As used in this paragraph, Cash Compensation means your base salary and your annual incentive plan payment, in each case including any amounts deferred in the Company’s 401(k) plan and deferred compensation plan; and (3) until the earlier of (a) eighteen (18) months, (b) such time as you obtain comparable benefits through employment or otherwise, or (c) age sixty-five (65), the Company will pay the COBRA premiums for continuation of group health insurance coverage for you and any of your eligible dependents that were covered under the Company’s health plans on your date of termination. Notwithstanding anything to the contrary in this Agreement or in any other plan, policy or agreement, if you become eligible for severance benefits under Section 3 of this Agreement, you shall not be eligible to receive any severance benefits from the Company under any other plan, policy or agreement, including your Executive Employment Agreement dated as of May 19, 2013; provided that if your employment is terminated by the Company for a reason other than Cause within sixty (60) days before the date of a Change of Control and severance benefits had already commenced pursuant to the terms of another plan, policy or agreement, then (i) the severance benefits payable under such other plan, policy or agreement shall cease as of the date of the Change of Control and (ii) (A) the cash severance benefits payable pursuant to Section 4(a)(ii)(2) shall be reduced by the aggregate amount of cash severance benefits that you actually received prior to the date of the Change of Control under such other plan, policy or agreement and (B) the number of months of COBRA continuation benefits provided under Section 4(a)(ii)(3) shall be reduced by the number of months of such COBRA continuation that you actually received prior to the date of the Change of Control under such other plan, policy or agreement. (b) Notwithstanding any other provision of this Agreement, if any payment or benefit you would receive pursuant to a Change of Control of the Company or otherwise (each a “Payment” and collectively the “Payments”) could constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then the Company shall reduce the Payments so that the maximum amount of the Payments shall be One Dollar ($1.00) less than the amount that would cause the Payments to be subject to the excise tax imposed by Section 4999 of the Code. (c) If a reduction in Payments is necessary under Section 4(b), the Payments reduction shall be reduced by the Company in its reasonable discretion occur in the following order and unless you elect in writing a manner different order (provided, however, that complies with Section 409A of such election shall be subject to Company approval if made on or after the Code (as determined by date on which the Companyevent that triggers the Payment occurs): (i) reduction of cash Payments otherwise payable to you that are exempt from Section 409A of the Codepayments; (ii) reduction of cash Payments otherwise payable to you that are subject to Section 409A of the Code, on a pro-rata basis or such other manner that complies with Section 409A of the Code; (iii) cancellation of accelerated vesting of equity-based equity awards; and (iv) then reduction of any other payments and benefits otherwise payable to you on a pro-rata basis or such other manner that complies with Section 409A of the Code. If acceleration of vesting of your equity awards is to be reduced pursuant to clause (iii) of the immediately preceding sentence, such acceleration of vesting shall be accomplished by first canceling such acceleration for the vesting installment that will vest last and continuing to the extent necessary by canceling such acceleration for the next vesting installment with the latest vestingCOBRA premiums. A nationally recognized, independent accounting firm selected by the Company shall perform the calculations required by this Agreement. The Company shall bear all reasonable expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with supporting documentation, to the Company and you promptly after the date on which your right to a Payment is triggered (if requested at that time by you or the Company) or such other time as requested by you or the Company, including a reasonable time prior to the Payment trigger date. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon you and the Company.

Change of Control Benefits. (a) In the event you become eligible for benefits under Section 3, you will receive (i) any benefits to which you are entitled pursuant to and in accordance with the terms of any plan of the Company then in effect and any existing contract between you and the Company, and (ii) the following benefits, conditioned upon your signing a release of claims in a form reasonably satisfactory to the Company not later than twenty-one (21) calendar days after the date of your termination: (1) your unvested equity awards will immediately vest and become exercisable; (2) a lump sum payment in an amount equal to 200% of the sum of your Cash Compensation received by you from base salary and target annual incentive in effect as of the Company for the two (2) most recent taxable years ending day before the date upon which the Change of Control occurred, payable upon the later latest of (i) thirty (30) calendar days from the date your employment terminates or terminates, (ii) thirty (30) calendar days from the date of the Change of ControlControl or (iii) the expiration of any applicable revocation period under the release, but in no event later than March 15th of the year following the year in which the termination occurs. As used in this paragraph, Cash Compensation means your base salary and your annual incentive plan payment, in each case including any amounts deferred in the Company’s 401(k) plan and deferred compensation plan; and (3) until the earlier of (a) eighteen (18) months, (b) such time as you obtain comparable benefits through employment or otherwise, or (c) age sixty-five (65), the Company will pay the COBRA premiums for continuation of group health insurance coverage for you and any of your eligible dependents that were covered under the Company’s health plans on your date of termination. Notwithstanding anything to the contrary in this Agreement or in any other plan, policy or agreement, if you become eligible for severance benefits under Section 3 of this Agreement, you shall not be eligible to receive any severance benefits from the Company under any other plan, policy or agreement, including your Executive Employment Agreement dated as of May June 19, 20132017; provided that if your employment is terminated by the Company for a reason other than Cause within sixty (60) days before the date of a Change of Control and severance benefits had already commenced pursuant to the terms of another plan, policy or agreement, then (i) the severance benefits payable under such other plan, policy or agreement shall cease as of the date of the Change of Control and (ii) (A) the cash severance benefits payable pursuant to Section 4(a)(ii)(2) shall be reduced by the aggregate amount of cash severance benefits that you actually received prior to the date of the Change of Control under such other plan, policy or agreement and (B) the number of months of COBRA continuation benefits provided under Section 4(a)(ii)(3) shall be reduced by the number of months of such COBRA continuation that you actually received prior to the date of the Change of Control under such other plan, policy or agreement. (b) Notwithstanding any other provision of this Agreement, if any payment or benefit you would receive pursuant to a Change of Control of the Company or otherwise (each a “Payment” and collectively the “Payments”) could constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then the Company shall reduce the Payments so that the maximum amount of the Payments shall be One Dollar ($1.00) less than the amount that would cause the Payments to be subject to the excise tax imposed by Section 4999 of the Code. (c) If a reduction in Payments is necessary under Section 4(b), the Payments shall be reduced by the Company in its reasonable discretion in the following order and in a manner that complies with Section 409A of the Code (as determined by the Company): (i) reduction of cash Payments otherwise payable to you that are exempt from Section 409A of the Code; (ii) reduction of cash Payments otherwise payable to you that are subject to Section 409A of the Code, on a pro-rata basis or such other manner that complies with Section 409A of the Code; (iii) cancellation of accelerated vesting of equity-based awards; and (iv) reduction of any other payments and benefits otherwise payable to you on a pro-rata basis or such other manner that complies with Section 409A of the Code. If acceleration of vesting of your equity awards is to be reduced pursuant to clause (iii) of the immediately preceding sentence, such acceleration of vesting shall be accomplished by first canceling such acceleration for the vesting installment that will vest last and continuing to the extent necessary by canceling such acceleration for the next vesting installment with the latest vesting. A nationally recognized, independent accounting firm selected by the Company shall perform the calculations required by this Agreement. The Company shall bear all reasonable expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with supporting documentation, to the Company and you promptly after the date on which your right to a Payment is triggered (if requested at that time by you or the Company) or such other time as requested by you or the Company, including a reasonable time prior to the Payment trigger date. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon you and the Company.

Change of Control Benefits. (a) In the event you become eligible for benefits under Section 3, all of your unvested stock options will immediately vest and become exercisable and you will fully vest in the Company’s Supplemental Retirement Plan or any similar pension plan then in existence. In addition, you will receive (i) any benefits to which you are entitled pursuant to and in accordance with the terms of any plan of the Company then in effect and any existing contract between you and the Company, and (ii) the following benefits, conditioned upon your signing a release of claims in a form reasonably satisfactory to the Company not later than twenty-one (21) calendar days after the date of your terminationCompany: (1) your unvested equity awards will immediately vest and become exercisable; (2i) a lump sum payment in an amount equal to two (2) times your Cash Compensation average annual compensation received by you from the Company and includible in your gross income for federal income tax purposes for the two (2) most recent taxable years ending before the date upon which the Change of Control occurred, payable upon the later of (i) thirty (30) calendar 30 days from the date your employment terminates or (ii) thirty (30) calendar days from the date expiration of any applicable revocation period under the Change of Controlrelease, but in no event later than March 15th 15 of the year following the year in which the termination occurs. As used in this paragraph, Cash Compensation means your base salary and your annual incentive plan payment, in each case including any amounts deferred in the Company’s 401(k) plan and deferred compensation plan; and (3ii) until the earlier of (a) eighteen (18) months, (b) 24 months and such time as you obtain comparable benefits through employment or otherwise, or (c) age sixty-five (65), the Company will pay the COBRA premiums for continuation of group health and dental insurance coverage for you (and any of your eligible dependents that were covered anyone entitled to claim under the Company’s health plans on your date of termination. Notwithstanding anything to the contrary in this Agreement or in any other plan, policy or agreement, if you become eligible for severance benefits under Section 3 of this Agreement, you shall not be eligible to receive any severance benefits from the Company under any other plan, policy or agreement, including your Executive Employment Agreement dated as of May 19, 2013; provided that if your employment is terminated by the Company for a reason other than Cause within sixty (60) days before the date of a Change of Control and severance benefits had already commenced pursuant to the terms of another plan, policy or agreement, then (i) the severance benefits payable under such other plan, policy or agreement shall cease as of the date of the Change of Control and (ii) (A) the cash severance benefits payable pursuant to Section 4(a)(ii)(2) shall be reduced by the aggregate amount of cash severance benefits that you actually received prior to the date of the Change of Control under such other plan, policy or agreement and (B) the number of months of COBRA continuation benefits provided under Section 4(a)(ii)(3) shall be reduced by the number of months of such COBRA continuation that you actually received prior to the date of the Change of Control under such other plan, policy or agreementthrough you). (b) Notwithstanding any other provision of this Agreement, if any payment or benefit you would receive pursuant to a Change of Control of the Company or otherwise (each a “Payment” and collectively the “Payments”) could constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then the Company shall reduce the Payments so that the maximum amount of the Payments shall be One Dollar ($1.00) less than the amount that would cause the Payments to be subject to the excise tax imposed by Section 4999 of the Code. (c) If a reduction in Payments is necessary under Section 4(b), the Payments reduction shall be reduced by the Company in its reasonable discretion occur in the following order and unless you elect in writing a manner different order (provided, however, that complies with Section 409A of such election shall be subject to Company approval if made on or after the Code (as determined by date on which the Companyevent that triggers the Payment occurs): (i) reduction of cash Payments otherwise payable to you that are exempt from Section 409A of the Codepayments; (ii) reduction of cash Payments otherwise payable to you that are subject to Section 409A of the Code, on a pro-rata basis or such other manner that complies with Section 409A of the Code; (iii) cancellation of accelerated vesting of equity-based stock awards; cancellation of accelerated vesting of Company’s Supplemental Retirement Plan or any similar pension plan then in existence; and (iv) then reduction of any other payments and benefits otherwise payable to you on a pro-rata basis or such other manner that complies with Section 409A of the Code. If acceleration of vesting of your equity awards is to be reduced pursuant to clause (iii) of the immediately preceding sentence, such acceleration of vesting shall be accomplished by first canceling such acceleration for the vesting installment that will vest last and continuing to the extent necessary by canceling such acceleration for the next vesting installment with the latest vestingCOBRA premiums. A nationally recognized, independent recognized accounting firm selected by the Company shall perform the calculations required by this Agreement. The Company shall bear all reasonable expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with supporting documentation, to the Company and you promptly after the date on which your right to a Payment is triggered (if requested at that time by you or the Company) or such other time as requested by you or the Company, including a reasonable time prior to the Payment trigger date. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon you and the Company.

Change of Control Benefits. (a) In the event you become eligible for benefits under Section 3, you will receive (i) any benefits to which you are entitled pursuant to and in accordance with the terms of any plan of the Company then in effect and any existing contract between you and the Company, and (ii) the following benefits, conditioned upon your signing a release of claims in a form reasonably satisfactory to the Company not later than twenty-one (21) calendar days after the date of your termination: (1) your unvested equity awards will immediately vest and become exercisable; (2) a lump sum payment in an amount equal to 200% of the sum of your Cash Compensation received by you from base salary and target annual incentive in effect as of the Company for the two (2) most recent taxable years ending day before the date upon which the Change of Control occurred, payable upon the later latest of (i) thirty (30) calendar days from the date your employment terminates or terminates, (ii) thirty (30) calendar days from the date of the Change of ControlControl or (iii) the expiration of any applicable revocation period under the release, but in no event later than March 15th of the year following the year in which the termination occurs. As used in this paragraph, Cash Compensation means your base salary ; and your annual incentive plan payment, in each case including any amounts deferred in the Company’s 401(k) plan and deferred compensation plan; andExhibit 10.2 (3) until the earlier of (a) eighteen (18) months, (b) such time as you obtain comparable benefits through employment or otherwise, or (c) age sixty-five (65), the Company will pay the COBRA premiums for continuation of group health insurance coverage for you and any of your eligible dependents that were covered under the Company’s health plans on your date of termination. Notwithstanding anything to the contrary in this Agreement or in any other plan, policy or agreement, if you become eligible for severance benefits under Section 3 of this Agreement, you shall not be eligible to receive any severance benefits from the Company under any other plan, policy or agreement, including your Executive Employment Agreement dated as of May 19August 12, 20132015; provided that if your employment is terminated by the Company for a reason other than Cause within sixty (60) days before the date of a Change of Control and severance benefits had already commenced pursuant to the terms of another plan, policy or agreement, then (i) the severance benefits payable under such other plan, policy or agreement shall cease as of the date of the Change of Control and (ii) (A) the cash severance benefits payable pursuant to Section 4(a)(ii)(2) shall be reduced by the aggregate amount of cash severance benefits that you actually received prior to the date of the Change of Control under such other plan, policy or agreement and (B) the number of months of COBRA continuation benefits provided under Section 4(a)(ii)(3) shall be reduced by the number of months of such COBRA continuation that you actually received prior to the date of the Change of Control under such other plan, policy or agreement. (b) Notwithstanding any other provision of this Agreement, if any payment or benefit you would receive pursuant to a Change of Control of the Company or otherwise (each a “Payment” and collectively the “Payments”) could constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then the Company shall reduce the Payments so that the maximum amount of the Payments shall be One Dollar ($1.00) less than the amount that would cause the Payments to be subject to the excise tax imposed by Section 4999 of the Code. (c) If a reduction in Payments is necessary under Section 4(b), the Payments shall be reduced by the Company in its reasonable discretion in the following order and in a manner that complies with Section 409A of the Code (as determined by the Company): (i) reduction of cash Payments otherwise payable to you that are exempt from Section 409A of the Code; (ii) reduction of cash Payments otherwise payable to you that are subject to Section 409A of the Code, on a pro-rata basis or such other manner that complies with Section 409A of the Code; (iii) cancellation of accelerated vesting of equity-based awards; and (iv) reduction of any other payments and benefits otherwise payable to you on a pro-rata basis or such other manner that complies with Section 409A of the Code. If acceleration of vesting of your equity awards is to be reduced pursuant to clause (iii) of the immediately preceding sentence, such acceleration of vesting shall be accomplished by first canceling such acceleration for the vesting installment that will vest last and continuing to the extent necessary by canceling such acceleration for the next vesting installment with the latest vesting. A nationally recognized, independent accounting firm selected by the Company shall perform the calculations required by this Agreement. The Exhibit 10.2 Company shall bear all reasonable expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with supporting documentation, to the Company and you promptly after the date on which your right to a Payment is triggered (if requested at that time by you or the Company) or such other time as requested by you or the Company, including a reasonable time prior to the Payment trigger date. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon you and the Company.

Change of Control Benefits. (a) In the event you become eligible for benefits under Section 3, you will receive (i) any benefits to which you are entitled pursuant to and in accordance with the terms of any plan of the Company then in effect and any existing contract between you and the Company, and (ii) the following benefits, conditioned upon your signing a release of claims in a form reasonably satisfactory to the Company not later than twenty-one (21) calendar days after the date of your termination: (1) your unvested equity awards will immediately vest and become exercisable; (2) a lump sum payment in an amount equal to 200% of the sum of your Cash Compensation received by you from base salary and target annual incentive in effect as of the Company for the two (2) most recent taxable years ending day before the date upon which the Change of Control occurred, payable upon the later latest of (i) thirty (30) calendar days from the date your employment terminates or terminates, (ii) thirty (30) calendar days from the date of the Change of ControlControl or (iii) the expiration of any applicable revocation period under the release, but in no event later than March 15th of the year following the year in which the termination occurs. As used in this paragraph, Cash Compensation means your base salary and your annual incentive plan payment, in each case including any amounts deferred in the Company’s 401(k) plan and deferred compensation plan; and (3) until the earlier of (a) eighteen (18) months, (b) such time as you obtain comparable benefits through employment or otherwise, or (c) age sixty-five (65), the Company will pay the COBRA premiums for continuation of group health insurance coverage for you and any of your eligible dependents that were covered under the Company’s health plans on your date of termination. Notwithstanding anything to the contrary in this Agreement or in any other plan, policy or agreement, if you become eligible for severance benefits under Section 3 of this Agreement, you shall not be eligible to receive any severance benefits from the Company under any other plan, policy or agreement, including your Executive Employment Agreement dated as of May 19, 2013; provided that if your employment is terminated by the Company for a reason other than Cause within sixty (60) days before the date of a Change of Control and severance benefits had already commenced pursuant to the terms of another plan, policy or agreement, then (i) the severance benefits payable under such other plan, policy or agreement shall cease as of the date of the Change of Control and (ii) (A) the cash severance benefits payable pursuant to Section 4(a)(ii)(2) shall be reduced by the aggregate amount of cash severance benefits that you actually received prior to the date of the Change of Control under such other plan, policy or agreement and (B) the number of months of COBRA continuation benefits provided under Section 4(a)(ii)(3) shall be reduced by the number of months of such COBRA continuation that you actually received prior to the date of the Change of Control under such other plan, policy or agreement. (b) Notwithstanding any other provision of this Agreement, if any payment or benefit you would receive pursuant to a Change of Control of the Company or otherwise (each a “Payment” and collectively the “Payments”) could constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then the Company shall reduce the Payments so that the maximum amount of the Payments shall be One Dollar ($1.00) less than the amount that would cause the Payments to be subject to the excise tax imposed by Section 4999 of the Code. (c) If a reduction in Payments is necessary under Section 4(b), the Payments reduction shall be reduced by the Company in its reasonable discretion occur in the following order and unless you elect in writing a manner different order (provided, however, that complies with Section 409A of such election shall be subject to Company approval if made on or after the Code (as determined by date on which the Companyevent that triggers the Payment occurs): (i) reduction of cash Payments otherwise payable to you that are exempt from Section 409A of the Codepayments; (ii) reduction of cash Payments otherwise payable to you that are subject to Section 409A of the Code, on a pro-rata basis or such other manner that complies with Section 409A of the Code; (iii) cancellation of accelerated vesting of equity-based equity awards; and (iv) then reduction of any other payments and benefits otherwise payable to you on a pro-rata basis or such other manner that complies with Section 409A of the Code. If acceleration of vesting of your equity awards is to be reduced pursuant to clause (iii) of the immediately preceding sentence, such acceleration of vesting shall be accomplished by first canceling such acceleration for the vesting installment that will vest last and continuing to the extent necessary by canceling such acceleration for the next vesting installment with the latest vestingCOBRA premiums. A nationally recognized, independent accounting firm selected by the Company shall perform the calculations required by this Agreement. The Company shall bear all reasonable expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with supporting documentation, to the Company and you promptly after the date on which your right to a Payment is triggered (if requested at that time by you or the Company) or such other time as requested by you or the Company, including a reasonable time prior to the Payment trigger date. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon you and the Company.

Change of Control Benefits. (a) In the event you become eligible for benefits under Section 3, you will receive (i) any benefits to which you are entitled pursuant to and in accordance with the terms of any plan of the Company then in effect and any existing contract between you and the Company, and (ii) the following benefits, conditioned upon your signing a release of claims in a form reasonably satisfactory to the Company not later than twenty-one (21) calendar days after the date of your termination: (1i) your unvested equity awards will immediately vest and become exercisable; (2ii) a lump sum payment in an amount equal to your Cash Compensation received by you from the Company for the two (2) most recent taxable years ending before the date upon which the Change of Control occurred, payable upon the later latest of (i) thirty (30) calendar days from the date your employment terminates or terminates, (ii) thirty (30) calendar days from the date of the Change of ControlControl or (iii) the expiration of any applicable revocation period under the release, but in no event later than March 15th of the year following the year in which the termination occurs. As used in this paragraph, Cash Compensation means your base salary and your annual incentive plan payment, in each case including any amounts deferred in the Company’s 401(k) plan and deferred compensation plan; and (3iii) until the earlier of (a) eighteen (18) months, (b) such time as you obtain comparable benefits through employment or otherwise, or (c) age sixty-five (65), the Company will pay the COBRA premiums for continuation of group health insurance coverage for you and any of your eligible dependents that were covered under the Company’s health plans on your date of termination. Notwithstanding anything to the contrary in this Agreement or in any other plan, policy or agreement, if you become eligible for severance benefits under Section 3 of this Agreement, you shall not be eligible to receive any severance benefits from the Company under any other plan, policy or agreement, including your Executive Employment Agreement dated as of May 19, 2013; provided that if your employment is terminated by the Company for a reason other than Cause within sixty (60) days before the date of a Change of Control and severance benefits had already commenced pursuant to the terms of another plan, policy or agreement, then (i) the severance benefits payable under such other plan, policy or agreement shall cease as of the date of the Change of Control and (ii) (A) the cash severance benefits payable pursuant to Section 4(a)(ii)(2) shall be reduced by the aggregate amount of cash severance benefits that you actually received prior to the date of the Change of Control under such other plan, policy or agreement and (B) the number of months of COBRA continuation benefits provided under Section 4(a)(ii)(3) shall be reduced by the number of months of such COBRA continuation that you actually received prior to the date of the Change of Control under such other plan, policy or agreement. (b) Notwithstanding any other provision of this Agreement, if any payment or benefit you would receive pursuant to a Change of Control of the Company or otherwise (each a “Payment” and collectively the “Payments”) could constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then the Company shall reduce the Payments so that the maximum amount of the Payments shall be One Dollar ($1.00) less than the amount that would cause the Payments to be subject to the excise tax imposed by Section 4999 of the Code. (c) If a reduction in Payments is necessary under Section 4(b), the Payments reduction shall be reduced by the Company in its reasonable discretion occur in the following order and unless you elect in writing a manner different order (provided, however, that complies with Section 409A of such election shall be subject to Company approval if made on or after the Code (as determined by date on which the Companyevent that triggers the Payment occurs): (i) reduction of cash Payments otherwise payable to you that are exempt from Section 409A of the Codepayments; (ii) reduction of cash Payments otherwise payable to you that are subject to Section 409A of the Code, on a pro-rata basis or such other manner that complies with Section 409A of the Code; (iii) cancellation of accelerated vesting of equity-based equity awards; and (iv) then reduction of any other payments and benefits otherwise payable to you on a pro-rata basis or such other manner that complies with Section 409A of the Code. If acceleration of vesting of your equity awards is to be reduced pursuant to clause (iii) of the immediately preceding sentence, such acceleration of vesting shall be accomplished by first canceling such acceleration for the vesting installment that will vest last and continuing to the extent necessary by canceling such acceleration for the next vesting installment with the latest vestingCOBRA premiums. A nationally recognized, independent accounting firm selected by the Company shall perform the calculations required by this Agreement. The Company shall bear all reasonable expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with supporting documentation, to the Company and you promptly after the date on which your right to a Payment is triggered (if requested at that time by you or the Company) or such other time as requested by you or the Company, including a reasonable time prior to the Payment trigger date. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon you and the Company.

Change of Control Benefits. (a) The sixth paragraph of the Agreement is superseded and replaced in its entirety to read as follows: “In the event you become eligible for benefits under Section 3, you will receive (i) any benefits to which you are entitled pursuant to and in accordance with the terms of any plan of the Company then in effect and any existing contract between you and the Company, and (ii) the following benefits, conditioned upon your signing a release of claims in a form reasonably satisfactory to the Company not later than twenty-one (21) calendar days after the date of your termination: (1) your unvested equity awards will immediately vest and become exercisable; (2) a lump sum payment in an amount equal to your Cash Compensation received by you from the Company for the two (2) most recent taxable years ending before the date upon which the Change of Control occurred(as such term is defined in the 2007 Equity Incentive Plan (the “Plan”)) of Xilinx, payable upon Inc. (the later of “Company”) is consummated and you are involuntarily terminated without Cause (ias such term is defined in the Plan) thirty (30) calendar days from the date your employment terminates or (ii) thirty (30) calendar days from the date within one year following such consummation of the Change of Control, but in no event later than March 15th of the year following the year in which the termination occurs. As used in this paragraph, Cash Compensation means your base salary and your annual incentive plan payment, in each case including any amounts deferred in the Company’s 401(k) plan and deferred compensation plan; and (3) until the earlier of (a) eighteen (18) months, (b) such time as you obtain comparable benefits through employment or otherwise, or (c) age sixty-five (65), the Company will pay the COBRA premiums for continuation of group health insurance coverage for you and any of your eligible dependents that were covered under the Company’s health plans on your date of termination. Notwithstanding anything to the contrary in this Agreement or in any other plan, policy or agreement, if you become eligible for severance benefits under Section 3 of this Agreement, you shall not be eligible to receive any severance benefits from the Company under any other plan, policy or agreement, including your Executive Employment Agreement dated as of May 19, 2013; provided that if your employment is terminated by the Company for a reason other than Cause paid within sixty (60) days before following the date of your termination, in a Change lump sum, a cash severance payment, less applicable tax and other withholdings, equal to (a) your then effective monthly base salary multiplied by twelve (12) and (b) your then effective target bonus percentage multiplied by your then current annual base salary. In addition, you will be credited with twelve (12) months accelerated vesting of Control all equity grants you received from the Company prior to such termination of employment. Further, if you timely elect coverage as provided under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will make the COBRA premium payments for you, and severance your dependants, if applicable, for twelve (12) months following termination. All other benefits had already commenced pursuant to the terms of another plan, policy or agreement, then (i) the severance benefits payable under such other plan, policy or agreement shall including Company paid life insurance will cease as of the date of your termination. In the Change of Control and (ii) (A) the cash severance benefits payable event that it is determined that payments pursuant to the prior paragraph constitute non-qualified deferred compensation subject to Section 4(a)(ii)(2) shall be reduced by the aggregate amount of cash severance benefits that you actually received prior to the date of the Change of Control under such other plan, policy or agreement and (B) the number of months of COBRA continuation benefits provided under Section 4(a)(ii)(3) shall be reduced by the number of months of such COBRA continuation that you actually received prior to the date of the Change of Control under such other plan, policy or agreement. (b) Notwithstanding any other provision of this Agreement, if any payment or benefit you would receive pursuant to a Change of Control of the Company or otherwise (each a “Payment” and collectively the “Payments”) could constitute a “parachute payment” within the meaning of Section 280G 409A of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”), then the Company shall reduce the Payments so that the maximum amount of the Payments no such amounts shall be One Dollar ($1.00) less than paid unless and until you have experienced a separation from service within the meaning of Section 409A and any such amount that would cause the Payments be paid to be subject to the excise tax imposed by Section 4999 you within six (6) months following your separation of the Code. (c) If a reduction in Payments is necessary under Section 4(b), the Payments service shall be reduced by the Company in its reasonable discretion in the following order accumulated and in a manner that complies with Section 409A of the Code (as determined by the Company): (i) reduction of cash Payments otherwise payable to you that are exempt from Section 409A of the Code; (ii) reduction of cash Payments otherwise payable to you that are subject to Section 409A of the Code, on a pro-rata basis or such other manner that complies with Section 409A of the Code; (iii) cancellation of accelerated vesting of equity-based awards; and (iv) reduction of any other payments and benefits otherwise payable paid to you on a pro-rata basis or the first business day following such other manner six (6) month period. The parties hereto intend that complies with Section 409A of the Code. If acceleration of vesting of your equity awards is to be reduced pursuant to clause (iii) of the immediately preceding sentencethis letter comply, such acceleration of vesting shall be accomplished by first canceling such acceleration for the vesting installment that will vest last and continuing to the extent necessary by canceling such acceleration for the next vesting installment applicable, with the latest vestingprovisions of Section 409A and related regulations and Treasury pronouncements. A nationally recognizedIf the parties determine in good faith that any provision provided herein would result in the imposition of an excise tax under the provisions of Section 409A, independent accounting firm selected by the parties hereby agree to use good faith efforts to reform any such provision to avoid imposition of any such excise tax in such manner that the parties mutually determine is appropriate to comply with Section 409A. Further, you acknowledge and agree that any rights to or interest in the Change of Control benefits set forth above shall be contingent upon your execution of the Company’s standard form of general release agreement in favor of the Company shall perform and the calculations required by this Agreement. The Company shall bear all reasonable expenses effectiveness of such release in accordance with respect its terms prior to the determinations by such accounting firm required date of payment above, which release shall not, however, release the Company from any obligation it may have to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with supporting documentation, to indemnify you under any applicable indemnification agreement between the Company and you promptly after the date on which your right to a Payment is triggered (if requested at that time by you or under the Company) ’s bylaws or such other time as requested by you or the Company, including a reasonable time prior to the Payment trigger date. Any good faith determinations articles of the accounting firm made hereunder shall be final, binding and conclusive upon you and the Companyincorporation.”