Common use of Change of Control Payments and Benefits Clause in Contracts

Change of Control Payments and Benefits. In addition to the payments and benefits described in Section 7(a), upon a Change Of Control Termination: (i) The Employer shall pay to Executive in a lump sum in cash on the 30th day after the date of the Change of Control Termination Date any positive difference between: (A) an amount equal to 2.99 times the total of Executive’s “base amount” for the “base period” as defined in Section 280G of the Code; and (B) the amount paid to Executive pursuant to Section 7(a)(i)(B); (ii) All restricted stock or restricted stock unit awards previously granted to Executive and which have not already become vested and released from restrictions on transfer and repurchase and forfeiture rights, either as a result of the Change of Control or otherwise, shall immediately vest and be released from such restrictions as of the Change of Control Termination Date; (iii) All options previously granted to Executive and which have not already become vested and released from restrictions on transfer (other than transfer restrictions applicable to incentive stock options) and repurchase and forfeiture rights, either as a result of the Change of Control or otherwise, shall immediately vest and be released from such restrictions as of the Change of Control Termination Date and all previously granted options that are vested, but unexercised, on the Change of Control Termination Date shall remain exercisable, in each case for the period during which they would have been exercisable absent the Termination of Executive’s employment, except as otherwise specifically provided by the Code; and (iv) Executive’s benefits under all Benefit Plans that are non-qualified plans shall be 100% vested, regardless of Executive’s age or years of service, as of the Change of Control Termination Date.

Change of Control Payments and Benefits. In addition to the payments and benefits described in Section 7(a), upon a Change Of Control Termination: (i) The Employer shall pay to Executive Employee in a lump sum in cash on the 30th day after the date of the Change of Control Termination Date any positive difference between: (A) an amount equal to 2.99 times the total of ExecutiveEmployee’s “base amount” for the “base period” as defined in Section 280G of the Code; and (B) the amount paid to Executive Employee pursuant to Section 7(a)(i)(B); (ii) All restricted stock or restricted stock unit awards previously granted to Executive Employee and which have not already become vested and released from restrictions on transfer and repurchase and forfeiture rights, either as a result of the Change of Control or otherwise, shall immediately vest and be released from such restrictions as of the Change of Control Termination Date; (iii) All options previously granted to Executive Employee and which have not already become vested and released from restrictions on transfer (other than transfer restrictions applicable to incentive stock options) and repurchase and forfeiture rights, either as a result of the Change of Control or otherwise, shall immediately vest and be released from such restrictions as of the Change of Control Termination Date and all previously granted options that are vested, but unexercised, on the Change of Control Termination Date shall remain exercisable, in each case for the period during which they would have been exercisable absent the Termination of ExecutiveEmployee’s employment, except as otherwise specifically provided by the Code; and (iv) ExecutiveEmployee’s benefits under all Benefit Plans that are non-qualified plans shall be 100% vested, regardless of ExecutiveEmployee’s age or years of service, as of the Change of Control Termination Date.