Common use of Change of Control Termination Clause in Contracts

Change of Control Termination. Notwithstanding any other provision in this Agreement to the contrary, in the event of a Change of Control Termination that is in connection with a Sale Transaction, the Company shall, on the Termination Date, pay the Executive a lump sum amount which is equal to the sum of: (i) the product of (A) the Executive’s Base Salary in effect as of the Termination Date multiplied by (B) the COC Multiplier; plus (ii) the product of (A) the greater of (1) the average of the two highest annual cash bonuses paid to the Executive for the three years preceding the year in which the Termination Date occurs or (2) the Executive’s target bonus, if any, for the year in which the Termination Date occurs, multiplied by (B) the COC Multiplier; plus (iii) Eighteen Thousand Dollars ($18,000); plus (iv) any Base Salary and bonus compensation earned but unpaid as of the Termination Date; plus (v) any unreimbursed business expenses to which the Executive is entitled as of the Termination Date under Section 5. The Company shall also pay the Executive any amounts due to the Executive pursuant to the terms of any Award Plans and/or Benefit Plans in which the Executive was a participant, in accordance with the terms of such plans. Notwithstanding the foregoing, if the Executive is a Specified Employee and the total of the payments under this Section 9(b) exceeds the limit set forth in Treas. Reg. §1.409A-1(b)(9)(iii)(A) (related to separation pay), then the amount in excess of such limit shall be delayed for six (6) months following the Executive’s Termination Date, and such delayed amount shall be paid in a lump sum after the end of the six-month delay. In the event of a Change of Control Termination that is in connection with a Sale Transaction, the Executive shall continue to be subject to the Confidentiality Agreement and the Non-Compete Agreement.

Change of Control Termination. Notwithstanding any other provision in this Agreement to the contrary, in the event of a Change of Control Termination that is not in connection with a Sale Transaction, the Company shall, on the Termination Date, pay the Executive a lump sum amount which is equal to the sum of: (i) the product of (A) the Executive’s Base Salary in effect as of the Termination Date multiplied by (B) the COC Multiplier; two (2), plus (ii) the product of (A) the greater of (1) the average of the two highest annual cash bonuses paid to the Executive for the three years preceding the year in which the Termination Date occurs or (2) the Executive’s target bonus, if any, for the year in which the Termination Date occurs, multiplied by (B) the COC Multipliertwo (2); plus (iii) Eighteen Thousand Dollars ($18,000); plus (iv) any Base Salary and bonus compensation earned but unpaid as of the Termination Date; , plus (v) any unreimbursed business expenses to which the Executive is entitled as of the Termination Date under Section 5. The Company shall also pay the Executive any amounts due to the Executive pursuant to the terms of any Award Plans and/or Benefit Plans in which the Executive was a participant, in accordance with the terms of such plans. Notwithstanding the foregoing, if the Executive is a Specified Employee and the total of the payments under this Section 9(b) exceeds the limit set forth in Treas. Reg. §1.409A-1(b)(9)(iii)(A) (related to separation pay), then the amount in excess of such limit shall be delayed for six (6) months following the Executive’s Termination Date, and such delayed amount shall be paid in a lump sum after the end of the six-month delay. In the event of a Change of Control Termination that is not in connection with a Sale Transaction, the Executive shall continue to be subject to the Confidentiality Agreement and the Non-Compete Agreement.

Change of Control Termination. Notwithstanding any other provision in this Agreement to the contrary, in the event of a Change of Control Termination that is in connection with a Sale TransactionTermination, the Company shall, on the Termination Date, pay the Executive a lump sum amount which is equal to the sum of: of (i) any Base Salary and bonus compensation earned but unpaid as of the Termination Date, plus (ii) the product of (A) two (2) multiplied by (B) the Executive’s Base Salary in effect as of the Termination Date multiplied by (B) the COC Multiplier; Date, plus (iiiii) the product of (A) two (2) multiplied by (B) the greater of (1) the average of the two highest annual cash bonuses bonus paid to the Executive for the three two years preceding the year in which the Termination Date occurs or (2) the Executive’s target bonus, if any, for the year in which the Termination Date occurs, plus (iv) the product of (A) twenty-four (24) multiplied by (B) the COC Multiplier; plus (iii) Eighteen Thousand Dollars ($18,000); plus (iv) any Base Salary monthly COBRA premium for health care continuation coverage for the Executive and bonus compensation earned but unpaid the Executive’s spouse and children, as of applicable and to the Termination Date; extent eligible, plus (v) any unreimbursed reimbursement of business expenses to which the Executive is entitled as of the Termination Date under Section 5. The Company shall also pay the Executive any amounts due to the Executive pursuant to the terms of any Award Plans and/or Benefit Plans in which the Executive was a participant, in accordance with the terms of such plans. Notwithstanding the foregoing, if the Executive is a Specified Employee and the total of the payments under this Section 9(b) exceeds the limit set forth in Treas. Reg. §1.409A-1(b)(9)(iii)(A) (related to separation pay), then the amount in excess of such limit shall be delayed for six (6) months following the Executive’s Termination Date, and such delayed amount shall be paid in a lump sum after the end of the six-month delay. For purposes of any Award Agreement granted to the Executive, a Termination for Good Reason that is Change of Control Termination under this Agreement shall constitute an involuntary termination of the Executive’s employment by the Company, and not a voluntary termination by the Executive. In the event of a Change of Control Termination that is in connection with a Sale TransactionTermination, the Executive shall continue to be subject to the Confidentiality Agreement and the Non-Compete Agreement.

Change of Control Termination. Notwithstanding any other provision in this Agreement to the contrary, in the event of a Change of Control Termination that is in connection with a Sale TransactionTermination, the Company shall, on the Termination Date, pay the Executive a lump sum amount which is equal to the sum of: (i) the product of (A) the Executive’s Base Salary in effect as of the Termination Date multiplied by (B) the COC Multiplier; two (2), plus (ii) the product of (A) the greater of (1) the average of the two highest annual cash bonuses paid to the Executive for the three years preceding the year in which the Termination Date occurs or (2) the Executive’s target bonusoccurs, if any, for the year in which the Termination Date occurs, multiplied by (B) the COC Multipliertwo (2); plus (iii) Eighteen Thousand Dollars ($18,000); plus (iv) any Base Salary and bonus compensation earned but unpaid as of the Termination Date; , plus (v) any unreimbursed business expenses to which the Executive is entitled as of the Termination Date under Section 5. The Company shall also pay the Executive any amounts due to the Executive pursuant to the terms of any Award Plans and/or Benefit Plans in which the Executive was a participant, in accordance with the terms of such plans. Notwithstanding the foregoing, if the Executive is a Specified Employee and the total of the payments under this Section 9(b10(b) exceeds the limit set forth in Treas. Reg. §1.409A-1(b)(9)(iii)(A) (related to separation pay), then the amount in excess of such limit shall be delayed for six (6) months following the Executive’s Termination Date, and such delayed amount shall be paid in a lump sum after the end of the six-month delay. In the event of a Change of Control Termination that is in connection with a Sale TransactionTermination, the Executive shall continue to be subject to the Confidentiality Agreement and the Non-Non- Compete AgreementAgreement for the respective durations set forth therein.

Change of Control Termination. Notwithstanding any other provision in this Agreement to the contrary, in the event of a Change of Control Termination that is in connection with a Sale Transaction, the Company shall, on the Termination Date, pay the Executive a lump sum amount which is equal to the sum of: (i) the product of (A) the Executive’s Base Salary in effect as of the Termination Date multiplied by (B) the COC Multiplier; plus (ii) the product of (A) the greater of (1) the average of the two highest annual cash bonuses paid to the Executive for the three years preceding the year in which the Termination Date occurs or (2) the Executive’s target bonus, if any, for the year in which the Termination Date occurs, multiplied by (B) the COC Multiplier; plus (iii) Eighteen Thousand Dollars ($18,000); plus (iv) any Base Salary and bonus compensation earned but unpaid as of the Termination Date; plus (v) any unreimbursed business expenses to which the Executive is entitled as of the Termination Date under Section 5. The Company shall also pay the Executive any amounts due to the Executive pursuant to the terms of any Award Plans and/or Benefit Plans in which the Executive was a participant, in accordance with the terms of such plans. Notwithstanding the foregoing, if the Executive is a Specified Employee and the total of the payments under this Section 9(b9(c) exceeds the limit set forth in Treas. Reg. §1.409A-1(b)(9)(iii)(A) (related to separation pay), then the amount in excess of such limit shall be delayed for six (6) months following the Executive’s Termination Date, and such delayed amount shall be paid in a lump sum after the end of the six-month delay. In the event of a Change of Control Termination that is in connection with a Sale Transaction, the Executive shall continue to be subject to the Confidentiality Agreement and the Non-Compete Agreement.

Change of Control Termination. Notwithstanding any other provision in this Agreement to the contrary, in the event of a Change of Control Termination that is not in connection with a Sale Transaction, the Company shall, on the Termination Date, pay the Executive a lump sum amount which is equal to the sum of: (i) the product of (A) the Executive’s Base Salary in effect as of the Termination Date multiplied by (B) the COC Multiplier; two (2), plus (ii) the product of (A) the greater of (1) the average of the two highest annual cash bonuses paid to the Executive for the three years preceding the year in which the Termination Date occurs or (2) the Executive’s target bonus, if any, for the year in which the Termination Date occurs, multiplied by (B) the COC Multipliertwo (2); plus (iii) Eighteen Thousand Dollars ($18,000); plus (iv) any Base Salary and bonus compensation earned but unpaid as of the Termination Date; , plus (v) any unreimbursed business expenses to which the Executive is entitled as of the Termination Date under Section 5. The Company shall also pay the Executive any amounts due to the Executive pursuant to the terms of any Award Plans and/or Benefit Plans in which the Executive was a participant, in accordance with the terms of such plans. Notwithstanding the foregoing, if the Executive is a Specified Employee and the total of the payments under this Section 9(b10(b) exceeds the limit set forth in Treas. Reg. §1.409A-1(b)(9)(iii)(A) (related to separation pay), then the amount in excess of such limit shall be delayed for six (6) months following the Executive’s Termination Date, and such delayed amount shall be paid in a lump sum after the end of the six-month delay. In the event of a Change of Control Termination that is not in connection with a Sale Transaction, the Executive shall continue to be subject to the Confidentiality Agreement and the Non-Compete Agreement.

Change of Control Termination. Notwithstanding any other provision in this Agreement to the contrary, in the event of a Change of Control Termination that is in connection with a Sale TransactionTermination, the Company shall, on the Termination Date, pay the Executive a lump sum amount which is equal to the sum of: (i) the product of (A) the Executive’s Base Salary in effect as of the Termination Date multiplied by (B) the COC Multiplier; two (2), plus (ii) the product of (A) the greater of (1) the average of the two highest annual cash bonuses paid to the Executive for the three years preceding the year in which the Termination Date occurs or (2) the Executive’s target bonusoccurs, if any, for the year in which the Termination Date occurs, multiplied by (B) the COC Multipliertwo (2); plus (iii) Eighteen Thousand Dollars ($18,000); plus (iv) any Base Salary and bonus compensation earned but unpaid as of the Termination Date; , plus (v) any unreimbursed business expenses to which the Executive is entitled as of the Termination Date under Section 5. The Company shall also pay the Executive any amounts due to the Executive pursuant to the terms of any Award Plans and/or Benefit Plans in which the Executive was a participant, in accordance with the terms of such plans. Notwithstanding the foregoing, if the Executive is a Specified Employee and the total of the payments under this Section 9(b10(b) exceeds the limit set forth in Treas. Reg. §1.409A-1(b)(9)(iii)(A) (related to separation pay), then the amount in excess of such limit shall be delayed for six (6) months following the Executive’s Termination Date, and such delayed amount shall be paid in a lump sum after the end of the six-month delay. In the event of a Change of Control Termination that is in connection with a Sale TransactionTermination, the Executive shall continue to be subject to the Confidentiality Agreement and the Non-Compete AgreementAgreement for the respective durations set forth therein.

Change of Control Termination. Notwithstanding any other provision in this Agreement to the contrary, in the event of a Change of Control Termination that is in connection with a Sale TransactionTermination, the Company shall, on the Termination Date, pay the Executive a lump sum amount which is equal to the sum of: (i) the product of (A) the Executive’s Base Salary in effect as of the Termination Date multiplied by (B) the COC Multiplier; two (2), plus (ii) the product of (A) the greater of (1) the average of the two highest annual cash bonuses paid to the Executive for the three years preceding the year in which the Termination Date occurs or (2) the Executive’s target bonusoccurs, if any, for the year in which the Termination Date occurs, multiplied by (B) the COC Multipliertwo (2); plus (iii) Eighteen Thousand Dollars ($18,000); plus (iv) any Base Salary and bonus compensation earned but unpaid as of the Termination Date; , plus (v) any unreimbursed business expenses to which the Executive is entitled as of the Termination Date under Section 55(a). The Company shall also pay the Executive any amounts due to the Executive pursuant to the terms of any Award Plans and/or Benefit Plans in which the Executive was a participant, in accordance with the terms of such plans. Notwithstanding the foregoing, if the Executive is a Specified Employee and the total of the payments under this Section 9(b10(b) exceeds the limit set forth in Treas. Reg. §1.409A-1(b)(9)(iii)(A) (related to separation pay), then the amount in excess of such limit shall be delayed for six (6) months following the Executive’s Termination Date, and such delayed amount shall be paid in a lump sum after the end of the six-month delay. In the event of a Change of Control Termination that is in connection with a Sale TransactionTermination, the Executive shall continue to be subject to the Confidentiality Agreement and the Non-Compete Agreement.

Change of Control Termination. Notwithstanding any other provision in this Agreement to the contrary, in the event of a Change of Control Termination that is in connection with a Sale Transaction, the Company shall, on the Termination Date, pay the Executive a lump sum amount which is equal to the sum of: (i) the product of (Aa) the Executive’s Base Salary in effect as of the Termination Date multiplied by (Bb) the COC Multiplier; plus (ii) the product of (A) the greater of (1) the average of the two highest annual cash bonuses paid to the Executive for the three years preceding the year in which the Termination Date occurs or (2) the Executive’s target bonus, if any, for the year in which the Termination Date occurs, multiplied by (B) the COC Multiplier; plus (iii) Eighteen Thousand Dollars ($18,000); plus (iviii) any portion of Base Salary and bonus compensation earned but unpaid as of the Termination Date; plus (viv) any unreimbursed business expenses to which the Executive is entitled as of the Termination Date under Section 5. The Company shall also pay the Executive any amounts due to the Executive pursuant to the terms of any Award Plans and/or Benefit Plans in which the Executive was a participant, in accordance with the terms of such plans. Notwithstanding the foregoing, if the Executive is a Specified Employee and the total of the payments under this Section 9(b) exceeds the limit set forth in Treas. Reg. §1.409A-1(b)(9)(iii)(A) (related to separation pay), then the amount in excess of such limit shall be delayed for six (6) months following the Executive’s Termination Date, and such delayed amount shall be paid in a lump sum after the end of the six-month delay. In the event of a Change of Control Termination that is in connection with a Sale Transaction, the Executive shall continue to be subject to the Confidentiality Agreement and the Non-Compete Agreement.

Change of Control Termination. Notwithstanding any other provision in this Agreement to the contrary, in the event of a Change of Control Termination that is in connection with a Sale TransactionTermination, the Company shall, on the Termination Date, pay the Executive a lump sum amount which is equal to the sum of: (i) the product of (A) the Executive’s Base Salary in effect as of the Termination Date multiplied by (B) the COC Multiplier; two (2), plus (ii) the product of (A) the greater of (1) the average of the two highest annual cash bonuses paid to the Executive for the three years preceding the year in which the Termination Date occurs (or (2) if Executive has been employed for less than two full years such average shall be annualized for any partial years and if such termination occurs during 2014 or 2015, the Executive’s average cash bonus shall be deemed to be the target bonus, if any, bonus for the year in which the Termination Date occurssuch year), multiplied by (B) the COC Multipliertwo (2); plus (iii) Eighteen Thousand Dollars ($18,000); plus (iv) any Base Salary and bonus compensation earned but unpaid as of the Termination Date; , plus (v) any unreimbursed business expenses to which the Executive is entitled as of the Termination Date under Section 5. The Company shall also pay the Executive any amounts due to the Executive pursuant to the terms of any Award Plans and/or Benefit Plans in which the Executive was a participant, in accordance with the terms of such plans. Notwithstanding the foregoing, if the Executive is a Specified Employee and the total of the payments under this Section 9(b10(b) exceeds the limit set forth in Treas. Reg. §1.409A-1(b)(9)(iii)(A) (related to separation pay), then the amount in excess of such limit shall be delayed for six (6) months following the Executive’s Termination Date, and such delayed amount shall be paid in a lump sum after the end of the six-month delay. In the event of a Change of Control Termination that is in connection with a Sale TransactionTermination, the Executive shall continue to be subject to the Confidentiality Agreement and the Non-Compete Agreement.