Common use of Covered Termination Not In Connection with Change of Control Clause in Contracts

Covered Termination Not In Connection with Change of Control. In the event of a Covered Termination of Executive’s employment prior to or more than twelve (12) months following the effective date of a Change of Control, the vesting and/or exercisablity of each of Executive’s outstanding Pre-Agreement Stock Awards shall be accelerated automatically on the date of termination as to the number of shares subject to the Pre-Agreement Stock Award that would vest over the twelve (12)-month period following the date of termination had Executive remained continuously employed by the Company during such period. In the event of a Covered Termination of Executive’s employment that occurs other than during a Change of Control Benefits Period, the vesting and/or exercisablity of each of Executive’s outstanding Post-Agreement Stock Awards shall be accelerated automatically on the date of termination as to the number of shares subject to the Post-Agreement Stock Award that would vest over the twelve (12)-month period following the date of termination had Executive remained continuously employed by the Company during such period.