Common use of Effect of Termination Following Change in Control Clause in Contracts

Effect of Termination Following Change in Control. In the event of a Change in Control during the Employment Period and a subsequent termination of the Employee's employment, either by the Company as a Termination Without Cause or by the Employee for Good Reason, whether or not such termination is during the Employment Period, the Employee shall be entitled to receive (i) the payments and other rights provided in Section 10(a) hereof, (ii) a severance payment in the form a cash lump sum, paid within 15 days of the date of termination, equal to the sum of the Employee's semi-monthly base salary (as in effect immediately prior to such termination) and the Pro- Rata Bonus Amount (as determined under Section 10(b) above) multiplied by 48 (i.e., that would have been payable on a semi-monthly basis during the 24 months following such termination), but discounted to present value from the dates such payments would be made if paid on a semi-monthly basis for such 24 month period, based on the 100% short-term Applicable Federal Rate (compounded annually) under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the "Code") as in effect at the time of payment, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof for a period of 24 months following the date of termination, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. (b)

Effect of Termination Following Change in Control. In the event of a Change in Control during the Employment Period and a subsequent termination of the EmployeeExecutive's employment, either by the Company as a Termination Without Cause or by the Employee Executive for Good Reason, whether or not such termination is during the Employment Period, the Employee Executive shall be entitled to receive (i) the payments and other rights provided in Section 10(a) hereof, (ii) a severance payment in the form a cash lump sum, which shall be paid within 15 days of the date of termination, equal to the sum of the EmployeeExecutive's semi-monthly base salary (as in effect immediately prior to such termination) and the Pro- Pro-Rata Bonus Amount (as determined under Section 10(b) above) multiplied by 48 72 (i.e., that would have been payable on a semi-monthly basis during the 24 36 months following such termination), but discounted to present value from the dates such payments would be made if paid on a semi-monthly basis for such 24 36 month period, based on the 100% short-term Applicable Federal Rate (compounded annually) under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the "Code") as in effect at the time of payment, and (iii) continuation of the medical benefits coverage to which the Employee Executive is entitled under Section 5(c) hereof for a period of 24 36 months following from the date of terminationthe Executive's termination of employment, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the EmployeeExecutive, but excluding any applicable tax consequences for the EmployeeExecutive) as in effect from time to time for officers of the Company generally. In addition, upon any such Termination Without Cause or for Good Reason that occurs within six months following the effective date of a Change in Control, the Executive shall retain the right to exercise any options to purchase shares of the Company's stock until the earlier of (a) 36 months following the date of such termination or (b)) the expiration of the original full term of each such option.

Effect of Termination Following Change in Control. In the event of a Change in Control during the Employment Period and a subsequent termination of the EmployeeExecutive's employment, either by the Company as a Termination Without Cause or by the Employee Executive for Good Reason, whether or not such termination is during the Employment Period, the Employee Executive shall be entitled to receive (i) the payments and other rights provided in Section 10(a) hereof, (ii) a severance payment in the form a cash lump sum, paid within 15 days of the date of termination, equal to the sum of the EmployeeExecutive's semi-monthly base salary (as in effect immediately prior to such termination) and the Pro- Pro-Rata Bonus Amount (as determined under Section 10(b) above) multiplied by 48 (i.e., that would have been payable on a semi-monthly basis during the 24 months following such termination), but discounted to present value from the dates such payments would be made if paid on a semi-monthly basis for such 24 month period, based on the 100% short-term Applicable Federal Rate (compounded annually) under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the "Code") as in effect at the time of payment, and (iii) continuation of the medical benefits coverage to which the Employee Executive is entitled under Section 5(c) hereof for a period of 24 months following the date of termination, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the EmployeeExecutive, but excluding any applicable tax consequences for the EmployeeExecutive) as in effect from time to time for officers of the Company generally. (b).

Effect of Termination Following Change in Control. In the event of a Change in Control during the Employment Period and a subsequent termination of the Employee's employment, either by the Company as a Termination Without Cause or by the Employee for Good Reason, whether or not such termination is during the Employment Period, the Employee shall be entitled to receive (i) the payments and other rights provided in Section 10(a) hereof, (ii) a severance payment in the form a cash lump sum, which shall be paid within 15 days of the date of termination, equal to the sum of the Employee's semi-monthly base salary (as in effect immediately prior to such termination) and the Pro- Pro-Rata Bonus Amount (as determined under Section 10(b) above) multiplied by 48 72 (i.e., that would have been payable on a semi-monthly basis during the 24 36 months following such termination), but discounted to present value from the dates such payments would be made if paid on a semi-monthly basis for such 24 36 month period, based on the 100% short-term Applicable Federal Rate (compounded annually) under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the "Code") as in effect at the time of payment, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof for a period of 24 36 months following from the date of terminationthe Employee's termination of employment, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. In addition, upon any such Termination Without Cause or for Good Reason that occurs within six months following the effective date of a Change in Control, the Employee shall retain the right to exercise any options to purchase shares of the Company's stock until the earlier of (a) 36 months following the date of such termination or (b) the expiration of the original full term of each such option. (c)

Effect of Termination Following Change in Control. In the event of a Change in Control during the Employment Period and a subsequent termination of the Employee's employment, either by the Company as a Termination Without Cause or by the Employee for Good Reason, whether or not such termination is during the Employment Period, the Employee shall be entitled to receive (i) the payments and other rights provided in Section 10(a) hereof, (ii) a severance payment in the form a cash lump sum, which shall be paid within 15 days of the date of termination, equal to the sum of the Employee's semi-monthly base salary (as in effect immediately prior to such termination) and the Pro- Pro-Rata Bonus Amount (as determined under Section 10(b) above) multiplied by 48 72 (i.e., that would have been payable on a semi-monthly basis during the 24 36 months following such termination), but discounted to present value from the dates such payments would be made if paid on a semi-monthly basis for such 24 36 month period, based on the 100% short-term Applicable Federal Rate (compounded annually) under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the "Code") as in effect at the time of payment, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof for a period of 24 36 months following from the date of terminationthe Employee's termination of employment, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. In addition, upon any such Termination Without Cause or for Good Reason that occurs within six months following the effective date of a Change in Control, the Employee shall retain the right to exercise any options to purchase shares of the Company's stock until the earlier of (a) 36 months following the date of such termination or (b) the expiration of the original full term of each such option. Notwithstanding the foregoing, the Employee's rights to any payments under this Section 11(b) shall be subject to the terms of the Loan and Note Agreement. (c)

Effect of Termination Following Change in Control. In the event of a Change in Control during the Employment Period and a subsequent termination of the EmployeeExecutive's employmentemployment within 36 months immediately following such Change in Control, either by the Company as a Termination Without Cause or by the Employee Executive for Good Reason, whether or not such termination is during the Employment PeriodPeriod ( a “Change in Control Termination”), the Employee Executive shall be entitled to receive (i) the payments and other rights provided in Section 10(a) hereof, (ii) a severance payment in the form a cash lump sum, which shall be paid within 15 days of the date of termination, equal to the sum of the EmployeeExecutive's semi-monthly base salary (as in effect immediately prior to such termination) and the Pro- Pro-Rata Bonus Amount (as determined under Section 10(b) above) multiplied by 48 72 (i.e., that would have been payable on a semi-monthly basis during the 24 36 months following such termination), but discounted to present value from the dates such payments would be made if paid on a semi-monthly basis for such 24 36 month period, based on the 100% short-term Applicable Federal Rate (compounded annually) under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the "Code") as in effect at the time of payment, and (iii) continuation of the medical benefits coverage to which the Employee Executive is entitled under Section 5(c) hereof for a period of 24 36 months following from the date of terminationthe Executive's termination of employment, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the EmployeeExecutive, but excluding any applicable tax consequences for the EmployeeExecutive) as in effect from time to time for officers of the Company generally. In addition, upon any such Change in Control Termination , the Executive shall retain the right to exercise any options to purchase shares of the Company's stock until the earlier of (a) 36 months following the date of such termination or (b)) the expiration of the original full term of each such option.

Effect of Termination Following Change in Control. In the event of a Change ---------------------------------------------------- in Control during the Employment Period and a subsequent termination of the Employee's employment, either by the Company as a Termination Without Cause or by the Employee for Good Reason, whether or not such termination is during the Employment Period, the Employee shall be entitled to receive (i) the payments and other rights provided in Section 10(a) hereof, (ii) a severance payment in the form a cash lump sum, paid within 15 days of the date of termination, equal to the sum of the Employee's semi-monthly base salary (as in effect immediately prior to such termination) and the Pro- Pro-Rata Bonus Amount (as determined under Section 10(b) above) multiplied by 48 (i.e., that would have been payable on a semi-monthly basis during the 24 months following such termination), but discounted to present value from the dates such payments would be made if paid on a semi-monthly basis for such 24 month period, based on the 100% short-term Applicable Federal Rate (compounded annually) under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the "Code") as in effect at the time of payment, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof for a period of 24 months following the date of termination, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. (b)

Effect of Termination Following Change in Control. In the event of a Change in Control during the Employment Period and a subsequent termination of the Employee's employment, either by the Company as a Termination Without Cause or by the Employee for Good Reason, whether or not such termination is during the Employment Period, the Employee shall be entitled to receive (i) the payments and other rights provided in Section 10(a) hereof, (ii) a severance payment in the form a cash lump sum, paid within 15 days of the date of termination, equal to the sum of the Employee's semi-monthly base salary (as in effect immediately prior to such termination) and the Pro- Pro-Rata Bonus Amount (as determined under Section 10(b) above) multiplied by 48 (i.e., that would have been payable on a semi-monthly basis during the 24 months following such termination), but discounted to present value from the dates such payments would be made if paid on a semi-monthly basis for such 24 month period, based on the 100% short-term Applicable Federal Rate (compounded annually) under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the "Code") as in effect at the time of payment, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof for a period of 24 months following the date of termination, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. (b)

Effect of Termination Following Change in Control. In the event of a Change in Control during the Employment Period and a subsequent termination of the Employee's employmentemployment within 24 months immediately following such Change in Control, either by the Company as a Termination Without Cause or by the Employee for Good Reason, whether or not such termination is during the Employment PeriodPeriod (a “Change in Control Termination”), the Employee shall be entitled to receive (i) the payments and other rights provided in Section 10(a) hereof, (ii) a severance payment in the form a cash lump sum, paid within 15 days of the date of termination, equal to the sum of the Employee's semi-monthly base salary (as in effect immediately prior to such termination) and the Pro- Rata Bonus Amount (as determined under Section 10(b) above) multiplied by 48 (i.e., that would have been payable on a semi-monthly basis during the 24 months following such termination), but discounted to present value from the dates such payments would be made if paid on a semi-monthly basis for such 24 month period, based on the 100% short-term Applicable Federal Rate (compounded annually) under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the "Code") as in effect at the time of payment, payment and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof for a period of 24 months following the date of termination, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. (b)In addition, upon a Change in Control Termination, all options held by the Employee to purchase shares of the Company's stock that are not then vested and exercisable shall become immediately and fully vested and exercisable.

Effect of Termination Following Change in Control. In the event of a Change in Control during the Employment Period and a subsequent termination of the Employee's employment, either by the Company as a Termination Without Cause or by the Employee for Good Reason, whether or not such termination is during the Employment Period, the Employee shall be entitled to receive (i) the payments and other rights provided in Section 10(a) hereof, (ii) a severance payment in the form of a cash lump sum, paid within 15 days of the date of termination, equal to the sum of the Employee's semi-monthly base salary (as in effect immediately prior to such termination) and the Pro- Pro-Rata Bonus Amount (as determined under Section 10(b) above) multiplied by 48 (i.e., that would have been payable on a semi-monthly basis during the 24 months following such termination), but discounted to present value from the dates such payments would be made if paid on a semi-monthly basis for such 24 month period, based on the 100% short-term Applicable Federal Rate (compounded annually) under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the "Code") as in effect at the time of payment, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof for a period of 24 months following the date of termination, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. (b).