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 and a subsequent termination of the Employee's employment during the Employment Period, either by the Company as a Termination Without Cause or by the Employee for Good Reason (as defined below), (i) the Employee shall be entitled to receive the same payments and other rights as provided for in Sections 10(a) hereof, (ii) the Employee shall be entitled to receive a severance payment in the form a cash lump sum, paid within 15 days of the date of termination, with the amount of such payment to be the aggregate amount of the Employee's base salary as in effect immediately prior to such termination payable over the period of months specified in Annex A, but discounted to present value from the dates such payments would otherwise be made to the Employee, based on the 100% short-term Applicable Federal Rate (compounded annually) under Section 1274(d) of the Internal Revenue Code as in effect at the time of payment, (iii) if such termination occurred within 12 months following the effective date of a Change in Control, any options held by the Employee as of such effective date to purchase shares of the Company's stock that were not vested and exercisable as of such date of termination shall become immediately and fully vested and exercisable as of such date of termination and (iv) the Employee shall retain the right to exercise any options to purchase shares of the Company's stock until the earlier of (a) 12 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 during the Employment Periodemployment, either by the Company as a Termination Without Cause or by the Employee for Good Reason (as defined below)Reason, (i) whether or not such termination is during the Employment Period, the Employee shall be entitled to receive (i) the same payments and other rights as provided for in Sections Section 10(a) hereof, hereof and (ii) the Employee shall be entitled to receive a severance payment in the form a cash lump sum, which shall be paid within 15 days of the date of termination, with equal to the amount of such payment to be the aggregate amount sum of the Employee's semi-monthly base salary (as in effect immediately prior to such termination termination) and the Pro-Rata Bonus Amount (as determined under Section 10(b) above) multiplied by 72 (i.e., that would have been payable over on a semi-monthly basis during the period of 36 months specified in Annex Afollowing such termination), but discounted to present value from the dates such payments would otherwise be made to the Employeeif paid on a semi-monthly basis for such 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. In addition, (iii) if upon any such termination occurred Termination Without Cause or for Good Reason that occurs within 12 six months following the effective date of a Change in Control, any options held by the Employee as of such effective date to purchase shares of the Company's stock that were not vested and exercisable as of such date of termination shall become immediately and fully vested and exercisable as of such date of termination and (iv) the Employee shall retain the right to exercise any options to purchase shares of the Company's stock until the earlier of (a) 12 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 during the Employment Periodemployment, either by the Company as a Termination Without Cause or by the Employee for Good Reason (as defined below)Reason, (i) whether or not such termination is during the Employment Period, the Employee shall be entitled to receive (i) the same payments and other rights as provided for in Sections Section 10(a) hereof, hereof and (ii) the Employee shall be entitled to receive a severance payment payments in the form a cash lump sum, paid within 15 days of the date of termination, with the amount of such payment to be the aggregate amount of the Employee's base salary as in effect immediately prior to such termination payable over the a period of months specified in Annex A12 months, but discounted to present value from the dates such payments would otherwise be made to the Employee, based on the 100% short-term Applicable Federal Rate (compounded annually) under Section 1274(d) of the Internal Revenue Code as in effect at the time of payment. In the event that the Employee becomes entitled to the payments and benefits provided above in this Section 12 and, (iii) if within 30 days following the first anniversary date of the date of termination of employment, he certifies to the Company that he has not accepted another position of full-time employment with any person, firm or other entity as of such termination occurred anniversary date, the Employee shall be entitled to an additional 12 months lump-sum severance payment, calculated and paid in the same manner as provided above in this Section 12. In addition, upon any such Termination Without Cause or for Good Reason that occurs within 12 six months following the effective date of a Change in Control, any options held by the Employee as of such effective date to purchase shares of the Company's stock that were not vested and exercisable as of such date of termination shall become immediately and fully vested and exercisable as of such date of termination and (iv) the Employee shall retain the right to exercise any options to purchase shares of the Company's stock until the earlier of (a) 12 36 months following the date of such termination or (b) the expiration of the original full term of each such option.