Common use of Following a Change in Control Clause in Contracts

Following a Change in Control. In addition to payments under Section 5.1 and subject to Section 5.4.3, if Employee’s employment is terminated during the Protected Period following a Change in Control, either (i) by the Company (other than for Cause, Disability or death), or (ii) by the Employee for Good Reason: 5.4.2.1 the Employee (or his estate or personal representative): shall be entitled to (a) equal installment payments of Employee’s then-current Salary, less all federal and state withholding, for a period of 18 months, payable in accordance with the Company's normal payroll practices; (b) the Company’s payment or reimbursement of Employee’s Benefits in effect at the time of the Notice of Termination for a period of 18 months; and (c) Employee’s entire STIP Bonus and LTIP Bonus, assuming the satsfaction of all Milestones, as contemplated by Section 3.2 for the calendar year in which the termination takes place, multiplied by 1.5, and payable in accordance with the Company’s normal practice for the payment of such bonuses. 5.4.2.2 all outstanding and unvested Incentive Awards held by Employee as of the Date of Termnation shall vest in full; provided however, if an outstanding Incentive Award is subject to Code Section 409A, the acceleration of vesting will not change the time or form of payment in a manner that would violate Code Section 409A; if an outstanding Incentive Award is exempt from Code Section 409A, the Incentive Award will be administered in a manner that retains such exemption or otherwise complies with Code Section 409A. Any outstanding Incentive Awards held by the Employee as of the Date of Termination shall remain exercisable and subject to termination as provided in the Plan.

Following a Change in Control. In addition to payments under Section 5.1 and subject to Section 5.4.3, if Employee’s employment is terminated during the Protected Period following The Associate may effect his Termination after a “Change in Control, either (i) by ” of the Company (other than for Cause, Disability or deathas defined below), or (ii) by the Employee provided that Associate effects such Termination for “Good Reason: 5.4.2.1 ” (as defined below). If the Employee (or Associate effects his estate or personal representative): Termination pursuant to this provision, he shall be entitled to the following: (ai) a cash amount equal installment payments to fifty percent (50%) of Employee’s then-current Salary, less all federal and state withholding, for a period of 18 months, his base salary immediately prior to such Change in Control (A) payable to the Associate in accordance with equal installments over the Company's normal payroll practices; six (b6) the Company’s payment or reimbursement of Employee’s Benefits in effect at the time of the Notice of Termination for a period of 18 months; and (c) Employee’s entire STIP Bonus and LTIP Bonus, assuming the satsfaction of all Milestones, as contemplated by Section 3.2 for calendar months immediately following the calendar year in month during which the termination takes placesuch Termination occurs, multiplied by 1.5, and payable in accordance with the Company’s normal practice general payroll policies for payment of compensation to salaried personnel, provided, however, that (B) for each such installment payment (I) if the Associate is a “specified employee” (as such term is defined in Treas. Reg. § 1.409A-1(i)) at the time of such Termination, then, in accordance with the “six-month delay rule” defined in Treas. Reg. § 1.409A-1(c)(3)(v), the payment date of such bonuses. 5.4.2.2 all outstanding and unvested Incentive Awards held installment payment shall be delayed (if there would be a delay) to the date that is six months after the date of Termination or, if earlier, the date that is the seventh (7th) day following the Associate’s date of death, but (II) the foregoing delay shall be inapplicable to such installment payment to the extent such installment payment is excluded from the six-month delay rule by Employee as virtue any of the Date exceptions described under Treas. Reg. § 1.409A-1(b) (including without limitation any of Termnation shall vest the “separation pay plan” exceptions set forth in fullTreas. Reg. § 1.409A-1(b)(9)), or is otherwise excluded under Internal Revenue Code (“Code”) section 409A from the application of the six-month delay rule requirements; provided however(ii) fringe benefits for six (6) months following the date of Termination; (iii) any bonus earned and/or accrued through the date of Termination, if an outstanding Incentive Award is subject to Code Section 409A, the acceleration of vesting will not change payable at the time or form such compensation is due and payable under the applicable arrangement; and (iv) the immediate vesting of payment in a manner that would violate Code Section 409A; if an outstanding Incentive Award is exempt from Code Section 409A, one hundred percent (100%) of the Incentive Award will be administered in a manner that retains such exemption or otherwise complies with Code Section 409A. Any outstanding Incentive Awards unvested stock options held by the Employee as of Associate, with each immediately vesting option becoming exercisable on the Date date of Termination shall remain and continuing to be exercisable and for a period of one hundred eighty (180) days following the date of Termination (subject to termination the Company, in its sole discretion, extending such period to up to one (1) year following the date of Termination), provided that, for each such option, the provisions of this item (iv) shall be effective only to the extent such provisions would not cause such option to provide for a “deferral of compensation” as provided in the Plansuch term is defined under Treas. Reg. § 1.409A-1(b).

Following a Change in Control. In addition to payments under Section 5.1 and subject to Section 5.4.3, if Employee’s employment is terminated during the Protected Period following The Employee may effect his Termination after a “Change in Control, either (i) by ” of the Company (other than for Cause, Disability or deathas defined below), or provided that Employee effects such Termination for “Good Reason” (ii) by as defined below). If the Employee for Good Reason: 5.4.2.1 the Employee (or effects his estate or personal representative): Termination pursuant to this provision, he shall be entitled to the following: (ai) a cash amount equal installment payments of Employee’s then-current Salary, less all federal and state withholding, for a period of 18 months, to his base salary immediately prior to such Change in Control (A) payable to the Employee in accordance with equal installments over the Company's normal payroll practices; twelve (b12) the Company’s payment or reimbursement of Employee’s Benefits in effect at the time of the Notice of Termination for a period of 18 months; and (c) Employee’s entire STIP Bonus and LTIP Bonus, assuming the satsfaction of all Milestones, as contemplated by Section 3.2 for calendar months immediately following the calendar year in month during which the termination takes placesuch Termination occurs, multiplied by 1.5, and payable in accordance with the Company’s normal practice general payroll policies for payment of compensation to salaried personnel, provided, however, that (B) for each such installment payment (I) if the Employee is a “specified employee” (as such term is defined in Treas. Reg. § 1.409A-1(i)) at the time of such Termination, then, in accordance with the “six-month delay rule” defined in Treas. Reg. § 1.409A-1(c)(3)(v), the payment date of such bonuses. 5.4.2.2 all outstanding and unvested Incentive Awards held installment payment shall be delayed (if there would be a delay) to the date that is six months after the date of Termination or, if earlier, the date that is the seventh (7th) day following the Employee’s date of death, but (II) the foregoing delay shall be inapplicable to such installment payment to the extent such installment payment is excluded from the six-month delay rule by Employee as virtue any of the Date exceptions described under Treas. Reg. § 1.409A-1(b) (including without limitation any of Termnation shall vest the “separation pay plan” exceptions set forth in fullTreas. Reg. § 1.409A-1(b)(9)), or is otherwise excluded under Internal Revenue Code (“Code”) section 409A from the application of the six-month delay rule requirements; provided however(ii) fringe benefits for one (1) year following the date of Termination; (iii) any bonus earned and/or accrued through the date of Termination, if an outstanding Incentive Award is subject to Code Section 409A, the acceleration of vesting will not change payable at the time or form such compensation is due and payable under the applicable arrangement; and (iv) the immediate vesting of payment in a manner that would violate Code Section 409A; if an outstanding Incentive Award is exempt from Code Section 409A, one hundred percent (100%) of the Incentive Award will be administered in a manner that retains such exemption or otherwise complies with Code Section 409A. Any outstanding Incentive Awards unvested stock options held by the Employee as of Employee, with each immediately vesting option becoming exercisable on the Date date of Termination shall remain and continuing to be exercisable and for a period of one hundred eighty (180) days following the date of Termination (subject to termination the Company, in its sole discretion, extending such period to up to one (1) year following the date of Termination), provided that, for each such option, the provisions of this item (iv) shall be effective only to the extent such provisions would not cause such option to provide for a “deferral of compensation” as provided in the Plansuch term is defined under Treas. Reg. § 1.409A-1(b).

Following a Change in Control. In addition to payments under Section 5.1 and subject to Section 5.4.3, if Employee’s employment is terminated during the Protected Period following a Change in Control, either (i) by the Company (other than for Cause, Disability or death), or (ii) by the Employee for Good Reason: 5.4.2.1 the Employee (or his estate or personal representative): shall be entitled to (a) equal installment payments of Employee’s then-current Salary, less all federal and state withholding, for a period of 18 24 months, payable in accordance with the Company's normal payroll practices; (b) the Company’s payment or reimbursement of Employee’s Benefits in effect at the time of the Notice of Termination for a period of 18 24 months; and (c) Employee’s entire STIP Bonus and LTIP Bonus, assuming the satsfaction of all Milestones, as contemplated by Section 3.2 for the calendar year in which the termination takes place, multiplied by 1.52, and payable in accordance with the Company’s normal practice for the payment of such bonuses. 5.4.2.2 all outstanding and unvested Incentive Awards held by Employee as of the Date of Termnation shall vest in full; provided however, if an outstanding Incentive Award is subject to Code Section 409A, the acceleration of vesting will not change the time or form of payment in a manner that would violate Code Section 409A; if an outstanding Incentive Award is exempt from Code Section 409A, the Incentive Award will be administered in a manner that retains such exemption or otherwise complies with Code Section 409A. Any outstanding Incentive Awards held by the Employee as of the Date of Termination shall remain exercisable and subject to termination as provided in the Plan.

Following a Change in Control. In addition to payments under Section 5.1 and subject to Section 5.4.3, if Employee’s employment is terminated during the Protected Period following The Employee may effect his Termination after a “Change in Control, either (i) by ” of the Company (other than for Cause, Disability or deathas defined below), or (ii) by provided that the Employee effects such Termination for “Good Reason: 5.4.2.1 ” (as defined below). If the Employee (or effects his estate or personal representative): Termination pursuant to this provision, he shall be entitled to the following: (ai) a cash amount equal installment payments of Employee’s then-current Salary, less all federal and state withholding, for a period of 18 months, to his base salary immediately prior to such Change in Control (A) payable to the Employee in accordance with equal installments over the Company's normal payroll practices; twelve (b12) the Company’s payment or reimbursement of Employee’s Benefits in effect at the time of the Notice of Termination for a period of 18 months; and (c) Employee’s entire STIP Bonus and LTIP Bonus, assuming the satsfaction of all Milestones, as contemplated by Section 3.2 for calendar months immediately following the calendar year in month during which the termination takes placesuch Termination occurs, multiplied by 1.5, and payable in accordance with the Company’s normal practice general payroll policies for payment of compensation to salaried personnel, provided, however, that (B) for each such installment payment (I) if the Employee is a “specified employee” (as such term is defined in Treas. Reg. § 1.409A-1(i)) at the time of such Termination, then, in accordance with the “six-month delay rule” defined in Treas. Reg. § 1.409A-1(c)(3)(v), the payment date of such bonuses. 5.4.2.2 all outstanding and unvested Incentive Awards held installment payment shall be delayed (if there would be a delay) to the date that is six months after the date of Termination or, if earlier, the date that is the seventh (7th) day following the Employee’s date of death, but (II) the foregoing delay shall be inapplicable to such installment payment to the extent such installment payment is excluded from the six-month delay rule by Employee as virtue any of the Date exceptions described under Treas. Reg. § 1.409A-1(b) (including without limitation any of Termnation shall vest the “separation pay plan” exceptions set forth in fullTreas. Reg. § 1.409A-1(b)(9)), or is otherwise excluded under Internal Revenue Code (“Code”) section 409A from the application of the six-month delay rule requirements; provided however(ii) fringe benefits for one (1) year following the date of Termination; (iii) any bonus earned and/or accrued through the date of Termination, if an outstanding Incentive Award is subject to Code Section 409A, the acceleration of vesting will not change payable at the time or form such compensation is due and payable under the applicable arrangement; and (iv) the immediate vesting of payment in a manner that would violate Code Section 409A; if an outstanding Incentive Award is exempt from Code Section 409A, one hundred percent (100%) of the Incentive Award will be administered in a manner that retains such exemption or otherwise complies with Code Section 409A. Any outstanding Incentive Awards unvested stock options held by the Employee as of Employee, with each immediately vesting option becoming exercisable on the Date date of Termination shall remain and continuing to be exercisable and for a period of one hundred eighty (180) days following the date of Termination (subject to termination the Company, in its sole discretion, extending such period to up to one (1) year following the date of Termination), provided that, for each such option, the provisions of this item (iv) shall be effective only to the extent such provisions would not cause such option to provide for a “deferral of compensation” as provided in the Plansuch term is defined under Treas. Reg. § 1.409A-1(b).