Common use of Following a Change in Control Clause in Contracts

Following a Change in Control. 1. If the Executive’s termination of employment without Cause (pursuant to Section VI(E)) or for Good Reason (pursuant to Section VI(F)) occurs within twelve (12) months following a Change in Control, then the amounts payable pursuant to Section (E) or Section (F) above, as the case may be, shall be referred to as the “Change in Control Severance Amount,” and shall be paid to Executive in a lump sum no later than sixty (60) days following the Date of Termination or periodically at the regular payroll dates, at the Executive’s election, as of the Date of Termination and for the remaining term of the non-compete covenant in Section IX hereof; provided, that in the event the receipt of amounts payable pursuant to this Section (H) within six (6) months of the Date of Termination would cause the Executive to incur any penalty under Section 409A of the IRC, then payment of such amounts shall be delayed until the date that is six (6) months following the Executive’s termination date. The Executive may elect to receive an enhanced severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable in accordance with the first sentence of this paragraph), upon execution of a full release of claims in favor of the Company. Payments pursuant to this Section (H) shall be made in lieu of, but not in addition to, any payment under any other paragraph of this Section VI. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other unvested equity incentives shall vest and/or remain exercisable for their stated terms solely in accordance with the terms of the stock option agreements or restricted stock agreements to which the Company and the Executive are parties on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive shall vest and thereafter be paid out in accordance with the terms of the CAP as in effect on the Date of Termination.

Following a Change in Control. 1. If the Executive’s termination of employment without Cause (pursuant to Section VI(E)i) or for Good Reason (pursuant to Section VI(F(f)) or (ii) without Cause (pursuant to Section (g)) occurs within twelve (12) months following a Change in Control, then the amounts payable pursuant to Section (Ef) or Section (Fg) above, as the case may be, shall be referred to as the “Change in Control Severance Amount,” and shall be paid to Executive in a lump sum no later than sixty (60) days following the Date of Termination or periodically at the regular payroll dates, at the Executive’s election, as of the Date of Termination and for the remaining term of the non-compete covenant in Section IX 9 hereof; provided, that in the event the receipt of amounts payable pursuant to this Section (Hh) within six (6) months of the Date of Termination would cause the Executive to incur any penalty under Section 409A of the IRC, then payment of such amounts shall be delayed until the date that is six (6) months following the Executive’s termination date. The Executive may elect to receive an enhanced severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable in accordance with the first sentence of this paragraph), upon execution of a full release of claims in favor of the Company. Payments pursuant to this Section (Hh) shall be made in lieu of, but not in addition to, any payment under any other paragraph of this Section VI6. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other unvested equity incentives shall vest and/or remain exercisable for their stated terms solely in accordance with the terms of the stock option agreements or restricted stock agreements to which the Company and the Executive are parties on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive shall vest and thereafter be paid out in accordance with the terms of the CAP as in effect on the Date of Termination.

Following a Change in Control. 1. If the Executive’s termination of employment without Cause (pursuant to Section VI(E)i) or for Good Reason (pursuant to Section VI(F(f)) or (ii) without Cause (pursuant to Section (e)) occurs within twelve (12) months following a Change in Control, then the amounts payable pursuant to Section (Ee) or Section (Ff) above, as the case may be, shall be referred to as the “Change in Control Severance Amount,” and shall be paid to the Executive in a lump sum no later than sixty (60) days following the Date of Termination or periodically at the regular payroll dates, at the Executive’s election, as of the Date of Termination and for the remaining term Term of the non-compete covenant in Section IX hereofAgreement; provided, that in the event the receipt of amounts payable pursuant to this Section (Hh) within six (6) months of the Date of Termination would cause the Executive to incur any penalty under Section 409A of the IRC, then payment of such amounts shall be delayed until the date that is six (6) months following the Executive’s termination date. The Executive may elect to receive an enhanced severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable in accordance with the first sentence of this paragraph), upon execution of a full release of claims in favor of the Company. Payments pursuant to this Section (Hh) shall be made in lieu of, but not in addition to, any payment under any other paragraph of this Section VI6. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other unvested equity incentives shall vest and/or remain exercisable for their stated terms solely in accordance with the terms of the stock option agreements or restricted stock agreements to which the Company and the Executive are parties on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive shall vest and thereafter be paid out in accordance with the terms of the CAP as in effect on the Date of Termination.