Common use of Following a Change of Control: Good Reason or Other than for Cause Clause in Contracts

Following a Change of Control: Good Reason or Other than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause within 24 months following a Change of Control, or the Executive shall terminate employment for Good Reason within 24 months following a Change of Control, then the Company shall pay or provide to the Executive all the amounts and benefits set forth in Section 6(a) above at such times as provided therein; provided however, that: (i) instead of the Severance Amount calculated pursuant to Section 6(a)(i)(B) above, a Severance Amount equal to 2.0 times the sum of (x) the Executive’s Annual Base Salary, and (y) the target bonus (as a percentage of Annual Base Salary) described in Section 4(b)(ii) payable for year in which the termination occurs. The Severance Amount calculated under this Section shall be reduced (if applicable) and paid as set forth in Section 6(a)(i)(B); and (ii) if the Date of Termination occurs within 24 months following a Change of Control, then effective as of the Date of Termination, each and every stock option, restricted stock award, restricted stock unit award and other equity-based award and performance award that is outstanding as of the Date of Termination shall immediately vest and/or become exercisable and any contractual restrictions on sale or transfer of any such award (other than any such restriction arising by operation of law) shall immediately terminate.

Following a Change of Control: Good Reason or Other than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause within 24 months following a Change of Control, or the Executive shall terminate employment for Good Reason within 24 months following a Change of Control, then the Company shall pay or provide to the Executive all the amounts and benefits set forth in Section 6(a) above at such times as provided thereinabove; provided however, that: (i) instead of the Severance Amount calculated pursuant to Section 6(a)(i)(B) above, a Severance Amount equal to 2.0 times the product of: (1) two and (2) the sum of of (x) the Executive’s Annual Base Salary, and , (y) the target highest bonus (as a percentage of Annual Base Salary) described in Section 4(b)(ii) paid or payable for year in which respect of any of the termination occurstwo most recently completed fiscal years of the Company. The Severance Amount calculated under this Section shall be reduced (if applicable) and paid as set forth in Section 6(a)(i)(B6(a)(i)(b); and and (ii) if the Date of Termination occurs within 24 months following a Change of Control, then effective as of the Date of Termination, each and every stock option, restricted stock award, restricted stock unit award and other equity-based award and performance award that is outstanding as of the Date of Termination shall immediately vest and/or become exercisable and any contractual restrictions on sale or transfer of any such award (other than any such restriction arising by operation of law) shall immediately terminate.

Following a Change of Control: Good Reason or Other than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause within 24 months following a Change of Control, or the Executive shall terminate employment for Good Reason within 24 months following a Change of Control, then the Company shall pay or provide to the Executive all the amounts and benefits set forth in Section 6(a) above at such times as provided therein; provided however, that: (i) instead of the Severance Amount calculated pursuant to Section 6(a)(i)(B) above, a Severance Amount equal to 2.0 2.5 times the sum of (x) the Executive’s Annual Base Salary, and (y) the target bonus (as a percentage of Annual Base Salary) described in Section 4(b)(ii) payable for year in which the termination occurs. The Severance Amount calculated under this Section shall be reduced (if applicable) and paid as set forth in Section 6(a)(i)(B); and (ii) if the Date of Termination occurs within 24 months following a Change of Control, then effective as of the Date of Termination, each and every stock option, restricted stock award, restricted stock unit award and other equity-based award and performance award that is outstanding as of the Date of Termination shall immediately vest and/or become exercisable and any contractual restrictions on sale or transfer of any such award (other than any such restriction arising by operation of law) shall immediately terminate.

Following a Change of Control: Good Reason or Other than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause within 24 months following a Change of Control, or the Executive shall terminate employment for Good Reason within 24 months following a Change of Control, then the Company shall pay or provide to the Executive all the amounts and benefits set forth in Section 6(a) above at such times as provided thereinabove; provided however, that: (i) instead of the Severance Amount calculated pursuant to Section 6(a)(i)(B) above, a Severance Amount equal to 2.0 times the product of: (1) two and (2) the sum of of (x) the Executive’s Annual Base Salary, and , (y) the target highest bonus (as a percentage of Annual Base Salary) described in Section 4(b)(ii) paid or payable for year in which respect of any of the termination occurstwo most recently completed fiscal years of the Company. The Severance Amount calculated under this Section shall be reduced (if applicable) and paid as set forth in Section 6(a)(i)(B6(a)(i)(b); and (ii) if the Date of Termination occurs within 24 months following a Change of Control, then effective as of the Date of Termination, each and every stock option, restricted stock award, restricted stock unit award and other equity-based award and performance award that is outstanding as of the Date of Termination shall immediately vest and/or become exercisable and any contractual restrictions on sale or transfer of any such award (other than any such restriction arising by operation of law) shall immediately terminate.

Following a Change of Control: Good Reason or Other than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause within 24 months following a Change of Control, or the Executive shall terminate employment for Good Reason within 24 months following a Change of Control, then the Company shall pay or provide to the Executive all the amounts and benefits set forth in Section 6(a) above at such times as provided therein; provided however, that: (i) instead of the Severance Amount calculated pursuant to Section 6(a)(i)(B) above, a Severance Amount equal to 2.0 3.0 times the sum of (x) the Executive’s Annual Base Salary, and (y) the target bonus (as a percentage of Annual Base Salary) described in Section 4(b)(ii) payable for year in which the termination occurs. The Severance Amount calculated under this Section shall be reduced (if applicable) and paid as set forth in Section 6(a)(i)(B); and (ii) if the Date of Termination occurs within 24 months following a Change of Control, then effective as of the Date of Termination, each and every stock option, restricted stock award, restricted stock unit award and other equity-based award and performance award that is outstanding as of the Date of Termination shall immediately vest and/or become exercisable and any contractual restrictions on sale or transfer of any such award (other than any such restriction arising by operation of law) shall immediately terminate.

Following a Change of Control: Good Reason or Other than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause within 24 months following a Change of Control, or the Executive shall terminate employment for Good Reason within 24 months following a Change of Control, then the Company shall pay or provide to the Executive all the amounts and benefits set forth in Section 6(a) above at such times as provided thereinabove; provided however, that: (i) instead of the Severance Amount calculated pursuant to Section 6(a)(i)(B) above, a Severance Amount equal to 2.0 times the product of: (1) three and (2) the sum of of (x) the Executive’s Annual Base Salary, and , (y) the target highest bonus (as a percentage of Annual Base Salary) described in Section 4(b)(ii) paid or payable for year in which respect of any of the termination occurstwo most recently completed fiscal years of the Company. The Severance Amount calculated under this Section shall be reduced (if applicable) and paid as set forth in Section 6(a)(i)(B6(a)(i)(b); and (ii) if the Date of Termination occurs within 24 months following a Change of Control, then effective as of the Date of Termination, each and every stock option, restricted stock award, restricted stock unit award and other equity-based award and performance award that is outstanding as of the Date of Termination shall immediately vest and/or become exercisable and any contractual restrictions on sale or transfer of any such award (other than any such restriction arising by operation of law) shall immediately terminate.

Following a Change of Control: Good Reason or Other than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause within 24 months following a Change of Control, or the Executive shall terminate employment for Good Reason within 24 months following a Change of Control, then the Company shall pay or provide to the Executive all the amounts and benefits set forth in Section 6(a) above at such times as provided thereinabove; provided however, that: (i) instead of the Severance Amount calculated pursuant to Section 6(a)(i)(B) above, a Severance Amount equal to 2.0 times the product of: A. two and B. the sum of of (x1) the Executive’s Annual Base Salary, and , (y2) the target highest bonus (as a percentage of Annual Base Salary) described in Section 4(b)(ii) paid or payable for year in which respect of any of the termination occurstwo most recently completed fiscal years of the Company. The Severance Amount calculated under this Section shall be reduced (if applicable) and paid as set forth in Section 6(a)(i)(B6(a)(i)(b); and (ii) if the Date of Termination occurs within 24 months following a Change of Control, then effective as of the Date of Termination, each and every stock option, restricted stock award, restricted stock unit award and other equity-based award and performance award that is outstanding as of the Date of Termination shall immediately vest and/or become exercisable and any contractual restrictions on sale or transfer of any such award (other than any such restriction arising by operation of law) shall immediately terminate.

Following a Change of Control: Good Reason or Other than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause within 24 months following a Change of Control, or the Executive shall terminate employment for Good Reason within 24 months following a Change of Control, then the Company shall pay or provide to the Executive all the amounts and benefits set forth in Section 6(a) above at such times as provided thereinabove; provided however, that: (i) instead of the Severance Amount calculated pursuant to Section 6(a)(i)(B) above, a Severance Amount equal to 2.0 times the product of: (1) three and (2) the sum of of (x) the Executive’s Annual Base Salary, and , (y) the target highest bonus (as a percentage of Annual Base Salary) described in Section 4(b)(ii) paid or payable for year in which respect of any of the termination occurstwo most recently completed fiscal years of the Company. The Severance Amount calculated under this Section shall be reduced (if applicable) and paid as set forth in Section 6(a)(i)(B6(a)(i)(b); and and (ii) if the Date of Termination occurs within 24 months following a Change of Control, then effective as of the Date of Termination, each and every stock option, restricted stock award, restricted stock unit award and other equity-based award and performance award that is outstanding as of the Date of Termination shall immediately vest and/or become exercisable and any contractual restrictions on sale or transfer of any such award (other than any such restriction arising by operation of law) shall immediately terminate.

Following a Change of Control: Good Reason or Other than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause within 24 months following a Change of Control, or the Executive shall terminate employment for Good Reason within 24 months following a Change of Control, then the Company shall pay or provide to the Executive all the amounts and benefits set forth in Section 6(a) above at such times as provided thereinabove; provided however, that: (i) instead of the Severance Amount calculated pursuant to Section 6(a)(i)(B) above, a Severance Amount equal to 2.0 times the product of: A. three and B. the sum of of (x1) the Executive’s Annual Base Salary, and , (y2) the target highest bonus (as a percentage of Annual Base Salary) described in Section 4(b)(ii) paid or payable for year in which respect of any of the termination occurstwo most recently completed fiscal years of the Company. The Severance Amount calculated under this Section shall be reduced (if applicable) and paid as set forth in Section 6(a)(i)(B6(a)(i)(b); and (ii) if the Date of Termination occurs within 24 months following a Change of Control, then effective as of the Date of Termination, each and every stock option, restricted stock award, restricted stock unit award and other equity-based award and performance award that is outstanding as of the Date of Termination shall immediately vest and/or become exercisable and any contractual restrictions on sale or transfer of any such award (other than any such restriction arising by operation of law) shall immediately terminate.