Common use of Involuntary Termination After Change in Control Clause in Contracts

Involuntary Termination After Change in Control. If, prior to the expiration of the Employment Period and within twelve (12) months following a Change in Control, Executive is subject to an Involuntary Termination (as defined in Section 3.2.4), then the Company will pay “Change in Control Severance Benefits” to Executive (which shall be the sole benefits Executive is entitled to under these circumstances). The Change in Control Severance Benefits will consist of (i) a payment (less applicable withholdings and deductions) equivalent to 18 months of Executive’s Base Salary (as in effect immediately prior to (a) the Change in Control, or (b) the date of the termination of Executive’s employment, whichever is greater), payable as a single lump sum within 74 days of Executive’s termination of employment; (ii) the greater of 150% of the Executive’s (i) Target Bonus or (ii) most recent actual bonus payout payable as a single lump sum within 74 days of the termination of Executive’s employment; (iii) taxable cash payments paid each calendar month for 18 months in an amount equal to the monthly COBRA premium at the time of Executive’s termination for the health dental and vision benefits that Executive and Executive’s eligible dependents had in effect under the Company’s welfare plans immediately prior to Executive’s termination (the “COBRA Payment”); and (iv) Acceleration of vesting of one hundred percent (100%) of Executive’s unvested equity award compensation under any equity incentive plan maintained by Company, to the extent permitted by such plan and by applicable laws.

Involuntary Termination After Change in Control. If, prior to the expiration of the Employment Period and within twelve (12) months following a Change in Control, Executive is subject to an Involuntary Termination (as defined in Section 3.2.4), then the Company will pay “Change in Control Severance Benefits” to Executive (which shall be the sole benefits Executive is entitled to under these circumstances). The Change in Control Severance Benefits will consist of (i) a payment (less applicable withholdings and deductions) equivalent to 18 12 months of Executive’s Base Salary (as in effect immediately prior to (a) the Change in Control, or (b) the date of the termination of Executive’s employment, whichever is greater), payable as a single lump sum within 74 days of Executive’s termination of employment; (ii) the greater of 150100% of the Executive’s (i) Target Bonus or (ii) most recent actual bonus payout payable as a single lump sum within 74 days of the termination of Executive’s employment; and (iii) taxable cash payments paid each calendar month for 18 12 months in an amount equal to the monthly COBRA premium at the time of Executive’s termination for the health dental and vision benefits that Executive and Executive’s eligible dependents had in effect under the Company’s welfare plans immediately prior to Executive’s termination (the “COBRA Payment”), and; and (iv) Acceleration of vesting of one hundred percent (100%) of Executive’s unvested equity award compensation under any equity incentive plan maintained by Company, to the extent permitted by such plan and by applicable laws.

Involuntary Termination After Change in Control. If, prior to the expiration of the Employment then existing Initial Period or Renewal Period and within twelve eighteen (1218) months following a Change in ControlControl as defined in Section 5(a)(iii) above, Executive is subject to an Involuntary Termination (as defined in Section 3.2.45(a)(iv), and specifically including, for avoidance of doubt, any notice of non-renewal by the Company pursuant to Section 2 herein), then the Company will shall pay “Change in Control Severance Benefits” to Executive (which shall be the sole benefits Executive is entitled to under these circumstances). The Change in Control Severance Benefits will shall consist of (i) a payment (less applicable withholdings and deductions) equivalent to 18 24 months of Executive’s Base Salary (as in effect during the Initial Period or Renewal Period in effect immediately prior to (a1) the Change in Control, Control or (b2) the date of the termination of Executive’s employment, whichever is greater), payable as a single lump sum within 74 15 days of Executive’s termination of employment; (ii) the greater of 150100% of the Executive’s (i) Target Bonus or (ii) most recent actual target bonus payout payable payment as a single lump sum within 74 15 days of the termination delivery of Executive’s employmenta release of all claims in a form satisfactory to Company; and (iii) taxable cash payments paid each calendar month for 18 24 months in an amount equal to the monthly COBRA premium at the time of Executive’s termination for the health health, dental and vision benefits that were in place for Executive and Executive’s eligible dependents had in effect under the Company’s welfare plans immediately prior to Executive’s termination (the “COBRA Payment”); and (iv) Acceleration of vesting of one hundred percent (100%) of Executive’s unvested equity award compensation under any equity incentive plan maintained by Company, to the extent permitted by such plan and by applicable lawstermination.