Common use of Involuntary Termination at Any Time Clause in Contracts

Involuntary Termination at Any Time. If at any time (i) the Company terminates your employment without Cause (as defined below and other than as a result of your death or disability), or (ii) you resign for Good Reason (as defined below), and provided in any case such termination constitutes a “separation from service”, as defined under Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) (such termination described in (i) or (ii), an “Involuntary Termination”), you shall be entitled to receive the following severance benefits, subject in all events to your compliance with Section 6(c) below: (i) You shall receive a lump sum payment equivalent to twelve (12) months of your base salary in effect (ignoring any decrease that forms the basis for your resignation for Good Reason, if applicable) on the effective date of your Involuntary Termination; (ii) You shall receive a lump sum payment of your target bonus for the year of termination; (iii) You shall receive a lump sum payment equivalent to twelve (12) months of the cost of monthly health insurance coverage. For purposes of calculating the amount of the payment described in the foregoing sentence, the monthly cost of health insurance shall be the full cost of your monthly health insurance under the Company’s group health plans effective immediately prior to the expiration of the Company’s current group health plans (or the cost of your monthly premiums for health insurance coverage under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent, if applicable). (iv) The vesting of all of your outstanding stock options and other equity awards that are subject to time-based vesting requirements shall accelerate in full such that all such equity awards shall be deemed fully vested as of the date of your Involuntary Termination. The payments described in Section 6(a)(i), (ii) and (iii) above shall be paid to you in a lump sum cash payment, subject to applicable deductions and withholdings, within seven (7) business days after the effective date of the Release (as defined in Section 6(c) below).

Involuntary Termination at Any Time. If at any time (i) the Company terminates your employment without Cause (as defined below and other than as a result of your death or disability), or (ii) you resign for Good Reason (as defined below), and provided in any case such termination constitutes a “separation from service”, as defined under Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) (such termination described in (i) or (ii), an “Involuntary Termination”), you shall be entitled to receive the following severance benefits, subject in all events to your compliance with Section 6(c) below: (i) You shall receive a lump sum payment equivalent to twelve eighteen (1218) months of your base salary in effect (ignoring any decrease that forms the basis for your resignation for Good Reason, if applicable) on the effective date of your Involuntary Termination; (ii) You shall receive a lump sum payment of your target bonus for the year of termination; (iii) You shall receive a lump sum payment equivalent to twelve eighteen (1218) months of the cost of monthly health insurance coverage. For purposes of calculating the amount of the payment described in the foregoing sentence, the monthly cost of health insurance shall be the full cost of your monthly health insurance under the Company’s group health plans effective immediately prior to the expiration of the Company’s current group health plans (or the cost of your monthly premiums for health insurance coverage under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent, if applicable). (iv) The vesting of all of your outstanding stock options and other equity awards that are subject to time-based vesting requirements shall accelerate in full such that all such equity awards shall be deemed fully vested as of the date of your Involuntary Termination. The payments described in Section 6(a)(i), (ii) and (iii) above shall be paid to you in a lump sum cash payment, subject to applicable deductions and withholdings, within seven (7) business days after the effective date of the Release (as defined in Section 6(c) below).