Common use of Involuntary Termination During the Change in Control Period Clause in Contracts

Involuntary Termination During the Change in Control Period. Upon the termination of your employment by the Company or its successor without Cause (excluding by reason of death or Disability) or by you for Good Reason (each, an “Involuntary Termination”), in either case, within the period beginning 1 month preceding, and ending 12 months following, a Change in Control (the “Change in Control Period”), and conditional upon your executing a general release and waiver of claims against the Company (or its successor) in the form provided by the Company or its successor (the “Release”) that becomes effective and irrevocable within 60 days following your termination date, then you will be eligible to receive, subject to any delay as may be required under Section 11 of this letter: (1) Payment of an amount equal to 9 months of your base salary as in effect on your termination date (payable in lump sum, subject to applicable tax withholdings and deductions, on the 60th day following your termination date), (2) Reimbursement by the Company of the costs of your premium costs to continue health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for 9 months for you and your eligible dependents (provided you are eligible for and timely elect COBRA continuation coverage), or in the event that reimbursing such costs would result in an excise tax to the Company, payment of an amount equal $22,500 (payable in lump sum, subject to applicable tax withholdings and deductions, on the 60th day following your termination date), and (3) 100% of the shares subject to your outstanding Company equity awards will vest and, to the extent applicable, become exercisable, effective as of the 60th day following your termination date (for equity awards other than stock options and stock appreciation rights) or upon the effective date of the Release (for stock options and stock appreciation rights).

Involuntary Termination During the Change in Control Period. Upon the termination of your employment by the Company or its successor without Cause (excluding by reason of death or Disability) or by you for Good Reason (each, an “Involuntary Termination”), in either case, within the period beginning 1 month preceding, and ending 12 months following, a Change in Control (the “Change in Control Period”), and conditional upon your executing a general release and waiver of claims against the Company (or its successor) in the form provided by the Company or its successor (the “Release”) that becomes effective and irrevocable within 60 days following your termination date, then you will be eligible to receive, subject to any delay as may be required under Section 11 of this letter: (1) Payment of an amount equal to 9 12 months of your base salary as in effect on your termination date (payable in lump sum, subject to applicable tax withholdings and deductions, on the 60th day following your termination date), (2) Reimbursement by the Company of the costs of your premium costs to continue health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for 9 12 months for you and your eligible dependents (provided you are eligible for and timely elect COBRA continuation coverage), or in the event that reimbursing such costs would result in an excise tax to the Company, payment of an amount equal $22,500 30,000 (payable in lump sum, subject to applicable tax withholdings and deductions, on the 60th day following your termination date), and (3) 100% of the shares subject to your outstanding Company equity awards will vest and, to the extent applicable, become exercisable, effective as of the 60th day following your termination date (for equity awards other than stock options and stock appreciation rights) or upon the effective date of the Release (for stock options and stock appreciation rights).

Involuntary Termination During the Change in Control Period. Upon the termination of your employment by the Company or its successor without Cause (excluding by reason of death or Disability) or by you for Good Reason (each, an “Involuntary Termination”), in either case, within the period beginning 1 month preceding, and ending 12 months following, a Change in Control (the “Change in Control Period”), and conditional upon your executing a general release and waiver of claims against the Company (or its successor) in the form provided by the Company or its successor (the “Release”) that becomes effective and irrevocable within 60 days following your termination date, then you will be eligible to receive, subject to any delay as may be required under Section 11 of this letter: (1) Payment of an amount equal to 9 3 months of your base salary as in effect on your termination date (payable in lump sum, subject to applicable tax withholdings and deductions, on the 60th day following your termination date), (2) Reimbursement by the Company of the costs of your premium costs to continue health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for 9 3 months for you and your eligible dependents (provided you are eligible for and timely elect COBRA continuation coverage), or in the event that reimbursing such costs would result in an excise tax to the Company, payment of an amount equal $22,500 7,500 (payable in lump sum, subject to applicable tax withholdings and deductions, on the 60th day following your termination date), and (3) 100% of the shares subject to your outstanding Company equity awards will vest and, to the extent applicable, become exercisable, effective as of the 60th day following your termination date (for equity awards other than stock options and stock appreciation rights) or upon the effective date of the Release (for stock options and stock appreciation rights).