Common use of Involuntary Termination Following a Change in Control Clause in Contracts

Involuntary Termination Following a Change in Control. If Executive is subject to an Involuntary Termination that occurs within twelve months following a Change in Control and Executive satisfies the conditions described in Section 2(b) below, then: (i) the Company shall continue to pay such Executive’s Base Salary for a period of six months following such Executive’s Separation, generally in accordance with the Company’s standard payroll procedures; (ii) the Company shall pay the Executive a lump-sum cash amount equal to Executive’s annual target bonus established by the Company for the fiscal year in which Executive’s Separation occurs, prorated based on the number of days that Executive was employed by the Company during such fiscal year; (iii) If Executive timely elects continued coverage under COBRA, the Company shall pay the same portion of the monthly premium under COBRA as it pays for active employees and their eligible dependents until the earliest of (a) the last day of the period ending on the date that is 6 months following such Executive’s Separation, (b) the expiration of Executive’s continuation coverage under COBRA or (c) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment. Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the foregoing subsidy of COBRA coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead will pay Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue the group health coverage in effect on the date of Executive’s Separation for Executive and Executive’s eligible dependents pursuant to the Company’s health insurance plans in which Executive or Executive’s eligible dependents participated as of the day of Executive’s Separation (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made regardless of whether Executive elects COBRA continuation coverage; and (iv) Executive shall vest in all of Executive’s remaining unvested equity awards.

Involuntary Termination Following a Change in Control. If Executive is subject to an the Employee’s employment terminates as a result of Involuntary Termination that occurs on or within twelve (12) months following a Change in Control Control, and Executive satisfies provided the conditions described in Section 2(bEmployee provides a valid and effective Release of Claims not later than sixty (60) belowdays after such termination, thenthe Company will pay the Employee the following severance benefits: (i) a lump sum severance payment equal to the Company shall continue to pay such Executivesum of (A) twelve (12) months of the Employee’s Base Salary Compensation and (B) 100% of the Employee’s target Bonus for a period the year of six months following termination, with such Executive’s Separation, generally in accordance with amount payable within ten (10) business days after the Company’s standard payroll procedureseffective date of the Release of Claims; (ii) provided the Company shall pay the Executive Employee makes a lumptimely and accurate election for continued health insurance coverage (including medical, dental, vision and prescription) under COBRA (or Cal-sum cash amount equal to Executive’s annual target bonus established by the Company for the fiscal year in which Executive’s Separation occurs, prorated based on the number COBRA or any other applicable state law of days that Executive was employed by the Company during such fiscal year; (iii) If Executive timely elects continued coverage under COBRAsimilar effect), the Company shall will pay the same portion of premiums for such continued coverage for the monthly premium under COBRA as it pays for active employees Employee and their his eligible dependents until the earliest of (ai) the last day close of the twelve (12) month period ending on the date that is 6 months following such Executive’s Separationtermination of employment, (b) the expiration of Executive’s continuation coverage under COBRA or (cii) the date when Executive becomes the Employee commences new employment following his termination date, or (iii) such earlier date as the Employee (or his dependents, as applicable) cease to be eligible for substantially equivalent health insurance such continuation coverage in connection with new employment. Notwithstanding (such period, the foregoing, “CIC COBRA Period”); provided further that if at any time during the CIC COBRA Period the Company determines in its sole discretion that it cannot provide the foregoing subsidy of COBRA coverage benefits without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead will pay Executive to the Employee a taxable monthly cash payment for the remainder of the CIC COBRA Period in an amount equal to the monthly COBRA premium that Executive the Employee would be required to pay to continue the Employee’s group health coverage in effect on the date of Executive’s Separation for Executive and Executive’s eligible dependents pursuant to the Company’s health insurance plans in which Executive or Executive’s eligible dependents participated as of the day of Executive’s Separation his termination (which amount shall be based on the premium for the first month of COBRA coverage) (each payment, a “Special Severance Payment”), which payments shall will be made regardless of whether Executive the Employee elects COBRA continuation coveragecoverage and will be subject to applicable tax withholdings; provided that no Special Severance Payment will be made prior to the sixtieth (60th) day following the termination date, and on such date the Company will pay in a lump sum the aggregate amount of payments that the Company would have paid prior to that date had payments not been delayed during the consideration period for the Release of Claims, with the balance of the payments made thereafter on the original schedule; and (iviii) Executive the vesting of each of Employee’s then-outstanding compensatory equity awards granted under any of the Company’s equity incentive plans, and the rate of lapsing of any repurchase right applicable to any shares received under such awards, shall vest automatically be accelerated (and, in all the case of Executiveoptions, such options shall become exercisable), as of the effective date of Employee’s remaining unvested equity awardsInvoluntary Termination, as to the number of shares that would have vested, or as to which repurchase rights would have lapsed, in the ordinary course of business if Employee had maintained his employment or consulting relationship with the Company for eighteen (18) months following the effective date of the Involuntary Termination.

Involuntary Termination Following a Change in Control. If Executive is subject to an the Employee’s employment terminates as a result of Involuntary Termination that occurs on or within twelve (12) months following a Change in Control Control, and Executive satisfies provided the conditions described in Section 2(bEmployee provides a valid and effective Release of Claims not later than sixty (60) belowdays after such termination, then:the Company will pay the Employee the following severance benefits: NeoPhotonics Corporation Confidential Information (i) a lump sum severance payment equal to the Company shall continue to pay such Executivesum of (A) twenty-four (24) months of the Employee’s Base Salary Compensation and (B) 200% of the Employee’s target Bonus for a period the year of six months following termination, with such Executive’s Separation, generally in accordance with amount payable within ten (10) business days after the Company’s standard payroll procedureseffective date of the Release of Claims; (ii) provided the Company shall pay the Executive Employee makes a lumptimely and accurate election for continued health insurance coverage (including medical, dental, vision and prescription) under COBRA (or Cal-sum cash amount equal to Executive’s annual target bonus established by the Company for the fiscal year in which Executive’s Separation occurs, prorated based on the number COBRA or any other applicable state law of days that Executive was employed by the Company during such fiscal year; (iii) If Executive timely elects continued coverage under COBRAsimilar effect), the Company shall will pay the same portion of premiums for such continued coverage for the monthly premium under COBRA as it pays for active employees Employee and their his eligible dependents until the earliest of (ai) the last day close of the twenty-four (24) month period ending on the date that is 6 months following such Executive’s Separationtermination of employment, (b) the expiration of Executive’s continuation coverage under COBRA or (cii) the date when Executive becomes the Employee commences new employment following his termination date, or (iii) such earlier date as the Employee (or his dependents, as applicable) cease to be eligible for substantially equivalent health insurance such continuation coverage in connection with new employment. Notwithstanding (such period, the foregoing, “CIC COBRA Period”); provided further that if at any time during the CIC COBRA Period the Company determines in its sole discretion that it cannot provide the foregoing subsidy of COBRA coverage benefits without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead will pay Executive to the Employee a taxable monthly cash payment for the remainder of the CIC COBRA Period in an amount equal to the monthly COBRA premium that Executive the Employee would be required to pay to continue the Employee’s group health coverage in effect on the date of Executive’s Separation for Executive and Executive’s eligible dependents pursuant to the Company’s health insurance plans in which Executive or Executive’s eligible dependents participated as of the day of Executive’s Separation his termination (which amount shall be based on the premium for the first month of COBRA coverage) (each payment, a “Special Severance Payment”), which payments shall will be made regardless of whether Executive the Employee elects COBRA continuation coveragecoverage and will be subject to applicable tax withholdings; provided that no Special Severance Payment will be made prior to the sixtieth (60th) day following the termination date, and on such date the Company will pay in a lump sum the aggregate amount of payments that the Company would have paid prior to that date had payments not been delayed during the consideration period for the Release of Claims, with the balance of the payments made thereafter on the original schedule; and (iviii) Executive the vesting of each of Employee’s then-outstanding compensatory equity awards granted under any of the Company’s equity incentive plans, and the rate of lapsing of any repurchase right applicable to any shares NeoPhotonics Corporation Confidential Information received under such awards, shall vest automatically be accelerated (and, in all the case of Executiveoptions, such options shall become exercisable), as of the effective date of Employee’s remaining unvested equity awardsInvoluntary Termination, as to the number of shares that would have vested, or as to which repurchase rights would have lapsed, in the ordinary course of business if Employee had maintained his employment or consulting relationship with the Company for eighteen (18) months following the effective date of the Involuntary Termination).”

Involuntary Termination Following a Change in Control. If Executive is subject to an Involuntary Termination that occurs within twelve months following a Change in Control and Executive satisfies the conditions described in Section 2(b) below, then: (i) the Company shall continue to pay such Executive’s Base Salary for a period of six twelve months following such Executive’s Separation, generally in accordance with the Company’s standard payroll procedures; (ii) the Company shall pay the Executive a lump-sum cash amount equal to Executive’s annual target bonus established by the Company for the fiscal year in which Executive’s Separation occurs, prorated based on the number of days that Executive was employed by the Company during such fiscal year; (iii) If Executive timely elects continued coverage under COBRA, the Company shall pay the same portion of the monthly premium under COBRA as it pays for active employees and their eligible dependents until the earliest of (a) the last day of the period ending on the date that is 6 12 months following such Executive’s Separation, (b) the expiration of Executive’s continuation coverage under COBRA or (c) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment. Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the foregoing subsidy of COBRA coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead will pay Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue the group health coverage in effect on the date of Executive’s Separation for Executive and Executive’s eligible dependents pursuant to the Company’s health insurance plans in which Executive or Executive’s eligible dependents participated as of the day of Executive’s Separation (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made regardless of whether Executive elects COBRA continuation coverage; and (iv) Executive shall vest in all of Executive’s remaining unvested equity awards.