Common use of Involuntary Termination in Connection with a Change of Control Clause in Contracts

Involuntary Termination in Connection with a Change of Control. If Executive’s employment with the Company terminates as a result of an Involuntary Termination on or at any time within eighteen (18) months after a Change of Control, then Executive shall be entitled to the following severance benefits: (i) An amount equal to the sum of 12 months of Executive’s annual base salary as in effect on the Termination Date, plus one times Executive’s target annual bonus for the year in which the Termination Date occurs, payable in a lump sum on the tenth (10th) day following the Termination Date, subject to Section 7 below; (ii) any earned but unpaid annual bonus for any annual bonus period which had ended prior to the Termination Date, which amount shall be paid at such time as annual bonuses are paid to other senior executives of the Company; (iii) Except as otherwise provided in an applicable award agreement specifically referencing this Agreement, acceleration of the vesting and exercisability of 100% of Executive’s options, restricted shares, stock units and other compensatory awards with respect to the Company or its successor, or the parent of either, to the extent outstanding, or of any deferred compensation into which Executive’s options, restricted shares, stock units and other compensatory awards were converted upon the Change of Control; and (iv) if Executive so elects and pays to continue health insurance under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law (“COBRA”), then starting the next calendar month after the Termination Date (unless prohibited by the terms of the applicable health insurance benefit plan(s) or applicable law), Executive will be reimbursed on a monthly basis in an amount equal to the monthly amount the Company was paying as the employer-portion of premium contributions for health coverage for Executive and Executive’s eligible dependents immediately before the Termination Date, until the earlier of: (A) the end of the 12 month period following Termination Date or (B) the date Executive or Executive’s eligible dependents lose eligibility for COBRA continuation coverage. The period of such employer-reimbursed COBRA continuation coverage shall be considered part of Executive’s (and Executive’s eligible dependents’) COBRA coverage entitlement period. Executive will be solely responsible for timely electing such continuation coverage for Executive and Executive’s eligible dependents. Any increase in the premium contribution and/or in the number of covered dependents by Executive during the period that Executive continues in the Company’s health insurance benefit plans or receives company-paid reimbursement of COBRA premiums will be at Executive’s own expense.

Involuntary Termination in Connection with a Change of Control. If the Executive’s employment with the Company terminates as a result of an Involuntary Termination on or at any time within eighteen three (183) months before or twelve months (12) months after a Change of Control, and the Executive signs and does not revoke a standard release of claims with the Company in a form reasonably acceptable to the Company, then the Executive shall be entitled to the following severance benefits:benefits (it being understood that no such benefits shall accrue and be payable (or take effect, as the case may be) unless and until a Change in Control occurs): (i) An amount equal to 100% of the sum of 12 months of Executive’s annual base salary as in effect on as of the Termination Date, plus one times Executive’s target annual bonus for the year in which the Termination Date occursless applicable withholding, payable in a lump sum on within thirty (30) days of the tenth (10th) day following Involuntary Termination or, if later, the Termination Date, subject to Section 7 belowChange in Control; (ii) any earned but unpaid annual bonus for any annual bonus period which had ended prior to the Termination Date, which amount shall be paid at such time as annual bonuses are paid to other senior executives of the Company; (iii) Except as otherwise provided in an applicable award agreement specifically referencing this Agreement, acceleration of the vesting and exercisability of 100% all of the Executive’s options, restricted shares, options to acquire common stock units and other compensatory awards with respect to of the Company or its successor, or the parent of either, to the extent outstanding, or of any deferred compensation into which the Executive’s options, restricted shares, stock units and other compensatory awards options were converted upon the Change of Control; and (iviii) if reimbursement by the Company of the group health continuation coverage premiums for the Executive so elects and pays to continue health insurance the Executive’s eligible dependents under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law amended (“COBRA”)) as in effect through the lesser of (x) twelve (12) months from the date of such termination, then starting (y) the next calendar month after date upon which the Termination Date (unless prohibited by the terms of the applicable health insurance benefit plan(s) or applicable law), Executive will be reimbursed on a monthly basis in an amount equal to the monthly amount the Company was paying as the employer-portion of premium contributions for health coverage for Executive and the Executive’s eligible dependents immediately before the Termination Date, until the earlier of: (A) the end of the 12 month period following Termination Date become covered under similar plans or (Bz) the date the Executive or Executive’s eligible dependents lose eligibility for COBRA continuation coverage. The period no longer constitutes a “Qualified Beneficiary” (as such term is defined in Section 4980B(g) of such employer-reimbursed COBRA continuation coverage shall be considered part of Executive’s (and Executive’s eligible dependents’) COBRA coverage entitlement period. the Code); provided, however, that the Executive will be solely responsible for timely electing such continuation coverage for Executive within the required time period; and Executive’s eligible dependents. Any increase provided further, however, that payment of the reimbursement shall not be made prior to the Change in Control, but shall be deferred and paid within thirty (30) days after the premium contribution and/or Change in the number of covered dependents by Executive during the period that Executive continues in the Company’s health insurance benefit plans or receives company-paid reimbursement of COBRA premiums will be at Executive’s own expenseControl.

Involuntary Termination in Connection with a Change of Control. If the Executive’s employment with the Company terminates as a result of an Involuntary Termination on or at any time within eighteen three (183) months before or twelve months (12) months after a Change of Control, and the Executive signs and does not revoke a standard release of claims with the Company in a form reasonably acceptable to the Company, then the Executive shall be entitled to the following severance benefits:benefits (it being understood that no such benefits shall accrue and be payable (or take effect, as the case may be) unless and until a Change in Control occurs): (i) An amount equal to 100% of the sum of 12 months of Executive’s annual base salary as in effect on as of the Termination Date, plus one times less applicable withholding, payable in a lump sum within thirty (30) days of the Involuntary Termination or, if later, the Change in Control; (ii) 100% of the Executive’s target annual bonus plus target commission for the fiscal year in which the Termination Date occurs, less applicable withholding, payable in a lump sum on the tenth within thirty (10th30) day following the Termination Date, subject to Section 7 below; (ii) any earned but unpaid annual bonus for any annual bonus period which had ended prior to the Termination Date, which amount shall be paid at such time as annual bonuses are paid to other senior executives days of the CompanyInvoluntary Termination or, if later, the Change in Control; (iii) Except as otherwise provided in an applicable award agreement specifically referencing this Agreement, acceleration of the vesting and exercisability of 100% all of the Executive’s options, restricted shares, options to acquire common stock units and other compensatory awards with respect to of the Company or its successor, or the parent of either, to the extent outstanding, or of any deferred compensation into which the Executive’s options, restricted shares, stock units and other compensatory awards options were converted upon the Change of Control; and (iv) if reimbursement by the Company of the group health continuation coverage premiums for the Executive so elects and pays to continue health insurance the Executive’s eligible dependents under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law amended (“COBRA”)) as in effect through the lesser of (x) twelve (12) months from the date of such termination, then starting (y) the next calendar month after date upon which the Termination Date (unless prohibited by the terms of the applicable health insurance benefit plan(s) or applicable law), Executive will be reimbursed on a monthly basis in an amount equal to the monthly amount the Company was paying as the employer-portion of premium contributions for health coverage for Executive and the Executive’s eligible dependents immediately before the Termination Date, until the earlier of: (A) the end of the 12 month period following Termination Date become covered under similar plans or (Bz) the date the Executive or Executive’s eligible dependents lose eligibility for COBRA continuation coverage. The period no longer constitutes a “Qualified Beneficiary” (as such term is defined in Section 4980B(g) of such employer-reimbursed COBRA continuation coverage shall be considered part of Executive’s (and Executive’s eligible dependents’) COBRA coverage entitlement period. the Code); provided, however, that the Executive will be solely responsible for timely electing such continuation coverage for Executive within the required time period; and Executive’s eligible dependents. Any increase provided further, however, that payment of the reimbursement shall not be made prior to the Change in Control, but shall be deferred and paid within thirty (30) days after the premium contribution and/or Change in the number of covered dependents by Executive during the period that Executive continues in the Company’s health insurance benefit plans or receives company-paid reimbursement of COBRA premiums will be at Executive’s own expenseControl.

Involuntary Termination in Connection with a Change of Control. If Executive’s employment with the Company terminates as a result of an Involuntary Termination either on or at any time within eighteen twelve months (1812) months after a Change of Control, or within three (3) months prior to a Change of Control, and Executive signs and does not revoke a release in a form approved by the Company (a “Release”) that has become irrevocable within sixty (60) days following the later of the Change of Control or the Termination Date, then Executive shall be entitled to the following severance benefits: (ia) An amount equal to 100% of the sum of 12 months of Executive’s annual base salary (as in effect prior to any reduction that constitutes a basis for Involuntary Termination pursuant to this Agreement) plus annual target bonus as in effect on the Termination Date, plus one times Executive’s target annual bonus for the year in which the Termination Date occurs, payable in a lump sum on the tenth sixtieth (10th60th) day following the later of the Termination DateDate or the Change of Control, subject to Section 7 9 below; (iib) any earned but unpaid annual bonus for any annual bonus period which had ended prior to the Termination Date, which amount shall be paid at such time as annual bonuses are paid to other senior executives of the Company; (iiic) Except as otherwise provided in an applicable award agreement specifically referencing this Agreement, acceleration of the vesting and exercisability of 100% all of Executive’s optionsoutstanding Equity Awards will become fully vested and exercisable; provided, restricted shareshowever, stock units and other compensatory awards with respect that notwithstanding any contrary term of the Equity Award agreement, if Executive is entitled to accelerated vesting under this Section 4 as a result of an Involuntary Termination within three (3) months prior to a Change of Control: (1) the Company portion of the Equity Award subject to such accelerated vesting shall not be forfeited or its successor, or terminated upon the parent of either, to the extent outstanding, or of any deferred compensation into which Executive’s options, restricted shares, stock units and other compensatory awards were converted upon Termination Date pending the Change of Control, (2) the accelerated vesting shall be deemed to take place immediately prior to the effective date of the Change of Control, and (3) the period within which the Equity Award may be exercised following the Termination Date, if applicable, will expire no less than one (1) month following the effective date of the Change of Control (but no later than the expiration of the term of the Equity Award); and (ivd) if Executive so elects and pays to continue health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law (“COBRA”), then starting beginning in the next calendar month after following the Termination Date (unless prohibited by or if later, the terms date the Release becomes irrevocable, with a catch-up payment for payments deferred pending the irrevocability of the applicable health insurance benefit plan(s) or applicable lawRelease), Executive Company will be reimbursed on a pay Executive’s monthly basis in an amount equal COBRA premium costs up to the monthly amount the Company was paying as the employer-portion of premium contributions for health coverage for Executive and Executive’s eligible dependents immediately before the Termination Date, until the earlier of: (A1) the end of the 12 month twelve (12)-month period following the Termination Date or (B2) the date Executive or Executive’s eligible dependents lose eligibility for COBRA continuation coverage. The period of such employerCompany-reimbursed paid COBRA continuation coverage shall be considered part of Executive’s (and Executive’s eligible dependents’) COBRA coverage entitlement period. Executive will be solely responsible for timely electing such continuation coverage for Executive and Executive’s eligible dependents. Any increase in the premium contribution and/or in the number of covered dependents by Executive during the period that Executive continues in the Company’s health insurance benefit plans or receives company-paid reimbursement of COBRA premiums continuation coverage will be at Executive’s own expense.

Involuntary Termination in Connection with a Change of Control. If Executive’s employment with the Company terminates as a result of an Involuntary Termination on or at any time within eighteen three (183) months before or twelve months (12) months after a Change of Control, and Executive signs and does not revoke a standard release of claims with the Company in a form reasonably acceptable to the Company which becomes effective no later than the 30th day after the later of the Termination Date or the Change of Control, then Executive shall be entitled to the following severance benefits:benefits (it being understood that no such benefits shall accrue and be payable (or take effect, as the case may be) unless and until a Change of Control occurs): (i) An amount equal to the sum of 12 months payment of Executive’s annual base salary (excluding any potential bonus) as in effect on as of the Termination Date, plus one times Executive’s target annual bonus less applicable withholding, for the year in which the Termination Date occurs, payable in a lump sum on the tenth period of six (10th6) day months following the later of the Involuntary Termination Dateor the Change of Control, subject to Section 7 belowin accordance with the Company’s payroll practices; (ii) any earned but unpaid annual bonus for any annual bonus period which had ended prior to the Termination Date, which amount shall be paid at such time as annual bonuses are paid to other senior executives of the Company; (iii) Except as otherwise provided in an applicable award agreement specifically referencing this Agreement, acceleration of the vesting and exercisability of 100% all of Executive’s options, restricted shares, stock units and other compensatory equity awards with respect to the common stock of the Company or its successor, or the parent of either, to the extent outstanding, or of any deferred compensation into which Executive’s options, restricted shares, stock units and other compensatory equity awards were converted upon the Change of ControlControl (provided that payment shall be made in compliance with Section 409A of the Code); and (iviii) if reimbursement by the Company of the group health continuation coverage premiums for Executive so elects and pays to continue health insurance Executive’s eligible dependents under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law amended (“COBRA”), then starting ) as in effect through the next calendar month after lesser of (x) six (6) months from the Termination Date Date, (unless prohibited by y) the terms of the applicable health insurance benefit plan(s) or applicable law), Executive will be reimbursed on a monthly basis in an amount equal to the monthly amount the Company was paying as the employer-portion of premium contributions for health coverage for date upon which Executive and Executive’s eligible dependents immediately before the Termination Date, until the earlier of: (A) the end of the 12 month period following Termination Date become covered under similar plans or (Bz) the date Executive or Executive’s eligible dependents lose eligibility for COBRA continuation coverage. The period no longer constitutes a “Qualified Beneficiary” (as such term is defined in Section 4980B(g) of such employer-reimbursed COBRA continuation coverage shall be considered part of Executive’s (and Executive’s eligible dependents’) COBRA coverage entitlement period. the Code); provided, however, that Executive will be solely responsible for timely electing such continuation coverage for Executive within the required time period; and Executive’s eligible dependents. Any increase in provided further, however, that payment of the premium contribution and/or in reimbursements shall not commence prior to the number Change of covered dependents by Executive during Control, but shall be deferred and paid on the period that Executive continues in 30th day following the Company’s health insurance benefit plans or receives company-Change of Control, and thereafter shall be paid reimbursement of COBRA premiums will be at Executive’s own expensewhen otherwise due.

Involuntary Termination in Connection with a Change of Control. If the Executive’s employment with the Company terminates as a result of an Involuntary Termination on or at any time within eighteen three (183) months before or twelve months (12) months after a Change of Control, and the Executive signs and does not revoke a standard release of claims with the Company in a form acceptable to the Company, then the Executive shall be entitled to the following severance benefits: (i) An amount equal to 100% of the sum of 12 months of Executive’s annual base salary as in effect on as of the Termination Date, plus one times Executive’s less applicable withholding, payable in a lump sum within thirty (30) days of the Involuntary Termination or, if later, the Change in Control; (ii) a portion of the target annual bonus for the year in annual bonus period during which the Termination Date occurs, payable in which portion is equal to the amount of the target bonus multiplied by a lump sum on fraction, the tenth (10th) day following numerator of which equals the number of days from the commencement of the applicable bonus period through the Termination Date, subject to Section 7 belowand the denominator of which equals 365; (iiiii) any earned but unpaid annual bonus for any annual bonus period which had ended prior to the Termination Date, which amount shall be paid at such time as annual bonuses are paid to other senior executives of the Company; (iiiiv) Except as otherwise provided in an applicable award agreement specifically referencing this Agreement, acceleration of the vesting and exercisability of 100% of the Executive’s options, stock appreciation rights, restricted shares, shares and stock units and other compensatory awards with respect to the Company or its successor, or the parent of either, to the extent outstanding, or of any deferred compensation into which the Executive’s stock options, stock appreciation rights, restricted shares, shares or stock units and other compensatory awards were converted upon the Change of Control; and (ivv) if reimbursement by the Company of the group health continuation coverage premiums for the Executive so elects and pays to continue health insurance the Executive’s eligible dependents under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law amended (“COBRA”)) as in effect through the lesser of (x) twelve (12) months from the date of such termination, then starting (y) the next calendar month after date upon which the Termination Date (unless prohibited by the terms of the applicable health insurance benefit plan(s) or applicable law), Executive will be reimbursed on a monthly basis in an amount equal to the monthly amount the Company was paying as the employer-portion of premium contributions for health coverage for Executive and the Executive’s eligible dependents immediately before the Termination Date, until the earlier of: (A) the end of the 12 month period following Termination Date become covered under similar plans or (Bz) the date the Executive or Executive’s eligible dependents lose eligibility for COBRA continuation coverage. The period no longer constitutes a “Qualified Beneficiary” (as such term is defined in Section 4980B(g) of such employer-reimbursed COBRA continuation coverage shall be considered part of Executive’s (and Executive’s eligible dependents’) COBRA coverage entitlement period. the Code); provided, however, that the Executive will be solely responsible for timely electing such continuation coverage for Executive within the required time period; and Executive’s eligible dependents. Any increase provided further, however, that payment of the reimbursement shall not be made prior to the Change in the premium contribution and/or in the number of covered dependents by Executive during the period that Executive continues in the Company’s health insurance benefit plans or receives company-paid reimbursement of COBRA premiums will be at Executive’s own expenseControl.

Involuntary Termination in Connection with a Change of Control. If Executive’s employment with the Company terminates as a result of an Involuntary Termination either on or at any time within eighteen twelve months (1812) months after a Change of Control, or within three (3) months prior to a Change of Control, and Executive signs and does not revoke a Release that has become irrevocable within sixty (60) days following the later of the Change of Control or the Termination Date, then Executive shall be entitled to the following severance benefits, subject to Section 9 below: (i) An amount equal to the sum of 12 months 150% of Executive’s annual base salary (as in effect on the prior to any reduction that constitutes a basis for Involuntary Termination Date, plus one times Executive’s target annual bonus for the year in which the Termination Date occurspursuant to this Agreement), payable in a lump sum on the tenth sixtieth (10th60th) day following the later of the Termination Date, subject to Section 7 belowDate or the Change of Control; (ii) any earned but unpaid annual bonus for any annual bonus period which had ended prior to the Termination Date, which amount shall be paid at such time as annual bonuses are paid to other senior executives of the Company; (iii) Except as otherwise provided in an applicable award agreement specifically referencing this Agreement, acceleration of the vesting and exercisability of 100% all of Executive’s optionsoutstanding Equity Awards subject to time-based vesting (including any Equity Awards converted to time-based vesting pursuant to Section 4(a)) will become fully vested and exercisable; provided, restricted shareshowever, stock units and other compensatory awards with respect that notwithstanding any contrary term of the Equity Award agreement, if Executive is entitled to accelerated vesting under this Section 4(b) as a result of an Involuntary Termination within three (3) months prior to a Change of Control: (1) the Company portion of the Equity Award subject to such accelerated vesting shall not be forfeited or its successor, or terminated upon the parent of either, to the extent outstanding, or of any deferred compensation into which Executive’s options, restricted shares, stock units and other compensatory awards were converted upon Termination Date pending the Change of Control, (2) the accelerated vesting shall be deemed to take place immediately prior to the effective date of the Change of Control, and (3) the period within which the Equity Award may be exercised following the Termination Date, if applicable, will expire no less than one (1) month following the effective date of the Change of Control (but no later than the expiration of the term of the Equity Award); and (iv) if Executive so elects and pays a lump sum payment equal to continue health insurance eighteen (18) months of premiums under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law (“COBRA”), then starting the next calendar month after the Termination Date (unless prohibited by the terms of the applicable ) for health insurance benefit plan(s) or applicable law), Executive will be reimbursed on a monthly basis in an amount equal to the monthly amount the Company was paying as the employer-portion of premium contributions for health coverage for Executive and Executive’s eligible dependents immediately before the Termination Date, until the earlier of: (A) the end of the 12 month period following Termination Date or (B) the date Executive or Executive’s eligible dependents lose eligibility for COBRA continuation coverage. The period of such employer-reimbursed COBRA continuation coverage shall be considered part of Executive’s (and Executive’s eligible dependents’) COBRA coverage entitlement period. Executive will be solely responsible for timely electing such continuation coverage for Executive and Executive’s eligible dependents. Any increase in , at the premium contribution and/or in same level and for the number same eligible dependents covered as of covered dependents by Executive during the period that Executive continues in the Company’s health insurance benefit plans or receives company-paid reimbursement of COBRA premiums will be at Executive’s own expenseTermination Date. If Executive is eligible and chooses to continue health coverage through COBRA, Executive is solely responsible for timely electing COBRA continuing coverage and for making all COBRA premium payments.

Involuntary Termination in Connection with a Change of Control. If Executive’s employment with the Company terminates as a result of an Involuntary Termination on or at any time within eighteen twelve (1812) months after a Change of Control, or within three (3) months prior to a Change of Control, and Executive signs and does not revoke a standard release of claims with the Company in a form acceptable to the Company (the “Release”) within fifty (50) days following the later of the Change of Control or the Termination Date (or such shorter period as the Company may require), then Executive shall be entitled to the following severance benefits: (i) An amount equal to 150% of the sum of 12 months of Executive’s annual base salary plus annual target bonus as in effect on the Termination Date, plus one times Executive’s target annual bonus for the year in which the Termination Date occurs, payable in a lump sum on the tenth date on which the Release becomes irrevocable (10thprovided, however, that if any portion of such amount is subject to Section 409A of the Code as nonqualified deferred compensation, then payment shall be made on the sixtieth (60th) day following the later of the Termination DateDate or the Change of Control, subject to Section 7 below); (ii) any earned but unpaid annual bonus for any annual bonus period which had ended prior to the Termination Date, which amount shall be paid at such time as annual bonuses are paid to other senior executives of the Company; (iii) Except as otherwise provided in an applicable award agreement specifically referencing this Agreement, acceleration of the vesting and exercisability of 100% of Executive’s options, stock appreciation rights, restricted shares, shares and stock units and other compensatory awards with respect to the Company or its successor, or the parent of either, to the extent outstandingoutstanding on the Termination Date, and that are subject to vesting based only on Executive’s service over a specified time period, including any award converted from a performance-based award to a time-based award pursuant to Section 4 of this Agreement, or of any deferred compensation into which Executive’s such stock options, stock appreciation rights, restricted shares, shares or stock units and other compensatory awards were converted upon the Change of Control (the “Equity Awards”); provided, however, that notwithstanding any contrary term of the Equity Award agreement, if Executive is entitled to accelerated vesting (or if Executive’s performance-based Equity Awards become subject to the provisions of Section 4) as a result of an Involuntary Termination within three (3) months prior to a Change of Control: (x) the portion of the Equity Award subject to such accelerated vesting shall not be forfeited or terminated upon the Termination Date pending the Change of Control, (y) the accelerated vesting shall be deemed to take place immediately prior to the effective date of the Change of Control, and (z) the period within which the Equity Award may be exercised following the Termination Date, if applicable, will expire no less than one (1) month following the effective date of the Change of Control (but no later than the expiration of the term of the Equity Award); and (iv) if Executive so elects and pays to continue health insurance under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law (“COBRA”), then starting beginning in the next calendar month after following the Termination Date (unless prohibited by or if later, the terms date the Release becomes irrevocable, with a catch-up payment for payments deferred pending the irrevocability of the applicable health insurance benefit plan(s) or applicable lawRelease), Executive Company will be reimbursed on a pay Executive’s monthly basis in an amount equal COBRA premium costs up to the monthly amount the Company was paying as the employer-portion of premium contributions for health coverage for Executive and Executive’s eligible dependents immediately before the Termination Date, until the earlier of: (Ai) the end of the 12 18-month period following Termination Date or (Bii) the date Executive or Executive’s eligible dependents lose eligibility for COBRA continuation coverage. The period of such employer-reimbursed COBRA continuation coverage shall be considered part of Executive’s (and Executive’s eligible dependents’) COBRA coverage entitlement period. Executive will be solely responsible for timely electing such continuation coverage for Executive and Executive’s eligible dependents. Any increase in the premium contribution and/or in the number of covered dependents by Executive during the period that Executive continues in the Company’s health insurance benefit plans or receives company-paid reimbursement of COBRA premiums will be at Executive’s own expense.

Involuntary Termination in Connection with a Change of Control. If Executive’s employment with the Company terminates as a result of an Involuntary Termination on or at any time within eighteen three (183) months before or twelve months (12) months after a Change of Control, and Executive signs and does not revoke a standard release of claims with the Company in a form reasonably acceptable to the Company which becomes effective no later than the 30th day after the later of the Termination Date or the Change of Control, then Executive shall be entitled to the following severance benefits:benefits (it being understood that no such benefits shall accrue and be payable (or take effect, as the case may be) unless and until a Change of Control occurs): (i) An amount equal to the sum of 12 months payment of Executive’s annual base salary (exclusive of target bonus) as in effect on as of the Termination Date, plus one times Executive’s target annual bonus less applicable withholding, for the year in which the Termination Date occurs, payable in a lump sum on the tenth period of six (10th6) day months following the later of the Involuntary Termination Dateor the Change of Control, subject to Section 7 belowin accordance with the Company’s payroll practices; (ii) any earned but unpaid annual bonus for any annual bonus period which had ended prior to the Termination Date, which amount shall be paid at such time as annual bonuses are paid to other senior executives of the Company; (iii) Except as otherwise provided in an applicable award agreement specifically referencing this Agreement, acceleration of the vesting and exercisability of 100% all of Executive’s options, restricted shares, stock units and other compensatory equity awards with respect to the common stock of the Company or its successor, or the parent of either, to the extent outstanding, or of any deferred compensation into which Executive’s options, restricted shares, stock units and other compensatory equity awards were converted upon the Change of ControlControl (provided that payment shall be made in compliance with Section 409A of the Code); and (iviii) if reimbursement by the Company of the group health continuation coverage premiums for Executive so elects and pays to continue health insurance Executive’s eligible dependents under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law amended (“COBRA”), then starting ) as in effect through the next calendar month after lesser of (x) six (6) months from the Termination Date Date, (unless prohibited by y) the terms of the applicable health insurance benefit plan(s) or applicable law), Executive will be reimbursed on a monthly basis in an amount equal to the monthly amount the Company was paying as the employer-portion of premium contributions for health coverage for date upon which Executive and Executive’s eligible dependents immediately before the Termination Date, until the earlier of: (A) the end of the 12 month period following Termination Date become covered under similar plans or (Bz) the date Executive or Executive’s eligible dependents lose eligibility for COBRA continuation coverage. The period no longer constitutes a “Qualified Beneficiary” (as such term is defined in Section 4980B(g) of such employer-reimbursed COBRA continuation coverage shall be considered part of Executive’s (and Executive’s eligible dependents’) COBRA coverage entitlement period. the Code); provided, however, that Executive will be solely responsible for timely electing such continuation coverage for Executive within the required time period; and Executive’s eligible dependents. Any increase in provided further, however, that payment of the premium contribution and/or in reimbursements shall not commence prior to the number Change of covered dependents by Executive during Control, but shall be deferred and paid on the period that Executive continues in 30th day following the Company’s health insurance benefit plans or receives company-Change of Control, and thereafter shall be paid reimbursement of COBRA premiums will be at Executive’s own expensewhen otherwise due.

Involuntary Termination in Connection with a Change of Control. If Executive’s employment with the Company terminates as a result of an Involuntary Termination on or at any time within eighteen twelve months (1812) months after a Change of Control, and Executive signs and does not revoke a standard release of claims with the Company in a form acceptable to the Company (the “Release”) within fifty (50) days following the Termination Date (or such shorter period as the Company may require), then Executive shall be entitled to the following severance benefits: (i) An amount equal to 150% of the sum of 12 months of Executive’s annual base salary plus annual target bonus as in effect on the Termination Date, plus one times Executive’s target annual bonus for the year in which the Termination Date occurs, payable in a lump sum on the tenth date on which the Release becomes irrevocable (10thprovided, however, that if any portion of such amount is subject to Section 409A of the Code as nonqualified deferred compensation, then payment shall be made on the sixtieth (60th) day following the Termination Date, subject to Section 7 6 below); (ii) any earned but unpaid annual bonus for any annual bonus period which had ended prior to the Termination Date, which amount shall be paid at such time as annual bonuses are paid to other senior executives of the Company; (iii) Except as otherwise provided in an applicable award agreement specifically referencing this Agreement, acceleration of the vesting and exercisability of 100% of Executive’s options, stock appreciation rights, restricted shares, shares and stock units and other compensatory awards with respect to the Company or its successor, or the parent of either, to the extent outstanding, or of any deferred compensation into which Executive’s stock options, stock appreciation rights, restricted shares, shares or stock units and other compensatory awards were converted upon the Change of Control; and (iv) if Executive so elects and pays to continue health insurance under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law (“COBRA”), then starting the next calendar month after the Termination Date (unless prohibited by the terms of the applicable health insurance benefit plan(s) or applicable law)Date, Executive will be reimbursed on a monthly basis in an amount equal to the monthly amount the Company was paying as the employer-portion of premium contributions for health coverage for Executive and Executive’s eligible dependents immediately before the Termination Date, until the earlier of: (Ai) the end of the 12 18-month period following Termination Date or (Bii) the date Executive or Executive’s eligible dependents lose eligibility for COBRA continuation coverage. The period of such employer-reimbursed COBRA continuation coverage shall be considered part of Executive’s (and Executive’s eligible dependents’) COBRA coverage entitlement period. Executive will be solely responsible for timely electing such continuation coverage for Executive and Executive’s eligible dependents. Any increase in the premium contribution and/or in the number of covered dependents by Executive during the period that Executive continues in the Company’s health insurance benefit plans or receives company-paid reimbursement of COBRA premiums will be at Executive’s own expense.

Involuntary Termination in Connection with a Change of Control. If Executive’s employment with the Company terminates as a result of an Involuntary Termination on or at any time within eighteen twelve months (1812) months after a Change of Control, or within three (3) months prior to a Change of Control, and Executive signs and does not revoke a standard release of claims with the Company in a form acceptable to the Company (the “Release”) within fifty (50) days following the later of the Change of Control or the Termination Date (or such shorter period as the Company may require), then Executive shall be entitled to the following severance benefits: (i) An amount equal to 200% of the sum of 12 months of Executive’s annual base salary (as in effect prior to any reduction that constitutes a basis for Involuntary Termination pursuant to this Agreement) plus annual target bonus as in effect on the Termination Date, plus one times Executive’s target annual bonus for the year in which the Termination Date occurs, payable in a lump sum on the tenth date on which the Release becomes irrevocable (10thprovided, however, that if any portion of such amount is subject to Section 409A of the Code as nonqualified deferred compensation, then payment shall be made on the sixtieth (60th) day following the later of the Termination DateDate or the Change of Control, subject to Section 7 below); (ii) any earned but unpaid annual bonus for any annual bonus period which had ended prior to the Termination Date, which amount shall be paid at such time as annual bonuses are paid to other senior executives of the Company; (iii) Except as otherwise provided in an applicable award agreement specifically referencing this Agreement, acceleration of the vesting and exercisability of 100% of Executive’s options, stock appreciation rights, restricted shares, shares and stock units and other compensatory awards with respect to the Company or its successor, or the parent of either, to the extent outstandingoutstanding on the Termination Date, and that are subject to vesting based only on Executive’s service over a specified time period, including any award converted from a performance-based award to a time-based award pursuant to Section 4 of this Agreement, or of any deferred compensation into which Executive’s such stock options, stock appreciation rights, restricted shares, shares or stock units and other compensatory awards were converted upon the Change of Control (the “Equity Awards”); provided, however, that notwithstanding any contrary term of the Equity Award agreement, if Executive is entitled to accelerated vesting (or if Executive’s performance-based Equity Awards become subject to the provisions of Section 4) as a result of an Involuntary Termination within three (3) months prior to a Change of Control: (x) the portion of the Equity Award subject to such accelerated vesting shall not be forfeited or terminated upon the Termination Date pending the Change of Control, (x) the accelerated vesting shall be deemed to take place immediately prior to the effective date of the Change of Control, and (y) the period within which the Equity Award may be exercised following the Termination Date, if applicable, will expire no less than one (1) month following the effective date of the Change in Control (but no later than the expiration of the term of the Equity Award); and (iv) if Executive so elects and pays to continue health insurance under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law (“COBRA”), then starting beginning in the next calendar month after following the Termination Date (unless prohibited by or if later, the terms date the Release becomes irrevocable, with a catch-up payment for payments deferred pending the irrevocability of the applicable health insurance benefit plan(s) or applicable lawRelease), Executive Company will be reimbursed on a pay Executive’s monthly basis in an amount equal COBRA premium costs up to the monthly amount the Company was paying as the employer-portion of premium contributions for health coverage for Executive and Executive’s eligible dependents immediately before the Termination Date, until the earlier of: (Ai) the end of the 12 24-month period following Termination Date or (Bii) the date Executive or Executive’s eligible dependents lose eligibility for COBRA continuation coverage. The period of such employercompany-reimbursed paid COBRA continuation coverage shall be considered part of Executive’s (and Executive’s eligible dependents’) COBRA coverage entitlement period. Executive will be solely responsible for timely electing such continuation coverage for Executive and Executive’s eligible dependents. Any increase in the premium contribution and/or in the number of covered dependents by Executive during the period that Executive continues in the Company’s health insurance benefit plans or receives company-paid reimbursement of COBRA premiums continuation coverage will be at Executive’s own expense.

Involuntary Termination in Connection with a Change of Control. If Executive’s employment with the Company terminates as a result of an Involuntary Termination on or at any time within eighteen twelve months (1812) months after a Change of Control, or within three (3) months prior to a Change of Control, and Executive signs and does not revoke a standard release of claims with the Company in a form acceptable to the Company (the “Release”) within fifty (50) days following the later of the Change of Control or the Termination Date (or such shorter period as the Company may require), then Executive shall be entitled to the following severance benefits: (i) An amount equal to 100% of the sum of 12 months of Executive’s annual base salary (as in effect prior to any reduction that constitutes a basis for Involuntary Termination pursuant to this Agreement) plus annual target bonus as in effect on the Termination Date, plus one times Executive’s target annual bonus for the year in which the Termination Date occurs, payable in a lump sum on the tenth date on which the Release becomes irrevocable (10thprovided, however, that if any portion of such amount is subject to Section 409A of the Code as nonqualified deferred compensation, then payment shall be made on the sixtieth (60th) day following the later of the Termination DateDate or the Change of Control, subject to Section 7 below); (ii) any earned but unpaid annual bonus for any annual bonus period which had ended prior to the Termination Date, which amount shall be paid at such time as annual bonuses are paid to other senior executives of the Company; (iii) Except as otherwise provided in an applicable award agreement specifically referencing this Agreement, acceleration of the vesting and exercisability of so that 100% of each of Executive’s awards of options, stock appreciation rights, restricted shares, shares and stock units and other compensatory awards with respect to the Company or its successor, or the parent of either, to the extent outstandingoutstanding on the Termination Date, and that are subject to vesting based only on Executive’s service over a specified time period, including any award converted from a performance-based award to a time-based award pursuant to Section 4 of this Agreement, or of any deferred compensation into which Executive’s such stock options, stock appreciation rights, restricted shares, shares or stock units and other compensatory awards were converted upon the Change of Control (the “Equity Awards”) shall be vested and exercisable (as applicable); provided, however, that notwithstanding any contrary term of the Equity Award agreement, if Executive is entitled to accelerated vesting (or if Executive’s performance-based Equity Awards become subject to the provisions of Section 4) as a result of an Involuntary Termination within three (3) months prior to a Change of Control: (x) the portion of the Equity Award subject to such accelerated vesting shall not be forfeited or terminated upon the Termination Date pending the Change of Control, (y) the accelerated vesting shall be deemed to take place immediately prior to the effective date of the Change of Control, and (z) the period within which the Equity Award may be exercised following the Termination Date, if applicable, will expire no less than one (1) month following the effective date of the Change of Control (but no later than the expiration of the term of the Equity Award); and (iv) if Executive so elects and pays to continue health insurance under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law (“COBRA”), then starting beginning in the next calendar month after following the Termination Date (unless prohibited by or if later, the terms date the Release becomes irrevocable, with a catch-up payment for payments deferred pending the irrevocability of the applicable health insurance benefit plan(s) or applicable lawRelease), Executive Company will be reimbursed on a pay Executive’s monthly basis in an amount equal COBRA premium costs up to the monthly amount the Company was paying as the employer-portion of premium contributions for health coverage for Executive and Executive’s eligible dependents immediately before the Termination Date, until the earlier of: (Ai) the end of the 12 12-month period following Termination Date or (Bii) the date Executive or Executive’s eligible dependents lose eligibility for COBRA continuation coverage. The period of such employercompany-reimbursed paid COBRA continuation coverage shall be considered part of Executive’s (and Executive’s eligible dependents’) COBRA coverage entitlement period. Executive will be solely responsible for timely electing such continuation coverage for Executive and Executive’s eligible dependents. Any increase in the premium contribution and/or in the number of covered dependents by Executive during the period that Executive continues in the Company’s health insurance benefit plans or receives company-paid reimbursement of COBRA premiums continuation coverage will be at Executive’s own expense.

Involuntary Termination in Connection with a Change of Control. If Executive’s employment with the Company terminates as a result of an Involuntary Termination on or at any time occurs within eighteen the twelve (1812) months after month period following a Change of Control, then Executive shall be entitled to the following severance benefits: (i) An amount equal to if the sum Employment Term as of 12 months the date of such termination is less than one year from the Start Date, then 50% of the unvested portion of Executive’s annual base salary as in effect on the Termination Date, plus one times then outstanding Equity Awards will immediately vest prior to Executive’s target annual bonus for the year in which the Termination Date occurstermination, payable in a lump sum on the tenth (10th) day following the Termination Date, subject to Section 7 below; and (ii) any earned but unpaid annual bonus for any annual bonus period which had ended prior to if the Termination Employment Term as of the date of such termination is one year or more from the Start Date, which amount shall be paid at such time as annual bonuses are paid to other senior executives of then the Company; (iii) Except as otherwise provided in an applicable award agreement specifically referencing this Agreement, acceleration of the vesting and exercisability of 100% unvested portion of Executive’s options, restricted shares, stock units and other compensatory awards with respect then outstanding Equity Awards will immediately vest prior to Executive’s termination. If Executive elects continuation coverage pursuant to the Company or its successor, or the parent of either, to the extent outstanding, or of any deferred compensation into which Executive’s options, restricted shares, stock units and other compensatory awards were converted upon the Change of Control; and (iv) if Executive so elects and pays to continue health insurance under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law amended (“COBRA”) for Executive and Executive’s eligible dependents within the time period prescribed pursuant to COBRA, the Company will reimburse Executive for the monthly premiums under COBRA necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents (at the coverage levels in effect -3- 9063751 immediately prior to Executive’s termination) until the earlier of (A) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (B) the date upon which Executive ceases to be eligible for coverage under COBRA(such reimbursements, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then starting the next calendar Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month after the Termination Date (unless prohibited except as provided by the terms of the applicable health insurance benefit plan(s) or applicable lawfollowing sentence), Executive will be reimbursed on a monthly basis in an amount equal to the monthly amount the Company was paying as the employer-portion of COBRA premium contributions for that Executive would be required to pay to continue Executive’s group health coverage for Executive and in effect on the date of Executive’s eligible dependents immediately before termination of employment (which amount will be based on the Termination Datepremium for the first month of COBRA coverage), until which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of: of (A) the end of the 12 month period following Termination Date or (Bx) the date upon which Executive obtains other employment or Executive’s eligible dependents lose eligibility (y) the date the Company has paid an amount equal to six (6) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Agreement, if at any time the Company determines in its sole discretion that it cannot provide the payments contemplated by the preceding sentence without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Executive will not receive such payment or any further reimbursements for COBRA continuation coveragepremiums. The period of such employer-reimbursed COBRA continuation coverage shall be considered part of Executive’s (and Executive’s eligible dependents’) COBRA coverage entitlement period. Executive will be solely responsible for timely electing such continuation coverage for Executive and Executive’s eligible dependents. Any increase in the premium contribution and/or in the number of covered dependents by Executive during the period that Executive continues in Collectively, the Company’s health insurance benefit plans or receives company-paid reimbursement of COBRA premiums will be at Executive’s own expenseobligations in this paragraph are referred to as the “COBRA Payments”).

Involuntary Termination in Connection with a Change of Control. If Executive’s employment with the Company terminates as a result of an Involuntary Termination on or at any time within eighteen twelve months (1812) months after a Change of Control, or within three (3) months prior to a Change of Control, and Executive signs and does not revoke a standard release of claims with the Company in a form acceptable to the Company (the “Release”) within fifty (50) days following the later of the Change of Control or the Termination Date (or such shorter period as the Company may require), then Executive shall be entitled to the following severance benefits: (i) An amount equal to 50% of the sum of 12 months of Executive’s annual base salary (as in effect prior to any reduction that constitutes a basis for Involuntary Termination pursuant to this Agreement) plus 50% of the sales compensation plan as in effect on the Termination Date, plus one times Executive’s target annual bonus for the year in which the Termination Date occurs, payable in a lump sum on the tenth date on which the Release becomes irrevocable (10thprovided, however, that if any portion of such amount is subject to Section 409A of the Code as nonqualified deferred compensation, then payment shall be made on the sixtieth (60th) day following the later of the Termination DateDate or the Change of Control, subject to Section 7 6 below); (ii) any earned but unpaid annual bonus for any annual bonus period which had ended prior to the Termination Date, which amount shall be paid at such time as annual bonuses are paid to other senior executives of the Company; (iii) Except as otherwise provided in an applicable award agreement specifically referencing this Agreement, acceleration of the vesting and exercisability of 10050% of Executive’s options, stock appreciation rights, restricted shares, shares and stock units and other compensatory awards with respect to the Company or its successor, or the parent of either, to the extent outstandingoutstanding on the Termination Date, including such equity awards subject to incentive stock plans after 12 months from commencement of employment or of any deferred compensation into which Executive’s such stock options, stock appreciation rights, restricted shares, shares or stock units and other compensatory awards were converted upon the Change of Control (“Equity Awards”) ; provided, however, that if the definitive agreement pursuant to which the Change of Control is consummated is entered into within twelve (12) months following the date that Executive commences employment with the Company, then vesting and exercisability of each Equity Award shall be accelerated only to the extent necessary to ensure that each such Equity Award is vested and exercisable with respect to not less than 33% of the total number of shares subject to the Equity Award; and provided further, however, that notwithstanding any contrary term of the Equity Award agreement, if Executive is entitled to accelerated vesting as a result of an Involuntary Termination within three (3) months prior to a Change of Control: (x) the portion of the Equity Award subject to such accelerated vesting shall not be forfeited or terminated upon the Termination Date pending the Change of Control, (x) the accelerated vesting shall be deemed to take place immediately prior to the effective date of the Change of Control, and (y) the period within which the Equity Award may be exercised following the Termination Date, if applicable, will expire no less than one (1) month following the effective date of the Change in Control (but no later than the expiration of the term of the Equity Award); and (iv) if Executive so elects and pays to continue health insurance under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law (“COBRA”), then starting beginning in the next calendar month after following the Termination Date (unless prohibited by or if later, the terms date the Release becomes irrevocable, with a catch-up payment for reimbursements deferred pending the irrevocability of the applicable health insurance benefit plan(s) or applicable lawRelease), Executive will be reimbursed on a monthly basis in an amount equal to the monthly amount the Company was paying as the employer-portion of premium contributions for health coverage for Executive and Executive’s eligible dependents immediately before the Termination Date, until the earlier of: of (Ai) the end of the 12 6-month period following Termination Date or (B) the date Executive or Executive’s eligible dependents lose eligibility for COBRA continuation coverageDate. The period of such employer-reimbursed COBRA continuation coverage shall be considered part of Executive’s (and Executive’s eligible dependents’) COBRA coverage entitlement period. Executive will be solely responsible for timely electing such continuation coverage for Executive and Executive’s eligible dependents. Any increase in the premium contribution and/or in the number of covered dependents by Executive during the period that Executive continues in the Company’s health insurance benefit plans or receives company-paid reimbursement of COBRA premiums will be at Executive’s own expense.

Involuntary Termination in Connection with a Change of Control. If Executive’s employment with the Company terminates as a result of an Involuntary Termination on or at any time within eighteen twelve months (1812) months after a Change of Control, and Executive signs and does not revoke a standard release of claims with the Company in a form acceptable to the Company (the “Release”) within fifty (50) days following the Termination Date (or such shorter period as the Company may require), then Executive shall be entitled to the following severance benefits: (i) An amount equal to 200% of the sum of 12 months of Executive’s annual base salary plus annual target bonus as in effect on the Termination Date, plus one times Executive’s target annual bonus for the year in which the Termination Date occurs, payable in a lump sum on the tenth date on which the Release becomes irrevocable (10thprovided, however, that if any portion of such amount is subject to Section 409A of the Code as nonqualified deferred compensation, then payment shall be made on the sixtieth (60th) day following the Termination Date, subject to Section 7 6 below); (ii) any earned but unpaid annual bonus for any annual bonus period which had ended prior to the Termination Date, which amount shall be paid at such time as annual bonuses are paid to other senior executives of the Company; (iii) Except as otherwise provided in an applicable award agreement specifically referencing this Agreement, acceleration of the vesting and exercisability of 100% of Executive’s options, stock appreciation rights, restricted shares, shares and stock units and other compensatory awards with respect to the Company or its successor, or the parent of either, to the extent outstanding, or of any deferred compensation into which Executive’s stock options, stock appreciation rights, restricted shares, shares or stock units and other compensatory awards were converted upon the Change of Control; and (iv) if Executive so elects and pays to continue health insurance under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law (“COBRA”), then starting the next calendar month after the Termination Date (unless prohibited by the terms of the applicable health insurance benefit plan(s) or applicable law)Date, Executive will be reimbursed on a monthly basis in an amount equal to the monthly amount the Company was paying as the employer-portion of premium contributions for health coverage for Executive and Executive’s eligible dependents immediately before the Termination Date, until the earlier of: (Ai) the end of the 12 24-month period following Termination Date or (Bii) the date Executive or Executive’s eligible dependents lose eligibility for COBRA continuation coverage. The period of such employer-reimbursed COBRA continuation coverage shall be considered part of Executive’s (and Executive’s eligible dependents’) COBRA coverage entitlement period. Executive will be solely responsible for timely electing such continuation coverage for Executive and Executive’s eligible dependents. Any increase in the premium contribution and/or in the number of covered dependents by Executive during the period that Executive continues in the Company’s health insurance benefit plans or receives company-paid reimbursement of COBRA premiums will be at Executive’s own expense.

Involuntary Termination in Connection with a Change of Control. If Executive’s employment with the Company terminates as a result of an Involuntary Termination on or at any time within eighteen twelve months (1812) months after a Change of Control, or within three (3) months prior to a Change of Control, and Executive signs and does not revoke a standard release of claims with the Company in a form acceptable to the Company (the “Release”) within fifty (50) days following the later of the Change of Control or the Termination Date (or such shorter period as the Company may require), then Executive shall be entitled to the following severance benefits: (i) An amount equal to 100% of the sum of 12 months of Executive’s annual base salary (as in effect prior to any reduction that constitutes a basis for Involuntary Termination pursuant to this Agreement) plus 100% of the sales compensation plan as in effect on the Termination Date, plus one times Executive’s target annual bonus for the year in which the Termination Date occurs, payable in a lump sum on the tenth date on which the Release becomes irrevocable (10thprovided, however, that if any portion of such amount is subject to Section 409A of the Code as nonqualified deferred compensation, then payment shall be made on the sixtieth (60th) day following the later of the Termination DateDate or the Change of Control, subject to Section 7 below); (ii) any earned but unpaid annual bonus for any annual bonus period which had ended prior to the Termination Date, which amount shall be paid at such time as annual bonuses are paid to other senior executives of the Company; (iii) Except as otherwise provided in an applicable award agreement specifically referencing this Agreement, acceleration of the vesting and exercisability of 100% of Executive’s options, stock appreciation rights, restricted shares, shares and stock units and other compensatory awards with respect to the Company or its successor, or the parent of either, to the extent outstandingoutstanding on the Termination Date, or of any deferred compensation into which Executive’s stock options, stock appreciation rights, restricted shares, shares or stock units and other compensatory awards were converted upon the Change of Control (the “Equity Awards”); provided, however, that notwithstanding any contrary term of the Equity Award agreement, if Executive is entitled to accelerated vesting as a result of an Involuntary Termination within three (3) months prior to a Change of Control: (x) the portion of the Equity Award subject to such accelerated vesting shall not be forfeited or terminated upon the Termination Date pending the Change of Control, (y) the accelerated vesting shall be deemed to take place immediately prior to the effective date of the Change of Control; and (z) the period within which the Equity Award may be exercised following the Termination Date, if applicable, will expire no less than one (1) month following the effective date of the Change of Control (but no later than the expiration of the term of the Equity Award); and (iv) if Executive so elects and pays to continue health insurance under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law (“COBRA”), then starting beginning in the next calendar month after following the Termination Date (unless prohibited by or if later, the terms date the Release becomes irrevocable, with a catch-up payment for payments deferred pending the irrevocability of the applicable health insurance benefit plan(s) or applicable lawRelease), Executive Company will be reimbursed on a pay Executive’s monthly basis in an amount equal COBRA premium costs up to the monthly amount the Company was paying as the employer-portion of premium contributions for health coverage for Executive and Executive’s eligible dependents immediately before the Termination Date, until the earlier of: of (Ai) the end of the 12 12-month period following Termination Date or (B) the date Executive or Executive’s eligible dependents lose eligibility for COBRA continuation coverageDate. The period of such employercompany-reimbursed paid COBRA continuation coverage shall be considered part of Executive’s (and Executive’s eligible dependents’) COBRA coverage entitlement period. Executive will be solely responsible for timely electing such continuation coverage for Executive and Executive’s eligible dependents. Any increase in the premium contribution and/or in the number of covered dependents by Executive during the period that Executive continues in the Company’s health insurance benefit plans or receives company-paid reimbursement of COBRA premiums continuation coverage will be at Executive’s own expense.

Involuntary Termination in Connection with a Change of Control. If Executive’s employment with the Company terminates as a result of an Involuntary Termination either on or at any time within eighteen twelve months (1812) months after a Change of Control, or within three (3) months prior to a Change of Control, and Executive signs and does not revoke a Release that has become irrevocable within sixty (60) days following the later of the Change of Control or the Termination Date, then Executive shall be entitled to the following severance benefits, subject to Section 9 below: (i) An amount equal to the sum of 12 months 100% of Executive’s annual base salary (as in effect on the prior to any reduction that constitutes a basis for Involuntary Termination Date, plus one times Executive’s target annual bonus for the year in which the Termination Date occurspursuant to this Agreement), payable in a lump sum on the tenth sixtieth (10th60th) day following the later of the Termination Date, subject to Section 7 belowDate or the Change of Control; (ii) any earned but unpaid annual bonus for any annual bonus period which had ended prior to the Termination Date, which amount shall be paid at such time as annual bonuses are paid to other senior executives of the Company; (iii) Except as otherwise provided in an applicable award agreement specifically referencing this Agreement, acceleration of the vesting and exercisability of 100% all of Executive’s optionsoutstanding Equity Awards subject to time-based vesting (including any Equity Awards converted to time-based vesting pursuant to Section 4(a)) will become fully vested and exercisable; provided, restricted shareshowever, stock units and other compensatory awards with respect that notwithstanding any contrary term of the Equity Award agreement, if Executive is entitled to accelerated vesting under this Section 4(b) as a result of an Involuntary Termination within three (3) months prior to a Change of Control: (1) the Company portion of the Equity Award subject to such accelerated vesting shall not be forfeited or its successor, or terminated upon the parent of either, to the extent outstanding, or of any deferred compensation into which Executive’s options, restricted shares, stock units and other compensatory awards were converted upon Termination Date pending the Change of Control, (2) the accelerated vesting shall be deemed to take place immediately prior to the effective date of the Change of Control, and (3) the period within which the Equity Award may be exercised following the Termination Date, if applicable, will expire no less than one (1) month following the effective date of the Change of Control (but no later than the expiration of the term of the Equity Award); and (iv) if Executive so elects and pays a lump sum payment equal to continue health insurance twelve (12) months of premiums under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law (“COBRA”), then starting the next calendar month after the Termination Date (unless prohibited by the terms of the applicable ) for health insurance benefit plan(s) or applicable law), Executive will be reimbursed on a monthly basis in an amount equal to the monthly amount the Company was paying as the employer-portion of premium contributions for health coverage for Executive and Executive’s eligible dependents immediately before the Termination Date, until the earlier of: (A) the end of the 12 month period following Termination Date or (B) the date Executive or Executive’s eligible dependents lose eligibility for COBRA continuation coverage. The period of such employer-reimbursed COBRA continuation coverage shall be considered part of Executive’s (and Executive’s eligible dependents’) COBRA coverage entitlement period. Executive will be solely responsible for timely electing such continuation coverage for Executive and Executive’s eligible dependents. Any increase in , at the premium contribution and/or in same level and for the number same eligible dependents covered as of covered dependents by Executive during the period that Executive continues in the Company’s health insurance benefit plans or receives company-paid reimbursement of COBRA premiums will be at Executive’s own expenseTermination Date. If Executive is eligible and chooses to continue health coverage through COBRA, Executive is solely responsible for timely electing COBRA continuing coverage and for making all COBRA premium payments.

Involuntary Termination in Connection with a Change of Control. If Executive’s employment with the Company terminates as a result of an Involuntary Termination either on or at any time within eighteen twelve months (1812) months after a Change of Control, or within three (3) months prior to a Change of Control, and Executive signs and does not revoke a release in a form approved by the Company (a “Release”) that has become irrevocable within sixty (60) days following the later of the Change of Control or the Termination Date, then Executive shall be entitled to the following severance benefits, subject to Section 9 below: (ia) An amount equal to the sum of 12 months 100% of Executive’s annual base salary (as in effect on the prior to any reduction that constitutes a basis for Involuntary Termination Date, plus one times Executive’s target annual bonus for the year in which the Termination Date occurspursuant to this Agreement), payable in a lump sum on the tenth sixtieth (10th60th) day following the Termination Date, subject to Section 7 below; (ii) any earned but unpaid annual bonus for any annual bonus period which had ended prior to later of the Termination Date, which amount shall be paid at such time as annual bonuses are paid to other senior executives of the Company; (iii) Except as otherwise provided in an applicable award agreement specifically referencing this Agreement, acceleration of the vesting and exercisability of 100% of Executive’s options, restricted shares, stock units and other compensatory awards with respect to the Company Date or its successor, or the parent of either, to the extent outstanding, or of any deferred compensation into which Executive’s options, restricted shares, stock units and other compensatory awards were converted upon the Change of Control; and; (ivb) if Executive so elects and pays payment (or reimbursement) of up to continue 12 months of premiums under COBRA for health insurance under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law (“COBRA”), then starting the next calendar month after the Termination Date (unless prohibited by the terms of the applicable health insurance benefit plan(s) or applicable law), Executive will be reimbursed on a monthly basis in an amount equal to the monthly amount the Company was paying as the employer-portion of premium contributions for health coverage for Executive and Executive’s eligible dependents immediately before the Termination Date, until the earlier of: (A) the end of the 12 month period following Termination Date or (B) the date Executive or Executive’s eligible dependents lose eligibility for COBRA continuation coverage. The period of such employer-reimbursed COBRA continuation coverage shall be considered part of Executive’s (and Executive’s eligible dependents’) COBRA coverage entitlement period. Executive will be solely responsible for timely electing such continuation coverage for Executive and Executive’s eligible dependents. Any increase , at the same level and for the same eligible dependents covered as of Executive’s Termination Date, but not beyond the date that Executive (or his eligible dependents) become COBRA ineligible, provided that Executive is solely responsible for timely electing COBRA continuation coverage, and provided further, however, that notwithstanding the foregoing, in the event that the Company determines that such COBRA premium contribution and/or payments could result in adverse tax treatment to the number of covered dependents by Company or Executive under applicable law, the Company may instead provide Executive with payments during the foregoing coverage period that equivalent in value to the COBRA premiums otherwise payable by the Company hereunder, but without regard to whether Executive continues in (or his eligible dependents) continue group health coverage under the Company’s group health insurance benefit plans or receives company-paid reimbursement plan; and (c) all of COBRA premiums will be at Executive’s own expenseoutstanding Equity Awards subject to time-based vesting only will become fully vested and exercisable; provided, however, that notwithstanding any contrary provision in the Equity Award agreement, if Executive is entitled to accelerated vesting under this Section 4 as a result of an Involuntary Termination within three (3) months prior to a Change of Control: (1) the portion of the Equity Award subject to such accelerated or credited vesting shall not be forfeited or terminated upon the Termination Date but shall remain outstanding until immediately prior to the Change of Control, (2) the accelerated vesting shall be deemed to take place immediately prior to the Change of Control, and (3) any options and stock appreciation rights will remain outstanding and exercisable in accordance with, and for the post-termination exercisability period set forth in, the applicable Equity Award agreement as if Executive’s status as a service provider of the Company had ceased as of the Change of Control (provided that in no event will an Equity Award remain outstanding after the expiration of the Equity Award’s maximum term to expiration and, for the avoidance of doubt, subject to any earlier termination in accordance with the terms and conditions of the Company’s plan, including if applicable, its termination in connection with the Change of Control).

Involuntary Termination in Connection with a Change of Control. If Executive’s employment with the Company terminates as a result of an Involuntary Termination on or at any time within eighteen (18) months after a Change of Control, then Executive shall be entitled to the following severance benefits: (i) An amount equal to the sum of 12 18 months of Executive’s annual base salary as in effect on the Termination Date, plus one and one-half times Executive’s target annual bonus for the year in which the Termination Date occurs, payable in a lump sum on the tenth (10th) day following the Termination Date, subject to Section 7 below; (ii) any earned but unpaid annual bonus for any annual bonus period which had ended prior to the Termination Date, which amount shall be paid at such time as annual bonuses are paid to other senior executives of the Company; (iii) Except as otherwise provided in an applicable award agreement specifically referencing this Agreement, acceleration of the vesting and exercisability of 100% of Executive’s options, restricted shares, stock units and other compensatory awards with respect to the Company or its successor, or the parent of either, to the extent outstanding, or of any deferred compensation into which Executive’s options, restricted shares, stock units and other compensatory awards were converted upon the Change of Control; and (iv) if Executive so elects and pays to continue health insurance under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law (“COBRA”), then starting the next calendar month after the Termination Date (unless prohibited by the terms of the applicable health insurance benefit plan(s) or applicable law), Executive will be reimbursed on a monthly basis in an amount equal to the monthly amount the Company was paying as the employer-portion of premium contributions for health coverage for Executive and Executive’s eligible dependents immediately before the Termination Date, until the earlier of: (A) the end of the 12 18 month period following Termination Date or (B) the date Executive or Executive’s eligible dependents lose eligibility for COBRA continuation coverage. The period of such employer-reimbursed COBRA continuation coverage shall be considered part of Executive’s (and Executive’s eligible dependents’) COBRA coverage entitlement period. Executive will be solely responsible for timely electing such continuation coverage for Executive and Executive’s eligible dependents. Any increase in the premium contribution and/or in the number of covered dependents by Executive during the period that Executive continues in the Company’s health insurance benefit plans or receives company-paid reimbursement of COBRA premiums will be at Executive’s own expense.

Involuntary Termination in Connection with a Change of Control. If Executive’s employment with the Company terminates as a result of an Involuntary Termination on or at any time within eighteen twelve months (1812) months after a Change of Control, or within three (3) months prior to a Change of Control, and Executive signs and does not revoke a standard release of claims with the Company in a form acceptable to the Company (the “Release”) within fifty (50) days following the later of the Change of Control or the Termination Date (or such shorter period as the Company may require), then Executive shall be entitled to the following severance benefits: (i) An amount equal to 200% of the sum of 12 months of Executive’s annual base salary (as in effect prior to any reduction that constitutes a basis for Involuntary Termination pursuant to this Agreement) plus annual target bonus as in effect on the Termination Date, plus one times Executive’s target annual bonus for the year in which the Termination Date occurs, payable in a lump sum on the tenth date on which the Release becomes irrevocable (10thprovided, however, that if any portion of such amount is subject to Section 409A of the Code as nonqualified deferred compensation, then payment shall be made on the sixtieth (60th) day following the later of the Termination DateDate or the Change of Control, subject to Section 7 6 below); (ii) any earned but unpaid annual bonus for any annual bonus period which had ended prior to the Termination Date, which amount shall be paid at such time as annual bonuses are paid to other senior executives of the Company; (iii) Except as otherwise provided in an applicable award agreement specifically referencing this Agreement, acceleration of the vesting and exercisability of 100% of Executive’s options, stock appreciation rights, restricted shares, shares and stock units and other compensatory awards with respect to the Company or its successor, or the parent of either, to the extent outstandingoutstanding on the Termination Date, or of any deferred compensation into which Executive’s such stock options, stock appreciation rights, restricted shares, shares or stock units and other compensatory awards were converted upon the Change of Control (“Equity Awards”); provided, however, that if the definitive agreement pursuant to which the Change of Control is consummated is entered into within twelve (12) months following the date that Executive commences employment with the Company, then vesting and exercisability of each Equity Award shall be accelerated only to the extent necessary to ensure that each such Equity Award is vested and exercisable with respect to not less than 50% of the total number of shares subject to the Equity Award; and provided further, however, that notwithstanding any contrary term of the Equity Award agreement, if Executive is entitled to accelerated vesting as a result of an Involuntary Termination within three (3) months prior to a Change of Control: (x) the portion of the Equity Award subject to such accelerated vesting shall not be forfeited or terminated upon the Termination Date pending the Change of Control, (x) the accelerated vesting shall be deemed to take place immediately prior to the effective date of the Change of Control, and (y) the period within which the Equity Award may be exercised following the Termination Date, if applicable, will expire no less than one (1) month following the effective date of the Change in Control (but no later than the expiration of the term of the Equity Award); and (iv) if Executive so elects and pays to continue health insurance under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law (“COBRA”), then starting beginning in the next calendar month after following the Termination Date (unless prohibited by or if later, the terms date the Release becomes irrevocable, with a catch-up payment for reimbursements deferred pending the irrevocability of the applicable health insurance benefit plan(s) or applicable lawRelease), Executive will be reimbursed on a monthly basis in an amount equal to the monthly amount the Company was paying as the employer-portion of premium contributions for health coverage for Executive and Executive’s eligible dependents immediately before the Termination Date, until the earlier of: (Ai) the end of the 12 24-month period following Termination Date or (Bii) the date Executive or Executive’s eligible dependents lose eligibility for COBRA continuation coverage. The period of such employer-reimbursed COBRA continuation coverage shall be considered part of Executive’s (and Executive’s eligible dependents’) COBRA coverage entitlement period. Executive will be solely responsible for timely electing such continuation coverage for Executive and Executive’s eligible dependents. Any increase in the premium contribution and/or in the number of covered dependents by Executive during the period that Executive continues in the Company’s health insurance benefit plans or receives company-paid reimbursement of COBRA premiums will be at Executive’s own expense.

Involuntary Termination in Connection with a Change of Control. If Executive’s employment with the Company terminates as a result of an Involuntary Termination on or at any time within eighteen three (183) months before or twelve months (12) months after a Change of Control, and Executive signs and does not revoke a standard release of claims with the Company in a form reasonably acceptable to the Company which becomes effective no later than the 30th day after the later of the Termination Date or the Change of Control, then Executive shall be entitled to the following severance benefits:benefits (it being understood that no such benefits shall accrue and be payable (or take effect, as the case may be) unless and until a Change of Control occurs): (i) An amount equal to the sum of 12 months payment of Executive’s annual base salary as in effect on as of the Termination Date, less applicable withholding, for a period of nine (9) months following the later of the Involuntary Termination or the Change of Control in accordance with the Company’s payroll practices, plus one times payment of the pro rata portion of Executive’s full annual target annual bonus for the year in which the Termination Date occurs, payable in a lump sum on the tenth (10th) day following opportunity through the Termination Date, subject to Section 7 belowin equal installments for a period of nine (9) months following the later of the Involuntary Termination or the Change of Control in accordance with the Company’s payroll practices; (ii) any earned but unpaid annual bonus for any annual bonus period which had ended prior to the Termination Date, which amount shall be paid at such time as annual bonuses are paid to other senior executives of the Company; (iii) Except as otherwise provided in an applicable award agreement specifically referencing this Agreement, acceleration of the vesting and exercisability of 100% all of Executive’s options, restricted shares, stock units and other compensatory equity awards with respect to the common stock of the Company or its successor, or the parent of either, to the extent outstanding, or of any deferred compensation into which Executive’s options, restricted shares, stock units and other compensatory equity awards were converted upon the Change of ControlControl (provided that payment shall be made in compliance with Section 409A of the Code); and (iviii) if reimbursement by the Company of the group health continuation coverage premiums for Executive so elects and pays to continue health insurance Executive’s eligible dependents under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law amended (“COBRA”), then starting ) as in effect through the next calendar month after lesser of (x) twelve (12) months from the Termination Date Date, (unless prohibited by y) the terms of the applicable health insurance benefit plan(s) or applicable law), Executive will be reimbursed on a monthly basis in an amount equal to the monthly amount the Company was paying as the employer-portion of premium contributions for health coverage for date upon which Executive and Executive’s eligible dependents immediately before the Termination Date, until the earlier of: (A) the end of the 12 month period following Termination Date become covered under similar plans or (Bz) the date Executive or Executive’s eligible dependents lose eligibility for COBRA continuation coverage. The period no longer constitutes a “Qualified Beneficiary” (as such term is defined in Section 4980B(g) of such employer-reimbursed COBRA continuation coverage shall be considered part of Executive’s (and Executive’s eligible dependents’) COBRA coverage entitlement period. the Code); provided, however, that Executive will be solely responsible for timely electing such continuation coverage for Executive within the required time period; and Executive’s eligible dependents. Any increase in provided further, however, that payment of the premium contribution and/or in reimbursements shall not commence prior to the number Change of covered dependents by Executive during Control, but shall be deferred and paid on the period that Executive continues in 30th day following the Company’s health insurance benefit plans or receives company-Change of Control, and thereafter shall be paid reimbursement of COBRA premiums will be at Executive’s own expensewhen otherwise due.

Involuntary Termination in Connection with a Change of Control. If Executive’s employment with the Company terminates as a result of an Involuntary Termination either on or at any time within eighteen twelve months (1812) months after a Change of Control, or within three (3) months prior to a Change of Control, and Executive signs and does not revoke a Release that has become irrevocable within sixty (60) days following the later of the Change of Control or the Termination Date, then Executive shall be entitled to the following severance benefits: (ia) An amount equal to 200% of the sum of 12 months of Executive’s annual base salary (as in effect prior to any reduction that constitutes a basis for Involuntary Termination pursuant to this Agreement) plus annual target bonus as in effect on the Termination Date, plus one times Executive’s target annual bonus for the year in which the Termination Date occurs, payable in a lump sum on the tenth sixtieth (10th60th) day following the later of the Termination DateDate or the Change of Control, subject to Section 7 11 below; (iib) any earned but unpaid annual bonus for any annual bonus period which had ended prior to the Termination Date, which amount shall be paid at such time as annual bonuses are paid to other senior executives of the Company; (iiic) Except as otherwise provided in an applicable award agreement specifically referencing this Agreement, acceleration of the vesting and exercisability of 100% all of Executive’s options, restricted shares, stock units outstanding Equity Awards will become fully vested and other compensatory awards with respect to the Company or its successor, or the parent of either, exercisable (to the extent outstandingnot already accelerated pursuant to Section 4 above); provided, however, that notwithstanding any contrary term of the Equity Award agreement, if Executive is entitled to accelerated vesting under this Section 5 as a result of an Involuntary Termination within three (3) months prior to a Change of Control: (1) the portion of the Equity Award subject to such accelerated vesting shall not be forfeited or of any deferred compensation into which Executive’s options, restricted shares, stock units and other compensatory awards were converted terminated upon the Termination Date pending the Change of Control, (2) the accelerated vesting shall be deemed to take place immediately prior to the effective date of the Change of Control, and (3) the period within which the Equity Award may be exercised following the Termination Date, if applicable, will expire no less than one (1) month following the effective date of the Change of Control (but no later than the expiration of the term of the Equity Award); and (ivd) if Executive so elects and pays to continue health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law (“COBRA”), then starting beginning in the next calendar month after following the Termination Date (unless prohibited by or if later, the terms date the Release becomes irrevocable, with a catch-up payment for payments deferred pending the irrevocability of the applicable health insurance benefit plan(s) or applicable lawRelease), Executive Company will be reimbursed on a pay Executive’s monthly basis in an amount equal COBRA premium costs up to the monthly amount the Company was paying as the employer-portion of premium contributions for health coverage for Executive and Executive’s eligible dependents immediately before the Termination Date, until the earlier of: (A1) the end of the 12 month eighteen (18)-month period following the Termination Date or (B2) the date Executive or Executive’s eligible dependents lose eligibility for COBRA continuation coverage. The period of such employerCompany-reimbursed paid COBRA continuation coverage shall be considered part of Executive’s (and Executive’s eligible dependents’) COBRA coverage entitlement period. Executive will be solely responsible for timely electing such continuation coverage for Executive and Executive’s eligible dependents. Any increase in the premium contribution and/or in the number of covered dependents by Executive during the period that Executive continues in the Company’s health insurance benefit plans or receives company-paid reimbursement of COBRA premiums continuation coverage will be at Executive’s own expense.