Common use of Involuntary Termination other than for Cause Clause in Contracts

Involuntary Termination other than for Cause. Constructive Termination or Voluntary Termination for Good Reason, or Non-Renewal by the Company, Upon a Change in Control. In the event that (1) the Company terminates this Agreement pursuant to Section 6(d) hereof, (2) the Employee terminates this Agreement Following Constructive Termination under Section 7(b) hereof or for Good Reason under Section 8 hereof, or (3) there is a Non-Renewal by the Company, and in each case the termination of employment or Non-Renewal occurs within eighteen (18) months following the consummation of a Change in Control of the Company, then, in addition to the Accrued Obligations: (i) the Company shall pay the Employee two (2) times the sum of (A) the Employee's Base Salary at the time of his termination of employment plus (B) the amount equal to the Employee's bonus target under the Bonus Plan as determined by the Company for the year in which the termination of employment occurs. The Company shall also pay the Employee a pro-rata annual bonus for the year in which such termination of employment occurs, calculated by multiplying the Employee's target annual bonus by a fraction, the numerator of which is the number of days the Employee was employed during such year and the denominator of which is 365. Subject to Section 9(g), such amounts will be paid to the Employee sixty (60) days after such Separation from Service in a cash lump sum; and the Company shall provide the Employee with the Health Continuation Benefits; provided that all such payments shall comply with the reimbursement rules of Treasury Regulations Sections 1.409A-1(b)(9)(v) or 1.409A- 3(i)(1)(iv); (ii) all equity awards for which the vesting schedule is based solely on the passage of time and continuation of employment ("Time-Vesting Equity Awards") previously granted to the Employee under the Equity Plan shall fully and immediately vest and become exercisable immediately prior to such termination of employment and shall remain exercisable for such periods as provided under the terms of the Equity Plan and any individual award agreements under which such equity awards were granted; and (iii) all equity awards, other than the Time-Vesting Equity Awards, previously earned by and granted to the Employee shall fully and immediately vest and become exercisable immediately prior to such termination of employment and shall remain exercisable for such periods as provided under the terms of the Equity Plan and any individual award agreements under which such equity awards were granted. All other non-time vesting awards previously granted to the Employee, but not earned as of the date of termination of employment, will vest, if at all, as determined in good faith by the Board of Directors based upon the achievement of performance conditions by the Employee and the Company.

Involuntary Termination other than for Cause. Voluntary Termination Following Constructive Termination or Voluntary Termination for Good Reason, or Non-Renewal by the Company, Upon a Change in Control. In the event that (1) the Company terminates this Agreement pursuant to Section 6(d) hereof, (2) the Employee terminates this Agreement Following Constructive Termination under Section 7(b) hereof or for Good Reason under Section 8 hereof, or (3) there is a Non-Renewal by the Company, and in each case the termination of employment or Non-Renewal occurs within eighteen (18) months following the consummation of a Change in Control of the Company, then, in addition to the Accrued Obligations: (i) the Company shall pay the Employee two (2) times the sum of (A) the Employee's ’s Base Salary at the time of his termination of employment plus (B) the amount equal to the Employee's ’s bonus target under the Bonus Plan as determined by the Company for the year in which the termination of employment occurs. The Company shall also pay the Employee a pro-rata annual bonus for the year in which such termination of employment occurs, calculated by multiplying the Employee's ’s target annual bonus by a fraction, the numerator of which is the number of days the Employee was employed during such year and the denominator of which is 365. Subject to Section 9(g), such amounts will be paid to the Employee sixty (60) days after such Separation from Service in a cash lump sum; and the Company shall provide the Employee with the Health Continuation Benefits; provided that all such payments shall comply with the reimbursement rules of Treasury Regulations Sections 1.409A-1(b)(9)(v) or 1.409A- 3(i)(1)(iv1.409A-3(i)(1)(iv); (ii) all equity awards for which the vesting schedule is based solely on the passage of time and continuation of employment ("“Time-Vesting Equity Awards"”) previously granted to the Employee under the Equity Plan shall fully and immediately vest and become exercisable immediately prior to such termination of employment and shall remain exercisable for such periods as provided under the terms of the Equity Plan and any individual award agreements under which such equity awards were granted; and (iii) all equity awards, other than the Time-Vesting Equity Awards, previously earned by and granted to the Employee shall fully and immediately vest and become exercisable immediately prior to such termination of employment and shall remain exercisable for such periods as provided under the terms of the Equity Plan and any individual award agreements under which such equity awards were granted. All other non-time vesting awards previously granted to the Employee, but not earned as of the date of termination of employment, will vest, if at all, as determined in good faith by the Board of Directors based upon the achievement of performance conditions by the Employee and the Company.

Involuntary Termination other than for Cause. Voluntary Termination Following Constructive Termination or Voluntary Termination for Good Reason, or Non-Renewal by the Company, Upon a Change in Control. In the event that (1) the Company terminates this Agreement the Employee’s employment pursuant to Section 6(d) hereof, (2) the Employee terminates this Agreement Following Employee’s employment following a Constructive Termination under Section 7(b) hereof or for Good Reason under Section 8 hereof, or (3) there is a Non-Renewal by the Company, and in each case the termination of employment or Non-Renewal occurs within eighteen (18) months following the consummation of a Change in Control of the Company, then, in addition to the Accrued Obligations: (i) the Company shall pay the Employee two (2) times the sum of (A) the Employee's ’s Base Salary at the time of his Employee’s termination of employment plus (B) the amount equal to the Employee's ’s target annual bonus target under the Bonus Plan as determined by the Company for the year in which the termination of employment occurs. The Company also shall also pay the Employee a pro-rata annual bonus for the year in which such termination of employment occurs, calculated by multiplying the Employee's ’s target annual bonus by a fraction, the numerator of which is the number of days the Employee was employed during such year and the denominator of which is 365. Subject to Section 9(g), such amounts will be paid to the Employee sixty as provided in Section 9(e) below; (60ii) days after such Separation from Service in a cash lump sum; and the Company shall provide the Employee with the Health Continuation Benefits; Benefit Payment. Subject to Section 9(g), such amounts will be paid to the Employee as provided that all such payments shall comply with the reimbursement rules of Treasury Regulations Sections 1.409A-1(b)(9)(vin Section 9(e) or 1.409A- 3(i)(1)(iv)below; (iiiii) all equity awards for which the vesting schedule is based solely on the passage of time and continuation of employment ("Time-Vesting Equity Awards") Awards previously granted to the Employee under the Equity Plan shall fully and immediately vest and become exercisable immediately prior to such termination of employment and shall remain exercisable for such periods as provided under the terms of the Equity Plan and any individual award agreements under which such equity awards were granted; and (iiiiv) all equity awards, other than the Time-Vesting Equity Awards, previously granted to and earned by and granted to the Employee shall fully and immediately vest and become exercisable immediately prior to such termination of employment and shall remain exercisable for such periods as provided under the terms of the Equity Plan and any individual award agreements under which such equity awards were granted. All other non-time vesting Time Vesting awards previously granted to the Employee, but not earned as of the date of termination of employment, will vest, if at all, as determined in good faith by the Board of Directors based upon the achievement of performance conditions by the Employee and the Company.

Involuntary Termination other than for Cause. Voluntary Termination Following Constructive Termination or Voluntary Termination for Good Reason, or Non-Renewal by the Company, Upon a Change in Control. In the event that (1) the Company terminates this Agreement pursuant to Section 6(d) hereof, (2) the Employee terminates this Agreement Following Constructive Termination under Section 7(b) hereof or for Good Reason under Section 8 hereof, or (3) there is a Non-Renewal by the Company, and in each case the termination of employment or Non-Renewal occurs within eighteen (18) months following the consummation of a Change in Control of the Company, then, in addition to the Accrued Obligations: (i) the Company shall pay the Employee two three (23) times the amount equal to the sum of (A) the Employee's ’s Base Salary at the time of his termination of employment plus (B) the greater of (I) the average bonus received by the Employee from the Company for the two years preceding the year in which his termination of employment occurs or (II) the amount equal to the Employee's ’s bonus target under the Bonus Plan as determined by the Company for the year in which the termination of employment occurs. The Company shall also pay the Employee a pro-rata annual bonus for the year in which such termination of employment occurs, calculated by multiplying the Employee's target annual bonus by a fraction, the numerator of which is the number of days the Employee was employed during such year and the denominator of which is 365. Subject to Section 9(g), such amounts will be paid to the Employee sixty (60) days after such Separation from Service in a cash lump sum; and the Company shall provide the Employee with the Health Continuation Benefits; provided that all such payments shall comply with the reimbursement rules of Treasury Regulations Sections 1.409A-1(b)(9)(v) or 1.409A- 3(i)(1)(iv1.409A-3(i)(1)(iv); (ii) all equity awards for which the vesting schedule is based solely on the passage of time and continuation of employment ("“Time-Vesting Equity Awards"”) previously granted to the Employee under the Equity Plan shall fully and immediately vest and become exercisable immediately prior to such termination of employment and shall remain exercisable for such periods as provided under the terms of the Equity Plan and any individual award agreements under which such equity awards were granted; and (iii) all equity awards, other than the Time-Vesting Equity Awards, previously earned by and granted to the Employee shall fully and immediately vest and become exercisable immediately prior to such termination of employment and shall remain exercisable for such periods as provided under the terms of the Equity Plan and any individual award agreements under which such equity awards were granted. All other non-time vesting awards previously granted to the Employee, but not earned as of the date of termination of employment, will vest, if at all, as determined in good faith by the Board of Directors based upon the achievement of performance conditions by the Employee and the Company.

Involuntary Termination other than for Cause. Voluntary Termination Following Constructive Termination or Voluntary Termination for Good Reason, or Non-Renewal by the Company, Upon a Change in Control. In the event that (1) the Company terminates this Agreement pursuant to Section 6(d) hereof, (2) the Employee terminates this Agreement Following Constructive Termination under Section 7(b) hereof or for Good Reason under Section 8 hereof, or (3) there is a Non-Renewal by the Company, and in each case the termination of employment or Non-Renewal occurs within eighteen (18) months following the consummation of a Change in Control of the Company, then, in addition to the Accrued Obligations: (i) the Company shall pay the Employee two (2) times the sum of (A) the Employee's ’s Base Salary at the time of his her termination of employment plus (B) the amount equal to the Employee's ’s bonus target under the Bonus Plan as determined by the Company for the year in which the termination of employment occurs. The Company shall also pay the Employee a pro-rata annual bonus for the year in which such termination of employment occurs, calculated by multiplying the Employee's ’s target annual bonus by a fraction, the numerator of which is the number of days the Employee was employed during such year and the denominator of which is 365. Subject to Section 9(g), such amounts will be paid to the Employee sixty (60) days after such Separation from Service in a cash lump sum; and the Company shall provide the Employee with the Health Continuation Benefits; provided that all such payments shall comply with the reimbursement rules of Treasury Regulations Sections 1.409A-1(b)(9)(v) or 1.409A- 3(i)(1)(iv1.409A-3(i)(1)(iv); (ii) all equity awards for which the vesting schedule is based solely on the passage of time and continuation of employment ("“Time-Vesting Equity Awards"”) previously granted to the Employee under the Equity Plan shall fully and immediately vest and become exercisable immediately prior to such termination of employment and shall remain exercisable for such periods as provided under the terms of the Equity Plan and any individual award agreements under which such equity awards were granted; and (iii) all equity awards, other than the Time-Vesting Equity Awards, previously earned by and granted to the Employee shall fully and immediately vest and become exercisable immediately prior to such termination of employment and shall remain exercisable for such periods as provided under the terms of the Equity Plan and any individual award agreements under which such equity awards were granted. All other non-time vesting awards previously granted to the Employee, but not earned as of the date of termination of employment, will vest, if at all, as determined in good faith by the Board of Directors based upon the achievement of performance conditions by the Employee and the Company.

Involuntary Termination other than for Cause. Voluntary Termination Following Constructive Termination or Voluntary Termination for Good Reason, or Non-Renewal by the Company, Upon a Change in Control. In the event that (1) the Company terminates this Agreement pursuant to Section 6(d) hereof, (2) the Employee terminates this Agreement Following Constructive Termination under Section 7(b) hereof or for Good Reason under Section 8 hereof, or (3) there is a Non-Renewal by the Company, and in each case the termination of employment or Non-Renewal occurs within eighteen (18) months following the consummation of a Change in Control of the CompanyControl, then, in addition to the Accrued Obligations: (i) the Company shall pay the Employee two three (23) times the amount equal to the sum of (A) the Employee's ’s Base Salary at the time of his termination of employment plus (B) the greater of (I) the average bonus received by the Employee from the Company for the two years preceding the year in which his termination of employment occurs or (II) the amount equal to the Employee's ’s bonus target under the Bonus Plan as determined by the Company for the year in which the termination of employment occurs. The Company shall also pay the Employee a pro-rata annual bonus for the year in which such termination of employment occurs, calculated by multiplying the Employee's ’s target annual bonus by a fraction, the numerator of which is the number of days the Employee was employed during such year and the denominator of which is 365. Subject to Section 9(g), such amounts will be paid to the Employee sixty (60) days after such Separation from Service in a cash lump sum; and the Company shall provide the Employee with the Health Continuation Benefits; provided that all such payments shall comply with the reimbursement rules of Treasury Regulations Sections 1.409A-1(b)(9)(v) or 1.409A- 3(i)(1)(iv1.409A-3(i)(1)(iv); (ii) all equity awards for which the vesting schedule is based solely on the passage of time and continuation of employment ("Time-Vesting Equity Awards") Awards previously granted to the Employee under the Equity Plan shall fully and immediately vest and become exercisable immediately prior to such termination of employment and shall remain exercisable for such periods as provided under the terms of the Equity Plan and any individual award agreements under which such equity awards were granted; and (iii) all equity awards, other than the Time-Vesting Equity Awards, previously that have been granted to and earned by and granted to the Employee as of the Separation Date shall fully and immediately vest and become exercisable immediately prior to such termination of employment and shall remain exercisable for such periods as provided under the terms of the Equity Plan and any individual award agreements under which such equity awards were granted. All other non-time vesting Time Vesting awards previously granted to the Employee, but not earned as of the date of termination of employment, will vest, if at all, as determined in good faith by the Board of Directors based upon the achievement of performance conditions by the Employee and the Company.