Common use of Involuntary Termination without Cause/Constructive Termination during a Change in Control Protection Period Clause in Contracts

Involuntary Termination without Cause/Constructive Termination during a Change in Control Protection Period. If the Employee's employment termination qualifies under Section 9(a), but occurs during a Change in Control Protection Period, the Company shall pay to Employee (i) Employee's base Salary and accrued PTO through the date of Termination, paid within 30 days following the termination date and (ii) a pro-rata Annual Bonus (based upon target bonus and the days of employment in the calendar year of Termination), to be within 30 days following the termination date. Employee shall also be entitled to a severance payment equal to (iii) two times Employee's current Base Salary, (iv) two times Employee's average Annual Bonus paid to Employee in the prior three years (this bonus amount referred to as the "Severance Bonus") and (v) the COBRA Reimbursement (defined below). If an Employee’s first year bonus is to be included in the calculation of the Severance Bonus, and such bonus is pro-rated for the portion of the year the Employee was employed with the Company, then an annualized amount shall be used for the calculation. If an Employee has not participated in three bonus cycles, then the Severance Bonus will reflect the shorter period (or target if the Employee has not participated in any bonus cycles). Items (iii) and (iv) above shall be paid in a single lump sum within 30 days following the Date of Termination and the COBRA Reimbursement (item (v)) shall be paid as described below, but items (iii), (iv) and (v) are payable only if and to the extent an irrevocable and valid Release (as hereinafter defined), has been signed by the Employee on or before the 30th day following the Date of Termination.

Involuntary Termination without Cause/Constructive Termination during a Change in Control Protection Period. If the Employee's ’s employment termination qualifies under Section 9(a), but occurs during a Change in Control Protection Period, the Company shall pay to Employee (i) Employee's ’s base Salary and accrued PTO through the date of Termination, paid within 30 days following the termination date and (ii) a pro-rata Annual Bonus (based upon target bonus and the days of employment in the calendar year of Termination), to be within 30 days following the termination date. Employee shall also be entitled to a severance payment equal to (iii) two times Employee's ’s current Base Salary, (iv) two times Employee's ’s average Annual Bonus paid to Employee in the prior three years (this bonus amount referred to as the "“Severance Bonus"”) and (v) the COBRA Reimbursement (defined below). If an Employee’s first year bonus is to be included in the calculation of the Severance Bonus, and such bonus is pro-rated for the portion of the year the Employee was employed with the Company, then an annualized amount shall be used for the calculation. If an Employee has not participated in three bonus cycles, then the Severance Bonus will reflect the shorter period (or target if the Employee has not participated in any bonus cycles). Items (iii) and (iv) above shall be paid in a single lump sum within 30 days following the Date of Termination and the COBRA Reimbursement (item (v)) shall be paid as described below, but items (iii), (iv) and (v) are payable only if and to the extent an irrevocable and valid Release (as hereinafter defined), has been signed by the Employee on or before the 30th day following the Date of Termination.

Involuntary Termination without Cause/Constructive Termination during a Change in Control Protection Period. If the Employee's ’s employment termination qualifies under Section 9(a), but occurs during a Change in Control Protection Period, the Company shall pay to Employee (i) Employee's ’s base Salary and accrued PTO through the date of Termination, paid within 30 days following the termination date and (ii) a pro-rata Annual Bonus (based upon target bonus and the days of employment in the calendar year of Termination), to be within 30 days following the termination date. Employee shall also be entitled to a severance payment equal to (iii) two one times Employee's ’s current Base Salary, (iv) two one times Employee's ’s average Annual Bonus paid to Employee in the prior three years (this bonus amount referred to as the "“Severance Bonus"”) and (v) the COBRA Reimbursement (defined below). If an Employee’s first year bonus is to be included in the calculation of the Severance Bonus, and such bonus is pro-rated for the portion of the year the Employee was employed with the Company, then an annualized amount shall be used for the calculation. If an Employee has not participated in three bonus cycles, then the Severance Bonus will reflect the shorter period (or target if the Employee has not participated in any bonus cycles). Items (iii) and (iv) above shall be paid in a single lump sum within 30 days following the Date of Termination and the COBRA Reimbursement (item (v)) shall be paid as described below, but items (iii), (iv) and (v) are payable only if and to the extent an irrevocable and valid Release (as hereinafter defined), has been signed by the Employee on or before the 30th day following the Date of Termination.

Involuntary Termination without Cause/Constructive Termination during a Change in Control Protection Period. If the Employee's employment termination qualifies under Section 9(a), but occurs during a Change in Control Protection Period, the Company shall pay to Employee (i) Employee's base Salary and accrued PTO through the date of Termination, paid within 30 days following the termination date and (ii) a pro-rata Annual Bonus (based upon target bonus and the days of employment in the calendar year of Termination), to be within 30 days following the termination date. Employee shall also be entitled to a severance payment equal to (iii) two one times Employee's current Base Salary, (iv) two one times Employee's average Annual Bonus paid to Employee in the prior three years (this bonus amount referred to as the "Severance Bonus") and (v) the COBRA Reimbursement (defined below). If an Employee’s first year bonus is to be included in the calculation of the Severance Bonus, and such bonus is pro-rated for the portion of the year the Employee was employed with the Company, then an annualized amount shall be used for the calculation. If an Employee has not participated in three bonus cycles, then the Severance Bonus will reflect the shorter period (or target if the Employee has not participated in any bonus cycles). Items (iii) and (iv) above shall be paid in a single lump sum within 30 days following the Date of Termination and the COBRA Reimbursement (item (v)) shall be paid as described below, but items (iii), (iv) and (v) are payable only if and to the extent an irrevocable and valid Release (as hereinafter defined), has been signed by the Employee on or before the 30th day following the Date of Termination.

Involuntary Termination without Cause/Constructive Termination during a Change in Control Protection Period. If the Employee's employment ’s Employment termination qualifies under Section 9(ais for a reason other than those specified in 9(c)(i)-(v), but occurs during a Change in Control Protection Period, the Company shall pay to Employee (i) Employee's base ’s Base Salary and accrued but unused PTO through the date of Termination, paid in a single lump sum within 30 days following the termination date and (ii) a pro-rata Annual Bonus (based upon target bonus and the days of employment Employment in the calendar year of Termination), to be paid within 30 days following the termination date. Employee shall also be entitled to a severance payment equal to (iii) two one times Employee's ’s current Base Salary, (iv) two one times Employee's ’s average Annual Bonus paid to Employee in the prior three years (this bonus amount referred to as the "“Severance Bonus"”) and (v) the COBRA Reimbursement (defined below). If an Employee’s first year bonus is to be included in the calculation of the Severance Bonus, and such bonus is pro-rated for the portion of the year the Employee was employed with the Company, then an annualized amount shall be used for the calculation. If an Employee has not participated in three bonus cycles, then the Severance Bonus will reflect the shorter period (or target if the Employee has not participated in any bonus cycles). Items (iii) and (iv) above shall be paid in a single lump sum within 30 days following the Date of Termination and the COBRA Reimbursement (item (v)) shall be paid as described below, but items (iii), (iv) and (v) are payable only if and to the extent an irrevocable extent, and within 30 days after, a valid Release (as hereinafter defined), has been signed by the Employee on or before the 30th day following the Date of Terminationand become effective and irrevocable pursuant to its terms.