Common use of Months Following a Change of Control Clause in Contracts

Months Following a Change of Control. If the Company terminates Executive’s employment without Cause (defined herein) or Executive resigns his employment for Good Reason (defined herein) within twelve (12) months following a Change of Control, Executive shall receive the following severance benefits from the Company (collectively, the “Severance Benefits”): (i) Executive will continue to receive his annual base salary in effect as of the termination effective date (or, if Executive resigns his employment pursuant to Section 3(d)(ii), he will receive payments equal to his base salary in effect prior to the reduction in his compensation leading to his resignation), subject to standard payroll deductions and withholdings, on the Company’s standard payroll dates for the period from the termination effective date and continuing for twenty-four (24) months thereafter, provided that in order to continue receiving such salary Executive shall not compete with, solicit employees of, or otherwise interfere with the employment relationships of the Company; (ii) the unvested portions of any and all of Executive’s stock option grants or other equity grants will be subject to accelerated vesting such that all of the shares will immediately vest and become fully exercisable as of the termination effective date; and (iii) if Executive timely elects to continue his Company-provided group health insurance coverage pursuant to federal COBRA law, the Company will reimburse him for the cost of his COBRA premiums to continue his health insurance coverage for him and his dependents (if applicable) for eighteen (18) months following the termination effective date. All severance provisions provided in this Agreement are subject to the parties entering into a final separation agreement containing the Company’s standard form of release of claims in favor of the Company (attached to the Amendment to Key Employee Agreement on Exhibit D) and other standard provisions, including without limitation, those relating to non-disparagement and confidentiality.” Sincerely /s/ Xxxxxxx Xxxxxxxxxx Xxxx Xxxxxxxx Xxxxxxx X. Xxxxxxxxxx Xxxx X. Xxxxxxxx Senior Vice President of Legal Affairs Date Date

Months Following a Change of Control. If the Company terminates Executive’s employment without Cause (defined herein) or Executive resigns his employment for Good Reason (defined herein) within twelve (12) months following a Change of Control, Executive shall receive the following severance benefits from the Company (collectively, the “Severance Benefits”): (i) Executive will continue to receive his annual base salary in effect as of the termination effective date (or, if Executive resigns his employment pursuant to Section 3(d)(ii3(f)(ii), he will receive payments equal to his base salary in effect prior to the reduction in his compensation leading to his resignation), subject to standard payroll deductions and withholdings, on the Company’s standard payroll dates for the period from the termination effective date and continuing for twenty-four twelve (2412) months thereafter, provided that in order to continue receiving such salary Executive shall not compete with, solicit employees of, or otherwise interfere with the employment relationships of the Company; (ii) the unvested portions of any and all of Executive’s stock option grants or other equity grants will be subject to accelerated vesting such that all the number of shares that would have vested if Executive’s employment continued for twelve (12) months following the shares termination date will immediately vest and become fully exercisable as of the termination effective date; and (iii) if Executive timely elects to continue his Company-provided group health insurance coverage pursuant to federal COBRA law, the Company will reimburse him for the cost of his COBRA premiums to continue his health insurance coverage for him and his dependents (if applicable) for eighteen (18) months following the termination effective date. All severance provisions provided in this Agreement are subject to the parties entering into a final separation agreement containing the Company’s standard form of release of claims in favor of the Company (attached to the Amendment to Key Employee Agreement on Exhibit D) and other standard provisions, including without limitation, those relating to non-disparagement and confidentiality.” Sincerely /s/ Xxxxxxx Xxxxxxxxxx Xxxx Xxxxxxxx Xxxxxxx X. Xxxxxxxxxx Xxxx X. Xxxxxxxx Senior Vice President of Legal Affairs Date Date”

Months Following a Change of Control. If the Company terminates Executive’s employment without Cause (defined herein) or Executive resigns his employment for Good Reason (defined herein) within twelve (12) months following a Change of Control, Executive shall receive the following severance benefits from the Company (collectively, the “Severance Benefits”): (i) Executive will continue to receive his annual base salary in effect as of the termination effective date (or, if Executive resigns his employment pursuant to Section 3(d)(ii), he will receive payments equal to his base salary in effect prior to the reduction in his compensation leading to his resignation), subject to standard payroll deductions and withholdings, on the Company’s standard payroll dates for the period from the termination effective date and continuing for twenty-four twelve (2412) months thereafter, provided that in order to continue receiving such salary Executive shall not compete with, solicit employees of, or otherwise interfere with the employment relationships of the Company; (ii) the unvested portions of any and all of Executive’s stock option grants or other equity grants will be subject to accelerated vesting such that all the number of shares that would have vested if Executive’s employment continued for twelve (12) months following the shares termination date will immediately vest and become fully exercisable as of the termination effective date; (iii) subject to Section 3(c) of the Restricted Stock Purchase Agreement with respect to the nonoccurrence of the Financing Event, the Company’s right of repurchase shall lapse as to all Founders’ Shares and (iiiiv) if Executive timely elects to continue his Company-provided group health insurance coverage pursuant to federal COBRA law, the Company will reimburse him for the cost of his COBRA premiums to continue his health insurance coverage for him and his dependents (if applicable) for eighteen (18) months following the termination effective date. All severance provisions provided in this Agreement are subject to the parties entering into a final separation agreement containing the Company’s standard form of release of claims in favor of the Company (attached to the Amendment to Key Employee Agreement on Exhibit D) and other standard provisions, including without limitation, those relating to non-disparagement and confidentiality.” Sincerely /s/ Xxxxxxx Xxxxxxxxxx Xxxx Xxxxxxxx Xxxxxxx X. Xxxxxxxxxx Xxxx X. Xxxxxxxx Senior Vice President of Legal Affairs Date Date”

Months Following a Change of Control. If the Company terminates Executive’s employment without Cause (defined herein) or Executive resigns his employment for Good Reason (defined herein) within twelve (12) months following a Change of Control, Executive shall receive the following severance benefits from the Company (collectively, the “Severance Benefits”): (i) Executive will continue to receive his annual base salary in effect as of the termination effective date (or, if Executive resigns his employment pursuant to Section 3(d)(ii3(f)(ii), he will receive payments equal to his base salary in effect prior to the reduction in his compensation leading to his resignation), subject to standard payroll deductions and withholdings, on the Company’s standard payroll dates for the period from the termination effective date and continuing for twenty-four twelve (2412) months thereafter, provided that in order to continue receiving such salary Executive shall not compete with, solicit employees of, or otherwise interfere with the employment relationships of the Company; (ii) the unvested portions of any and all of Executive’s stock option grants or other equity grants will be subject to accelerated vesting such that all of the shares will immediately vest and become fully exercisable as of the termination effective date; and (iii) if Executive timely elects to continue his Company-provided group health insurance coverage pursuant to federal COBRA law, the Company will reimburse him for the cost of his COBRA premiums to continue his health insurance coverage for him and his dependents (if applicable) for eighteen (18) months following the termination effective date. All severance provisions provided in this Agreement are subject to the parties entering into a final separation agreement containing the Company’s standard form of release of claims in favor of the Company (attached to the Amendment to Key Employee Agreement on Exhibit D) and other standard provisions, including without limitation, those relating to non-disparagement and confidentiality.” Sincerely /s/ Xxxxxxx Xxxxxxxxxx Xxxx Xxxxxxxx Xxxxxxx X. Xxxxxxxxxx /s/ Xxxx Xxxxx Xxxx X. Xxxxxxxx Senior Vice Xxxx X. Xxxxx President of Legal Affairs and Chief Executive Officer 23 February, 2005 23 February, 2005 Date Date