Common use of Payment upon Change of Control Termination Clause in Contracts

Payment upon Change of Control Termination. Subject to Sections 2.2 and 2.3, in the event of a Change of Control Termination: (a) The Company shall promptly pay Employee all accrued but unpaid Base Salary and all accrued but unused vacation time, each through the date of termination; and (b) The Company shall pay Employee the Severance Payment after the date of termination, which Severance Payment shall be payable in one lump-sum payment on the first payroll date that is 30 days after the date of such termination. Anything in this Agreement to the contrary notwithstanding, if at the time of Employee’s separation from service, Employee is determined by the Company to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any payment that Employee becomes entitled to under this Agreement would be considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (1) six months and one day after Employee’s separation from service, or (2) Employee’s death. The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party; and (c) Employee may elect to continue insurance coverage as afforded to Employee according to COBRA at no cost to the Employee during the Severance Period. Nothing in this Agreement will extend Employee’s COBRA period beyond the period allowed under COBRA, nor is Company assuming any responsibility for Employee’s election to continue coverage; and (d) The vesting of all Awards shall accelerate in full and all rights of repurchase of Award shares shall immediately lapse.

Payment upon Change of Control Termination. Subject to Sections 2.2 and 2.3, in the event of a Change of Control Termination: (a) The Company shall promptly pay Employee all accrued but unpaid Base Salary and all accrued but unused vacation time, each through the date of termination; and (b) The Company shall pay Employee the Severance Payment after the date of termination, which Severance Payment shall be payable in one lump-sum payment on the first payroll date that is 30 days after the date of such terminationtermination or expiration of the seven-day revocation period for the Release, if later. Anything in this Agreement to the contrary notwithstanding, if at the time of Employee’s separation from service, Employee is determined by the Company to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any payment that Employee becomes entitled to under this Agreement would be considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (1) six months and one day after Employee’s separation from service, or (2) Employee’s death. The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party; and (c) Employee may elect to continue insurance coverage as afforded to Employee according to COBRA at no cost to the Employee during the Severance Period. Nothing in this Agreement will extend Employee’s COBRA period beyond the period allowed under COBRA, nor is Company assuming any responsibility for Employee’s election to continue coverage; and (d) The vesting of all Awards shall accelerate in full and all rights of repurchase of Award shares shall immediately lapse.

Payment upon Change of Control Termination. Subject to Sections 2.2 and 2.3, in the event of a Change of Control Termination: (a) The Company shall promptly pay Employee all accrued but unpaid Base Salary and all accrued but unused vacation time, each through the date of termination, plus any annual cash bonus payment earned by Employee for the fiscal year preceding the year of termination to the extent unpaid at the time of termination; and (b) The Company shall pay Employee the Severance Payment after the date of termination, which Severance Payment shall be payable in one lump-sum payment on the first payroll date that is 30 days after the date of such termination. Anything in this Agreement to the contrary notwithstanding, if at the time of Employee’s separation from service, Employee is determined by the Company to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any payment that Employee becomes entitled to under this Agreement would be considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (1) six months and one day after Employee’s separation from service, or (2) Employee’s death. The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party; and (c) Employee may elect to continue insurance coverage as afforded to Employee according to COBRA, and, if such election is made, Employee shall be entitled to reimbursement of COBRA at no cost to coverage for 24 months following the Employee during end of the Severance Periodexisting coverage as an active employee. Nothing in this Agreement will extend Employee’s COBRA period beyond the period allowed under COBRA, nor is Company assuming any responsibility for Employee’s election to continue coverage. Notwithstanding the foregoing, the foregoing benefit can be provided, at the Company’s sole discretion, in the form of a lump sum taxable severance payment in lieu of the COBRA subsidy if the COBRA subsidy is found to be discriminatory pursuant to applicable law; and (d) The As of the date of termination, the vesting of all Awards shall accelerate in full and all rights of repurchase of Award shares shall immediately lapselapse with any performance-based vesting criteria deemed achieved at the target level of performance. (e) In the event of a Death or Disability Change of Control Termination, subject to Section 2.2 (which shall apply pursuant to this Section 2.1(e) only in the event of a termination due to Employee’s Disability) and Section 2.3, Employee shall receive the compensation stated in Sections 2.1(a) through (d) pursuant to the same terms and conditions stated therein; provided, however, that the Severance Payment shall be pro rated by a fraction, the numerator of which is the number of days elapsed from the date of the Change of Control (or the signing of an agreement the consummation of which will result in a Change of Control, if such death or termination occurs prior to the actual Change of Control) through the date of death or termination, as the case may be, and the denominator of which is 365.

Payment upon Change of Control Termination. Subject to Sections 2.2 and 2.3, in the event of a Change of Control Termination: (a) The Company shall promptly pay Employee all accrued but unpaid Base Salary and all accrued but unused vacation time, each through the date of termination; and (b) The Company shall pay Employee the Severance Payments immediately following the Deferred Payment after the date of terminationDate, which Severance Payment shall be payable in one lump-sum payment on the first payroll date that is 30 days after the date of such terminationas defined below. Anything in this Agreement to the contrary notwithstanding, if Since at the time of Employee’s separation from service, this Agreement Employee is determined by the Company to will be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any payment that Employee becomes entitled to under this Agreement would be considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (1) six months and one day after Employee’s separation from service, or (2) Employee’s death. The parties intend that this Agreement will be administered defined in accordance with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve one or more of the payments or benefits which may be paid pursuant to this Agreement would constitute deferred compensation subject to Section 409A, no such payment or benefit will be provided until the date (the “Deferred Payment Date”) which is the earliest of (A) the date which is six (6) months and a day after Employee’s “separation from service” for any reason, other than death or becoming “disabled” (as such terms are used in Section 409A(a)(2) of the Code), (B) the date of Employee’s death or on which Employee becomes “disabled” (as such term is used in Section 409A(a)(2)(C) of the Code), (C) the effective date of a “change in the ownership or effective control” of the Company (as such term is used in Section 409A(a)(2)(A)(v) of the Code) or (D) the date such payments or benefits provided hereunder are no longer deemed by the Code to be subject to penalty tax or interest. The provisions of this paragraph shall only apply to the extent required to avoid Employee’s incurrence of any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. In addition, if any provision of this Agreement would cause Employee to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company shall, upon the written request of Employee, reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code and without creating additional cost to either partyfor the Company; and (c) If Employee may elect elects to continue insurance coverage as afforded to Employee according to COBRA at no cost COBRA, the Company will reimburse Employee the amount of premiums incurred by Employee during the Severance Period. Section 409A of the Code would be applicable to the reimbursement of COBRA payments, then Employee during will pay COBRA premiums until the Deferred Payment Date and then the Company will reimburse Employee for all payments made by the Employee through such date. Thereafter, the Company will pay COBRA premiums on Employee’s behalf through the remainder of the Severance Period. Nothing in this Agreement will extend Employee’s COBRA period beyond the period allowed under COBRA, nor is Company assuming any responsibility for Employee’s election to continue coverage; and (d) The vesting of all Awards shall accelerate in full and all rights of repurchase of Award shares shall immediately lapse; and (e) The Employee shall also be entitled to receive any additional benefits provided for under the Employment Agreement in the event of a Change in Control or a Change in Control Termination.

Payment upon Change of Control Termination. Subject to Sections 2.2 and 2.3, in the event of a Change of Control Termination: (a) The Company shall promptly pay Employee all accrued but unpaid Base Salary and all accrued but unused vacation time, each through the date of termination; and (b) The Company shall pay Employee the Severance Payments immediately following the Deferred Payment after the date of terminationDate, which Severance Payment shall be payable in one lump-sum payment on the first payroll date that is 30 days after the date of such terminationas defined below. Anything in this Agreement to the contrary notwithstanding, if Since at the time of Employee’s separation from service, this Agreement Employee is determined by the Company to will be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any payment that Employee becomes entitled to under this Agreement would be considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (1) six months and one day after Employee’s separation from service, or (2) Employee’s death. The parties intend that this Agreement will be administered defined in accordance with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve one or more of the payments or benefits which may be paid pursuant to this Agreement would constitute deferred compensation subject to Section 409A, no such payment or benefit will be provided until the date (the “Deferred Payment Date”) which is the earliest of (A) the date which is six (6) months and a day after Employee’s “separation from service” for any reason, other than death or becoming “disabled” (as such terms are used in Section 409A(a)(2) of the Code), (B) the date of Employee’s death or on which Employee becomes “disabled” (as such term is used in Section 409A(a)(2)(C) of the Code), (C) the effective date of a “change in the ownership or effective control” of the Company (as such term is used in Section 409A(a)(2)(A)(v) of the Code) or (D) the date such payments or benefits provided hereunder are no longer deemed by the Code to be subject to penalty tax or interest. The provisions of this paragraph shall only apply to the extent required to avoid Employee’s incurrence of any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. In addition, if any provision of this Agreement would cause Employee to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company shall, upon the written request of Employee, reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code and without creating additional cost to either partyfor the Company; and (c) If Employee may elect elects to continue insurance coverage as afforded to Employee according to COBRA, the Company will reimburse Employee the amount of premiums incurred by Employee during the Severance Period. As a result of Section 409A of the Code, Employee will pay COBRA at no cost to premiums until the Deferred Payment Date and then Company reimburse Employee for all payments made by the Employee during through such date. Thereafter, the Company will pay COBRA premiums on Employee’s behalf through the remainder of the Severance Period. Nothing in this Agreement will extend Employee’s COBRA period beyond the period allowed under COBRA, nor is Company assuming any responsibility for Employee’s election to continue coverage; and (d) The vesting of all Awards shall accelerate in full and all rights of repurchase of Award shares shall immediately lapse; and (e) The Employee shall also be entitled to receive any additional benefits provided for under the Employment Agreement in the event of a Change in Control or a Change in Control Termination.

Payment upon Change of Control Termination. Subject to Sections 2.2 and 2.3, in the event of a Change of Control Termination: (a) The Company shall promptly pay Employee all accrued but unpaid Base Salary and all accrued but unused vacation time, each through the date of termination, plus any annual cash bonus payment earned by Employee for the fiscal year preceding the year of termination to the extent unpaid at the time of termination; and (b) The Company shall pay Employee the Severance Payment after the date of termination, which Severance Payment shall be payable in one lump-sum payment on the first payroll date that is 30 days after the date of such termination. Anything in this Agreement to the contrary notwithstanding, if at the time of Employee’s separation from service, Employee is determined by the Company to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any payment that Employee becomes entitled to under this Agreement would be considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (1) six months and one day after Employee’s separation from service, or (2) Employee’s death. The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party; and (c) Employee may elect to continue insurance coverage as afforded to Employee according to COBRA, and, if such election is made, Employee shall be entitled to reimbursement of COBRA at no cost to the Employee coverage during the Severance Period. Nothing in this Agreement will extend Employee’s COBRA period beyond the period allowed under COBRA, nor is Company assuming any responsibility for Employee’s election to continue coverage. Notwithstanding the foregoing, the foregoing benefit can be provided, at the Company’s sole discretion, in the form of a lump sum taxable severance payment in lieu of the COBRA subsidy if the COBRA subsidy is found to be discriminatory pursuant to applicable law; and (d) The As of the date of termination, the vesting of all Awards shall accelerate in full and all rights of repurchase of Award shares shall immediately lapselapse with any performance-based vesting criteria deemed achieved at the target level of performance. (e) In the event of a Death or Disability Change of Control Termination, subject to Section 2.2 (which shall apply pursuant to this Section 2.1(e) only in the event of a termination due to Employee’s Disability) and Section 2.3, Employee shall receive the compensation stated in Sections 2.1(a) through (d) pursuant to the same terms and conditions stated therein; provided, however, that the Severance Payment shall be pro rated by a fraction, the numerator of which is the number of days elapsed from the date of the Change of Control (or the signing of an agreement the consummation of which will result in a Change of Control, if such death or termination occurs prior to the actual Change of Control) through the date of death or termination, as the case may be, and the denominator of which is 365.

Payment upon Change of Control Termination. Subject to Sections 2.2 2(b) and 2.32(c), in the event of a Change of Control Termination: (ai) The Company shall promptly pay Employee all accrued but unpaid Base Salary and all accrued but unused vacation time, each through the date of termination; and (b) and The Company shall pay Employee the Severance Payment Payments after the date of termination, which Severance Payment shall be payable in one lump-sum payment on the first payroll date that is 30 days after the date of such terminationtermination as defined below. Anything in this Agreement to the contrary notwithstanding, if Since at the time of Employee’s separation from service, this Agreement Employee is determined by the Company to will be a “specified employee” within as defined in Section 409A of the meaning Internal Revenue Code (the “Code”) and one or more of the payments or benefits which may be paid pursuant to this Agreement would constitute deferred compensation subject to Section 409A(a)(2)(B)(i409A, no such payment or benefit will be provided until the date (the “Deferred Payment Date”) which is the earliest of (A) the date which is six (6) months and a day after Employee’s “separation from service” for any reason, other than death or becoming “disabled” (as such terms are used in Section 409A(a)(2) of the Code), and if any payment that (B) the date of Employee’s death or on which Employee becomes entitled to under this Agreement would be considered deferred compensation subject to interest and additional tax imposed pursuant to “disabled” (as such term is used in Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i409A(a)(2)(C) of the Code), then (C) the effective date of a “change in the ownership or effective control” of the Company (as such term is used in Section 409A(a)(2)(A)(v) of the Code) or (D) the date such payments or benefits are no such payment longer deemed by the Code to be subject to penalty tax or interest. The provisions of this paragraph shall be payable prior only apply to the date that is the earlier of (1) six months and one day after extent required to avoid Employee’s separation from service, incurrence of any penalty tax or (2) Employee’s death. The parties intend that this Agreement will be administered in accordance with interest under Section 409A of the CodeCode or any regulations or Treasury guidance promulgated thereunder. The parties agree that In addition, if any provision of this Agreement may be amendedwould cause Employee to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, as reasonably requested by either partythe Company shall, and as may be necessary upon the written request of Employee, reform such provision to fully comply with maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without creating additional cost to either party; andfor the Company. (cii) If Employee may elect elects to continue insurance coverage as afforded to Employee according to COBRA, the Company will reimburse Employee the amount of premiums incurred by Employee during the Severance Period. As a result of Section 409A of the Code, Employee will pay COBRA at no cost to premiums until the Deferred Payment Date and then Company reimburse Employee for all payments made by the Employee during through such date. Thereafter, the Company will pay COBRA premiums on Employee’s behalf through the remainder of the Severance Period. Nothing in this Agreement will extend Employee’s COBRA period beyond the period allowed under COBRA, nor is Company assuming any responsibility for Employee’s election to continue coverage; and (diii) The vesting of all Awards shall accelerate in full and all rights of repurchase of Award shares shall immediately lapse. (iv) The Employee shall also be entitled to receive any additional benefits provided for under the Employment Agreement in the event of a Change in Control or a Change in Control Termination.

Payment upon Change of Control Termination. Subject to Sections 2.2 and 2.3, in the event of a Change of Control Termination: (a) The Company shall promptly pay Employee all accrued but unpaid Base Salary and all accrued but unused vacation time, each through the date of termination; and (b) The Company shall pay Employee the Severance Payment after the date of termination, which Severance Payment shall be payable in one lump-sum payment on the first payroll date that is 30 days after the date of such termination. Anything in this Agreement to the contrary notwithstanding, if at the time of Employee’s separation from service, Employee is determined by the Company to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any payment that Employee becomes entitled to under this Agreement would be considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (1) six months and one day after Employee’s separation from service, or (2) Employee’s death. The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party; and (c) Employee may elect to continue insurance coverage as afforded to Employee according to COBRA at no cost to the Employee during the Severance Period. Nothing in this Agreement will extend Employee’s COBRA period beyond the period allowed under COBRA, nor is Company assuming any responsibility for Employee’s election to continue coverage; and (d) The vesting of all Awards shall accelerate in full and all rights of repurchase of Award shares shall immediately lapse. (e) In the event of a Disability Change of Control Termination, subject to Section 2.2 (which shall apply pursuant to this Section 2.1(e) only in the event of a termination due to Employee’s Disability) and Section 2.3, Employee shall receive the compensation stated in Sections 2.1(a) through (d) pursuant to the same terms and conditions stated therein; provided, however, that the Severance Payment shall be pro rated by a fraction, the numerator of which is the number of days elapsed from the date of the Change of Control (or the signing of an agreement the consummation of which will result in a Change of Control, if such death or termination occurs prior to the actual Change of Control) through the date of death or termination, as the case may be, and the denominator of which is 365.