Common use of Payments Due Upon Termination Without Cause by the Company or for Good Reason by Executive After a Change in Control Clause in Contracts

Payments Due Upon Termination Without Cause by the Company or for Good Reason by Executive After a Change in Control. In lieu of the payments due under Section 5(b) above, in the event the Company terminates Executive’s employment without “Cause” pursuant to Section 4(e) above or if Executive terminates Executive’s employment for “Good Reason” pursuant to Section 4(b) above, but only in each case within 12 months following a Change in Control as defined in Section 6 below, the Company shall have no obligation to Executive, except: (i) the Company shall pay Executive any Accrued Compensation; (ii) the Company shall pay Executive an amount equal to two (2) times Executive’s then current annual Base Salary, and two (2) times the bonus Executive received in the 365-day period prior to the effective date of Executive’s termination, if any. Subject to Section 5(f), such amount shall be paid in a lump sum, to the extent a Section 409A Change in Control has occurred contemporaneously with the Change in Control (or anytime in the two calendar years prior to the effective date of Executive’s termination), no later than 30 days after the effective date of Executive’s termination, or to the extent a Section 409A Change in Control has not occurred during such period, it shall be paid in 24 equal monthly installments commencing one month after the effective date of Executive’s termination; (iii) Executive shall continue to be covered under the Company’s group health plan pursuant to Section 3(e)(i) above, including any spousal and dependant coverage, at active employee rates, for two (2) years after the effective date of Executive’s termination, and, thereafter, Executive shall be eligible to exercise his rights to COBRA continuation coverage with respect to such group health plan for Executive, and, where applicable, Executive’s spouse and eligible dependents, at Executive’s expense; and (iv) all of Executive’s outstanding Equity Awards, if any, shall immediately vest upon the effective date of Executive’s termination to the extent not already vested, and Executive shall have at least 90 days to exercise any Equity Award that is subject to being exercised.

Payments Due Upon Termination Without Cause by the Company or for Good Reason by Executive After a Change in Control. In lieu of the payments and other benefits due under Section 5(b) aboveany other severance policy maintained by or on behalf of the Company in which Executive is otherwise entitled to participate, in the event the Company terminates Executive’s employment without “Cause” pursuant to Section 4(e) above or if the Executive terminates Executive’s employment for “Good Reason” pursuant to Section 4(b) above”, but only in each case within 12 months one year following a Change in Control as defined in Section 6 belowControl, the Company shall have no obligation to Executive, except: : (i) the Company shall pay Executive any Accrued Compensation; ; (ii) the Company shall pay Executive (x) an amount equal to two (2) one times Executive’s then current annual Base Salarybase salary, and two (2y) times the bonus Executive received in the 365-day period prior an amount equal to the effective date greater of (A) Executive’s termination, if anytarget annual incentive bonus with respect to the year in which Executive’s termination occurs or (B) the annual incentive bonus most recently paid to Executive. Subject to Section 5(f3(b), such amount amounts shall be paid in a lump sum, to the extent a Section 409A Change in Control has occurred contemporaneously with the Change in Control (or anytime in the two calendar years year prior to the effective date of Executive’s termination), ) no later than 30 days after the effective date of Executive’s termination, or to the extent a Section 409A Change in Control has not occurred during such period, it they shall be paid in 24 twelve equal monthly installments commencing one month after the effective date of Executive’s termination; ; (iii) Executive shall continue to be covered under the Company’s group health plan pursuant to Section 3(e)(i) aboveas set forth in the definition of “Benefit Plans”, including any spousal and dependant dependent coverage, at active employee rates, for two (2) years twelve months after the effective date of Executive’s terminationtermination (which coverage may result in imputed income), and, thereafter, Executive shall be eligible to exercise his Executive’s rights to COBRA continuation coverage with respect to such group health plan for Executive, and, where applicable, Executive’s spouse and eligible dependents, at Executive’s expense; and and (iv) all of Executive’s outstanding Equity Awards, if any, shall immediately vest upon the effective date of Executive’s termination to the extent not already vested, and Executive shall have at least 90 until the earlier of (A) ninety (90) days to exercise any Equity Award that is subject to being exercised.following the

Payments Due Upon Termination Without Cause by the Company or for Good Reason by Executive After a Change in Control. In lieu of the payments and other benefits due under Section 5(b) aboveany other severance policy maintained by the Company in which Executive is otherwise entitled to participate, in the event the Company terminates Executive’s employment without “Cause” pursuant to Section 4(e) above or if the Executive terminates Executive’s employment for “Good Reason” pursuant to Section 4(b) above”, but only in each case within 12 months one year following a Change in Control as defined in Section 6 belowControl, the Company shall have no obligation to Executive, except: (i) the Company shall pay Executive any Accrued Compensation; (ii) the Company shall pay Executive (x) an amount equal to two (2) one and one-half times Executive’s then current annual Base Salarybase salary, and two (2y) times an amount equal to the bonus Executive received in the 365-day period prior to the effective date of Executive’s termination, if any, or, in the event Executive was not a participant in the Company’s annual incentive bonus plan for the most recent full fiscal year prior to the occurrence of the Change in Control, an amount equal to Executive’s target bonus for the fiscal year in which the Change in Control occurs. Subject to Section 5(f3(b), such amount amounts shall be paid in a lump sum, to the extent a they may be so paid without triggering taxes and other penalties under Code Section 409A Change in Control has occurred contemporaneously with the Change in Control (or anytime in the two calendar years prior to the effective date of Executive’s termination), no later than 30 days after the effective date of Executive’s termination, or to the extent such amounts cannot be paid in a Section 409A Change in Control has not occurred during such periodlump sum, it they shall be paid in 24 eighteen equal monthly installments commencing one month after the effective date of Executive’s termination; (iii) Executive shall continue to be covered under the Company’s group health plan pursuant to Section 3(e)(i) aboveas set forth in the definition of “Benefit Plans”, including any spousal and dependant dependent coverage, at active employee rates, for two (2) years eighteen months after the effective date of Executive’s termination, and, thereafter, Executive shall be eligible to exercise his Executive’s rights to COBRA continuation coverage with respect to such group health plan for Executive, and, where applicable, Executive’s spouse and eligible dependents, at Executive’s expense; and (iv) all of Executive’s outstanding Equity Awards, if any, shall immediately vest upon the effective date of Executive’s termination to the extent not already vested, and Executive shall have at least 90 days to exercise any Equity Award that is subject to being exercised.

Payments Due Upon Termination Without Cause by the Company or for Good Reason by Executive After a Change in Control. In lieu of the payments due under Section 5(b) above, in the event the Company terminates Executive’s employment without “Cause” pursuant to Section 4(e) above or if Executive terminates Executive’s employment for “Good Reason” pursuant to Section 4(b) above, but only in each case within 12 months following a Change in Control as defined in Section 6 7 below, the Company shall have no obligation to Executive, except: (i) the Company shall pay Executive any Accrued Compensation; (ii) the Company shall pay Executive an amount equal to two (2) times Executive’s then current annual Base Salary, and two (2) times the bonus Executive received in the 365-day period prior to the effective date of Executive’s termination, if any. Subject to Section 5(f5(g), such amount shall be paid in a lump sum, to the extent a it may be so paid without triggering taxes and other penalties under Code Section 409A Change in Control has occurred contemporaneously with the Change in Control (or anytime in the two calendar years prior to the effective date of Executive’s termination)409A, no later than 30 days after the effective date of Executive’s termination, or to the extent such amount cannot be paid in a Section 409A Change in Control has not occurred during such periodlump sum, it shall be paid in 24 equal monthly installments commencing one month after the effective date of Executive’s termination; (iii) Executive shall continue to be covered under the Company’s group health plan pursuant to Section 3(e)(i) above, including any spousal and dependant coverage, at active employee rates, for two (2) years after the effective date of Executive’s termination, and, thereafter, Executive shall be eligible to exercise his rights to COBRA continuation coverage with respect to such group health plan for Executive, and, where applicable, Executive’s spouse and eligible dependents, at Executive’s expense; and (iv) all of Executive’s outstanding Equity Awards, if any, shall immediately vest upon the effective date of Executive’s termination to the extent not already vested, and Executive shall have at least 90 days to exercise any Equity Award that is subject to being exercised.

Payments Due Upon Termination Without Cause by the Company or for Good Reason by Executive After a Change in Control. In lieu of the payments due under Section 5(b) above, in the event the Company terminates Executive’s employment without “Cause” pursuant to Section 4(e) above or if Executive terminates Executive’s employment for “Good Reason” pursuant to Section 4(b) above, but only in each case within 12 24 months following a Change in Control as defined in Section 6 below, the Company shall have no obligation to Executive, except: (i) the Company shall pay Executive any Accrued Compensation; (ii) the Company shall pay Executive an amount equal to two (2) times Executive’s then current annual Base Salary, and two (2) times the bonus Executive received in the 365-day period prior to the effective date higher of Executive’s target bonus with respect to the year in which Executive’s termination occurs or the actual bonus for the prior year (or, if the target bonus for such year has not been established as of the date of termination, if anytwo (2) times the higher of the target bonus or the actual bonus for the prior year). Subject to Section 5(f), such amount shall be paid in a lump sum, to the extent a Section 409A Change in Control has occurred contemporaneously with the Change in Control (or anytime in the two calendar years prior to the effective date of Executive’s termination), no later than 30 days after the effective date of Executive’s termination, or to the extent a Section 409A Change in Control has not occurred during such period, it shall be paid in 24 equal monthly installments commencing one month after the effective date of Executive’s termination; (iii) Executive shall continue to be covered under the Company’s group health plan pursuant to Section 3(e)(i) above, including any spousal and dependant coverage, at active employee rates, for two (2) years after the effective date of Executive’s termination, and, thereafter, Executive shall be eligible to exercise his rights to COBRA continuation coverage with respect to such group health plan for Executive, and, where applicable, Executive’s spouse and eligible dependents, at Executive’s expense; and (iv) all of Executive’s outstanding Equity Awards, if any, shall immediately vest upon the effective date of Executive’s termination to the extent not already vested, and Executive shall have at least 90 days until the earlier of (A) one year following the effective date of Executive’s termination (or such longer exercise period that may be provided in an award agreement evidencing such Equity Award) and (B) the expiration of the term of such Equity Award to exercise any Equity Award that is subject to being exercised.

Payments Due Upon Termination Without Cause by the Company or for Good Reason by Executive After a Change in Control. In lieu of the payments due under Section 5(b) above, in the event the Company terminates Executive’s employment without “Cause” pursuant to Section 4(e) above or if Executive terminates Executive’s employment for “Good Reason” pursuant to Section 4(b) above, but only in each case within 12 months following a Change in Control as defined in Section 6 below, the Company shall have no obligation to Executive, except: (i) the Company shall pay Executive any Accrued CompensationCompensation and any 2013 Special Bonus or 2014 Special Bonus that is payable under Section 3(b) but has not yet been paid; (ii) the Company shall pay Executive an amount equal to two (2) times Executive’s then current annual Base Salary, and two (2) times the bonus Executive received in the 365-day period prior to the effective date of Executive’s termination, if any. Subject to Section 5(f), such amount shall be paid in a lump sum, to the extent a Section 409A Change in Control has occurred contemporaneously with the Change in Control (or anytime in the two calendar years prior to the effective date of Executive’s termination), no later than 30 days after the effective date of Executive’s termination, or to the extent a Section 409A Change in Control has not occurred during such period, it shall be paid in 24 equal monthly installments commencing one month after the effective date of Executive’s termination; (iii) if the date of termination is before March 31, 2014, the Company shall pay Executive within 60 days of Executive’s termination the Pro-Rated Special Bonus; (iv) Executive shall continue to be covered under the Company’s group health plan pursuant to Section 3(e)(i) above, including any spousal and dependant coverage, at active employee rates, for two (2) years after the effective date of Executive’s termination, and, thereafter, Executive shall be eligible to exercise his rights to COBRA continuation coverage with respect to such group health plan for Executive, and, where applicable, Executive’s spouse and eligible dependents, at Executive’s expense; and; (ivv) all of Executive’s outstanding Equity Awards, if any, shall immediately vest upon the effective date of Executive’s termination to the extent not already vested, and Executive shall have at least 90 days to exercise any Equity Award that is subject to being exercised; and (vi) The Company shall provide Executive with outplacement services, with the cost to the Company of such outplacement services not to exceed $25,000.

Payments Due Upon Termination Without Cause by the Company or for Good Reason by Executive After a Change in Control. In lieu of the payments due under Section 5(b) above, in the event the Company terminates Executive’s employment without “Cause” pursuant to Section 4(e) above or if Executive terminates Executive’s employment for “Good Reason” pursuant to Section 4(b) above, but only in each case within 12 months following a Change in Control as defined in Section 6 below, the Company shall have no obligation to Executive, except: (i) the Company shall pay Executive any Accrued CompensationCompensation and the 2012 Bonus to the extent not already paid; (ii) the Company shall pay Executive an amount equal to two (2) times Executive’s then current annual Base Salary, and two (2) times the bonus Executive received in the 365-day period prior to the effective date higher of Executive’s target bonus with respect to the year in which Executive’s termination occurs or the actual bonus for the prior year (or, if the target bonus for such year has not been established as of the date of termination, if anytwo (2) times the higher of the target bonus or the actual bonus for the prior year). Subject to Section 5(f), such amount shall be paid in a lump sum, to the extent a Section 409A Change in Control has occurred contemporaneously with the Change in Control (or anytime in the two calendar years prior to the effective date of Executive’s termination), no later than 30 days after the effective date of Executive’s termination, or to the extent a Section 409A Change in Control has not occurred during such period, it shall be paid in 24 equal monthly installments commencing one month after the effective date of Executive’s termination; (iii) Executive shall continue to be covered under the Company’s group health plan pursuant to Section 3(e)(i) above, including any spousal and dependant coverage, at active employee rates, for two (2) years after the effective date of Executive’s termination, and, thereafter, Executive shall be eligible to exercise his rights to COBRA continuation coverage with respect to such group health plan for Executive, and, where applicable, Executive’s spouse and eligible dependents, at Executive’s expense; and (iv) all of Executive’s outstanding Equity Awards, if any, shall immediately vest upon the effective date of Executive’s termination to the extent not already vested, and Executive shall have at least 90 days to exercise any Equity Award that is subject to being exercisedexercised (or have such longer exercise period that may be provided in an award agreement evidencing such Equity Award).

Payments Due Upon Termination Without Cause by the Company or for Good Reason by Executive After a Change in Control. In lieu of the payments and other benefits due under Section 5(b) aboveany other severance policy maintained by or on behalf of the Company in which Executive is otherwise entitled to participate, in the event the Company terminates Executive’s employment without “Cause” pursuant to Section 4(e) above or if the Executive terminates Executive’s employment for “Good Reason” pursuant to Section 4(b) above”, but only in each case within 12 months one year following a Change in Control as defined in Section 6 belowControl, the Company shall have no obligation to Executive, except: (i) the Company shall pay Executive any Accrued Compensation; (ii) the Company shall pay Executive (x) an amount equal to two (2) one times Executive’s then current annual Base Salarybase salary, and two (2y) times the bonus Executive received in the 365-day period prior an amount equal to the effective date greater of (A) Executive’s termination, if anytarget annual incentive bonus with respect to the year in which Executive’s termination occurs or (B) the annual incentive bonus most recently paid to Executive. Subject to Section 5(f3(b), such amount amounts shall be paid in a lump sum, to the extent a Section 409A Change in Control has occurred contemporaneously with the Change in Control (or anytime in the two calendar years year prior to the effective date of Executive’s termination), ) no later than 30 days after the effective date of Executive’s termination, or to the extent a Section 409A Change in Control has not occurred during such period, it they shall be paid in 24 twelve equal monthly installments commencing one month after the effective date of Executive’s termination; (iii) Executive shall continue to be covered under the Company’s group health plan pursuant to Section 3(e)(i) aboveas set forth in the definition of “Benefit Plans”, including any spousal and dependant dependent coverage, at active employee rates, for two (2) years twelve months after the effective date of Executive’s terminationtermination (which coverage may result in imputed income), and, thereafter, Executive shall be eligible to exercise his Executive’s rights to COBRA continuation coverage with respect to such group health plan for Executive, and, where applicable, Executive’s spouse and eligible dependents, at Executive’s expense; and (iv) all of Executive’s outstanding Equity Awards, if any, shall immediately vest upon the effective date of Executive’s termination to the extent not already vested, and Executive shall have at least 90 until the earlier of (A) ninety (90) days following the effective date of Executive’s termination (or such longer exercise period that may be provided in an award agreement evidencing such Equity Award) and (B) the term of such equity Award to exercise any vested Equity Award that is subject to being exercised.

Payments Due Upon Termination Without Cause by the Company or for Good Reason by Executive After a Change in Control. In lieu of the payments due under Section 5(b) above, in the event the Company terminates Executive’s employment without “Cause” pursuant to Section 4(e) above or if Executive terminates Executive’s employment for “Good Reason” pursuant to Section 4(b) aboveabove (provided that Executive terminates Executive’s employment within sixty (60) days of the event that constitutes “Good Reason”), but only in each case within 12 24 months following a Change in Control as defined in Section 6 below, the Company shall have no obligation to Executive, except: (i) the Company shall pay Executive any Accrued Compensation; (ii) the Company shall pay Executive an amount equal to two (2) times Executive’s then current annual Base Salary, and two (2) times the bonus Executive received in the 365-day period prior to the effective date higher of Executive’s target bonus with respect to the year in which Executive’s termination occurs or the actual bonus for the prior year (or, if the target bonus for such year has not been established as of the date of termination, if anytwo (2) times the higher of the target bonus or the actual bonus for the prior year). Subject to Section 5(f), such amount shall be paid in a lump sum, to the extent a Section 409A Change in Control has occurred contemporaneously with the Change in Control (or anytime in the two calendar years prior to the effective date of Executive’s termination), no later than 30 days after the effective date of Executive’s termination, or to the extent a Section 409A Change in Control has not occurred during such period, it shall be paid in 24 equal monthly installments commencing one month after the effective date of Executive’s termination; (iii) Executive shall continue to be covered under the Company’s group health plan pursuant to Section 3(e)(i) above, including any spousal and dependant dependent coverage, at active employee rates, for two (2) years after the effective date of Executive’s termination, and, thereafter, Executive shall be eligible to exercise his rights to COBRA continuation coverage with respect to such group health plan for Executive, and, where applicable, Executive’s spouse and eligible dependents, at Executive’s expense; and (iv) all of Executive’s outstanding Equity Awards, if any, shall immediately vest upon the effective date of Executive’s termination to the extent not already vested, and Executive shall have at least 90 days until the earlier of (A) one year following the effective date of Executive’s termination (or such longer exercise period that may be provided in an award agreement evidencing such Equity Award) and (B) the expiration of the term of such Equity Award to exercise any Equity Award that is subject to being exercised.

Payments Due Upon Termination Without Cause by the Company or for Good Reason by Executive After a Change in Control. In lieu of the payments and other benefits due under Section 5(b) aboveany other severance policy maintained by the Company in which Executive is otherwise entitled to participate, in the event the Company terminates Executive’s employment without “Cause” pursuant to Section 4(e) above or if the Executive terminates Executive’s employment for “Good Reason” pursuant to Section 4(b) above”, but only in each case within 12 six months following a Change in Control as defined in Section 6 belowControl, the Company shall have no obligation to Executive, except: (i) the Company shall pay Executive any Accrued Compensation; (ii) the Company shall pay Executive (x) an amount equal to two (2) one and one-half times Executive’s then current annual Base Salarybase salary, and two (2y) times an amount equal to the bonus Executive received in the 365-day period prior to the effective date of Executive’s termination, if any, or, in the event Executive was not a participant in the Company’s annual incentive bonus plan for the most recent full fiscal year prior to the occurrence of the Change in Control, an amount equal to Executive’s target bonus for the fiscal year in which the Change in Control occurs. Subject to Section 5(f3(b), such amount amounts shall be paid in a lump sum, to the extent a they may be so paid without triggering taxes and other penalties under Code Section 409A Change in Control has occurred contemporaneously with the Change in Control (or anytime in the two calendar years prior to the effective date of Executive’s termination), no later than 30 days after the effective date of Executive’s termination, or to the extent such amounts cannot be paid in a Section 409A Change in Control has not occurred during such periodlump sum, it they shall be paid in 24 12 equal monthly installments commencing one month after the effective date of Executive’s termination; (iii) Executive shall continue to be covered under the Company’s group health plan pursuant to Section 3(e)(i) aboveas set forth in the definition of “Benefit Plans”, including any spousal and dependant dependent coverage, at active employee rates, for two (2) years after the effective date of Executive’s termination, and, thereafter, Executive shall be eligible to exercise his Executive’s rights to COBRA continuation coverage with respect to such group health plan for Executive, and, where applicable, Executive’s spouse and eligible dependents, at Executive’s expense; and (iv) all of Executive’s outstanding Equity Awards, if any, shall immediately vest upon the effective date of Executive’s termination to the extent not already vested, and Executive shall have at least 90 days to exercise any Equity Award that is subject to being exercised.