Common use of Qualified Change of Control Clause in Contracts

Qualified Change of Control. (i) If (I) Executive is terminated by the Company without Cause or Executive resigns for Good Reason during the period commencing on a Qualified Change of Control and ending on the second (2nd) anniversary of the Qualified Change of Control (such two (2) year period being the “Protection Period” hereunder) or (II) Executive reasonably demonstrates that such termination of employment (or event constituting Good Reason) prior to a Qualified Change of Control was at the request of a third party who was taking steps reasonably calculated to effect a Qualified Change of Control and a Qualified Change of Control actually occurs (each a “Qualifying Termination”), then Executive shall be entitled to receive: (A) a pro-rata annual bonus for the year of termination based on the bonus amount determined under Section 5(e)(i)(B)(II) below; (B) an amount in cash equal to three (3) times the sum of (I) Executive’s annual Base Salary (at the highest annual rate in effect at any time during the twenty-four (24)-month period ending on the date the Notice of Termination is given and (II) annual Target Bonus (which Target Bonus is to be based on such Base Salary) or if greater, the actual bonus earned with respect to the fiscal year immediately preceding the Change in Control, and (C) continuation of medical benefits and dental until the second anniversary of the Date of Termination upon the same terms as exist for Executive immediately prior to the Date of Termination. (ii) The Company shall continue to have all other rights available hereunder (including all rights under the Restrictive Covenants and any restrictive covenants set forth in any plan, award and agreement applicable to Executive, at law or in equity). (iii) The amounts described in Section 5(e)(i)(A) and (B) shall be paid in a lump sum within ten (10) days after the Date of Termination. Such amounts or benefits shall not be subject to mitigation or offset, except that medical benefits may be offset by comparable benefits obtained by Executive in connection with subsequent employment. (iv) Anything set forth in any equity plan, equity award or any other provision of this Agreement between the Company and Executive to the contrary notwithstanding, all of Executive’s outstanding equity grants shall fully vest upon the occurrence of a Qualified Change of Control (to the extent not previously vested). In addition, on the Date of Termination, all options theretofore granted to Executive and not exercised by Executive shall become fully vested and all other equity-based compensation (including restricted shares and restricted stock units) granted to Executive prior to the Date of Termination which had not vested shall become fully vested and non-forfeitable, and shall be exercisable or payable in accordance with the terms of the applicable award or agreement.

Qualified Change of Control. (i) If (I) Executive is terminated by the Company without Cause or Executive resigns for Good Reason during the period commencing on a Qualified Change of Control and ending on the second (2nd) anniversary of the Qualified Change of Control (such two (2) year period being the “Protection Period” "PROTECTION PERIOD" hereunder) or (II) Executive reasonably demonstrates that such termination of employment (or event constituting Good Reason) prior to a Qualified Change of Control was at the request of a third party who was taking steps reasonably calculated to effect a Qualified Change of Control and a Qualified Change of Control actually occurs (each a “Qualifying Termination”"QUALIFYING TERMINATION"), then Executive shall be entitled to receive: (A) a pro-rata annual bonus for the year of termination based on the bonus amount determined under Section SECTION 5(e)(i)(B)(II) below; (B) an amount in cash equal to three (3) times the sum of (I) Executive’s 's annual Base Salary (at the highest annual rate in effect at any time during the twenty-four (24)-month period ending on the date the Notice of Termination is given and (II) annual Target Bonus (which Target Bonus is to be based on such Base Salary) or if greater, the actual bonus earned with respect to the fiscal year immediately preceding the Change in Control, and (C) continuation of medical benefits and dental until the second anniversary of the Date of Termination upon the same terms as exist for Executive immediately prior to the Date of Termination. (ii) The Company shall continue to have all other rights available hereunder (including all rights under the Restrictive Covenants and any restrictive covenants set forth in any plan, award and agreement applicable to Executive, at law or in equity). (iii) The amounts described in Section SECTION 5(e)(i)(A) and (B) shall be paid in a lump sum within ten (10) days after the Date of Termination. Such amounts or benefits shall not be subject to mitigation or offset, except that medical benefits may be offset by comparable benefits obtained by Executive in connection with subsequent employment. (iv) Anything set forth in any equity plan, equity award or any other provision of this Agreement between the Company and Executive to the contrary notwithstanding, all of Executive’s 's outstanding equity grants shall fully vest upon the occurrence of a Qualified Change of Control (to the extent not previously vested). In addition, on the Date of Termination, all options theretofore granted to Executive and not exercised by Executive shall become fully vested and all other equity-based compensation (including restricted shares and restricted stock units) granted to Executive prior to the Date of Termination which had not vested shall become fully vested and non-forfeitable, and shall be exercisable or payable in accordance with the terms of the applicable award or agreement.

Qualified Change of Control. (i) If (I) Executive is terminated by the Company without Cause or Executive resigns for Good Reason during the period commencing on a Qualified Change of Control and ending on the second (2nd) anniversary of the Qualified Change of Control (such two (2) year 2)-year period being the “Protection Period” "PROTECTION PERIOD" hereunder) ), or (II) Executive reasonably demonstrates that such termination of employment (or event constituting Good Reason) prior to a Qualified Change of Control was at the request of a third party who was taking steps reasonably calculated to effect a Qualified Change of Control and a Qualified Change of Control actually occurs occurs, (each a “Qualifying Termination”"QUALIFYING TERMINATION"), then Executive shall be entitled to receive: (A) a pro-rata annual and, if applicable, long term cash, bonus for the year of termination based on the bonus Target Bonus amount determined under Section 5(e)(i)(B)(II) belowor target incentive amount; (B) an amount in cash equal to three (3) times the sum of (I) Executive’s 's annual Base Salary (at the highest annual rate in effect at disregarding any time during the twenty-four (24)-month period ending on the date the Notice of Termination is given reduction constituting Good Reason) and (II) annual Target Bonus (which Target Bonus is to be based on such Base Salary) or or, if greater, the actual bonus earned with respect to the fiscal year immediately preceding the Change in Control, ); and (C) continuation of medical benefits and dental until the second anniversary of the Date of Termination upon the same terms as exist for Executive immediately prior to the Date of Termination. (ii) The Company shall continue to have all other rights available hereunder (including all rights under the Restrictive Covenants and any restrictive covenants set forth in any plan, award and agreement applicable to Executive, at law or in equity). (iii) The amounts described in Section SECTION 5(e)(i)(A) and (B) shall be paid in a lump sum within ten (10) days after the Date of Termination. Such amounts or benefits shall not be subject to mitigation or offset, except that medical benefits may be offset by comparable benefits obtained by Executive in connection with subsequent employment. (iv) Anything set forth in any equity plan, equity award or any other provision of this Agreement between the Company and Executive to the contrary notwithstanding, all of Executive’s 's outstanding equity grants shall fully vest upon the occurrence of a Qualified Change of Control (to the extent not previously vested). In addition, on the Date of Termination, all options theretofore granted to Executive and not exercised by Executive shall become fully vested and all other equity-based compensation (including restricted shares and restricted stock units) granted to Executive prior to the Date of Termination which had not vested shall become fully vested and non-forfeitable, and shall be exercisable or payable in accordance with the terms of the applicable award or agreement.

Qualified Change of Control. (i) If (I) Executive is terminated by the Company without Cause or Executive resigns for Good Reason during the period commencing on a Qualified Change of Control and ending on the second (2nd) anniversary of the Qualified Change of Control (such two (2) year period being the “Protection Period” "PROTECTION PERIOD" hereunder) or (II) Executive reasonably demonstrates that such termination of employment (or event constituting Good Reason) prior to a Qualified Change of Control was at the request of a third party who was taking steps reasonably calculated to effect a Qualified Change of Control and a Qualified Change of Control actually occurs (each a “Qualifying Termination”"QUALIFYING TERMINATION"), then Executive shall be entitled to receive: (A) a pro-rata annual bonus for the year of termination based on the bonus amount determined under Section 5(e)(i)(B)(IISECTION 5(e)(i)(B)(ii) below; (B) an amount in cash equal to three (3) times the sum of (I) Executive’s 's annual Base Salary (at the highest annual rate in effect at any time during the twenty-four (24)-month period ending on the date the Notice of Termination is given and (II) annual Target Bonus (which Target Bonus is to be based on such Base Salary) or if greater, the actual bonus earned with respect to the fiscal year immediately preceding the Change in Control, and (C) continuation of medical benefits and dental until the second anniversary of the Date of Termination upon the same terms as exist for Executive immediately prior to the Date of Termination. (ii) The Company shall continue to have all other rights available hereunder (including all rights under the Restrictive Covenants and any restrictive covenants set forth in any plan, award and agreement applicable to Executive, at law or in equity). (iii) The amounts described in Section SECTION 5(e)(i)(A) and (B) shall be paid in a lump sum within ten (10) days after the Date of Termination. Such amounts or benefits shall not be subject to mitigation or offset, except that medical benefits may be offset by comparable benefits obtained by Executive in connection with subsequent employment. (iv) Anything set forth in any equity plan, equity award or any other provision of this Agreement between the Company and Executive to the contrary notwithstanding, all of Executive’s 's outstanding equity grants shall fully vest upon the occurrence of a Qualified Change of Control (to the extent not previously vested). In addition, on the Date of Termination, all options theretofore granted to Executive and not exercised by Executive shall become fully vested and all other equity-based compensation (including restricted shares and restricted stock units) granted to Executive prior to the Date of Termination which had not vested shall become fully vested and non-forfeitable, and shall be exercisable or payable in accordance with the terms of the applicable award or agreement.

Qualified Change of Control. (i) If (I) Executive is terminated by the Company without Cause or Executive resigns for Good Reason during the period commencing on a Qualified Change of Control and ending on the second (2nd) anniversary of the Qualified Change of Control (such two (2) year 2)-year period being the “Protection Period” "PROTECTION PERIOD" hereunder) ), or (II) Executive reasonably demonstrates that such termination of employment (or event constituting Good Reason) prior to a Qualified Change of Control was at the request of a third party who was taking steps reasonably calculated to effect a Qualified Change of Control and a Qualified Change of Control actually occurs occurs, (each a “Qualifying Termination”"QUALIFYING TERMINATION"), then Executive shall be entitled to receive: (A) a pro-rata annual and, if applicable, long term cash, bonus for the year of termination based on the bonus Target Bonus amount determined under Section 5(e)(i)(B)(II) belowor target incentive amount; (B) an amount in cash equal to three (3) times the sum of (I) Executive’s 's annual Base Salary (at the highest annual rate in effect at disregarding any time during the twenty-four (24)-month period ending on the date the Notice of Termination is given reduction constituting Good Reason) and (II) annual Target Bonus (which Target Bonus is to be based on such Base Salary) or or, if greater, the actual bonus earned with respect to the fiscal year immediately preceding the Change in Control, ); and (C) continuation of medical benefits and dental until the second anniversary of the Date of Termination upon the same terms as exist for Executive immediately prior to the Date of Termination. (ii) The Company shall continue to have all other rights available hereunder (including all rights under the Restrictive Covenants and any restrictive covenants set forth in any plan, award and agreement applicable to Executive, at law or in equity). (iii) The amounts described in Section 5(e)(i)(ASECTION 5(e)(i)(a) and (B) shall be paid in a lump sum within ten (10) days after the Date of Termination. Such amounts or benefits shall not be subject to mitigation or offset, except that medical benefits may be offset by comparable benefits obtained by Executive in connection with subsequent employment. (iv) Anything set forth in any equity plan, equity award or any other provision of this Agreement between the Company and Executive to the contrary notwithstanding, all of Executive’s 's outstanding equity grants shall fully vest upon the occurrence of a Qualified Change of Control (to the extent not previously vested). In addition, on the Date of Termination, all options theretofore granted to Executive and not exercised by Executive shall become fully vested and all other equity-based compensation (including restricted shares and restricted stock units) granted to Executive prior to the Date of Termination which had not vested shall become fully vested and non-forfeitable, and shall be exercisable or payable in accordance with the terms of the applicable award or agreement.