Common use of Qualifying CIC Termination Clause in Contracts

Qualifying CIC Termination. If the Company terminates Executive’s employment with the Company without Cause or Executive terminates Executive’s employment with the Company for Good Reason, and such termination occurs within three months prior to the entry into a definitive agreement resulting in, or within 24 months following, a Change in Control (a “Qualifying CIC Termination”), then Executive shall be entitled to the Accrued Benefits, and, subject to Executive signing and not revoking a Release pursuant to Section 5(f), Executive shall be entitled to the following payments and benefits (the “CIC Severance Benefits”): (i) any Prior Year Bonus, payable at the same time the Annual Bonus would have been paid had Executive continued in employment through the payment date; (ii) a Pro-Rata Bonus, payable within 60 days after the Termination Date; (iii) a severance amount equal to one times the sum of Executive’s (x) then-current annual Base Salary plus (y) then-current Target Bonus (each calculated after giving effect to any adjustment to Base Salary or Target Bonus that has been made since the Effective Date, but disregarding any reduction thereof that has given rise to Good Reason hereunder), which shall be payable in a lump sum within 60 days after the Termination Date; (iv) immediate accelerated vesting of all outstanding Equity Awards; provided that to the extent that an Equity Award is subject to performance criteria or conditions, performance shall be deemed to have been met (x) based on actual performance (as determined after the end of the performance period) if the applicable performance period has ended prior to the Termination Date and (y) based on the greater of actual performance (as determined after the end of the performance period) and target performance if the applicable performance period has not yet ended as of the date of Termination Date; (v) the ability to exercise any Company stock options that are vested through the earlier of (x) the 12-month anniversary of the Termination Date (or any later date as set forth in the applicable Award Agreement) or (y) the original expiration date of such option; and (vi) a lump sum payment, payable within 60 days after the Termination Date, equal to 12 times the Monthly COBRA Subsidy.

Qualifying CIC Termination. If the Company terminates Executive’s employment with the Company without Cause or Executive terminates Executive’s employment with the Company for Good Reason, and such termination occurs within three months prior to the entry into a definitive agreement resulting in, or within 24 months following, a Change in Control (a “Qualifying CIC Termination”), then Executive shall be entitled to the Accrued Benefits, and, subject to Executive signing and not revoking a Release pursuant to Section 5(f), Executive shall be entitled to the following payments and benefits (the “CIC Severance Benefits”): (i) any Prior Year Bonus, payable at the same time the Annual Bonus would have been paid had Executive continued in employment through the payment date; (ii) a Pro-Rata Bonus, payable within 60 days after the Termination Date; (iii) a severance amount equal to one two times the sum of Executive’s (x) then-current annual Base Salary plus (y) then-current Target Bonus (each calculated after giving effect to any adjustment to Base Salary or Target Bonus that has been made since the Effective Date, but disregarding any reduction thereof that has given rise to Good Reason hereunder), which shall be payable in a lump sum within 60 days after the Termination Date; (iv) immediate accelerated vesting of all outstanding Equity Awards; provided that to the extent that an Equity Award is subject to performance criteria or conditions, performance shall be deemed to have been met (x) based on actual performance (as determined after the end of the performance period) if the applicable performance period has ended prior to the Termination Date and (y) based on the greater of actual performance (as determined after the end of the performance period) and target performance if the applicable performance period has not yet ended as of the date of Termination Date; (v) the ability to exercise any Company stock options that are vested through the earlier of (x) the 1224-month anniversary of the Termination Date (or any later date as set forth in the applicable Award Agreement) or (y) the original expiration date of such option; and (vi) a lump sum payment, payable within 60 days after the Termination Date, equal to 12 24 times the Monthly COBRA Subsidy.

Qualifying CIC Termination. If In the Company terminates Executive’s employment with the Company without Cause or Executive terminates Executive’s employment with the Company for Good Reason, and such termination occurs within three months prior to the entry into event of a definitive agreement resulting in, or within 24 months following, a Change in Control (a “Qualifying CIC Termination”), then Executive shall be entitled then, in addition to the Accrued Benefits, andAmounts, subject to Executive signing Executive’s timely execution and not revoking a non-revocation of the General Release pursuant to and Executive’s continued compliance with Executive’s obligations under Section 5(f)4 of this Employment Agreement, Executive shall be entitled to the following payments and (in lieu of the benefits (the “CIC Severance Benefits”described in Section 3.3 above): (ia) any Prior Year Bonus, payable at the same time the Annual Bonus would have been paid had Executive continued in employment through the payment date; (ii) a Pro-Rata Bonus, payable within 60 days after the Termination Date; (iii) a severance An amount equal to one two (2) times the sum of Executive’s (xi) then-current annual the Base Salary plus (yat the rate in effect immediately prior to the Termination Date) then-current and (ii) the Target Annual Bonus (each calculated after giving effect Opportunity for the year in which the Termination Date occurs, subject to any adjustment to Base Salary or Target Bonus that has been made since the Effective Dateall applicable withholdings, but disregarding any reduction thereof that has given rise to Good Reason hereunder), which shall be payable in a lump sum within 60 days after as soon as reasonably practicable following the Termination Dateexpiration of the applicable revocation period for the General Release (collectively, the “CIC Severance Payment”); (ivb) immediate accelerated vesting Payment of all outstanding Equity Awards; provided any Annual Bonus that was earned based on actual performance but unpaid for any performance year ending prior to the Termination Date (which, notwithstanding anything herein to the contrary, shall be paid, to the extent that an Equity Award is subject to performance criteria or conditionsearned, performance shall be deemed to have been met in accordance with the timing set forth in Section 2.2); (xc) A pro rata portion of the Annual Bonus based on actual performance (as determined after in the sole discretion of the Compensation Committee) for the fiscal year in which such termination occurs, determined by multiplying the amount of such Annual Bonus that would have been earned based on actual performance for the full calendar year by a fraction, the numerator of which is the number of days Executive remained employed during the calendar year in which the termination occurs, and the denominator of which is 365, paid in accordance with the timing set forth in Section 2.2; (d) As of the Termination Date, immediate accelerated vesting of any outstanding time-based equity awards held by Executive pursuant to the Plan that would have otherwise vested based on Executive’s continued employment; (e) Vesting of any outstanding performance-based equity awards held by Executive pursuant to the Plan, based on actual performance and prorated based on the number of days in the applicable performance period(s) during which Executive remained employed by the Company (with delivery of any such vested shares occurring following the end of the performance period) if the applicable performance period has ended prior period(s) at the same time as the shares with respect to the Termination Date and (y) based on the greater of actual performance (as determined after the end of the performance period) and target performance if the applicable performance period has not yet ended as of the date of Termination Date; (v) the ability to exercise any Company stock options that corresponding awards held by other participants are vested through the earlier of (x) the 12-month anniversary of the Termination Date (or any later date as set forth in the applicable Award Agreement) or (y) the original expiration date of such optiondelivered); and (vif) Subject to Executive’s eligibility for and timely election of COBRA Continuation Coverage, the Company will provide the COBRA Continuation Coverage and will pay or reimburse Executive for one-hundred percent (100%) of the cost of the COBRA Continuation Coverage during the COBRA Period; provided, that Executive shall not be entitled to receive such payment toward the premiums of COBRA Continuation Coverage if such payment is then impermissible under applicable law or would result in a lump sum paymentpenalty or additional tax on the Company (aside from standard taxes applicable to the payment of wages). For the avoidance of doubt, payable within 60 days after Executive will be responsible for the Termination Date, equal full costs for COBRA Continuation Coverage for any period during which Executive continues to 12 times receive COBRA Continuation Coverage following the Monthly periods set forth in clauses (i) and (ii) of the definition of COBRA SubsidyPeriod.