Common use of Qualifying CIC Termination Clause in Contracts

Qualifying CIC Termination. If, during the CIC Provisions Effective Period, the Officer is terminated under conditions constituting a Qualifying CIC Termination, the Company shall: (i) (A) pay or provide to the Officer, as the case may be, the Accrued Obligations; (i) (B) pay to the Officer a lump sum amount equal to two (2) multiplied by the sum of the following: (1) an amount equal to the Officer’s Base Salary at the rate in effect immediately prior to such Qualifying CIC Termination or, if higher, as in effect immediately prior to the Change in Control, (2) an amount equal to the annual bonus paid or payable for the prior fiscal year under the Executive Bonus plan, and (3) an amount equal to the Value of all equity awards granted in the prior calendar year. The “Value” of an equity award shall be determined as follows: (i) all equity awards granted in the prior calendar year shall be considered to have been fully vested on the date of grant and to be outstanding on the last day of such prior calendar year, (ii) the “Value” of stock options granted in such prior calendar year shall be the difference between the applicable exercise price and the fair market value, as of the last day of such prior calendar year, of the stock subject to such awards, (iii) the “Value” of restricted stock, if any, granted in such prior calendar year shall be the fair market value of the stock as of the last day of such prior calendar year, calculated without regard to any restrictions imposed thereon, (iv) the “Value” of restricted stock units, if any, granted in such prior calendar year shall be fair market value, as of the last day of such prior calendar year, of the stock subject to such restricted stock units, and (v) the “Value” of any other equity-based awards granted to the Officer shall be determined in a manner consistent with the foregoing, based on the fair market value of the underlying stock as of the last day of such prior calendar year.

Qualifying CIC Termination. If, during the CIC Provisions Effective PeriodTerm, the Officer Executive is terminated under conditions constituting a Qualifying CIC Termination, the Company shall: (i) (A) pay or provide to the Officer, as the case may be, the Accrued Obligations; (i) (B) pay to the Officer Executive a lump sum amount equal to two (2) multiplied by the sum of the following: (1) an any Base Salary accrued but unpaid through the Termination Date, (2) any earned but unpaid annual bonus for periods with respect to which the performance period to earn such bonus has closed, (3) any accrued but unused paid time off or sick pay, (4) any business expenses incurred which have been properly submitted for reimbursement in accordance with Company policy, but not reimbursed prior to the Termination Date, and (5) any other compensation or benefits which may be owed or provided to or in respect of the Executive in accordance with the terms and provisions of any benefit plans or programs of the Company (the “Accrued Obligations”); (ii) pay to the Executive a lump sum amount equal to the Officersum of the Executive’s Base Salary at for twelve (12) full months; (iii) pay to the rate in effect Executive a lump sum amount equal to a pro rata portion of the Executive’s Annual Bonus based on the number of days Executive was employed during the year of termination through the Termination Date; (iv) immediately prior to such upon a Qualifying CIC Termination orTermination, if higher, as in effect immediately prior cause (1) any equity awards subject to time-based vesting that are granted to the Change Executive under the Company’s equity incentive plans and that are not then fully vested to become fully vested and, in Controlthe case of stock options, to become immediately exercisable, and (2) an amount equal to the annual bonus paid or payable for the prior fiscal year under the Executive Bonus planto be entitled, and (3) an amount equal to the Value of all equity awards granted in the prior calendar year. The “Value” of an equity award shall be determined as follows: (i) all equity awards granted in the prior calendar year shall be considered to have been fully vested on the date of grant and to be outstanding on the last day case of such prior calendar yearstock options, (ii) the “Value” of to exercise any stock options granted until the earlier of (A) expiration of their original full term or (B) one year from the Termination Date (in such prior calendar year shall be the difference between the applicable exercise price and the fair market valueeach case, as of the last day of such prior calendar year, of the stock subject to such awards, (iii) the “Value” of restricted stock, if any, granted in such prior calendar year shall be the fair market value of the stock as of the last day of such prior calendar year, calculated without regard to any restrictions imposed thereonearlier termination otherwise applicable in the event of termination of employment, (iv) and to the “Value” of restricted stock units, if any, granted in such prior calendar year shall be fair market value, as extent permitted by Section 409A of the last day of such prior calendar year, of the stock subject to such restricted stock units, and Code); and (v) provide for the direct payment to the carrier for the premium costs for continued health care coverage provided pursuant to Section 4980B of the Code for the Executive, and, where applicable, the Executive’s spouse and dependents, under the Company’s group medical benefit plan (“Value” COBRA”), until the earlier of the expiration of the twelve (12) full calendar months following the Qualifying CIC Termination or (2) the date that the Executive first becomes eligible to participate in any other equity-based awards granted to the Officer shall be determined in a manner consistent with the foregoingplan that provides medical benefits; provided, based however, that any payments under this Section 2(a)(v) are conditioned on the fair market value of Executive (and the underlying stock as of the last day of such prior calendar yearExecutive’s qualified beneficiaries, where applicable) making a valid COBRA election.