Common use of Result of Termination by Employer Without Good Cause or by Employee Following an Adverse Change in Control Effect Clause in Contracts

Result of Termination by Employer Without Good Cause or by Employee Following an Adverse Change in Control Effect. In the event that either (i) Employee terminates Employee’s employment following a Change in Control as provided in Section 3(a) (an “Adverse Change in Control Effect”) or (ii) Employer terminates Employee’s employment without Good Cause, in each case during the period commencing three months before and ending one year following the Change in Control, (A) Employer shall pay Employee’s base salary for a period of 12 months following the effective date of such termination; (B) Employer shall pay to Employee an amount equal to the average of Employee’s cash bonus paid for each of the two fiscal years immediately preceding Employee’s termination, such amount to be paid and received upon the effective date of the termination (provided such termination constitutes a “separation from service” from Employer within the meaning of Section 409A of the Code); (C) all unvested stock options held by Employee in Employee’s capacity as an employee of Employer and its subsidiaries and affiliates on the effective date of termination shall vest as of the effective date of the termination, (D) all unvested restricted stock units (“RSUs”) granted after the date hereof held by the Employee in Employee’s capacity as an employee of Employer and its subsidiaries and affiliates on the date of the termination shall vest as of the effective date of the termination and the shares of Employer’s Common Stock (or the equivalent consideration in the Change in Control) related to such RSUs shall be delivered to Employee as soon as administratively practicable after the effective date of the termination but in no event later than March 15 of the year following the effective date of the termination; provided that for performance-based RSUs, the amount of shares that vest and are delivered will be determined based upon performance to the effective date of the Change in Control on an annualized or adjusted basis, as appropriate and (E) Employer shall either (i) provide coverage under Employer’s medical plan, to the extent provided for Employee on the date of termination on the effective date of the termination, such benefits to be received over a period of 12 months after the effective date of the termination or (ii) provide reimbursement for the COBRA premium for such coverage through the earlier of the 12-month period after the effective date of the termination or the COBRA eligibility period. The amounts payable under Section 3(b)(A), (B), and, if applicable, (E), shall be paid on Employer’s regular payroll schedule commencing on the first such payment date coincident with or following Employee’s “separation from service” from Employer within the meaning of Section 409A of the Code and shall be treated as a series of separate payments under Treasury Regulations Section 1.409A-2(b)(2)(iii).

Result of Termination by Employer Without Good Cause or by Employee Following an Adverse Change in Control Effect. In the event that either (i) Employee terminates Employee’s employment following a Change in Control as provided in Section 3(a) (an “Adverse Change in Control Effect”) or (ii) Employer terminates Employee’s employment without Good Cause, in each case during the period commencing three months before and ending one year following the Change in Control, (A) Employer shall pay Employee’s base salary for a period of 12 18 months following the effective date of such termination; (B) Employer shall pay to Employee an amount equal to the average of Employee’s cash bonus paid for each of the two fiscal years immediately preceding Employee’s termination, such amount to be paid and received upon the effective date of the termination (provided such termination constitutes a “separation from service” from Employer within the meaning of Section 409A of the Code); (C) all unvested stock options held by Employee in Employee’s capacity as an employee of Employer and its subsidiaries and affiliates on the effective date of termination shall vest as of the effective date of the termination, (D) all unvested restricted stock units (“RSUs”) granted after the date hereof held by the Employee in Employee’s capacity as an employee of Employer and its subsidiaries and affiliates on the date of the termination shall vest as of the effective date of the termination and the shares of Employer’s Common Stock (or the equivalent consideration in the Change in Control) related to such RSUs shall be delivered to Employee as soon as administratively practicable after the effective date of the termination but in no event later than March 15 of the year following the effective date of the termination; provided that for performance-based RSUs, the amount of shares that vest and are delivered will be determined based upon performance to the effective date of the Change in Control on an annualized or adjusted basis, as appropriate and (E) Employer shall either (i) provide coverage under Employer’s medical plan, to the extent provided for Employee on the date of termination on the effective date of the termination, such benefits to be received over a period of 12 18 months after the effective date of the termination or (ii) provide reimbursement for the COBRA premium for such coverage through the earlier of the 1218-month period after the effective date of the termination or the COBRA eligibility period. The amounts payable under Section 3(b)(A), (B), and, if applicable, (E), shall be paid on Employer’s regular payroll schedule commencing on the first such payment date coincident with or following Employee’s “separation from service” from Employer within the meaning of Section 409A of the Code and shall be treated as a series of separate payments under Treasury Regulations Section 1.409A-2(b)(2)(iii).

Result of Termination by Employer Without Good Cause or by Employee Following an Adverse Change in Control Effect. In the event that either (i) Employee terminates Employee’s employment following a Change in Control as provided in Section 3(a) (an “Adverse Change in Control Effect”) or (ii) Employer terminates Employee’s employment without Good Cause, in each case during the period commencing three months before and ending one year following the Change in Control, (A) Employer shall pay Employee’s base salary for a period of 12 months following the effective date of such termination; (B) Employer shall pay to Employee an amount equal to the average of Employee’s cash bonus paid for each of the two fiscal years immediately preceding Employee’s termination, such amount to be paid and received upon the effective date of the termination (provided such termination constitutes a “separation from service” from Employer within the meaning of Section 409A of the Code); provided that, in the event Employee has not been employed by Employer for at least two fiscal years at the time of such termination, then the cash bonus shall be in an amount equal to the Employee’s target bonus for the fiscal year in which such termination occurred; (C) all unvested stock options held by Employee in Employee’s capacity as an employee of Employer and its subsidiaries and affiliates on the effective date of termination shall vest as of the effective date of the termination, (D) all unvested restricted stock units (“RSUs”) granted after the date hereof held by the Employee in Employee’s capacity as an employee of Employer and its subsidiaries and affiliates on the date of the termination shall vest as of the effective date of the termination and the shares of Employer’s Common Stock (or the equivalent consideration in the Change in Control) related to such RSUs shall be delivered to Employee as soon as administratively practicable after the effective date of the termination but in no event later than March 15 of the year following the effective date of the termination; provided that for performance-based RSUs, the amount of shares that vest and are delivered will be determined based upon performance to the effective date of the Change in Control on an annualized or adjusted basis, as appropriate and (E) Employer shall either (i) provide coverage under Employer’s medical plan, to the extent provided for Employee on the date of termination on the effective date of the termination, such benefits to be received over a period of 12 months after the effective date of the termination or (ii) provide reimbursement for the COBRA premium for such coverage through the earlier of the 12-month period after the effective date of the termination or the COBRA eligibility period. The amounts payable under Section 3(b)(A), (B), and, if applicable, (E), shall be paid on Employer’s regular payroll schedule commencing on the first such payment date coincident with or following Employee’s “separation from service” from Employer within the meaning of Section 409A of the Code and shall be treated as a series of separate payments under Treasury Regulations Section 1.409A-2(b)(2)(iii).

Result of Termination by Employer Without Good Cause or by Employee Following an Adverse Change in Control Effect. In the event that either (i) Employee terminates Employee’s employment following a Change in Control as provided in Section 3(a) (an “Adverse Change in Control Effect”) or (ii) Employer terminates Employee’s employment without Good Cause, in each case during the period commencing three months before and ending one year following the Change in Control, (A) Employer shall pay Employee’s base salary for a period of 12 18 months following the effective date of such termination; (B) Employer shall pay to Employee an amount equal to the average of Employee’s cash bonus paid for each of the two fiscal years immediately preceding Employee’s termination, such amount to be paid and received upon the effective date of the termination (provided such termination constitutes a “separation from service” from Employer within the meaning of Section 409A of the Code); (C) all unvested stock options held by Employee in Employee’s capacity as an employee of Employer and its subsidiaries and affiliates on the effective date of termination shall vest as of the effective date of the termination, (D) all unvested restricted stock units (“RSUs”) RSUs granted after the date hereof held by the Employee in Employee’s capacity as an employee of Employer and its subsidiaries and affiliates on the date of the termination shall vest as of the effective date of the termination and the shares of Employer’s Common Stock (or the equivalent consideration in the Change in Control) related to such RSUs shall be delivered to Employee as soon as administratively practicable after the effective date of the termination but in no event later than March 15 of the year following the effective date of the termination; provided that for performance-based RSUs, the amount of shares that vest and are delivered will be determined based upon performance to the effective date of the Change in Control on an annualized or adjusted basis, as appropriate and (E) Employer shall either (i) provide coverage under Employer’s medical plan, to the extent provided for Employee on the date of termination on the effective date of the termination, such benefits to be received over a period of 12 18 months after the effective date of the termination or (ii) provide reimbursement for the COBRA premium for such coverage through the earlier of the 1218-month period after the effective date of the termination or the COBRA eligibility period. The amounts payable under Section 3(b)(A), (B), and, if applicable, (E), shall be paid on Employer’s regular payroll schedule commencing on the first such payment date coincident with or following Employee’s “separation from service” from Employer within the meaning of Section 409A of the Code and shall be treated as a series of separate payments under Treasury Regulations Section 1.409A-2(b)(2)(iii).