Common use of Severance Benefits in Connection With a Change in Control Clause in Contracts

Severance Benefits in Connection With a Change in Control. If a Qualifying CIC Termination of the Executive occurs, and provided that the Executive executes and does not revoke the release of claims attached hereto as Exhibit A (the “Release”) and such Release becomes effective (without having been revoked) by the 60th day following the Executive’s Separation from Service, the Executive will be entitled to receive from the Company the following payments and benefits: (a) a lump-sum payment equal to one and one-half (1.5) times the sum of (i) the Executive’s Base Salary immediately prior to the Qualifying CIC Termination and (ii) the Executive’s target bonus amount under the Bonus Plan for the year of termination, payable on the first payroll date after the Release becomes effective or such later date as may be required to comply with Section 409A of the Code; (b) a pro-rata bonus for the year of termination determined based on the Executive’s target bonus amount under the Bonus Plan for the year of termination, payable on the first payroll date after the Release becomes effective or such later date as may be required to comply with Section 409A of the Code; (c) a lump-sum payment equal to the amount of premiums that the Executive and his or her eligible dependents would be required to pay for continued coverage under the Company’s group health plans pursuant to COBRA for 18 months, payable on the first payroll date after the Release becomes effective or such later date as may be required to comply with Section 409A of the Code; (d) any equity award subject to time-based vesting granted to the Executive that is outstanding immediately prior to, but has not vested as of, the date of the Change in Control shall become 100% vested as of the later of the date of the Qualifying CIC Termination and the Change in Control (but immediately prior to the consummation thereof), and any such equity award that is a stock option shall remain exercisable until the earlier of (i) twenty-four (24) months following the date of such Qualifying CIC Termination, or (ii) the original expiration date of such award (subject to the treatment of such equity award in connection with such Change in Control); and (e) any equity award subject to performance-based vesting granted to the Executive that is outstanding immediately prior to, but has not vested as of, the date of the Change in Control shall remain subject to the provisions of the applicable award agreement and the Equity Incentive Plan.

Severance Benefits in Connection With a Change in Control. If a Qualifying CIC Termination of (a) In the event the Executive occursexperiences a Termination Event that occurs during the Protection Period, and provided that then the Executive executes and does not revoke Company shall: (i) pay the release of claims attached hereto as Exhibit A Executive, on the sixtieth (the “Release”60th) and such Release becomes effective (without having been revoked) by the 60th day following the Executive’s Separation from ServiceDate of Termination (or on the sixtieth (60th) day following the occurrence of the Change of Control, in the case of a termination occurring during the six (6) month period ending on the Change of Control) (or the first business day thereafter if the sixtieth day is not a business day), the Executive will be entitled to receive from the Company the following payments and benefits:Accrued Payments; (aii) contingent upon the Executive satisfying the Severance Conditions, pay the Executive, on the sixtieth (60th) day following the Date of Termination (or on the sixtieth (60th) day following the occurrence of the Change of Control, in the case of a lump-termination occurring during the six (6) month period ending on the Change of Control) (or the first business day thereafter if the sixtieth day is not a business day), a lump sum payment equal to one and one-half (1.5) times the sum of (i) an amount equivalent to Base Salary, plus (ii) an amount equivalent to the Executive’s Base Salary immediately prior Target Bonus for the calendar year in which the Termination Event occurs; (iii) contingent upon the Executive satisfying the Severance Conditions, on the sixtieth (60th) day following the Date of Termination (or the first business day thereafter if the sixtieth day is not a business day), and notwithstanding anything to the Qualifying CIC contrary in the LTIP or in an individual LTIP award agreement, accelerate the vesting of all outstanding equity-based compensation awards that the Executive holds at the time of the Termination and (ii) the Executive’s target bonus amount Event under the LTIP. All outstanding equity-based compensation awards that were designed to vest upon the satisfaction of performance criteria shall be vested using actual levels of performance at the end of the applicable performance period; (iv) contingent upon the Executive satisfying the Severance Conditions, pay to the Executive a Pro-Rata Bonus Plan for the calendar year of termination, payable on no later than the first payroll date after that is sixty (60) days following the Release becomes effective or such later date as may be required to comply with Section 409A end of the Codecalendar year to which the bonus relates; (bv) a pro-rata bonus for the year of termination determined based on the Executive’s target bonus amount under the Bonus Plan for the year of termination, payable on the first payroll date after the Release becomes effective or such later date as may be required to comply with Section 409A of the Code; (c) a lump-sum payment equal to the amount of premiums that contingent upon the Executive satisfying the Severance Conditions, provide the Executive (and his or her spouse and eligible dependents would be required to pay for dependents) with continued medical, dental and vision coverage under the Company’s group health plans pursuant to COBRA for 18 months, payable on the first payroll date after the Release becomes effective or such later date as may be required to comply with Section 409A of the Code; (d) any equity award subject to time-based vesting granted to the Executive that is outstanding immediately prior to, but has not vested as of, the date of the Change in Control shall become 100% vested as of the later of the date of the Qualifying CIC Termination and the Change in Control (but immediately prior to the consummation thereof), and any such equity award that is a stock option shall remain exercisable until the earlier of (iA) the end of the twenty-four (24) months following month period beginning on the date Date of such Qualifying CIC Termination, or (iiB) until the original expiration date Executive is, or becomes, eligible for comparable coverage under the group health plans of such award a subsequent employer (subject to the treatment of such equity award be provided as set forth in connection with such Change in ControlSection 7(a) below); and (evi) contingent upon the Executive satisfying the Severance Conditions, for the twelve (12) month period beginning on the Date of Termination, or until Executive begins other full time employment with a new employer, whichever occurs first, Executive shall be entitled to receive reasonable outplacement services as determined by the Company that are directly related to Executive’s termination of employment and are actually provided by an outplacement services firm, paid for or reimbursed by the Company, with a nationally prominent executive outplacement service firm selected by the Company and reasonably acceptable to Executive. For purposes of clarity, the obligation of the Company to provide any equity award subject to performance-based vesting granted portion of the payments or benefits due under Sections 4(a)(ii), (iii), (iv), or (v) of this Agreement shall be expressly conditioned on the Executive’s satisfying the Severance Conditions. If Executive does not fulfill the Severance Conditions then (i) the Company shall immediately cease the provision of any payments or benefits made under this Section 4, other than the Accrued Payments, and (ii) Executive shall promptly pay to the Company an amount equal to the value of any payments or benefits Executive has previously received under this Section 4, other than the Accrued Payments. (i) In the event the Executive experiences a Termination Event in connection with a termination that occurs during the six (6) month period ending on the Change in Control for which the Executive believes he is outstanding immediately prior to, but has not vested as ofentitled to benefits in accordance with this Section 4, the date Executive shall deliver to the Company a written notice setting forth a description of facts and circumstances constituting evidence that the termination of the Executive’s employment was made in anticipation of the occurrence of a Change in Control and with the intention of avoiding payments under this Agreement, no later than thirty (30) days following the occurrence of the Change in Control shall remain subject Control. (ii) Within 20 days following receipt of the notice described in Section 4(b)(i), the Chief Executive Officer of the Company will make a good faith determination, based on the information contained in such notice and any other information known to the provisions Chief Executive Officer of the applicable award agreement Company, whether the Executive’s termination was made in anticipation of the occurrence of a Change in Control and with the intention of avoiding payments under this Agreement. If the Chief Executive Officer affirmatively determines that the termination was under such circumstances (a “Sufficiency Determination”), the Executive will be eligible for and the Equity Incentive PlanCompany shall provide benefits to the Executive in accordance with Section 4(a). (iii) If the Chief Executive Officer of the Company instead determines that there is insufficient evidence to support a Sufficiency Determination, the Company will promptly inform the Executive of such determination.

Severance Benefits in Connection With a Change in Control. If a Qualifying CIC Termination of (a) In the event the Executive occursexperiences a Termination Event that occurs during the Protection Period, and provided that then the Executive executes and does not revoke Company shall: (i) pay the release of claims attached hereto as Exhibit A Executive, on the sixtieth (the “Release”60th) and such Release becomes effective (without having been revoked) by the 60th day following the Executive’s Separation from ServiceDate of Termination (or on the sixtieth (60th) day following the occurrence of the Change of Control, in the case of a termination occurring during the six (6) month period ending on the Change of Control) (or the first business day thereafter if the sixtieth day is not a business day), the Executive will be entitled to receive from the Company the following payments and benefits:Accrued Payments; (aii) contingent upon the Executive satisfying the Severance Conditions, pay the Executive, on the sixtieth (60th) day following the Date of Termination (or on the sixtieth (60th) day following the occurrence of the Change of Control, in the case of a lump-termination occurring during the six (6) month period ending on the Change of Control) (or the first business day thereafter if the sixtieth day is not a business day), a lump sum payment equal to one and one-half (1.5) times the sum of (i) an amount equivalent to Base Salary, plus (ii) an amount equivalent to the Executive’s Base Salary immediately prior Target Bonus for the calendar year in which the Termination Event occurs; (iii) contingent upon the Executive satisfying the Severance Conditions, on the sixtieth (60th) day following the Date of Termination (or the first business day thereafter if the sixtieth day is not a business day), and notwithstanding anything to the Qualifying CIC contrary in the LTIP or in an individual LTIP award agreement, accelerate the vesting of all outstanding equity-based compensation awards that the Executive holds at the time of the Termination and (ii) the Executive’s target bonus amount Event under the LTIP. All outstanding equity-based compensation awards that were designed to vest upon the satisfaction of performance criteria shall be vested using actual levels of performance at the end of the applicable performance period; (iv) contingent upon the Executive satisfying the Severance Conditions, pay to the Executive a Pro-Rata Bonus Plan for the calendar year of termination, payable on no later than the first payroll date after that is sixty (60) days following the Release becomes effective or such later date as may be required to comply with Section 409A end of the Codecalendar year to which the bonus relates; (bv) a pro-rata bonus for the year of termination determined based on the Executive’s target bonus amount under the Bonus Plan for the year of termination, payable on the first payroll date after the Release becomes effective or such later date as may be required to comply with Section 409A of the Code; (c) a lump-sum payment equal to the amount of premiums that contingent upon the Executive satisfying the Severance Conditions, provide the Executive (and his or her spouse and eligible dependents would be required to pay for dependents) with continued medical, dental and vision coverage under the Company’s group health plans pursuant to COBRA for 18 months, payable on the first payroll date after the Release becomes effective or such later date as may be required to comply with Section 409A of the Code; (d) any equity award subject to time-based vesting granted to the Executive that is outstanding immediately prior to, but has not vested as of, the date of the Change in Control shall become 100% vested as of the later of the date of the Qualifying CIC Termination and the Change in Control (but immediately prior to the consummation thereof), and any such equity award that is a stock option shall remain exercisable until the earlier of (iA) the end of the twenty-four (24) months following month period beginning on the date Date of such Qualifying CIC Termination, or (ii) the original expiration date of such award (subject to the treatment of such equity award in connection with such Change in Control); and (e) any equity award subject to performance-based vesting granted to the Executive that is outstanding immediately prior to, but has not vested as of, the date of the Change in Control shall remain subject to the provisions of the applicable award agreement and the Equity Incentive Plan.or

Severance Benefits in Connection With a Change in Control. If a Qualifying CIC Termination of the Executive occurs, and provided that the Executive executes and does not revoke the release of claims attached hereto as Exhibit A (the “Release”) and such Release becomes effective (without having been revoked) by the 60th day following the Executive’s Separation from Service, the Executive will be entitled to receive from the Company the following payments and benefits: (a) a lump-sum payment equal to one and one-half two (1.52) times the sum of (i) the Executive’s Base Salary immediately prior to the Qualifying CIC Termination and (ii) the Executive’s target bonus amount under the Bonus Plan for the year of termination, payable on the first payroll date after the Release becomes effective or such later date as may be required to comply with Section 409A of the Code; (b) a pro-rata bonus for the year of termination determined based on the Executive’s target bonus amount under the Bonus Plan for the year of termination, payable on the first payroll date after the Release becomes effective or such later date as may be required to comply with Section 409A of the Code; (c) a lump-sum payment equal to the amount of premiums that the Executive and his or her eligible dependents would be required to pay for continued coverage under the Company’s group health plans pursuant to COBRA for 18 months, payable on the first payroll date after the Release becomes effective or such later date as may be required to comply with Section 409A of the Code; (d) any equity award subject to time-based vesting granted to the Executive that is outstanding immediately prior to, but has not vested as of, the date of the Change in Control shall become 100% vested as of the later of the date of the Qualifying CIC Termination and the Change in Control (but immediately prior to the consummation thereof), and any such equity award that is a stock option shall remain exercisable until the earlier of (i) twenty-four (24) months following the date of such Qualifying CIC Termination, or (ii) the original expiration date of such award (subject to the treatment of such equity award in connection with such Change in Control); and (e) any equity award subject to performance-based vesting granted to the Executive that is outstanding immediately prior to, but has not vested as of, the date of the Change in Control shall remain subject to the provisions of the applicable award agreement and the Equity Incentive Plan.