Common use of Severance Protection Clause in Contracts

Severance Protection. (a) If a Transaction occurs and if, before the second anniversary of the date on which the Transaction is consummated, the Company or any successor entity (the “Employer”) terminates Employee’s employment without “Cause” or such employment is terminated by the Employee for “Good Reason” (as both such terms are defined below), then, within ten days following such termination of employment (a “Severance Termination”), the Employee will be entitled to receive from the Employer an amount equal to the difference between: (a) 12 months (the “Severance Period”) of the Employee’s then current salary, and (b) any severance Employee has become entitled to receive as a result of such Transaction or the termination of the Employee’s employment pursuant to that certain letter agreement, dated December 28, 2005, by and between the Company and Employee (the “Letter Agreement”), in equal biweekly installments during the 24 month period subsequent to such termination, payable in accordance with the Employer’s normal payroll practices. If after 24 months of such transaction the Employee is terminated without cause or due to a change of control, the Employee will be entitled to 6 months of salary in accordance with the Letter Agreement. (b) In the event of a Severance Termination, the Company agrees to reimburse Employee for the Consolidated Omnibus Reconciliation Act (“COBRA”) continuation premium to continue the Employee’s current health/dental insurance coverage through the earlier of: (i) the end of the maximum period subsequent to such termination provided for under COBRA, (ii) the end of the Severance Period, (iii) such date that the Employee becomes eligible for enrollment for other health/dental care coverage, as the case may be, under another group health/dental plan prior to the end of this period. To be eligible for such reimbursement of COBRA continuation premium payments by the Company, the Employee must elect COBRA continuation coverage when contacted by the Company or the Company’s provider of COBRA services. If COBRA continuation coverage is elected by Employee, he or she must pay the monthly premiums and provide Company with evidence of payment for reimbursement. After the end of the Severance Period, if the Employee is still eligible under COBRA and wishes to maintain COBRA continuation coverage beyond such date, the Employee will be responsible for all COBRA continuation premium payments after such date. (c) In the event of a Severance Termination, the Company agrees to pay the Employee for any accrued, unused paid time off leave time, to be paid to Employee 10 days after termination of employment. The Employee will not accrue any additional paid time off leave after such date. (d) In the event of a Severance Termination, the Employee will be allowed to continue vesting in any unvested stock/option grants made by the Company, or any successor, to Employee until the end of the Severance Period. Any and all other remaining unvested stock/option grants as of the end of the Severance Period, will be forfeited. Any vested options must be exercised within 90 days of the end of the Severance Period.

Severance Protection. (a) If a Transaction occurs and if, before the second anniversary of the date on which the Transaction is consummated, the Company or any successor entity (the “Employer”) terminates Employee’s employment without “Cause” or such employment is terminated by the Employee for “Good Reason” (as both such terms are defined below), then, within ten days following such termination of employment (a “Severance Termination”), the Employee will be entitled to receive from the Employer an amount equal to the difference between: (a) 12 months (the “Severance Period”) of the Employee’s then current salary, and (b) any severance Employee has become entitled to receive as a result of such Transaction or the termination of the Employee’s employment pursuant to that certain letter agreement, dated December 28, 2005, by and between the Company and Employee (the “Letter Agreement”), salary in equal biweekly installments during the 24 month period subsequent to such termination, payable in accordance with the Employer’s normal payroll practices. If after 24 months of such transaction the Employee is terminated without cause or due to a change of control, the Employee will be entitled to 6 months of salary in accordance with the Letter Agreement. (b) In the event of a Severance Termination, the Company agrees to reimburse Employee for the Consolidated Omnibus Reconciliation Act (“COBRA”) continuation premium to continue the Employee’s current health/dental insurance coverage through the earlier of: (i) the end of the maximum period subsequent to such termination provided for under COBRA, (ii) the end of the Severance Period, (iii) such date that the Employee becomes eligible for enrollment for other health/dental care coverage, as the case may be, under another group health/dental plan prior to the end of this period. To be eligible for such reimbursement of COBRA continuation premium payments by the Company, the Employee must elect COBRA continuation coverage when contacted by the Company or the Company’s provider of COBRA services. If COBRA continuation coverage is elected by Employee, he or she must pay the monthly premiums and provide Company with evidence of payment for reimbursement. After the end of the Severance Period, if the Employee is still eligible under COBRA and wishes to maintain COBRA continuation coverage beyond such date, the Employee will be responsible for all COBRA continuation premium payments after such date. (c) In the event of a Severance Termination, the Company agrees to pay the Employee for any accrued, unused paid time off leave time, to be paid to Employee 10 days after termination of employment. The Employee will not accrue any additional paid time off leave after such date. (d) In the event of a Severance Termination, the Employee will be allowed to continue vesting in any unvested stock/option grants made by the Company, or any successor, to Employee until the end of the Severance Period. Any and all other remaining unvested stock/option grants as of the end of the Severance Period, will be forfeited. Any vested options must be exercised within 90 30 days of the end of the Severance Period.

Severance Protection. (a) If a Transaction occurs and ifSeverance Event occurs, before then the second anniversary of the date on which the Transaction is consummated, the Company or any successor entity (the “Employer”) terminates Employee’s employment without “Cause” or such employment is terminated by the Employee for “Good Reason” (as both such terms are defined below), then, within ten days following such termination of employment (a “Severance Termination”), the Employee Executive will be entitled to receive any accrued and unpaid compensation, consisting of the unpaid amount, if any, of Executive’s previously earned base salary; the unpaid amount, if any, of the bonus earned by the Executive for the preceding year; and any vested payments and benefits accrued by the Executive under and in accordance with the terms of any employee plan in which the Executive was a participant. In addition, subject to the provisions hereof, including, without limitation, the Executive’s satisfaction of the release condition set forth in Section 3, the Executive will be entitled to receive the following payments and benefits: (a) a single sum cash payment equal to the product of (i) 100% of the amount of the Executive’s target bonus opportunity for the fiscal year in which the Executive’s employment terminates, multiplied by (ii) a fraction, the numerator of which is the number of days elapsed from the Employer beginning of the fiscal year in which his employment terminates until the date of such termination, and the denominator of which is 365; (b) a single sum cash payment in an amount equal to 1.0 times the difference between: sum of (ai) 12 months the Executive’s annual rate of salary in effect on the date the Executive’s employment terminates (or, if greater, the “Severance Period”rate in effect immediately before the Change in Control), plus (ii) 100% of the Employeeamount of the Executive’s then current salarytarget bonus opportunity for the fiscal year in which the Executive’s employment terminates (or, if there is no target bonus for such year, the amount of the bonus earned by the Executive for the immediately preceding year); (c) accelerated vesting of any stock options, restricted stock units, shares of restricted stock and other forms of equity-based incentive awards that are assumed by an acquiring or successor company (bor an affiliate thereof) any severance Employee has become entitled to receive as a result of such Transaction or in connection with the Change in Control and that are not otherwise fully vested at the time the Executive’s employment terminates; and (d) if, immediately before the termination of the EmployeeExecutive’s employment, the Executive and/or the Executive’s spouse and/or any of the Executive’s dependents participates (other than via COBRA) in a Company group health plan, then, for the 12 months following the date of such termination (or, if sooner, until corresponding coverage is obtained under a successor employer’s plan), the Executive and/or such spouse and/or dependents may elect to continue participating in the Company’s plan at the same benefit and contribution levels and on the same basis as if the Executive’s employment pursuant to that certain letter agreement, dated December 28, 2005, by and between the Company and Employee had continued (the “Letter Agreement”), in equal biweekly installments during the 24 month period subsequent to such termination, payable in accordance with the Employer’s normal payroll practices. If after 24 months of such transaction the Employee is terminated without cause or due to a change of control, the Employee which continuing participation will be entitled deemed to 6 months be in addition to and not in lieu of salary in accordance with COBRA if (and only if) such continuing participation is otherwise available under the Letter Agreement. (b) In the event of a Severance Termination, the Company agrees to reimburse Employee for the Consolidated Omnibus Reconciliation Act (“COBRA”) continuation premium to continue the Employee’s current health/dental insurance coverage through the earlier of: (i) the end terms of the maximum period subsequent to plan, it being understood that such termination provided for under COBRA, (ii) continuing coverage will be counted against the end of the Severance Period, (iii) such date that the Employee becomes eligible for enrollment for other health/dental care coverage, as the case may be, under another group health/dental plan prior to the end of this period. To be eligible for such reimbursement of COBRA continuation premium payments by the Company, the Employee must elect COBRA continuation coverage when contacted by if it is not otherwise available under the Company or plan); provided, however, that, if such subsidized coverage would cause the plan to be discriminatory in violation of applicable tax law, the amount of the Company’s provider of COBRA services. If COBRA continuation coverage is elected by Employee, he or she must pay the monthly premiums and provide Company with evidence of payment for reimbursement. After the end of the Severance Period, if the Employee is still eligible under COBRA and wishes to maintain COBRA continuation coverage beyond such date, the Employee subsidy will be responsible for all COBRA continuation premium payments after such datereported as W-2 wage income to the Executive. (c) In the event of a Severance Termination, the Company agrees to pay the Employee for any accrued, unused paid time off leave time, to be paid to Employee 10 days after termination of employment. The Employee will not accrue any additional paid time off leave after such date. (d) In the event of a Severance Termination, the Employee will be allowed to continue vesting in any unvested stock/option grants made by the Company, or any successor, to Employee until the end of the Severance Period. Any and all other remaining unvested stock/option grants as of the end of the Severance Period, will be forfeited. Any vested options must be exercised within 90 days of the end of the Severance Period.