Common use of Severance Upon a Change in Control Clause in Contracts

Severance Upon a Change in Control. In the event that Employee suffers an Involuntary Termination within the 12-month period following the effective date of a Change in Control, then in addition to all accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of Employee’s termination of employment, Employee will be entitled to receive severance benefits as follows: (i) the Company shall pay to Employee in one lump sum an amount equal to the greater of (A) eighteen (18) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination or (B) eighteen (18) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Change in Control; (ii) the Company shall pay to Employee in one lump sum (A) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion), plus (B) 100% of the Employee’s Target Bonus for the year in which the date of Employee’s Involuntary Termination occurs; (iii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and (iv) reimbursement for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of COBRA or other applicable law for a period continuing until the earlier of eighteen (18) months following the Involuntary Termination or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “Change in Control COBRA Coverage Period”). If any of the Company’s health benefits are self-funded as of the date of Employee’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Code or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (iv) above, the Company shall instead pay to Employee the foregoing monthly amount as a taxable monthly payment for the Change in Control COBRA Coverage Period (or any remaining portion thereof). The amounts payable pursuant to clauses (i) and (ii) above shall be payable in a lump sum within five (5) days following the date Employee’s Release becomes effective and irrevocable.

Severance Upon a Change in Control. In the event that Employee suffers an Involuntary Termination within the twelve (12-) month period following the effective date of a Change in of Control, then in addition to all salary and bonuses accrued but unpaid Annual Salary, including Annual Salary in respect as of any accrued and accumulated but unpaid vacation, due to Employee at the date of Employee’s termination of employment, Employee will be entitled to receive severance benefits as follows: (i) during the period commencing on the date of Employee’s termination and ending on the date twelve (12) months after the effective date of the termination (the “Change of Control Severance Period”) the Company shall pay to Employee in one lump sum an amount equal to the greater of (A) eighteen (18) months of Employee’s Annual Salary that the monthly base salary which Employee was receiving immediately prior to the Involuntary Termination or (B) eighteen (18) months of Employee’s Annual Salary that the monthly base salary which Employee was receiving immediately prior to the Change of Control, in Controleach case, in accordance with the Company’s standard payroll practices; (ii) the average bonus paid by the Company shall pay to Employee in one lump sum for services during each of the three 12- month periods (Aor such shorter period of time during which Employee was eligible for a bonus) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, prior to the extent that all criteria for such bonus have been met (Involuntary Termination date, which payments shall be paid during the Change of Control Severance Period in accordance with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion), plus (B) 100% of the EmployeeCompany’s Target Bonus for the year in which the date of Employee’s Involuntary Termination occursstandard payroll practices; and (iii) full acceleration reimbursement for or continuation of payment by the Company of its portion of the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and (iv) reimbursement for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of COBRA or other applicable law for a period continuing until through the earlier of eighteen (18) months following the Involuntary Termination end of the Change of Control Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law law. In addition, Employee’s stock options, restricted stock and other equity awards shall immediately vest, become exercisable and/or the restrictions thereon lapse with respect to one hundred percent (the “Change in Control COBRA Coverage Period”). If any 100%) of the Companyshares of Company common stock subject thereto. Employee’s health benefits are self-funded as stock options, restricted stock and other equity awards shall otherwise be subject to the terms of the date of Employee’s Involuntary Termination, plan and option or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Code or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (iv) above, the Company shall instead pay to Employee the foregoing monthly amount as a taxable monthly payment for the Change in Control COBRA Coverage Period (or any remaining portion thereof). The amounts payable award agreement pursuant to clauses (i) which such options and (ii) above shall be payable in a lump sum within five (5) days following the date Employee’s Release becomes effective and irrevocableother equity awards were granted.

Severance Upon a Change in Control. In the event that Employee suffers an Involuntary Termination within the 12-month period following the effective date of a Change in of Control, then in addition to all salary and bonuses accrued but unpaid Annual Salary, including Annual Salary in respect as of any accrued and accumulated but unpaid vacation, due to Employee at the date of Employee’s termination of employment, Employee will be entitled to receive severance benefits as follows: (i) the Company shall pay to Employee in one lump sum an amount equal to the greater of (A) eighteen (18) 12 months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination or (B) eighteen (18) 12 months of Employee’s Annual Salary that Employee was receiving immediately prior to the Change in of Control; (ii) the Company shall pay to Employee in one lump sum (A) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion), plus (B) 100% of the Employee’s Target Bonus average bonus paid by the Company to Employee for services during each of the year in three most recent fiscal years (or such shorter period of time during which Employee was eligible for a bonus) prior to the date of Employee’s the Involuntary Termination occursTermination; (iii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; , and (iv) reimbursement for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of COBRA or other applicable law for a period continuing until the earlier of eighteen (18) 12 months following the Involuntary Termination or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “Change in Control COBRA Coverage Period”). If any of the Company’s health benefits are self-funded as of the date of Employee’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Code or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (iv) above, the Company shall instead pay to Employee the foregoing monthly amount as a taxable monthly payment for the Change in Control COBRA Coverage Period (or any remaining portion thereof). The amounts payable pursuant to clauses (i) and (ii) above shall be payable in a lump sum within five (5) days following the date Employee’s Release becomes effective and irrevocablelaw.

Severance Upon a Change in Control. In the event that Employee suffers an Involuntary Termination within the 12-month period following the effective date of a Change in Control, then in addition to all accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of Employee’s termination of employment, Employee will be entitled to receive severance benefits as follows: (i) the Company shall pay to Employee in one lump sum an amount equal to the greater of (A) eighteen twelve (1812) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination or (B) eighteen twelve (1812) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Change in Control; (ii) the Company shall pay to Employee in one lump sum (A) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion), plus (B) 100% of the Employee’s Target Bonus average of the bonuses paid by the Company to Employee for services during each of the year in three most recent fiscal years (or such shorter period of time during which Employee was eligible for a bonus) prior to the date of Employee’s the Involuntary Termination occurs(and, to the extent Employee was not employed for an entire fiscal year, the bonus received by Employee for such fiscal year shall be annualized for purposes of the preceding calculation); (iii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and (iv) reimbursement for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of COBRA or other applicable law for a period continuing until the earlier of eighteen twelve (1812) months following the Involuntary Termination or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “"Change in Control COBRA Coverage Period”"). If any of the Company’s health benefits are self-funded as of the date of Employee’s 's Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Code or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (ivii) above, the Company shall instead pay to Employee the foregoing monthly amount as a taxable monthly payment for the Change in Control COBRA Coverage Period (or any remaining portion thereof). The amounts payable pursuant to clauses (i) and (ii) above shall be payable in a lump sum within five (5) days following the date Employee’s 's Release becomes effective and irrevocable.

Severance Upon a Change in Control. In the event that Employee suffers an Involuntary Termination within the 12-month period three (3) months prior to or eighteen (18) months following the effective date of a Change in of Control, then in addition to all accrued but unpaid Annual Salary, including Annual Salary in respect of any base salary and accrued and accumulated but unpaid vacation, due to Employee at unused vacation benefits earned through the date of Employee’s termination at the rate in effect at the time of employmenttermination, less standard deductions and withholdings, Employee will be entitled to receive severance benefits as follows: follows (less standard deductions and withholdings): (i) the Company shall pay to Employee in one lump sum an amount equal to twelve (12) months (the “Change of Control Severance Period”) of the greater of (A) eighteen (18) months of Employee’s Annual Salary that the monthly base salary which Employee was receiving immediately prior to the Involuntary Termination or (B) eighteen (18) months of Employee’s Annual Salary that the monthly base salary which Employee was receiving immediately prior to the Change of Control, in Controleach case, payable in a lump sum on the first payroll date following the date the Release (as described in Section 4(b) becomes effective and irrevocable; (ii) an amount equal to the average bonus paid by the Company shall pay to Employee for services during each of the three 12-month periods (or such shorter period of time during which Employee was eligible for a bonus) prior to the Involuntary Termination date, payable in one a lump sum (A) any accrued but unpaid bonus for on the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on first payroll date following the date the bonus is to be paid) Release (as determined by the Compensation Committee of the Board described in its discretion), plus (BSection 4(b) 100% of the Employee’s Target Bonus for the year in which the date of Employee’s Involuntary Termination occursbecomes effective and irrevocable; and (iii) full acceleration reimbursement for or continuation of payment by the Company of its portion of the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and (iv) reimbursement for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of COBRA or other applicable law for a period continuing until through the earlier of eighteen (18) months following the Involuntary Termination end of the Change of Control Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “Change in Control COBRA Coverage Period”)law. If any of the Company’s health benefits are self-funded as of In addition, on the date of Employee’s such Involuntary Termination, or if Employee’s stock options, restricted stock and other equity awards shall immediately vest, become exercisable and/or the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A restrictions thereon lapse with respect to one hundred percent (100%) of the Code or that is shares of Company common stock subject thereto. Employee’s stock options, restricted stock and other equity awards shall otherwise compliant with applicable law (including, without limitation, Section 2716 be subject to the terms of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (iv) above, the Company shall instead pay to Employee the foregoing monthly amount as a taxable monthly payment for the Change in Control COBRA Coverage Period (plan and option or any remaining portion thereof). The amounts payable award agreement pursuant to clauses (i) which such options and (ii) above shall be payable in a lump sum within five (5) days following the date Employee’s Release becomes effective and irrevocableother equity awards were granted.

Severance Upon a Change in Control. In the event that Employee suffers an Involuntary Termination within the 12-month period following the effective date of a Change in Control, then in addition to all accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of Employee’s termination of employment, Employee will be entitled to receive severance benefits as follows: (i) the Company shall pay to Employee in one lump sum an amount equal to the greater of (A) eighteen twelve (1812) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination or (B) eighteen twelve (1812) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Change in Control; (ii) the Company shall pay to Employee in one lump sum (A) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion), plus (B) 100% of the Employee’s Target Bonus average of the bonuses paid by the Company to Employee for services during each of the year in three most recent fiscal years (or such shorter period of time during which Employee was eligible for a bonus) prior to the date of Employee’s the Involuntary Termination occurs(and, to the extent Employee was not employed for an entire fiscal year, the bonus received by Employee for such fiscal year shall be annualized for purposes of the preceding calculation); (iii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards,; and (iv) reimbursement for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of COBRA or other applicable law for a period continuing until the earlier of eighteen twelve (1812) months following the Involuntary Termination or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “Change in Control COBRA Coverage Period”). If any of the Company’s health benefits are self-funded as of the date of Employee’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Code or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (ivii) above, the Company shall instead pay to Employee the foregoing monthly amount as a taxable monthly payment for the Change in Control COBRA Coverage Period (or any remaining portion thereof). The amounts payable pursuant to clauses (i) and (ii) above shall be payable in a lump sum within five (5) days following the date Employee’s Release becomes effective and irrevocable.

Severance Upon a Change in Control. In the event that Employee suffers an Involuntary Termination within the twelve (12-) month period following the effective date of a Change in of Control, then in addition to all salary and bonuses accrued but unpaid Annual Salary, including Annual Salary in respect as of any accrued and accumulated but unpaid vacation, due to Employee at the date of Employee’s termination of employment, Employee will be entitled to receive severance benefits as follows: (i) during the period commencing on the date of Employee’s termination and ending on the date eighteen (18) months after the effective date of the termination (the “Change of Control Severance Period”) the Company shall pay to Employee in one lump sum an amount equal to the greater of (A) eighteen (18) months of Employee’s Annual Salary that the monthly base salary which Employee was receiving immediately prior to the Involuntary Termination or (B) eighteen (18) months of Employee’s Annual Salary that the monthly base salary which Employee was receiving immediately prior to the Change of Control, in Controleach case, in accordance with the Company’s standard payroll practices; (ii) one hundred and fifty percent (150%) of the average bonus paid by the Company shall pay to Employee in one lump sum for services during each of the three 12- month periods (Aor such shorter period of time during which Employee was eligible for a bonus) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, prior to the extent that all criteria for such bonus have been met (Involuntary Termination date, which payments shall be paid during the Change of Control Severance Period in accordance with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion), plus (B) 100% of the EmployeeCompany’s Target Bonus for the year in which the date of Employee’s Involuntary Termination occursstandard payroll practices; and (iii) full acceleration reimbursement for or continuation of payment by the Company of its portion of the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and (iv) reimbursement for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of COBRA or other applicable law for a period continuing until through the earlier of eighteen (18) months following the Involuntary Termination end of the Change of Control Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law law. In addition, Employee’s stock options, restricted stock and other equity awards shall immediately vest, become exercisable and/or the restrictions thereon lapse with respect to one hundred percent (the “Change in Control COBRA Coverage Period”). If any 100%) of the Companyshares of Company common stock subject thereto. Employee’s health benefits are self-funded as stock options, restricted stock and other equity awards shall otherwise be subject to the terms of the date of Employee’s Involuntary Termination, plan and option or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Code or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (iv) above, the Company shall instead pay to Employee the foregoing monthly amount as a taxable monthly payment for the Change in Control COBRA Coverage Period (or any remaining portion thereof). The amounts payable award agreement pursuant to clauses (i) which such options and (ii) above shall be payable in a lump sum within five (5) days following the date Employee’s Release becomes effective and irrevocableother equity awards were granted.

Severance Upon a Change in Control. In the event that Employee suffers an Involuntary Termination within the 12-month period following the effective date of a Change in of Control, then in addition to all salary and bonuses accrued but unpaid Annual Salary, including Annual Salary in respect as of any accrued and accumulated but unpaid vacation, due to Employee at the date of Employee’s termination of employment, Employee will be entitled to receive severance benefits as follows: (i) the Company shall pay to Employee in one lump sum an amount equal to the greater of (A) eighteen six (186) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination or (B) eighteen six (186) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Change in of Control; (ii) the Company shall pay to Employee in one lump sum (A) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion), plus (B) 100% of the Employee’s Target Bonus average bonus paid by the Company to Employee for services during each of the year in three most recent fiscal years (or such shorter period of time during which Employee was eligible for a bonus) prior to the date of Employee’s the Involuntary Termination occursTermination; (iii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; , and (iv) reimbursement for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of COBRA or other applicable law for a period continuing until the earlier of eighteen six (186) months following the Involuntary Termination or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “Change in Control COBRA Coverage Period”). If any of the Company’s health benefits are self-funded as of the date of Employee’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Code or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (iv) above, the Company shall instead pay to Employee the foregoing monthly amount as a taxable monthly payment for the Change in Control COBRA Coverage Period (or any remaining portion thereof). The amounts payable pursuant to clauses (i) and (ii) above shall be payable in a lump sum within five (5) days following the date Employee’s Release becomes effective and irrevocablelaw.

Severance Upon a Change in Control. In the event that Employee suffers an Involuntary Termination within the 12-month period following the effective date of a Change in of Control, then in addition to all salary and bonuses accrued but unpaid Annual Salary, including Annual Salary in respect as of any accrued and accumulated but unpaid vacation, due to Employee at the date of Employee’s termination of employment, Employee will be entitled to receive severance benefits as follows: (i) the Company shall pay to Employee in one lump sum an amount equal to the greater of (A) eighteen (18) 9 months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination or (B) eighteen (18) 9 months of Employee’s Annual Salary that Employee was receiving immediately prior to the Change in of Control; (ii) the Company shall pay to Employee in one lump sum (A) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion), plus (B) 100% of the Employee’s Target Bonus average bonus paid by the Company to Employee for services during each of the year in three most recent fiscal years (or such shorter period of time during which Employee was eligible for a bonus) prior to the date of Employee’s the Involuntary Termination occursTermination; (iii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; , and (iv) reimbursement for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of COBRA or other applicable law for a period continuing until the earlier of eighteen (18) 9 months following the Involuntary Termination or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “Change in Control COBRA Coverage Period”). If any of the Company’s health benefits are self-funded as of the date of Employee’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Code or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (iv) above, the Company shall instead pay to Employee the foregoing monthly amount as a taxable monthly payment for the Change in Control COBRA Coverage Period (or any remaining portion thereof). The amounts payable pursuant to clauses (i) and (ii) above shall be payable in a lump sum within five (5) days following the date Employee’s Release becomes effective and irrevocablelaw.

Severance Upon a Change in Control. In the event that Employee suffers an Involuntary Termination within the twelve (12-) month period following the effective date of a Change in of Control, then in addition to all salary and bonuses accrued but unpaid Annual Salary, including Annual Salary in respect as of any accrued and accumulated but unpaid vacation, due to Employee at the date of Employee’s termination of employment, Employee will be entitled to receive severance benefits as follows: (i) during the period commencing on the date of Employee’s termination and ending on the date twelve (12) months after the effective date of the termination (the “Change of Control Severance Period”) the Company shall pay to Employee in one lump sum an amount equal to the greater of (A) eighteen (18) months of Employee’s Annual Salary that the monthly base salary which Employee was receiving immediately prior to the Involuntary Termination or (B) eighteen (18) months of Employee’s Annual Salary that the monthly base salary which Employee was receiving immediately prior to the Change of Control, in Controleach case, in accordance with the Company’s standard payroll practices; (ii) the average bonus paid by the Company shall pay to Employee in one lump sum for services during each of the three 12-month periods (Aor such shorter period of time during which Employee was eligible for a bonus) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, prior to the extent that all criteria for such bonus have been met (Involuntary Termination date, which payments shall be paid during the Change of Control Severance Period in accordance with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion), plus (B) 100% of the EmployeeCompany’s Target Bonus for the year in which the date of Employee’s Involuntary Termination occursstandard payroll practices; and (iii) full acceleration reimbursement for or continuation of payment by the Company of its portion of the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and (iv) reimbursement for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of COBRA or other applicable law for a period continuing until through the earlier of eighteen (18) months following the Involuntary Termination end of the Change of Control Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law law. In addition, Employee’s stock options, restricted stock and other equity awards shall immediately vest, become exercisable and/or the restrictions thereon lapse with respect to one hundred percent (the “Change in Control COBRA Coverage Period”). If any 100%) of the Companyshares of Company common stock subject thereto. Employee’s health benefits are self-funded as stock options, restricted stock and other equity awards shall otherwise be subject to the terms of the date of Employee’s Involuntary Termination, plan and option or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Code or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (iv) above, the Company shall instead pay to Employee the foregoing monthly amount as a taxable monthly payment for the Change in Control COBRA Coverage Period (or any remaining portion thereof). The amounts payable award agreement pursuant to clauses (i) which such options and (ii) above shall be payable in a lump sum within five (5) days following the date Employee’s Release becomes effective and irrevocableother equity awards were granted.

Severance Upon a Change in Control. In the event that Employee suffers an Involuntary Termination within the 12-month period following the effective date of a Change in Control, then in addition to all accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of Employee’s termination of employment, Employee will be entitled to receive severance benefits as follows: (i) the Company shall pay to Employee in one lump sum an amount equal to the greater of (A) eighteen six (186) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination or (B) eighteen six (186) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Change in Control; (ii) the Company shall pay to Employee in one lump sum (A) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion), plus (B) 100% of the Employee’s Target Bonus average of the bonuses paid by the Company to Employee for services during each of the year in three most recent fiscal years (or such shorter period of time during which Employee was eligible for a bonus) prior to the date of Employee’s the Involuntary Termination occurs(and, to the extent Employee was not employed for an entire fiscal year, the bonus received by Employee for such fiscal year shall be annualized for purposes of the preceding calculation); (iii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; , and (iv) reimbursement for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of COBRA or other applicable law for a period continuing until the earlier of eighteen six (186) months following the Involuntary Termination or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “"Change in Control COBRA Coverage Period”"). If any of the Company’s health benefits are self-funded as of the date of Employee’s 's Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Code or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (ivii) above, the Company shall instead pay to Employee the foregoing monthly amount as a taxable monthly payment for the Change in Control COBRA Coverage Period (or any remaining portion thereof). The amounts payable pursuant to clauses (i) and (ii) above shall be payable in a lump sum within five (5) days following the date Employee’s 's Release becomes effective and irrevocable.