Common use of Severance Upon a Covered Termination Clause in Contracts

Severance Upon a Covered Termination. If Executive’s employment terminates due to a Covered Termination at any time after the Effective Date, then, in addition to the Accrued Obligations: (a) Executive shall be paid target Annual Bonus for the fiscal year in which the termination occurs, prorated for the length of service provided during the calendar year through the termination date, payable in a single lump-sum payment within thirty (30) days following the date of termination; (b) Executive shall be paid an aggregate amount equal to twelve (12) months of Executive’s Base Salary in effect on the date of termination, payable to Executive in a single lump-sum amount on the sixtieth (60th) day following the date of termination; (c) Executive and Executive’s covered dependents will be eligible to continue their health care benefit coverage as permitted by COBRA (Internal Revenue Code Section 4980B) at the Company’s expense for the lesser of (i) twelve (12) months following the Covered Termination, or (ii) until the Executive and/or Executive’s covered dependents are no longer eligible for COBRA (for clarification and as an example, in the event Executive is covered by another health plan, etc.). Thereafter, Executive and Executive’s covered dependents shall be entitled to maintain coverage for Executive and Executive’s eligible dependents at Executive’s own expense for the balance of the period that Executive is entitled to coverage under COBRA; and (d) the Option, along with any subsequent options or other exercisable equity interest in the Company held by Executive shall remain outstanding and exercisable through the earlier of (i) the second (2nd) anniversary of the date of termination or (ii) the original expiration date of the option or other equity interest. Notwithstanding the foregoing, the amounts payable under this Article IV, other than the Annual Bonus, shall be reduced by the amount of severance or other cash compensation, if any, payable under the Company’s Change of Control Severance Plan attached hereto as Exhibit D, which may be amended from time-to-time by the Company at the Company’s sole discretion. For the avoidance of doubt, all amounts payable under this Agreement shall be subject to applicable federal, state, local or foreign tax withholding requirements.

Severance Upon a Covered Termination. If Executive’s employment terminates due to a Covered Termination at any time after the Effective Commencement Date, then, in addition to the Accrued Obligations: (a) Executive shall be paid target Annual Bonus for the fiscal year in which the termination occurs, prorated for the length of service provided during the calendar year through the termination date, payable in a single lump-sum payment within thirty (30) days following the date of termination; (b) Executive shall be paid an aggregate amount equal to twelve (12) months of Executive’s Base Salary in effect on the date of termination, payable to Executive in a single lump-sum amount on the sixtieth (60th) day following the date of termination; (c) Executive and Executive’s covered dependents will be eligible to continue their health care benefit coverage as permitted by COBRA (Internal Revenue Code Section 4980B) at the Company’s expense for the lesser of (i) twelve (12) months following the Covered Termination, or (ii) until the Executive and/or Executive’s covered dependents are no longer eligible for COBRA (for clarification and as an example, in the event Executive is covered by another health plan, etc.). Thereafter, Executive and Executive’s covered dependents shall be entitled to maintain coverage for Executive and Executive’s eligible dependents at Executive’s own expense for the balance of the period that Executive is entitled to coverage under COBRA; and (d) the Option, along with any subsequent options or other exercisable equity interest in the Company held by Executive shall remain outstanding and exercisable through the earlier of (i) the second (2nd) anniversary of the date of termination or (ii) the original expiration date of the option or other equity interest. Notwithstanding the foregoing, the amounts payable under this Article IV, other than the Annual BonusBonus and the extended exercisability set forth in Section 4.1(d), shall be reduced by the amount of severance or other cash compensation, if any, payable under the Company’s Change of Control Severance Plan attached hereto as Exhibit D, which may be amended from time-to-time by the Company at the Company’s sole discretion. C. For the avoidance of doubt, all amounts payable under this Agreement shall be subject to applicable federal, state, local or foreign tax withholding requirements.

Severance Upon a Covered Termination. If Executive’s employment terminates due to a Covered Termination at any time after the Effective Date, then, in addition to the Accrued ObligationsObligations Executive will be entitled to the following severance benefits: (a) Executive shall be paid target Annual Bonus for the fiscal year in which the termination occurs, prorated for the length of service provided during the calendar year through the termination date, payable in a single lump-sum payment within thirty sixty (3060) days following the date of termination; (b) Executive shall be paid an aggregate amount equal to twelve (12) months of Executive’s Base Salary in effect on the date of termination, payable to Executive in a single lump-sum amount on the sixtieth (60th) day following the date of termination; (c) Executive and Executive’s covered dependents will be eligible to continue their health care benefit coverage as permitted by COBRA (Internal Revenue Code Section 4980B) at the Company’s expense for the lesser of (i) twelve (12) months following the Covered Termination, or (ii) until the Executive and/or Executive’s covered dependents are no longer eligible for COBRA (for clarification and as an example, in the event Executive is covered by another health plan, etc.). Thereafter, Executive and Executive’s covered dependents shall be entitled to maintain coverage for Executive and Executive’s eligible dependents at Executive’s own expense for the balance of the period that Executive is entitled to coverage under COBRA; and (d) any options granted prior or subsequently to the Option, along with any subsequent options date hereof or other exercisable equity interest in the Company held by Executive Executive, shall remain outstanding and exercisable through the earlier of (i) the second (2nd) anniversary of the date of termination or (ii) the original expiration date of the option or other equity interest. Notwithstanding the foregoing, if Executive's employment terminates due to a Covered Termination at any time after the amounts payable under this Article IVEffective Date, other than Executive will receive the Annual Bonusgreater of (i) the severance benefits above, shall be reduced by or (ii) the amount of severance or other cash compensation, if any, payable under benefits provided for in the Company’s Change of Control Amended and Restated Severance Plan attached hereto as Exhibit D, which may be amended from time-to-time by the Company at the Company’s sole discretion, that is in effect at the time of termination. For the avoidance of doubt, all amounts payable under this Agreement shall be subject to applicable federal, state, local or foreign tax withholding requirements.

Severance Upon a Covered Termination. If Executive’s employment terminates due to a Covered Termination at any time after the Effective Date, then, in addition to the Accrued Obligations: (a) Executive shall be paid target Annual Bonus for the fiscal year in which the termination occurs, prorated for the length of service provided during the calendar year through the termination date, payable in a single lump-sum payment within thirty (30) days following the date of termination; (b) Executive shall be paid an aggregate amount equal to twelve (12) months of Executive’s Base Salary in effect on the date of termination, payable to Executive in a single lump-sum amount on the sixtieth (60th) day following the date of termination; (c) Executive and Executive’s covered dependents will be eligible to continue their health care benefit coverage as permitted by COBRA (Internal Revenue Code Section 4980B) at the Company’s expense for the lesser of (i) twelve (12) months following the Covered Termination, or (ii) until the Executive and/or Executive’s covered dependents are no longer eligible for COBRA (for clarification and as an example, in the event Executive is covered by another health plan, etc.). Thereafter, Executive and Executive’s covered dependents shall be entitled to maintain coverage for Executive and Executive’s eligible dependents at Executive’s own expense for the balance of the period that Executive is entitled to coverage under COBRA; and (d) the OptionPromotion Options and Performance Options, along with any subsequent options or other exercisable equity interest in the Company held by Executive as of the date of termination shall remain outstanding and exercisable through the earlier of (i) the second (2nd) anniversary of the date of termination or (ii) the original expiration date of the option or other equity interest. Notwithstanding the foregoing, the amounts payable under this Article IV, other than the Annual Bonus, shall be reduced by the amount of severance or other cash compensation, if any, payable under the Company’s Change of Control Severance Plan attached hereto as Exhibit D, which may be amended from time-to-time by the Company at the Company’s sole discretion. For the avoidance of doubt, all amounts payable under this Agreement shall be subject to applicable federal, state, local or foreign tax withholding requirements.

Severance Upon a Covered Termination. If Executive’s employment terminates due to a Covered Termination at any time after the Effective Date, then, in addition to the Accrued Obligations: (a) Executive shall be paid target Annual Bonus for the fiscal year in which the termination occurs, prorated for the length of service provided during the calendar year through the termination date, payable in a single lump-sum payment within thirty (30) days following the date of termination; (b) Executive shall be paid an aggregate amount equal to twelve (12) months of Executive’s Base Salary in effect on the date of termination, payable to Executive in a single lump-sum amount on the sixtieth (60th) day following the date of termination; (c) Executive and Executive’s covered dependents will be eligible to continue their health care benefit coverage as permitted by COBRA (Internal Revenue Code Section 4980B) at the Company’s expense for the lesser of (i) twelve (12) months following the Covered Termination, or (ii) until the Executive and/or Executive’s covered dependents are no longer eligible for COBRA (for clarification and as an example, in the event Executive is covered by another health plan, etc.). Thereafter, Executive and Executive’s covered dependents shall be entitled to maintain coverage for Executive and Executive’s eligible dependents at Executive’s own expense for the balance of the period that Executive is entitled to coverage under COBRA; and (d) the OptionInducement Options, along with any subsequent options or other exercisable equity interest in the Company held by Executive shall remain outstanding and exercisable through the earlier of (i) the second (2nd) anniversary of the date of termination or (ii) the original expiration date of the option or other equity interest. Notwithstanding the foregoing, if Executive’s employment terminates due to a Covered Termination at any time after the amounts payable under this Article IVEffective Date, other than Executive will receive the Annual Bonusgreater of (i) the severance benefits above, shall be reduced by or (ii) the amount of severance or other cash compensation, if any, payable under benefits provided for in the Company’s Change of Control Amended and Restated Severance Plan attached hereto as Exhibit D, which may be amended from time-to-time by the Company at the Company’s sole discretion, that is in effect at the time of termination. For the avoidance of doubt, all amounts payable under this Agreement shall be subject to applicable federal, state, local or foreign tax withholding requirements.

Severance Upon a Covered Termination. If Executive’s employment terminates due to a Covered Termination at any time after the Effective Commencement Date, then, in addition to the Accrued Obligations: (a) Executive shall be paid target Annual Bonus for the fiscal year in which the termination occurs, prorated for the length of service provided during the calendar year through the termination date, payable in a single lump-sum payment within thirty (30) days following the date of termination; (b) Executive shall be paid an aggregate amount equal to twelve (12) months of Executive’s Base Salary in effect on the date of termination, payable to Executive in a single lump-sum amount on the sixtieth (60th) day following the date of termination; (c) Executive and Executive’s covered dependents will be eligible to continue their health care benefit coverage as permitted by COBRA (Internal Revenue Code Section 4980B) at the Company’s expense for the lesser of (i) twelve (12) months following the Covered Termination, or (ii) until the Executive and/or Executive’s covered dependents are no longer eligible for COBRA (for clarification and as an example, in the event Executive is covered by another health plan, etc.). Thereafter, Executive and Executive’s covered dependents shall be entitled to maintain coverage for Executive and Executive’s eligible dependents at Executive’s own expense for the balance of the period that Executive is entitled to coverage under COBRA; and (d) the Option, along with any subsequent options or other exercisable equity interest in the Company held by Executive Executive, shall remain outstanding and exercisable through the earlier of (i) the second (2nd) anniversary of the date of termination or (ii) the original expiration date of the option or other equity interest. Notwithstanding the foregoing, the amounts payable under this Article IV, other than the Annual BonusBonus and the extended exercisability set forth in Section 4.1(d), shall be reduced by the amount of severance or other cash compensation, if any, payable under the Company’s Change of Control Severance Plan attached hereto as Exhibit D, which may be amended from time-to-time by the Company to time at the Company’s sole discretion. For the avoidance of doubt, all amounts payable under this Agreement shall be subject to applicable federal, state, local or foreign tax withholding requirements.

Severance Upon a Covered Termination. If Executive’s employment terminates due to a Covered Termination at any time after the Effective Date, then, in addition to the Accrued Obligations, Executive will be entitled to the following severance benefits: (a) Executive shall be paid target Annual Bonus for the fiscal year in which the termination occurs, prorated for the length of service provided during the calendar year through the termination date, payable in a single lump-sum payment within thirty sixty (3060) days following the date of termination; (b) Executive shall be paid an aggregate amount equal to twelve (12) months of Executive’s Base Salary in effect on the date of termination, payable to Executive in a single lump-sum amount on the sixtieth (60th) day following the date of termination; (c) Executive and Executive’s covered dependents will be eligible to continue their health care benefit coverage as permitted by COBRA (Internal Revenue Code Section 4980B) at the Company’s expense for the lesser of (i) twelve (12) months following the Covered Termination, or (ii) until the Executive and/or Executive’s covered dependents are no longer eligible for COBRA (for clarification and as an example, in the event Executive is covered by another health plan, etc.). Thereafter, Executive and Executive’s covered dependents shall be entitled to maintain coverage for Executive and Executive’s eligible dependents at Executive’s own expense for the balance of the period that Executive is entitled to coverage under COBRA; and (d) any options granted prior or subsequently to the Option, along with any subsequent options date hereof or other exercisable equity interest in the Company held by Executive Executive, shall remain outstanding and exercisable through the earlier of (i) the second (2nd) anniversary of the date of termination or (ii) the original expiration date of the option or other equity interest. Notwithstanding the foregoing, if Executive's employment terminates due to a Covered Termination at any time after the amounts payable under this Article IVEffective Date, other than Executive will receive the Annual Bonusgreater of (i) the severance benefits above, shall be reduced by or (ii) the amount of severance or other cash compensation, if any, payable under benefits provided for in the Company’s Change of Control Amended and Restated Severance Plan attached hereto as Exhibit DC, which may be amended from time-to-time by the Company at the Company’s sole discretion. , that is in effect at the time of termination.. For the avoidance of doubt, all amounts payable under this Agreement shall be subject to applicable federal, state, local or foreign tax withholding requirements.

Severance Upon a Covered Termination. If Executive’s 's employment terminates due to a Covered Termination at any time after the Effective Date, then, in addition to the Accrued Obligations, the Executive will be entitled to the following severance benefits: (a) Executive shall be paid target Annual Bonus for the fiscal year in which the termination occurs, prorated for the length of service provided during the calendar year through the termination date, payable in a single lump-sum payment within thirty sixty (3060) days following the date of termination; (b) Executive shall be paid an aggregate amount equal to twelve (12) months of Executive’s 's Base Salary in effect on the date of termination, payable to Executive in a single lump-sum amount on the sixtieth (60th) day following the date of termination; (c) Executive and Executive’s 's covered dependents will be eligible to continue their health care benefit coverage as permitted by COBRA (Internal Revenue Code Section 4980B) at the Company’s 's expense for the lesser of (i) twelve (12) months following the Covered Termination, or (ii) until the Executive and/or Executive’s 's covered dependents are no longer eligible for COBRA (for clarification and as an example, in the event Executive is covered by another health plan, etc.). Thereafter, Executive and Executive’s 's covered dependents shall be entitled to maintain coverage for Executive and Executive’s 's eligible dependents at Executive’s 's own expense for the balance of the period that Executive is entitled to coverage under COBRA; and (d) any options granted prior or subsequently to the Option, along with any subsequent options date hereof or other exercisable equity interest in the Company held by Executive Executive, shall remain outstanding and exercisable through the earlier of (i) the second (2nd) anniversary of the date of termination or (ii) the original expiration date of the option option(s) or other equity interest. Notwithstanding the foregoing, if Executive's employment terminates due to a Covered Termination at any time after the amounts payable under this Article IVEffective Date, other than Executive will receive the Annual Bonusgreater of (i) the severance benefits above, shall be reduced by or (ii) the amount of severance or other cash compensation, if any, payable under benefits provided for in the Company’s Change of Control Amended and Restated Severance Plan attached hereto as Exhibit D, which may be amended from time-to-time by the Company at the Company’s sole discretion, that is in effect at the time of termination. For the avoidance of doubt, all amounts payable under this Agreement shall be subject to applicable federal, state, local or foreign tax withholding requirements.

Severance Upon a Covered Termination. If Executive’s employment terminates due to a Covered Termination at any time after the Effective Date, then, in addition to the Accrued Obligations, Executive will be entitled to the following severance benefits: (a) Executive shall be paid target Annual Bonus for the fiscal year in which the termination occurs, prorated for the length of service provided during the calendar year through the termination date, payable in a single lump-sum payment within thirty sixty (3060) days following the date of termination; (b) Executive shall be paid an aggregate amount equal to twelve (12) months of Executive’s Base Salary in effect on the date of termination, payable to Executive in a single lump-sum amount on the sixtieth (60th) day following the date of termination; (c) Executive and Executive’s covered dependents will be eligible to continue their health care benefit coverage as permitted by COBRA (Internal Revenue Code Section 4980B) at the Company’s expense for the lesser of (i) twelve (12) months following the Covered Termination, or (ii) until the Executive and/or Executive’s covered dependents are no longer eligible for COBRA (for clarification and as an example, in the event Executive is covered by another health plan, etc.). Thereafter, Executive and Executive’s covered dependents shall be entitled to maintain coverage for Executive and Executive’s eligible dependents at Executive’s own expense for the balance of the period that Executive is entitled to coverage under COBRA; and (d) any options granted prior or subsequently to the Option, along with any subsequent options date hereof or other exercisable equity interest in the Company held by Executive Executive, shall remain outstanding and exercisable through the earlier of (i) the second (2nd) anniversary of the date of termination or (ii) the original expiration date of the option or other equity interest. Notwithstanding the foregoing, if Executive's employment terminates due to a Covered Termination at any time after the amounts payable under this Article IVEffective Date, other than Executive will receive the Annual Bonusgreater of (i) the severance benefits above, shall be reduced by or (ii) the amount of severance or other cash compensation, if any, payable under benefits provided for in the Company’s Change of Control Amended and Restated Severance Plan attached hereto as Exhibit DC, which may be amended from time-to-time by the Company at the Company’s sole discretion, that is in effect at the time of termination. For the avoidance of doubt, all amounts payable under this Agreement shall be subject to applicable federal, state, local or foreign tax withholding requirements.

Severance Upon a Covered Termination. If Executive’s employment terminates due to a Covered Termination at any time after the Effective Grant Date, then, in addition to the Accrued Obligations: (a) Executive shall be paid target Annual Bonus for the fiscal year in which the termination occurs, prorated for the length of service provided during the calendar year through the termination date, payable in a single lump-sum payment within thirty (30) days following the date of termination; (b) Executive shall be paid an aggregate amount equal to twelve (12) months of Executive’s Base Salary in effect on the date of termination, payable to Executive in a single lump-sum amount on the sixtieth (60th) day following the date of termination; (c) Executive and Executive’s covered dependents will be eligible to continue their health care benefit coverage as permitted by COBRA (Internal Revenue Code Section 4980B) at the Company’s expense for the lesser of (i) twelve eighteen (1218) months following the Covered Termination, or (ii) until the Executive and/or Executive’s covered dependents are no longer eligible for COBRA (for clarification and as an example, in the event Executive is covered by another health plan, etc.). Thereafter, Executive and Executive’s covered dependents shall be entitled to maintain coverage for Executive and Executive’s eligible dependents at Executive’s own expense for the balance of the period that Executive is entitled to coverage under COBRA; and (d) the Inducement Option, along with any subsequent options or other exercisable equity interest in the Company held by Executive shall remain outstanding and exercisable through the earlier of (i) the second (2nd) anniversary of the date of termination or (ii) the original expiration date of the option or other equity interest. Notwithstanding the foregoing, the amounts payable under this Article IV, other than the Annual Bonus, shall be reduced by the amount of severance or other cash compensation, if any, payable under the Company’s Change of Control Severance Plan attached hereto as Exhibit D, which may be amended from time-to-time by the Company at the Company’s sole discretion. For the avoidance of doubt, all amounts payable under this Agreement shall be subject to applicable federal, state, local or foreign tax withholding requirements.