Common use of Termination After Change of Control Clause in Contracts

Termination After Change of Control. If the Company terminates Executive's employment without Cause, or Executive terminates his employment for Good Reason, in either case within six months after a Change of Control, then (i) the Company shall pay to Executive in either a lump-sum or through salary continuation, at the Company's sole discretion, the amount of Executive's then current base salary for a period of 12 months, (ii) the Company and the Board shall cause all of Executive's unvested stock options to immediately vest effective as of the date Executive's employment terminates, and Executive shall have four months to exercise the options vested under this Section 3, (iii) if Executive elects continued coverage under the Company's health plan pursuant to the Comprehensive Omnibus Budget Reconciliation Act of 1985, as amended, then the Company shall continue to pay the Company's portion of the premium for Executive's continued coverage under the Company's health plan until the first to occur of (A) the date that is 12 months after the date of termination and (B) the date upon which Executive is employed by a third party and is eligible for coverage by such third party's health insurance plan and (iv) if Executive elects continued coverage under the Company's life insurance plan, then the Company shall continue to pay the Company's portion of the premium for Executive's continued coverage under the Company's life insurance plan, or if continued coverage under the Company's life insurance plan is not available pursuant to the terms of such plan, then the Company shall pay to Executive the amount of the premium that would otherwise be payable by the Company if Executive's employment were not terminated until the date that is 12 months after the date of termination. Thereafter, Executive shall not be entitled to receive, and the Company shall have no obligation to provide Executive with any additional salary, payments or benefits of any kind.

Termination After Change of Control. If the Company terminates Executive's employment without CauseIf, or Executive terminates his employment for Good Reason, in either case within six months after a Change of Control, Executive terminates his employment for Good Reason, then (i) the Company shall pay to Executive in either a lump-sum or through salary continuation, at the Company's sole discretion, the amount of Executive's then current base salary Base Salary pursuant to Section 2(a) for the balance of the Term and for a period of 12 monthsmonths after expiration of the Term, (ii) the Company and the Board shall cause all of Executive's unvested stock options to immediately vest effective as of the date Executive's employment terminates, and Executive shall have four months to exercise the options vested under this Section 34(d), (iii) if Executive elects continued coverage under the Company's health plan pursuant to the Comprehensive Omnibus Budget Reconciliation Act of 1985, as amended, then the Company shall continue to pay the Company's portion of the premium for Executive's continued coverage under the Company's health plan until the first to occur of (A) the date that is 12 months after the date of termination and (B) the date upon which Executive is employed by a third party and is eligible for coverage by such third party's health insurance plan and (iv) if Executive elects continued coverage under the Company's life insurance plan, then the Company shall continue to pay the Company's portion of the premium for Executive's continued coverage under the Company's life insurance plan, or if continued coverage under the Company's life insurance plan is not available pursuant to the terms of such plan, then the Company shall pay to Executive the amount of the premium that would otherwise be payable by the Company if Executive's employment were not terminated terminated, until the date that is 12 months after the date of termination. Thereafter, Executive shall not be entitled to receive, and the Company shall have no obligation to provide Executive with any additional salary, payments or benefits of any kind.

Termination After Change of Control. If the Company terminates ExecutiveEmployee's employment without Cause, or Executive Employee terminates his his/her employment for Good Reason, in either case within six 12 months after a Change of Control, then (A) the Company shall pay to Employee, within ten (10) days of the date of such termination or such shorter period as may be required by law, all Accrued Amounts, and (B) the Company shall pay to Employee, within ten (10) days after the execution by the Employee and delivery to the Company of the mutual release in the form set out in Schedule A (to which the Company hereby agrees effective upon execution by Employee) the following: (i) the Company shall pay to Executive Employee in either a lump-sum or through salary continuation, at the Company's sole discretion, the an amount equal to twelve (12) months of ExecutiveEmployee's then current annual base salary for a period of 12 months, salary, (ii) the Company and the Board shall cause all of Executive's unvested stock options to immediately vest effective as of the date Executive's employment terminates, and Executive shall have four months to exercise the options vested under this Section 3, (iii) if Executive Employee elects continued coverage under the Company's health plan pursuant to the Comprehensive Omnibus Budget Reconciliation Act of 1985, as amendedamended ("COBRA"), then the Company shall continue to pay the Company's portion of the premium for ExecutiveEmployee's continued coverage under the Company's health plan until the first to occur of (A) the date that is 12 months after the Employee's date of termination and (B) the date upon which Executive is employed by a third party and is eligible for coverage by such third partyEmployee's health insurance plan and COBRA continuation period terminates in accordance with COBRA, and (iviii) if Executive Employee elects continued coverage under the Company's life insurance plan, then the Company shall continue to pay the Company's portion of the premium for ExecutiveEmployee's continued coverage under the Company's life insurance plan, or if continued coverage under the Company's life insurance plan is not available pursuant to the terms of such plan, then the Company shall pay to Executive Employee the amount of the premium that would otherwise be payable by the Company if ExecutiveEmployee's employment were not terminated until the date that is 12 months after the date of termination. Thereafter, Executive Employee shall not be entitled to receive, and the Company shall have no obligation to provide Executive Employee with any additional salary, payments or benefits of any kind. In the event the Employee fails to execute and deliver to the Company the release referred to above within ten (10) days after the termination of the Employee's employment, the Company shall not be obligated to pay or provide to the Employee the amounts and benefits set out in clauses (i) through (iii) above.

Termination After Change of Control. If the Company terminates Executive's employment without Cause, or Executive terminates his employment for Good Reason, in either case within six months after a Change of Control, then (i) the Company shall pay to Executive in either a lump-sum or through salary continuation, at the Company's sole discretion, the amount of Executive's then current base salary pursuant to Section 2(a) of the Personal Services Agreement between Executive and the Company for the balance of the term pursuant to section 1(c) of the Personal Services Agreement and for a period of 12 monthsmonths after the term of section 1(c) of the Personal Services Agreement, (ii) the Company and the Board shall cause all of Executive's unvested stock options to immediately vest effective as of the date Executive's employment terminates, and Executive shall have four months to exercise the options vested under this Section 3, (iii) if Executive elects continued coverage under the Company's health plan pursuant to the Comprehensive Omnibus Budget Reconciliation Act of 1985, as amended, then the Company shall continue to pay the Company's portion of the premium for Executive's continued coverage under the Company's health plan until the first to occur of (A) the date that is 12 months after the date of termination and (B) the date upon which Executive is employed by a third party and is eligible for coverage by such third party's health insurance plan and (iv) if Executive elects continued coverage under the Company's life insurance plan, then the Company shall continue to pay the Company's portion of the premium for Executive's continued coverage under the Company's life insurance plan, or if continued coverage under the Company's life insurance plan is not available pursuant to the terms of such plan, then the Company shall pay to Executive the amount of the premium that would otherwise be payable by the Company if Executive's employment were not terminated until the date that is 12 months after the date of termination. Thereafter, Executive shall not be entitled to receive, and the Company shall have no obligation to provide Executive with any additional salary, payments or benefits of any kind.

Termination After Change of Control. If the Company terminates Executive's employment without Cause, or Executive terminates his her employment for Good Reason, in either case within six months after a Change of Control, then (i) the Company shall pay to Executive in either a lump-sum or through salary continuation, at the Company's sole discretion, the amount of Executive's then current base salary pursuant to section 2(a) of the Personal Services Agreement between the Executive and the Company for the balance of the term pursuant to section 1(c) of the Personal Services Agreement and for a period of 12 monthsmonths after the term pursuant to section 1(c) of the Personal Services Agrement, (ii) the Company and the Board shall cause all of Executive's unvested stock options to immediately vest effective as of the date Executive's employment terminates, and Executive shall have four months to exercise the options vested under this Section 3, (iii) if Executive elects continued coverage under the Company's health plan pursuant to the Comprehensive Omnibus Budget Reconciliation Act of 1985, as amended, then the Company shall continue to pay the Company's portion of the premium for Executive's continued coverage under the Company's health plan until the first to occur of (A) the date that is 12 months after the date of termination and (B) the date upon which Executive is employed by a third party and is eligible for coverage by such third party's health insurance plan and (iv) if Executive elects continued coverage under the Company's life insurance plan, then the Company shall continue to pay the Company's portion of the premium for Executive's continued coverage under the Company's life insurance plan, or if continued coverage under the Company's life insurance plan is not available pursuant to the terms of such plan, then the Company shall pay to Executive the amount of the premium that would otherwise be payable by the Company if Executive's employment were not terminated until the date that is 12 months after the date of termination. Thereafter, Executive shall not be entitled to receive, and the Company shall have no obligation to provide Executive with any additional salary, payments or benefits of any kind.

Termination After Change of Control. If the Company terminates Executive's employment without Cause, or Executive terminates his his/her employment for Good ReasonReason under Section 3(g) or upon a Change of Control under Section 3(f), in either case within six three months after a Change of ControlControl and prior to the expiration of the Term, then then: (i) the Company shall pay to Executive in either a lump-sum or through salary continuation, at the Company's sole discretion, the monthly amount of Executive's ’s then current base salary Base Salary pursuant to Section 2(a) for a period of 12 up to the remaining term on this Agreement, or for a period of twelve (12) months, whichever is lesser; (ii) if the Company and the Board shall cause all of Executive's unvested stock options to immediately vest effective as of the date Executive's employment terminates, and Executive shall have four months to exercise the options vested under this Section 3, (iii) if Executive elects continued coverage under the Company's ’s health plan pursuant to the Comprehensive Omnibus Budget Reconciliation Act of 1985, as amendedamended (“COBRA”), then the Company shall continue to pay the Company's ’s portion of the premium for the Executive's ’s continued coverage under the Company's ’s health plan until the first to occur of (A) the date that is 12 twelve (12) months after the date of termination and (B) the date upon which Executive is employed by a third party and is eligible for coverage by such third party's health insurance plan ; and (iviii) if Executive elects continued coverage under the Company's ’s life insurance plan, if any, then the Company shall continue to pay the Company's ’s portion of the premium for Executive's ’s continued coverage under the Company's ’s life insurance plan, or if continued coverage under the Company's ’s life insurance plan is not available pursuant to the terms of such plan, then the Company shall pay to Executive the amount of the premium that would otherwise be payable by the Company if Executive's ’s employment were not terminated terminated, until the first to occur of (A) the date that is 12 twelve (12) months after the date of termination, and (B) the date upon which Executive is employed by a third party. Thereafter, Executive shall not be entitled to receive, and the Company shall have no obligation to provide Executive with any additional salary, payments or benefits of any kind.

Termination After Change of Control. If the Company terminates Executive's employment without Cause, or Executive terminates his his/her employment for Good ReasonReason under Section 3(g) or upon a Change of Control under Section 3(f), in either case within six three months after a Change of ControlControl and prior to the expiration of the Term, then (then: ( i) the Company shall pay to Executive in either a lump-sum or through salary continuation, at the Company's sole discretion, the monthly amount of Executive's ’s then current base salary Base Salary pursuant to Section 2(a) for a period of 12 up to the remaining term on this Agreement, or for a period of twelve (12) months, whichever is lesser; (ii) if the Company and the Board shall cause all of Executive's unvested stock options to immediately vest effective as of the date Executive's employment terminates, and Executive shall have four months to exercise the options vested under this Section 3, (iii) if Executive elects continued coverage under the Company's ’s health plan pursuant to the Comprehensive Omnibus Budget Reconciliation Act of 1985, as amendedamended (“COBRA”), then the Company shall continue to pay the Company's ’s portion of the premium for the Executive's ’s continued coverage under the Company's ’s health plan until the first to occur of (A) the date that is 12 twelve (12) months after the date of termination and (B) the date upon which Executive is employed by a third party and is eligible for coverage by such third party's health insurance plan ; and (iviii) if Executive elects continued coverage under the Company's ’s life insurance plan, if any, then the Company shall continue to pay the Company's ’s portion of the premium for Executive's ’s continued coverage under the Company's ’s life insurance plan, or if continued coverage under the Company's ’s life insurance plan is not available pursuant to the terms of such plan, then the Company shall pay to Executive the amount of the premium that would otherwise be payable by the Company if Executive's ’s employment were not terminated terminated, until the first to occur of (A) the date that is 12 twelve (12) months after the date of termination, and (B) the date upon which Executive is employed by a third party. Thereafter, Executive shall not be entitled to receive, and the Company shall have no obligation to provide Executive with any additional salary, payments or benefits of any kind.

Termination After Change of Control. If the Company terminates Executive's employment without CauseIf, or Executive terminates his employment for Good Reason, in either case within six months after a Change of Control, Executive terminates his employment for Good Reason, then (i) the Company shall pay to Executive in either a lump-sum or through salary continuation, at the Company's sole discretion, the amount of Executive's then current base salary Base Salary pursuant to Section 2(a) for the balance of the Term and for a period of 12 monthsmonths after expiration of the Term, (ii) the Company and the Board shall cause all of Executive's unvested stock options to immediately vest effective as of the date Executive's employment terminates, and Executive shall have four months to exercise the options vested under this Section 34(d), (iii) if Executive elects continued coverage under the Company's health plan pursuant to the Comprehensive Omnibus Budget Reconciliation Act of 1985, as amended, then the Company shall continue to pay the Company's portion of the premium for Executive's continued coverage under the Company's health plan until the first to occur of of (A) the date that is 12 months after the date of termination and (B) the date upon which Executive is employed by a third party and is eligible for coverage by such third party's health insurance plan and (iv) if Executive elects continued coverage under the Company's life insurance plan, then the Company shall continue to pay the Company's portion of the premium for Executive's continued coverage under the Company's life insurance plan, or if continued coverage under the Company's life insurance plan is not available pursuant to the terms of such plan, then the Company shall pay to Executive the amount of the premium that would otherwise be payable by the Company if Executive's employment were not terminated terminated, until the date that is 12 months after the date of termination. Thereafter, Executive shall not be entitled to receive, and the Company shall have no obligation to provide Executive with any additional salary, payments or benefits of any kind.