Common use of Termination Apart from a Change of Control Clause in Contracts

Termination Apart from a Change of Control. If the Employee is subject to an Involuntary Termination and Section 3(a) does not apply, then the Employee shall be entitled to the following severance benefits: (i) Six (6) months of Employee’s base salary as in effect as of the date of such termination, less applicable withholding, payable in a lump sum within thirty (30) days of the Involuntary Termination; (ii) The vesting of all stock options and shares of restricted stock granted by the Company to the Employee prior to the Termination Date shall be accelerated such that the Employee is vested in the number of stock options and shares of restricted stock as the Employee would have been vested had the Employee’s employment with the Company continued for a period of twelve (12) months following the Involuntary Termination; (iii) The same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Involuntary Termination; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (ii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with health coverage until the earlier of (i) the date the Employee is no longer eligible to receive continuation coverage pursuant to COBRA and (ii) six (6) months from the Termination Date.

Termination Apart from a Change of Control. If the Employee is subject to an Involuntary Termination and Section 3(a) does not apply, then the Employee shall be entitled to the following severance benefits: (i) Six Twelve (612) months of Employee’s base salary as in effect as of the date of such termination, less applicable withholding, payable in a lump sum within thirty (30) days of the Involuntary Termination; (ii) The vesting of all stock options and shares of restricted stock granted by the Company to the Employee prior to the Termination Date shall be accelerated such that the Employee is vested in the number of stock options and shares of restricted stock as the Employee would have been vested had the Employee’s employment with the Company continued for a period of twelve (12) months following the Involuntary Termination; (iii) The same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Involuntary Termination; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (ii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with health coverage until the earlier of (i) the date the Employee is no longer eligible to receive continuation coverage pursuant to COBRA and (ii) six twelve (612) months from the Termination Date.

Termination Apart from a Change of Control. If the Employee is subject to an Involuntary Termination and Section 3(a) does not apply, then the Employee shall be entitled to the following severance benefits: (i) Six Three (63) months of Employee’s base salary as in effect as of the date of such termination, less applicable withholding, payable in a lump sum within thirty (30) days of the Involuntary Termination; (ii) The vesting of all stock options and shares of restricted stock granted by the Company to the Employee prior to the Termination Date shall be accelerated such that the Employee is vested in the number of stock options and shares of restricted stock as the Employee would have been vested had the Employee’s employment with the Company continued for a period of twelve (12) months following the Involuntary Termination; provided, however that in no event shall vesting acceleration apply to any of the Excluded Shares; (iii) The same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Involuntary Termination; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (ii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with health coverage until the earlier of (i) the date the Employee is no longer eligible to receive continuation coverage pursuant to COBRA and (ii) six (6) months from the Termination Date.