Common use of TERMINATION BY THE COMPANY OR SUCCESSOR EMPLOYER Clause in Contracts

TERMINATION BY THE COMPANY OR SUCCESSOR EMPLOYER. If (a) during the period commencing on the date the Company enters into a definitive agreement with respect to a transaction that would constitute a Change of Control (as defined below) and ending on the date the definitive agreement therefore is terminated or the Change of Control is consummated, the Company terminates Executive’s employment without cause (as defined below), (b) during the period commencing upon the consummation of the Change of Control and ending twenty-four months thereafter, the Company or, if applicable, the surviving or successor employer (“Successor Employer”) terminates Executive’s employment without Cause (as defined below), or (c) during the period commencing upon the consummation of the Change of Control and ending twenty-four (24) months thereafter, Executive resigns for Good Reason (as defined below), then Executive shall be entitled to receive the following termination payments and benefits: (1) severance payments equal to six (6) months salary (the higher of that in effect immediately prior to Change of Control or that in effect immediately prior to termination), to be paid out over six (6) months in the course of the Company’s or the Surviving Employer’s regularly scheduled payroll; (2) continuation of health, dental and vision insurance, at substantially equivalent coverage to those in place as of the termination date, and Life Insurance, including supplemental coverage, if and as allowed under the policy’s portability clause, for no less than six (6) months, and other benefits substantially equivalent to those in place as of the termination date, for six (6) months; (3) any unpaid salary and accrued, unused vacation as of the date Executive’s employment terminates; (4) bonus at the target or budgeted amount for the year in which termination occurs, based on any bonus plan in place for that year, pro-rated for through the date of termination; and (5) accelerated vesting of 100% of Executive’s then unvested options to purchase shares of the Company’s common stock or the options to purchase common stock of the Successor Employer issued in substitution therefor in connection with the Change of Control, any restricted stock units or other similar stock based awards. The severance payments and benefits described in this paragraph are expressly contingent upon Executive’s signing upon termination a full release in a form acceptable to Successor Employer, and are further contingent upon Executive’s full compliance with the terms of the Confidentiality Agreement (as defined in paragraph 5 below) with the Company.

TERMINATION BY THE COMPANY OR SUCCESSOR EMPLOYER. If (a) during the period commencing on the date the Company enters into a definitive agreement with respect to a transaction that would constitute a Change of Control (as defined below) and ending on the date the definitive agreement therefore is terminated or the Change of Control is consummated, the Company terminates Executive’s 's employment without cause (as defined below), (b) during the period commencing upon the consummation of the Change of Control and ending twenty-four months thereafter, the Company or, if applicable, the surviving or successor employer (“"Successor Employer”") terminates Executive’s 's employment without Cause (as defined below), or (c) during the period commencing upon the consummation of the Change of Control and ending twenty-four (24) months thereafter, Executive resigns for Good Reason (as defined below), then Executive shall be entitled to receive the following termination payments and benefits: (1) severance payments equal to six eighteen (618) months salary (the higher of that in effect immediately prior to Change of Control or that in effect immediately prior to termination), to be paid out over six eighteen (618) months in the course of the Company’s 's or the Surviving Employer’s 's regularly scheduled payroll; (2) continuation of health, dental and vision insurance, at substantially equivalent coverage to those in place as of the termination date, and Life Insurance, including supplemental coverage, if and as allowed under the policy’s 's portability clause, for no less than six eighteen (618) months, and other benefits substantially equivalent to those in place as of the termination date, for six eighteen (618) months; (3) any unpaid salary and accrued, unused vacation as of the date Executive’s 's employment terminates; (4) bonus at the target or budgeted amount for the year in which termination occurs, based on any bonus plan in place for that year, pro-rated for through the date of termination; and (5) accelerated vesting of 100% of Executive’s 's then unvested options to purchase shares of the Company’s 's common stock or the options to purchase common stock of the Successor Employer issued in substitution therefor in connection with the Change of Control, any restricted stock units or other similar stock based awards. The severance payments and benefits described in this paragraph are expressly contingent upon Executive’s 's signing upon termination a full release in a form acceptable to Successor Employer, and are further contingent upon Executive’s 's full compliance with the terms of the Confidentiality Agreement (as defined in paragraph 5 below) with the Company.

TERMINATION BY THE COMPANY OR SUCCESSOR EMPLOYER. If (a) during the period commencing on the date the Company enters into a definitive agreement with respect to a transaction that would constitute a Change of Control (as defined below) and ending on the date the definitive agreement therefore is terminated or the Change of Control is consummated, the Company terminates Executive’s 's employment without cause (as defined below), (b) during the period commencing upon the consummation of the Change of Control and ending twenty-four months thereafter, the Company or, if applicable, the surviving or successor employer (“"Successor Employer”") terminates Executive’s 's employment without Cause (as defined below), or (c) during the period commencing upon the consummation of the Change of Control and ending twenty-four (24) months thereafter, Executive resigns for Good Reason (as defined below), then Executive shall be entitled to receive the following termination payments and benefits: (1) severance payments equal to six twelve (612) months salary (the higher of that in effect immediately prior to Change of Control or that in effect immediately prior to termination), to be paid out over six twelve (612) months in the course of the Company’s 's or the Surviving Employer’s 's regularly scheduled payroll; (2) continuation of health, dental and vision insurance, at substantially equivalent coverage to those in place as of the termination date, and Life Insurance, including supplemental coverage, if and as allowed under the policy’s 's portability clause, for no less than six twelve (612) months, and other benefits substantially equivalent to those in place as of the termination date, for six twelve (612) months; (3) any unpaid salary and accrued, unused vacation as of the date Executive’s 's employment terminates; (4) bonus at the target or budgeted amount for the year in which termination occurs, based on any bonus plan in place for that year, pro-rated for through the date of termination; and (5) accelerated vesting of 100% of Executive’s 's then unvested options to purchase shares of the Company’s 's common stock or the options to purchase common stock of the Successor Employer issued in substitution therefor in connection with the Change of Control, any restricted stock units or other similar stock based awards. The severance payments and benefits described in this paragraph are expressly contingent upon Executive’s 's signing upon termination a full release in a form acceptable to Successor Employer, and are further contingent upon Executive’s 's full compliance with the terms of the Confidentiality Agreement (as defined in paragraph 5 below) with the Company.

TERMINATION BY THE COMPANY OR SUCCESSOR EMPLOYER. If (a) during the period commencing on the date the Company enters into a definitive agreement with respect to a transaction that would constitute a Change of Control (as defined below) and ending on the date the definitive agreement therefore is terminated or the Change of Control is consummated, the Company terminates Executive’s 's employment without cause (as defined below), (b) during the period commencing upon the consummation of the Change of Control and ending twenty-four months thereafter, the Company or, if applicable, the surviving or successor employer (“"Successor Employer”") terminates Executive’s 's employment without Cause (as defined below), or (c) during the period commencing upon the consummation of the Change of Control and ending twenty-four (24) months thereafter, Executive resigns for Good Reason (as defined below), then Executive shall be entitled to receive the following termination payments and benefits: (1) six months notice of termination shall be given, during which time the Executive will continue to receive the monthly salary and benefits in effect at date of notice; (2) severance payments equal to six (6) months salary (the higher of that in effect immediately prior to Change of Control or that in effect immediately prior to termination), to be paid out over six (6) months in the course of the Company’s 's or the Surviving Employer’s 's regularly scheduled payroll; (23) continuation of health, dental and vision insurance, at substantially equivalent coverage to those in place as of the termination date, and Life Insurance, including supplemental coverage, if and as allowed under the policy’s 's portability clause, for no less than six (6) months, and other benefits substantially equivalent to those in place as of the termination date, for six (6) months; (34) any unpaid salary and accrued, unused vacation as of the date Executive’s 's employment terminates; (45) bonus at the target or budgeted amount for the year in which termination occurs, based on any bonus plan in place for that year, pro-rated for through the date of termination; and (56) accelerated vesting of 100% of Executive’s 's then unvested options to purchase shares of the Company’s 's common stock or the options to purchase common stock of the Successor Employer issued in substitution therefor in connection with the Change of Control, any restricted stock units or other similar stock based awards. awards The severance payments and benefits described in this paragraph are expressly contingent upon Executive’s 's signing upon termination a full release in a form acceptable to Successor Employer, and are further contingent upon Executive’s 's full compliance with the terms of the Confidentiality Agreement (as defined in paragraph 5 below) with the Company.

TERMINATION BY THE COMPANY OR SUCCESSOR EMPLOYER. If (a) during the period commencing on the date the Company enters into a definitive agreement with respect to a transaction that would constitute a Change of Control (as defined below) and ending on the date the definitive agreement therefore is terminated or the Change of Control is consummated, the Company terminates Executive’s 's employment without cause (as defined below), (b) during the period commencing upon the consummation of the Change of Control and ending twenty-four months thereafter, the Company or, if applicable, the surviving or successor employer (“"Successor Employer”") terminates Executive’s 's employment without Cause (as defined below), or (c) during the period commencing upon the consummation of the Change of Control and ending twenty-four (24) months thereafter, Executive resigns for Good Reason (as defined below), then Executive shall be entitled to receive the following termination payments and benefits: (1) severance payments equal to six (6) months salary (the higher of that in effect immediately prior to Change of Control or that in effect immediately prior to termination), to be paid out over six (6) months in the course of the Company’s 's or the Surviving Employer’s 's regularly scheduled payroll; (2) continuation of health, dental and vision insurance, at substantially equivalent coverage to those in place as of the termination date, and Life Insurance, including supplemental coverage, if and as allowed under the policy’s 's portability clause, for no less than six (6) months, and other benefits substantially equivalent to those in place as of the termination date, for six (6) months; (3) any unpaid salary and accrued, unused vacation as of the date Executive’s 's employment terminates; (4) bonus at the target or budgeted amount for the year in which termination occurs, based on any bonus plan in place for that year, pro-rated for through the date of termination; and (5) accelerated vesting of 100% of Executive’s 's then unvested options to purchase shares of the Company’s 's common stock or the options to purchase common stock of the Successor Employer issued in substitution therefor in connection with the Change of Control, any restricted stock units or other similar stock based awards. The severance payments and benefits described in this paragraph are expressly contingent upon Executive’s 's signing upon termination a full release in a form acceptable to Successor Employer, and are further contingent upon Executive’s 's full compliance with the terms of the Confidentiality Agreement (as defined in paragraph 5 below) with the Company.