Common use of Termination by the Company Without Cause or by Executive for Good Reason Following a Change in Control Clause in Contracts

Termination by the Company Without Cause or by Executive for Good Reason Following a Change in Control. In the event that a Change in Control of the Company (as defined below) occurs and within a period of one (1) year following the Change in Control, or ninety (90) days preceding the earlier to occur of a Change in Control or the execution of a definitive agreement the consummation of which would result in a Change in Control, Executive’s employment is terminated other than for Cause, or during such period of time Executive terminates Executive’s employment for Good Reason, then, in addition to the Accrued Obligations and any accrued and unpaid Annual Performance Bonus for the prior fiscal year, Executive shall receive the following, subject to the terms and conditions described in Section 4(g): (i) The severance payments and benefits payments set forth in Section 4(e)(i) and (iv), provided that the lump sum payment contemplated by Section 4(e)(i) shall be based on eighteen (18) months in value of Base Salary, and the payments contemplated by Section 4(e)(iv) shall be for a period of eighteen (18) months. (ii) On the date of termination of Executive’s employment, Executive shall become fully vested in any and all equity awards outstanding as of the date of Executive’s termination and this provision shall supersede any option acceleration provision contained in any option agreement outstanding on the Effective Date. (iii) A lump sum payment equal to the then target Annual Performance Bonus amount multiplied by 1.5 (which payment shall be made in the first payroll following the effective date of the Release). Payment of the above described severance payments and benefits are expressly conditioned on Executive’s execution without revocation of the Release pursuant to Section 4(g) and return of Company property under Section 6. In the event that Executive is eligible for the severance payments and benefits under this Section 4(f), Executive shall not be eligible for any of the severance payments and benefits as provided in Section 4(e).

Termination by the Company Without Cause or by Executive for Good Reason Following a Change in Control. In the event that a Change in Control of the Company (as defined below) occurs and within a period of one (1) year following the Change in Control, or ninety (90) days preceding the earlier to occur of a Change in Control or the execution of a definitive agreement the consummation of which would result in a Change in Control, Executive’s employment is terminated other than for Cause, or during such period of time Executive terminates Executive’s employment for Good Reason, then, in addition to the Accrued Obligations and any accrued and unpaid Annual Performance Bonus for the prior fiscal year, Executive shall receive the following, subject to the terms and conditions described in Section 4(g): (i) The severance payments and benefits payments set forth in Section 4(e)(i) and (iv), provided that the lump sum payment contemplated by Section 4(e)(i) shall be based on eighteen twenty-four (1824) months in value of Base Salary, and the payments contemplated by Section 4(e)(iv) shall be for a period of eighteen twenty-four (1824) months. (ii) On the date of termination of Executive’s employment, Executive shall become fully vested in any and all equity awards outstanding as of the date of Executive’s termination and this provision shall supersede any option acceleration provision contained in any option agreement outstanding on the Effective Date. (iii) A lump sum payment equal to the then target Annual Performance Bonus amount multiplied by 1.5 2.0 (which payment shall be made in the first payroll following the effective date of the Release). Payment of the above described severance payments and benefits are expressly conditioned on Executive’s execution without revocation of the Release pursuant to Section 4(g) and return of Company property under Section 6. In the event that Executive is eligible for the severance payments and benefits under this Section 4(f), Executive shall not be eligible for any of the severance payments and benefits as provided in Section 4(e).