Common use of Termination by the Company without Cause or by Executive for Good Reason within Twelve Months following a Change of Control Clause in Contracts

Termination by the Company without Cause or by Executive for Good Reason within Twelve Months following a Change of Control. Subject to Sections 8(d), 8(e) and 9(b) below and Exhibit A attached hereto, in the event that Executive’s employment is terminated by the Company without Cause pursuant to Section 7(b) of this Agreement or by Executive for Good Reason pursuant to Section 7(c) of this Agreement, in either case within twelve (12) months following a Change of Control (as defined below), in addition to the Accrued Compensation, in lieu of any payments and benefits provided in Section 8(a) above, the Company shall provide Executive with the severance payments and benefits specified below: (i) the Company shall pay Executive in one lump sum, at the time set forth in Section 8(d) hereof, an amount equal to the sum of (A) Executive’s annualized Base Salary at the rate then in effect, and (B) the full amount of Executive’s target annual bonus for the year in which Executive’s termination of employment occurs; and (ii) subject to Executive’s eligibility for and timely election to continue participation in the Company’s group health and dental plans under COBRA or similar applicable state law and Executive’s copayment of premium amounts at the active employees’ rate, and only for so long as Executive is eligible for such coverage through COBRA or similar applicable state law, the Company shall continue to pay the employer portion of the premiums for the Company’s group health and dental program for Executive in order to allow Executive to continue to participate in the Company’s group health and dental program for twelve (12) months following the date of Executive’s termination of employment, or, if earlier, until the date Executive becomes eligible to enroll in such plans of any new employer, unless the Company’s provision of such payments would violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (iii) all outstanding and unvested stock options and other equity awards, in each case, that vest based solely on the passage of time then held by Executive shall become fully vested and exercisable or non-forfeitable, as the case may be, as of the termination date and, with respect to any stock options then held by Executive, those options shall remain exercisable for the period of time set forth in the applicable grant agreement.