Common use of Termination Due to a Change in Control Clause in Contracts

Termination Due to a Change in Control. Executive’s employment may be terminated upon a Change in Control. For purposes of this Agreement, the term “Change in Control” shall mean the sale or disposition by Company to an unrelated third party of substantially all of its business or assets, or the sale of the capital stock of Company in connection with the sale or transfer of a Controlling Interest in Company to an unrelated third party, or the merger or consolidation of Company with another corporation as part of a sale or transfer of a Controlling Interest in Company to an unrelated third party. For purposes of this definition, the term “Controlling Interest” means the sale or transfer of Company’s securities representing at least 50.1% of the voting power. It will be presumed that a termination is a termination under this subsection (e) rather than a termination under subsection (d) (Election by Company) if Executive’s employment is terminated during the period that begins when negotiations for the Change in Control begin and ends on the six month anniversary of the closing of the Change in Control transaction and such termination is not a termination for cause pursuant to Section 11 or a termination resulting from Executive’s death, disability or election pursuant to subsections (a), (b) or (c) of this Section 12. If Executive’s employment is terminated pursuant to subsections (a), (b), or (c) of this Section 12, Company shall pay to Executive (i) Executive’s accrued but unpaid Annual Salary and the value of unused paid time off through the effective date of the termination; (ii) Executive’s accrued but unpaid Bonus, if any; and (iii) business expenses incurred prior to the effective date of termination. Executive shall not be entitled to continue to participate in any employee benefit plans except to the extent provided in such plans for terminated participants, or as may be required by applicable law. If Executive’s employment is terminated pursuant to subsection (d) of this Section 12, Company shall pay to Executive (i) Executive’s accrued but unpaid Annual Salary and the value of unused paid time off through the effective date of the termination; (ii) Executive’s accrued but unpaid Bonus, if any; (iii) business expenses incurred prior to the effective date of termination; and (iv) severance (the “Severance Payment”) consisting of six months of the Annual Salary, less legally required deductions. Company may elect in its sole discretion whether to pay the Severance Payment in one lump sum or on regular pay days for the six months following termination of Executive’s employment. For a termination under subsection (d), Executive shall be entitled to continue to participate in employee benefit plans described in Section 5(d), at Company’s sole expense, for six months following termination of Executive’s employment. If Executive’s employment is terminated pursuant to subsection (e) of this Section 12, Executive shall be entitled to receive (i) Executive’s accrued but unpaid Annual Salary and the value of unused paid time off through the effective date of the termination; (ii) Executive’s accrued but unpaid Bonus, if any; (iii) business expenses incurred prior to the effective date of termination; and (iv) an amount equal to one-half the Annual Salary. In addition, any equity award that is scheduled to vest any time after the termination of Executive’s employment will vest immediately upon the termination of Executive’s employment pursuant to subsection (e). In the event of a termination of Executive’s employment pursuant to subsections (a), (b), (c) and (d) above, all other rights Executive has under any benefit or stock option plans and programs shall be determined in accordance with the terms and conditions of such plans and programs. With the exception of the terms of this Section 12 and any obligations, duties and responsibilities Executive has under the Proprietary Information and Inventions Agreement, upon termination of Executive’s employment the obligations of Executive and Company under this Agreement shall immediately cease.

Termination Due to a Change in Control. Executive’s employment may be terminated upon a Change in Control. For purposes of this Agreement, the term “Change in Control” shall mean the sale or disposition by Company to an unrelated third party of substantially all of its business or assets, or the sale of the capital stock of Company in connection with the sale or transfer of a Controlling Interest in Company to an unrelated third party, or the merger or consolidation of Company with another corporation as part of a sale or transfer of a Controlling Interest in Company to an unrelated third party. For purposes of this definition, the term “Controlling Interest” means the sale or transfer of Company’s securities representing at least 50.1% of the voting power. It will be presumed that a termination is a termination under this subsection (e) rather than a termination under subsection (d) (Election by Company) if Executive’s employment is terminated during the period that begins when negotiations for the Change in Control begin and ends on the six month anniversary of the closing of the Change in Control transaction and such termination is not a termination for cause pursuant to Section 11 or a termination resulting from Executive’s death, disability or election pursuant to subsections (a), (b) or (c) of this Section 12. If Executive’s employment is terminated pursuant to subsections (a), (b), or (c) of this Section 12paragraph, Company shall pay to Executive (i) Executive’s accrued but unpaid Annual Salary and the value of unused paid time off through the effective date of the termination; (ii) Executive’s accrued but unpaid Annual Bonus, if any; and (iii) business expenses incurred prior to the effective date of termination. Executive shall not be entitled to continue to participate in any employee benefit plans except to the extent provided in such plans for terminated participants, or as may be required by applicable law. If Executive’s employment is terminated pursuant to subsection (d) of this Section 12paragraph, Company shall pay to Executive (i) Executive’s accrued but unpaid Annual Salary and the value of unused paid time off through the effective date of the termination; (ii) Executive’s accrued but unpaid Annual Bonus, if any; (iii) business expenses incurred prior to the effective date of termination; and (iv) severance (the “Severance Payment”) consisting of the greater of (y) the salary that would be due to Executive if the employment had not been terminated, or (z) six (6) months of the Annual Salary, less legally required legal deductions. Company Employer may elect in its sole discretion whether to pay the Severance Payment these salary payments in one lump sum or on regular pay days for the six months following termination of Executive’s employment. For a termination under subsection (d), Executive shall be entitled to continue to participate in employee benefit plans described in Section 5(d), at Company’s sole expense, ) for six months following termination of Executive’s employment. If Executive’s employment is terminated pursuant to subsection (e) of this Section 12paragraph, Executive shall be entitled to receive (i) Executive’s accrued but unpaid Annual Salary and the value of unused paid time off through the effective date of the termination; (ii) Executive’s accrued but unpaid Annual Bonus, if any; (iii) business expenses incurred prior to the effective date of termination; and (iv) an amount equal to one-half the Annual Salary due to Executive for the balance of the Term, in a lump sum and without discount to present value, but in no event shall such payment total less than the Annual Salary. In addition, any equity award that is scheduled to vest any time after the termination of Executive’s employment will vest immediately upon the termination of Executive’s employment pursuant to subsection (e). In the event of a termination of Executive’s employment pursuant to subsections (a), (b), (c) and (d) above, all All other rights Executive has under any benefit or stock option plans and programs shall be determined in accordance with the terms and conditions of such plans and programs. With the exception of the terms of this Section 12 and any obligations, duties and responsibilities Executive has under the Proprietary Information and Inventions Agreementparagraph 12, upon termination of Executive’s employment the obligations of Executive and Company under this Agreement shall immediately cease.

Termination Due to a Change in Control. Executive’s employment may be terminated upon a Change in Control. For purposes of this Agreement, the term “Change in Control” shall mean the sale or disposition by Company to an unrelated third party of substantially all of its business or assets, or the sale of the capital stock of Company in connection with the sale or transfer of a Controlling Interest in Company to an unrelated third party, or the merger or consolidation of Company with another corporation as part of a sale or transfer of a Controlling Interest in Company to an unrelated third party. For purposes of this definition, the term “Controlling Interest” means the sale or transfer of Company’s securities representing at least 50.1greater than 50% of the voting power. It will be presumed that a termination is a termination under this subsection (e) rather than a termination under subsection (d) (Election by Company) if Executive’s employment is terminated during the period that begins when negotiations for the Change in Control begin and ends on the six month anniversary of the closing of the Change in Control transaction and such termination is not a termination for cause pursuant to Section 11 or a termination resulting from Executive’s death, disability disability, or election pursuant to subsections (a), (b) or (c) of this Section 12. If Executive’s employment is terminated pursuant to subsections (a), (b), or (c) of this Section 12, Company shall pay to Executive (i) Executive’s accrued but unpaid Annual Salary and the value of unused paid time off through the effective date of the termination; (ii) Executive’s accrued but unpaid Bonus, if any; and (iii) business expenses incurred prior to the effective date of termination. Executive shall not be entitled to continue to participate in any employee benefit plans except to the extent provided in such plans for terminated participants, or as may be required by applicable law. If Executive’s employment is terminated pursuant to subsection (d) of this Section 12, Company shall pay to Executive (i) Executive’s accrued but unpaid Annual Salary and the value of unused paid time off through the effective date of the termination; (ii) Executive’s accrued but unpaid Bonus, if any; (iii) business expenses incurred prior to the effective date of termination; and (iv) severance (the “Severance Payment”) consisting of six months of the Annual Salary, less legally required deductions. Company may elect in its sole discretion whether to pay the Severance Payment in one lump sum or on regular pay days for the six months following termination of Executive’s employment. For a termination under subsection (d12(e), Executive shall be entitled to continue to participate in employee benefit plans described in Section 5(d), at Company’s sole expense, for six months following termination of Executive’s employment. If Executive’s employment is terminated pursuant to subsection (e) of this Section 12, Executive shall be entitled to receive (i) Executive’s accrued but unpaid Annual Salary and the value of unused paid time off through the effective date of the termination; (ii) Executive’s accrued but unpaid Bonus, if any; (iii) business expenses incurred but unpaid prior to the effective date of termination; and (iv) an amount equal the Relocation Adjustment, accrued but unpaid prior to one-half the effective date of termination; (v) the Relocation Adjustment from and after the effective date of termination through the end of the Payment Period; and (vi) severance consisting of six months Annual Salary, all less legal deductions. In addition, any equity award that is was scheduled to vest any time after during the period following the termination of Executive’s employment will vest immediately upon the termination of Executive’s employment pursuant to subsection (ethis Section 12(e). In the event of a termination of Executive’s employment pursuant to subsections (a), (b), (c) and (d) above, all other rights Executive has under any benefit or stock option plans and programs shall be determined in accordance with the terms and conditions of such plans and programs. With the exception of the terms of this Section Sections 12 and any obligations, duties and responsibilities Executive has under the Proprietary Information Employee Intellectual Property Assignment and Inventions Nondisclosure Agreement, upon termination of Executive’s employment the obligations of Executive and Company under this Agreement shall immediately cease.

Termination Due to a Change in Control. Executive’s employment may be terminated upon a Change in Control. For purposes of this Agreement, the term “Change in Control” shall mean the sale or disposition by Company to an unrelated third party of substantially all of its business or assets, or the sale of the capital stock of Company in connection with the sale or transfer of a Controlling Interest in Company to an unrelated third party, or the merger or consolidation of Company with another corporation as part of a sale or transfer of a Controlling Interest in Company to an unrelated third party. For purposes of this definition, the term “Controlling Interest” means the sale or transfer of Company’s securities representing at least 50.1% of the voting power. It will be presumed that a termination is a termination under this subsection (e) rather than a termination under subsection (d) (Election by Company) if Executive’s employment is terminated during the period that begins when negotiations for the Change in Control begin and ends on the six month anniversary of the closing of the Change in Control transaction and such termination is not a termination for cause pursuant to Section 11 or a termination resulting from Executive’s death, disability or election pursuant to subsections (a), (b) or (c) of this Section 12. If Executive’s employment is terminated pursuant to subsections (a), (b), or (c) of this Section 12, Company shall pay to Executive (i) Executive’s accrued but unpaid Annual Salary and the value of unused paid time off through the effective date of the termination; (ii) Executive’s accrued but unpaid Bonus, if any; and (iii) business expenses incurred prior to the effective date of termination. Executive shall not be entitled to continue to participate in any employee benefit plans except to the extent provided in such plans for terminated participants, or as may be required by applicable law. If Executive’s employment is terminated pursuant to subsection (d) of this Section 12, Company shall pay to Executive (i) Executive’s accrued but unpaid Annual Salary and the value of unused paid time off through the effective date of the termination; (ii) Executive’s accrued but unpaid Bonus, if any; (iii) business expenses incurred prior to the effective date of termination; and (iv) severance (the “Severance Payment”) consisting of six months of the Annual Salary, less legally required legal deductions. Company may elect in its sole discretion whether to pay the Severance Payment in one lump sum or on regular pay days for the six months following termination of Executive’s employment. For a termination under subsection (d), Executive shall be entitled to continue to participate in employee benefit plans described in Section 5(d), at Company’s sole expense, for six months following termination of Executive’s employment. If Executive’s employment is terminated pursuant to subsection (e) of this Section 12, Executive shall be entitled to receive (i) Executive’s accrued but unpaid Annual Salary and the value of unused paid time off through the effective date of the termination; (ii) Executive’s accrued but unpaid Bonus, if any; (iii) business expenses incurred prior to the effective date of termination; and (iv) an amount equal to one-half the Annual Salary. In addition, any equity award that is was scheduled to vest any time after during the two year period following the termination of Executive’s employment will vest immediately upon the termination of Executive’s employment pursuant to subsection (e). In the event of a termination of Executive’s employment pursuant to subsections (a), (b), (c) and (d) above, all other rights Executive has under any benefit or stock option plans and programs shall be determined in accordance with the terms and conditions of such plans and programs. With the exception of the terms of this Section 12 and any obligations, duties and responsibilities Executive has under the Proprietary Information and Inventions Agreement, upon termination of Executive’s employment the obligations of Executive and Company under this Agreement shall immediately cease.

Termination Due to a Change in Control. Executive’s employment may be terminated upon a Change in Control. For purposes of this Agreement, the term “Change in Control” shall mean the sale or disposition by Company to an unrelated third party of substantially all of its business or assets, or the sale of the capital stock of Company in connection with the sale or transfer of a Controlling Interest in Company to an unrelated third party, or the merger or consolidation of Company with another corporation as part of a sale or transfer of a Controlling Interest in Company to an unrelated third party. For purposes of this definition, the term “Controlling Interest” means the sale or transfer of Company’s securities representing at least 50.1greater than 50% of the voting power. It will be presumed that a termination is a termination under this subsection (e) rather than a termination under subsection (d) (Election by Company) if Executive’s employment is terminated during the period that begins when negotiations for the Change in Control begin and ends on the six month anniversary of the closing of the Change in Control transaction and such termination is not a termination for cause pursuant to Section 11 or a termination resulting from Executive’s death, disability or election pursuant to subsections (a), (b) or (c) of this Section 12. If Executive’s employment is terminated pursuant to subsections (a), (b), or (c) of this Section 12, Company shall pay to Executive (i) Executive’s accrued but unpaid Annual Salary and the value of unused paid time off through the effective date of the termination; (ii) Executive’s accrued but unpaid Bonus, if any; and (iii) business expenses incurred prior to the effective date of termination. Executive shall not be entitled to continue to participate in any employee benefit plans except to the extent provided in such plans for terminated participants, or as may be required by applicable law. If Executive’s employment is terminated pursuant to subsection (d) of this Section 12, Company shall pay to Executive (i) Executive’s accrued but unpaid Annual Salary and the value of unused paid time off through the effective date of the termination; (ii) Executive’s accrued but unpaid Bonus, if any; (iii) business expenses incurred prior to the effective date of termination; and (iv) severance (the “Severance Payment”) consisting of six months of the one year’s Annual Salary, less legally required legal deductions. Company may elect in its sole discretion whether to pay the Severance Payment in one lump sum or on regular pay days for the six months one year period following termination of Executive’s employment. For a termination under subsection (d), Executive shall be entitled to continue to participate in employee benefit plans described in Section 5(d), at Company’s sole expense, for six months a period of one year following termination of Executive’s employment. If Executive’s employment is terminated pursuant to subsection (e) of this Section 12, Executive shall be entitled to receive (i) Executive’s accrued but unpaid Annual Salary and the value of unused paid time off through the effective date of the termination; (ii) Executive’s accrued but unpaid Bonus, if any; (iii) business expenses incurred prior to the effective date of termination; and (iv) an amount equal to one-half the Annual SalarySalary for one year. In addition, any equity award that is was scheduled to vest any time after following the termination of Executive’s employment will vest immediately upon the termination of Executive’s employment pursuant to subsection (e). In the event of a termination of Executive’s employment pursuant to subsections (a), (b), (c) and (d) above, all other rights Executive has under any benefit or stock option plans and programs shall be determined in accordance with the terms and conditions of such plans and programs. With the exception of the terms of this Section 12 and any obligations, duties and responsibilities Executive has under the Proprietary Information and Inventions Agreement, upon termination of Executive’s employment the obligations of Executive and Company under this Agreement shall immediately cease.

Termination Due to a Change in Control. Executive’s employment may be terminated upon a Change in Control. For purposes of this Agreement, the term “Change in Control” shall mean the sale or disposition by Company to an unrelated third party of substantially all of its business or assets, or the sale of the capital stock of Company in connection with the sale or transfer of a Controlling Interest in Company to an unrelated third party, or the merger or consolidation of Company with another corporation as part of a sale or transfer of a Controlling Interest in Company to an unrelated third party. For purposes of this definition, the term “Controlling Interest” means the sale or transfer of Company’s securities representing at least 50.1greater than 50% of the voting power. It will be presumed that a termination is a termination under this subsection (e) rather than a termination under subsection (d) (Election by Company) if Executive’s employment is terminated during the period that begins when negotiations for the Change in Control begin and ends on the six month anniversary of the closing of the Change in Control transaction and such termination is not a termination for cause pursuant to Section 11 or a termination resulting from Executive’s death, disability disability, or election pursuant to subsections (a), (b) or (c) of this Section 12. If Executive’s employment is terminated pursuant to subsections (a), (b), or (c) of this Section 12, Company shall pay to Executive (i) Executive’s accrued but unpaid Annual Salary and the value of unused paid time off through the effective date of the termination; (ii) Executive’s accrued but unpaid Bonus, if any; and (iii) business expenses incurred prior to the effective date of termination. Executive shall not be entitled to continue to participate in any employee benefit plans except to the extent provided in such plans for terminated participants, or as may be required by applicable law. If Executive’s employment is terminated pursuant to subsection (d) of this Section 12, Company shall pay to Executive (i) Executive’s accrued but unpaid Annual Salary and the value of unused paid time off through the effective date of the termination; (ii) Executive’s accrued but unpaid Bonus, if any; (iii) business expenses incurred prior to the effective date of termination; and (iv) severance (the “Severance Payment”) consisting of six months the greater of the (A) Executive's Annual Salary, less legally required legal deductions, for a period of the remaining number of months in the Initial Term of this Agreement; or (B) one-year's Annual Salary, less legal deductions. Company may elect elect, in its sole discretion whether discretion, to pay the Severance Payment these salary payments in one lump sum or on regular pay days for the six months one year period following termination of Executive’s employment. For a termination under subsection (d), Executive shall be entitled entitled, at Executive’s expense, to continue to participate in employee benefit plans described in Section 5(d), at Company’s sole expense, ) for six months a period of one year following termination of Executive’s employment, to the extent provided in such plans for terminated participants, or as may be required by applicable law. If Executive’s employment is terminated pursuant to subsection (e) of this Section 12, Executive shall be entitled to receive (i) Executive’s accrued but unpaid Annual Salary and the value of unused paid time off through the effective date of the termination; (ii) Executive’s accrued but unpaid Bonus, if any; (iii) business expenses incurred prior to the effective date of termination; and (iv) an amount equal to one-half the Annual SalarySalary for one year, less legal deductions. In addition, any equity award that is was scheduled to vest any time after (or which carries a Company repurchase right scheduled to lapse) following the termination of Executive’s employment will vest or lapse (as applicable) immediately upon the termination of Executive’s employment pursuant to subsection (e). In the event of a termination of Executive’s employment pursuant to subsections (a), (b), (c) and (d) above, all other rights Executive has under any benefit or stock option plans and programs the disposition of Executive’s options granted pursuant to Section 6 hereof shall be determined in accordance with governed by the applicable terms and conditions of the Plan and any award agreement executed in respect of such plans and programsoptions; provided, however, for a termination under Subsection (d), Executive shall be entitled to accelerated vesting of all unvested options granted under Section 6 hereof (or, if applicable, Company’s repurchase right with respect thereto shall lapse) as of the effective date of such termination. With the exception of the terms of this Section 12 and any obligations, duties and responsibilities Executive has under the Proprietary Information Employee Intellectual Property Assignment and Inventions Nondisclosure Agreement, upon termination of Executive’s employment the obligations of Executive and Company under this Agreement shall immediately cease.