Common use of Termination Following a Change of Control Clause in Contracts

Termination Following a Change of Control. (a) If a Change of Control occurs while the Employee is employed by the Company, then, subject to SECTION 4 hereof, the number of all stock options and restricted stock owned beneficially by the Employee which (A) are, in the case of stock options, unvested and, in the case of restricted stock, subject to a repurchase option, as of the effective date of the Change of Control, and (B) would have been either vested or been released from such repurchase option on the first anniversary of the first day of the month immediately following the effective date of the Change of Control, assuming only for such purposes that the Employee continued to be employed by the Company during such period, shall on the effective date of the Change of Control be fully vested (and immediately exercisable) and any such repurchase option shall cease to apply to such restricted stock, regardless of whether or not the Employee's employment with the Company continues following the effective date of the Change of Control. The balance of any unvested stock options or restricted stock subject to a repurchase option not so accelerated shall continue to vest on the same schedule that existed prior to the Change of Control with respect to such options or stock. (b) If the Employee's employment with the Company terminates at any time as a result of the Involuntary Termination of the Employee within twelve (12) months immediately following a Change of Control, then, subject to SECTION 4 hereof, all stock options and restricted stock owned beneficially by the Employee and which are, in the case of stock options, unvested and, in the case of restricted stock, subject to a repurchase option as of the effective time of the Change of Control event shall become vested (and immediately exercisable) and any such repurchase option shall cease to apply to such restricted stock.

Termination Following a Change of Control. (a) If a Change of Control occurs while the Employee is employed by the Company, then, subject to SECTION 4 hereof, the number of all stock options and restricted stock owned beneficially by the Employee which (A) are, in the case of stock options, unvested and, in the case of restricted stock, subject to a repurchase option, as of the effective date of the Change of Control, and (B) would have been either vested or been released from such repurchase option on the first anniversary of the first day of the month immediately following the effective date of the Change of Control, assuming only for such purposes that the Employee continued to be employed by the Company during such period, shall on the effective date of the Change of Control be fully vested (and immediately exercisable) and any such repurchase option shall cease to apply to such restricted stock, regardless of whether or not the Employee's employment with the Company continues following the effective date of the Change of Control. The balance of any unvested stock options or restricted stock subject to a repurchase option not so accelerated shall continue to vest on the same schedule that existed prior to the Change of Control with respect to such options or stock. (b) If the Employee's employment with the Company terminates at any time as a result of a Change in Control Involuntary Termination at any time within eighteen (18) months after a Change of Control, Employee shall be entitled to the following severance benefits: (i) Twenty-four (24) 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 Termination; (ii) one hundred percent (100%) of Employee's bonus for the year in which the termination occurs; (iii) all equity awards, including without limitation stock option grants, restricted stock and stock purchase rights, granted by the Company to the Employee prior to the Change of Control shall become fully vested or released from the Company's repurchase right (if any shares of stock purchased by or granted to the Employee prior to the Change of Control remain subject to such repurchase right) and exercisable as of the Employee date of the termination to the extent such equity awards are outstanding and unexercisable or unreleased at the time of such termination, with the right to exercise said equity awards within twelve (12) months immediately following a Change of Controlsuch termination; and (iv) the same level of health (i.e., thenmedical, subject to SECTION 4 hereof, all stock options vision and restricted stock owned beneficially by dental) coverage and benefits as in effect for the Employee and which are, in on the case of stock options, unvested and, in day immediately preceding the case of restricted stock, subject to a repurchase option as day of the effective time Employee's termination of employment; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Change Internal Revenue Code of Control event 1986, as amended; and (B) 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 become vested continue to provide Employee with health coverage until the earlier of (and immediately exercisableC) and any such repurchase option shall cease the date Employee is no longer eligible to apply receive continuation coverage pursuant to such restricted stockCOBRA, or (D) twelve (12) months from the termination date.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time within eighteen (a18) If months after a Change of Control occurs while the Employee is employed by the Company, then, subject to SECTION 4 hereof, the number of all stock options and restricted stock owned beneficially by the Employee which (A) are, in the case of stock options, unvested and, in the case of restricted stock, subject to a repurchase option, as of the effective date of the Change of Control, and the Employee signs and does not revoke the release of claims pursuant to Section 7 hereto, Employee shall be entitled to the following severance benefits: (B1) would have been either vested or been released from such repurchase option on the first anniversary Twelve months of Employee’s base salary and any applicable allowances as in effect as of the first day date of the month immediately termination or, if greater, as in effect in the year in which the Change of Control occurs, plus an amount equal to the full amount of Employee’s target bonus for the calendar year of the date of termination plus a pro rata portion (based on number of full weeks during such year) of the amount of such bonus, or, if no target bonus has been established, an amount equal to Employee’s bonus in the prior year plus a pro rata portion (based on number of full weeks during such year) of the amount of such bonus, less applicable withholding, payable in a lump sum within twenty (20) days following the effective date of the Change release of Control, assuming only for such purposes that the Employee continued claims pursuant to be employed Section 7 hereto; (2) all stock options granted by the Company during such period, shall on to the effective date of the Change of Control be fully vested (and immediately exercisable) and any such repurchase option shall cease to apply to such restricted stock, regardless of whether or not the Employee's employment with the Company continues following the effective date of the Change of Control. The balance of any unvested stock options or restricted stock subject to a repurchase option not so accelerated shall continue to vest on the same schedule that existed Employee prior to the Change of Control with respect shall accelerate and become vested under the applicable option agreements to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or stock.its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse; (b3) If the Employee's employment with the Company terminates at any time Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the Involuntary Company to the Employee prior to the Change of Control for a period of two (2) years following the Termination Date; and (4) the same level of Company-paid health (i.e., medical, vision and dental) coverage and benefits for such coverage as in effect for the Employee (and any eligible dependents) on the day immediately preceding the Employee’s Termination Date; 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 such Company-paid coverage until the earlier of (i) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months immediately following a Change of Control, then, subject to SECTION 4 hereof, all stock options and restricted stock owned beneficially by from the Employee and which are, in the case of stock options, unvested and, in the case of restricted stock, subject to a repurchase option as of the effective time of the Change of Control event shall become vested (and immediately exercisable) and any such repurchase option shall cease to apply to such restricted stockTermination Date.

Termination Following a Change of Control. (a) If the Employee’s employment with the Company terminates as a Change result of Control occurs while the Employee is employed by the Company, then, subject to SECTION 4 hereof, the number of all stock options and restricted stock owned beneficially by the Employee which (A) arean Involuntary Termination on, in the case of stock options, unvested and, in the case of restricted stock, subject to connection with or at any time within twelve (12) months after a repurchase option, as of the effective date of the Change of Control, regardless of whether Employee obtains employment elsewhere, Employee shall be entitled, upon Employee’s execution of a general release of claims against the Company or any of its successors or assigns, to the following severance benefits which are in lieu of benefits (if any) as may then be established under the Employee’s then existing severance agreement or the Company’s then existing severance and benefits plans and policies at the time of such termination or as may be currently established under the Company’s existing severance and benefits plans and policies at the date of execution of this Agreement: (Bi) would have been either vested or been released from such repurchase option on the first anniversary Employee shall receive a lump sum cash payment in an amount equal to twelve (12) months of Employee’s base salary as in effect as of the first day of the month immediately following the effective date of the Change of Controlsuch termination, assuming only for such purposes that the Employee continued to be employed less applicable withholding; (ii) all stock options granted by the Company during such period, shall on to the effective date of the Change of Control be fully vested (and immediately exercisable) and any such repurchase option shall cease to apply to such restricted stock, regardless of whether or not the Employee's employment with the Company continues following the effective date of the Change of Control. The balance of any unvested stock options or restricted stock subject to a repurchase option not so accelerated shall continue to vest on the same schedule that existed Employee prior to the Change of Control shall become fully vested and exercisable as of the date of the termination to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to such options or stock.all of the shares; (biii) If (i) the Employee's employment with 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 Budget Reconciliation Act of 1985 (“COBRA”) within the time period prescribed pursuant to COBRA, then the Company terminates at any time as a result of the Involuntary Termination of the shall reimburse Employee within for up to twelve (12) months of coverage equivalent to the level of health, dental and life insurance coverage that was provided to such employee immediately following a prior to the Termination Date (the “Company-Paid Coverage”). If such coverage included the Employee’s dependents immediately prior to the Change of Control, thensuch dependents shall also be covered at Company expense. Company-Paid Coverage shall continue until the earlier of (i) twelve (12) months from the date of the Termination Date, subject to SECTION 4 hereof, all stock options and restricted stock owned beneficially by or (ii) the date that the Employee and which arehis dependents become covered under another employer’s group health, in the case dental or life insurance plans that provide Employee and his dependents with comparable benefits and levels of stock options, unvested and, in the case of restricted stock, subject to a repurchase option as of the effective time of the Change of Control event shall become vested (and immediately exercisable) and any such repurchase option shall cease to apply to such restricted stockcoverage.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time three (a3) If months prior to, or twelve (12) months after, a Change of Control occurs while Control, Employee shall be entitled to the following severance benefits provided that Employee is employed by enters into and does not revoke a general release of claims with the Company, then, subject to SECTION 4 hereof, Company in substantially the number form attached hereto as Exhibit A within two and one-half months from the date of all stock options and restricted stock owned beneficially by such termination of employment: (i) Employee’s base salary for the Employee which (A) are, Severance Benefits Period as in the case of stock options, unvested and, in the case of restricted stock, subject to a repurchase option, effect as of the effective date of such termination (or if greater, as in effect immediately prior to the Change of Control), and less applicable withholding, payable in a lump sum within thirty (B30) would have been either vested or been released from such repurchase option on the first anniversary days of the first day Involuntary Termination; (ii) Employee’s incentive cash compensation computed at 100% of target for the Severance Benefits Period as in effect as of the month immediately following the effective date of such termination (or if greater, as in effect immediately prior to the Change of Control), assuming only less applicable withholding, payable in a lump sum within thirty (30) days of the Involuntary Termination; (iii) One hundred percent (100%) of any incentive cash compensation or bonus declared prior to the date of any such termination for such purposes that the Employee continued to be employed but not yet paid, if any; (iv) All stock options, restricted stock units, restricted stock and other equity compensation awards granted by the Company during such period, shall on to the effective date of Employee prior to the Change of Control be shall become fully vested and exercisable as of the date of the termination and, with respect to stock options, will remain exercisable for the lesser of three (and immediately exercisable3) and months following the Termination Date or the original full stock option term, notwithstanding any shorter period stated in the stock option agreements and; (v) If Employee elects to continue his benefits under the Company’s group health, dental, and/or vision plans through COBRA, the Company shall reimburse the cost of COBRA continuation coverage for Employee (and, where applicable, Employee’s dependents) over the Severance Benefit Period (the “COBRA Continuation Payments”). Employee will continue to pay the same portion of the cost of such repurchase option shall cease to apply to such restricted stock, regardless benefits as he currently pays as of whether or not the Employee's last day of his employment with the Company continues following Company, or, if lesser, the effective date same portion of the cost of such benefits as he paid immediately prior to the Change of Control. The balance of any unvested stock options or restricted stock subject to a repurchase option not so accelerated shall continue to vest on COBRA Continuation Payments will cease, and the same schedule that existed prior to the Change of Control Company will have no further obligations with respect to such options the payment of any premiums for continuation coverage to Employee, as of the earlier of (a) the conclusion of the Severance Benefit Period; or stock. (b) If the cessation of Employee's employment with the Company terminates at any time as a result of the Involuntary Termination of the Employee within twelve (12) months immediately following a Change of Control, then, subject to SECTION 4 hereof, all stock options and restricted stock owned beneficially by the Employee and which are, in the case of stock options, unvested and, in the case of restricted stock, subject to a repurchase option as of the effective time of the Change of Control event shall become vested (and immediately exercisable) and any such repurchase option shall cease to apply to such restricted stock’s COBRA eligibility.

Termination Following a Change of Control. (a) If In the event that Employee’s employment is terminated as a result of an involuntary termination other than for Cause or if Employee resigns for Good Reason at any time within 12 months following the effective date of a Change of Control occurs while Control, then Employee will be entitled to receive severance benefits as follows: (i) severance payments during the Employee is employed by period from the Company, then, subject to SECTION 4 hereof, date of Employee’s termination until the number of all stock options and restricted stock owned beneficially by the Employee which (A) are, in the case of stock options, unvested and, in the case of restricted stock, subject to a repurchase option, as of date 18 months after the effective date of the Change of Control, and termination (Bthe “Severance Period”) would have been either vested or been released from such repurchase option on equal to the first anniversary of the first day of the month base salary which Employee was receiving immediately following the effective date of prior to the Change of Control, assuming only which payments shall be paid during the Severance Period in accordance with the Company’s standard payroll practices, (ii) a lump sum payment as soon as practicable after the date of termination of employment equal to 150% of the bonus payment made to Employee for such purposes that the Company’s fiscal year prior to the Company’s fiscal year in which the termination occurs, (iii) a lump sum payment as soon as practicable after the date of termination of employment equal to a pro-rata portion of the bonus payment made to Employee continued for the Company’s fiscal year prior to be employed by the Company Company’s fiscal year in which the termination occurs based on the number of completed months of Employee’s employment during such period, shall on the effective date fiscal year; (iv) continuation of the Change of Control be fully vested (and health insurance benefits provided to Employee immediately exercisable) and any such repurchase option shall cease to apply to such restricted stock, regardless of whether or not the Employee's employment with the Company continues following the effective date of the Change of Control. The balance of any unvested stock options or restricted stock subject to a repurchase option not so accelerated shall continue to vest on the same schedule that existed prior to the Change of Control with respect at Company expense pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such options COBRA or stock. other benefits under applicable law; (bv) If each stock option and equity award to purchase the Employee's Company’s Common Stock granted to Employee over the course of his employment with the Company terminates at any time and held by Employee on the date of termination of employment shall become immediately vested as a result to 100% of the Involuntary Termination then unvested option shares; and (vi) each equity award granted on or after July 23, 2004, shall remain exercisable for a period of eighteen (18) months following Employee’s termination date (but not later than the expiration date of an award as set forth in the applicable award agreement). Each such option and equity award shall otherwise be exercisable in accordance with the provisions of the agreement and plan pursuant to which such option or award was granted. In addition, Employee within twelve (12will receive payment(s) months immediately following a Change of Controlfor all salary, then, subject to SECTION 4 hereof, all stock options bonuses and restricted stock owned beneficially by the Employee and which are, in the case of stock options, unvested and, in the case of restricted stock, subject to a repurchase option unpaid vacation accrued as of the effective time date of the Change Employee’s termination of Control event shall become vested (and immediately exercisable) and any such repurchase option shall cease to apply to such restricted stockemployment.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time within eighteen (a18) If months after a Change of Control occurs while the Employee is employed by the Company, then, subject to SECTION 4 hereof, the number of all stock options and restricted stock owned beneficially by the Employee which (A) are, in the case of stock options, unvested and, in the case of restricted stock, subject to a repurchase option, as of the effective date of the Change of Control, and the Employee signs the release of claims pursuant to Section 10 hereto, Employee shall be entitled to the following severance benefits: (Bi) would have been either vested or been released from such repurchase option on the first anniversary twelve (12) months of Employee’s Base Salary and any applicable allowances in effect as of the first day of the month immediately following the effective date of the Change termination, payable in a lump sum within thirty (30) days of Controlthe Involuntary Termination, assuming only provided, however, that payments hereunder may be delayed for six months if such purposes that delay is necessary to avoid the Employee continued to be employed imposition of penalty tax and interest under Section 409A of the Internal Revenue Code; (ii) all stock options granted by the Company during such period, shall on to the effective date of the Change of Control be fully vested (and immediately exercisable) and any such repurchase option shall cease to apply to such restricted stock, regardless of whether or not the Employee's employment with the Company continues following the effective date of the Change of Control. The balance of any unvested stock options or restricted stock subject to a repurchase option not so accelerated shall continue to vest on the same schedule that existed Employee prior to the Change of Control with respect shall accelerate and become vested under the applicable option agreements to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or stock.its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse (notwithstanding any provision to the contrary in any Stock Option Agreement, Stock Purchase Agreement or Company Stock Plan); (biii) If only in the Employee's employment with event that that the Change of Control event results in Company terminates at any time stock remaining outstanding, the Employee shall be permitted to exercise all vested stock options (including stock options that vest as a result of this Agreement) granted by the Involuntary Company to the Employee prior to the Change of Control for a period of two (2) years following the Termination Date, provided, however, that the term of the Employee’s stock options shall not be extended under this paragraph beyond the maximum stated term of such stock options; and (iv) the same level of Company-paid health (i.e., medical, vision and dental) coverage and benefits for such coverage as in effect for the Employee (and any eligible dependents) on the day immediately preceding the Employee’s Termination Date; 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 such Company-paid coverage until the earlier of (i) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months immediately following from the Termination Date, or (iii) the date Employee first receives similar benefits from a Change of Control, then, subject to SECTION 4 hereof, all stock options and restricted stock owned beneficially by the Employee and which are, in the case of stock options, unvested and, in the case of restricted stock, subject to a repurchase option as of the effective time of the Change of Control event shall become vested (and immediately exercisable) and any such repurchase option shall cease to apply to such restricted stocknew employer.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of a Good Reason or an Involuntary Termination at any time within eighteen (a18) If months after a Change of Control occurs while the Employee is employed by the Company, then, subject to SECTION 4 hereof, the number of all stock options and restricted stock owned beneficially by the Employee which (A) are, in the case of stock options, unvested and, in the case of restricted stock, subject to a repurchase option, as of the effective date of the Change of Control, and Employee shall be entitled to the following severance benefits: (Bi) would have been either vested or been released from such repurchase option on the first anniversary twenty-four (24) months of Employee’s base salary as in effect as of the first day date of such termination, less applicable withholding, payable in a lump sum within thirty (30) days of the month immediately following termination; provided, however, that if Employee is a Specified Employee at the effective date time of such termination, then payment shall be delayed as provided for in Section 6; (ii) two hundred percent (200%) of Employee’s full annual performance target bonus and a monthly pro rated amount of the Change Employee’s full annual performance bonus for the year in which the termination occurs, payable in a lump sum within thirty (30) days of Controlthe termination; provided, assuming only however, that if Employee is a Specified Employee at the time of such termination, then payment shall be delayed as provided for such purposes that the Employee continued to be employed in Section 6; (iii) all equity awards, including without limitation stock option grants, restricted stock and stock purchase rights, granted by the Company during such period, shall on to the effective date of the Change of Control be fully vested (and immediately exercisable) and any such repurchase option shall cease to apply to such restricted stock, regardless of whether or not the Employee's employment with the Company continues following the effective date of the Change of Control. The balance of any unvested stock options or restricted stock subject to a repurchase option not so accelerated shall continue to vest on the same schedule that existed Employee prior to the Change of Control with respect shall become fully vested or released from the Company’s repurchase right (if any shares of stock purchased by or granted to the Employee prior to the Change of Control remain subject to such options or stock. (brepurchase right) If the Employee's employment with the Company terminates at any time and exercisable as a result of the Involuntary Termination date of the Employee within termination to the extent such equity awards are outstanding and unexercisable or unreleased at the time of such termination. The Employee’s equity awards shall be exercisable until the earliest of (a) twelve (12) months immediately following from the Employee’s date of termination, (b) the latest date the equity award could have expired by its original terms under any circumstances, (c) the tenth (10th) anniversary of the original date of grant of the equity award, or (d) the date provided for under the equity plan under which the award was granted. (iv) all Employee’s outstanding restricted cash awards shall become fully vested, payable in a Change lump sum within thirty (30) days of Controlthe termination; provided, thenhowever, subject that if Employee is a Specified Employee at the time of such termination, then payment shall be delayed as provided for in Section 6; and (v) an amount equal to SECTION 4 hereoftwelve (12) months of health insurance premiums for continuation coverage under the Omnibus Budget Reconciliation Act of 1985, all stock options as amended (“COBRA”) at the same level of health (i.e., medical, vision and restricted stock owned beneficially by dental) coverage and benefits as in effect for the Employee and which are, in on the case of stock options, unvested and, in day immediately preceding the case of restricted stock, subject to a repurchase option as day of the effective Employee’s termination of employment, payable in a lump sum within thirty (30) days of the date of termination; provided, however, that if Employee is a Specified Employee at the time of the Change of Control event such termination, then payment shall become vested (and immediately exercisable) and any such repurchase option shall cease to apply to such restricted stockbe delayed as provided for in Section 6.

Termination Following a Change of Control. (a) If the Employee’s employment with the Company terminates as a Change result of Control occurs while the Employee is employed by the Company, then, subject to SECTION 4 hereof, the number of all stock options and restricted stock owned beneficially by the Employee which (A) arean Involuntary Termination on, in the case of stock options, unvested and, in the case of restricted stock, subject to connection with or at any time within twelve (12) months after a repurchase option, as of the effective date of the Change of Control, regardless of whether Employee obtains employment elsewhere, Employee shall be entitled to, upon Employee’s execution of a general release of claims against the Company or any of its successors or assigns, the following severance benefits which are in lieu of benefits (if any) as may then be established under the Employee’s then existing severance agreement or the Company’s then existing severance and benefits plans and policies at the time of such termination or as may be currently established under the Company’s existing severance and benefits plans and policies at the date of execution of this Agreement: (Bi) would have been either vested or been released from such repurchase option on the first anniversary Twelve (12) months of Employee’s base salary as in effect as of the first day of the month immediately following the effective date of such termination, less applicable withholding, payable in accordance with the Change of Control, assuming only for such purposes that the Employee continued to be employed Company’s regular payroll practices; (ii) all stock options granted by the Company during such period, shall on to the effective date of the Change of Control be fully vested (and immediately exercisable) and any such repurchase option shall cease to apply to such restricted stock, regardless of whether or not the Employee's employment with the Company continues following the effective date of the Change of Control. The balance of any unvested stock options or restricted stock subject to a repurchase option not so accelerated shall continue to vest on the same schedule that existed Employee prior to the Change of Control shall become fully vested and exercisable as of the date of the termination to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to such options or stock.all of the shares; (biii) If (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, then the Company shall reimburse Employee for up to six (6) months health care coverage equivalent to the level of coverage that was provided to such employee immediately prior to the Termination Date (the “Company-Paid Coverage”). If such coverage included the Employee's employment with ’s dependents immediately prior to the Company terminates at any time as a result of the Involuntary Termination of the Employee within twelve (12) months immediately following a Change of Control, thensuch dependents shall also be covered at Company expense. Company-Paid Coverage shall continue until the earlier of (i) six (6) months from the date of the Termination Date, subject to SECTION 4 hereof, all stock options and restricted stock owned beneficially by or (ii) the date the Employee and which are, in the case his dependents become covered under another employer’s group health insurance plan that provides Employee and his dependents with comparable benefits and levels of stock options, unvested and, in the case of restricted stock, subject to a repurchase option as of the effective time of the Change of Control event shall become vested (and immediately exercisable) and any such repurchase option shall cease to apply to such restricted stockcoverage.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time within eighteen (a18) If months after a Change of Control occurs while the Employee is employed by the Company, then, subject to SECTION 4 hereof, the number of all stock options and restricted stock owned beneficially by the Employee which (A) are, in the case of stock options, unvested and, in the case of restricted stock, subject to a repurchase option, as of the effective date of the Change of Control, and the Employee signs the release of claims pursuant to Section 7 hereto, Employee shall be entitled to the following severance benefits: (B1) would have been either vested or been released from such repurchase option on the first anniversary months of Employee’s Base Salary and any applicable allowances in effect as of the first day of the month immediately following the effective date of the Change termination, payable in a lump sum within thirty (30) days of Controlthe Involuntary Termination, assuming only provided, however, that payments hereunder may be delayed for six months if such purposes that delay is necessary to avoid the Employee continued to be employed imposition of penalty tax and interest under Section 409A of the Internal Revenue Code; (2) all stock options granted by the Company during such period, shall on to the effective date of the Change of Control be fully vested (and immediately exercisable) and any such repurchase option shall cease to apply to such restricted stock, regardless of whether or not the Employee's employment with the Company continues following the effective date of the Change of Control. The balance of any unvested stock options or restricted stock subject to a repurchase option not so accelerated shall continue to vest on the same schedule that existed Employee prior to the Change of Control with respect shall accelerate and become vested under the applicable option agreements to the extent such stock options or stock. (b) If are outstanding and unexercisable at the Employee's employment with the Company terminates at any time as a result of the Involuntary Termination of the Employee within twelve (12) months immediately following a Change of Control, then, subject to SECTION 4 hereof, such termination and all stock options and restricted stock owned beneficially by the Employee and which are, in the case of stock options, unvested and, in the case of restricted stock, subject to a right of repurchase option as by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse (notwithstanding any provision to the effective time of contrary in any Stock Option Agreement, Stock Purchase Agreement or Company Stock Plan); (3) only in the event that that the Change of Control event results in Company stock remaining outstanding, the Employee shall become be permitted to exercise all vested stock options (including stock options that vest as a result of this Agreement) granted by the Company to the Employee prior to the Change of Control for a period of two (2) years following the Termination Date, provided, however, that the term of the Employee’s stock options shall not be extended under this paragraph beyond the maximum stated term of such stock options; and (4) the same level of Company-paid health (i.e., medical, vision and dental) coverage and benefits for such coverage as in effect for the Employee (and any eligible dependents) on the day immediately exercisablepreceding the Employee’s Termination Date; 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 any (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 such repurchase option shall cease Company-paid coverage until the earlier of (i) the date Employee (and his/her eligible dependents) is no longer eligible to apply receive continuation coverage pursuant to such restricted stockCOBRA, or (ii) months from the Termination Date, or (iii) the date Employee first receives similar benefits from a new employer.

Termination Following a Change of Control. (a) If within 12 months after the effective date of a Change of Control occurs while (as defined in the Employee is employed by Employment Agreement) Employee’s employment with (i) the Company, (ii) an affiliate of the Company (as such term is defined in the Exchange Act) or (iii) such entity that the Company has merged or consolidated with or an affiliate (as such term is defined in the Exchange Act) of such entity (such entity or affiliate in (i), (ii) or (iii), the “Continuing Employer”) is terminated by Employee for Good Reason or by the Continuing Employer without Good Cause, then, subject notwithstanding Sections 3, 4 and 10, 100% of the then-unvested Shares (including both unvested Time Vesting Shares and all Performance Shares) and all Earned Dividend Shares issued as of such date which have previously been granted with respect to SECTION 4 hereofwhich the Performance Vesting Date has not yet occurred) shall automatically vest on the date of such termination of employment, provided, however, that, if prior to such termination the number Shares shall have been exchanged or converted into the right to receive other securities, cash or property, whether pursuant to a merger, consolidation or sale of all stock options or substantially all of the assets of the Company (a “Conversion Event”), then each Share that could vest pursuant to this Section 5.4 shall immediately after such Conversion Event represent the right to receive such other securities, cash or property that Employee would have received or been entitled to had such Shares been outstanding immediately prior to such Conversion Event. Employee and restricted stock owned beneficially by Company agree that any termination of Employee’s Employment Agreement with the Company attendant to any Change in Control in which Employee which (A) areis, in the case of stock options, unvested and, connection with such Change in the case of restricted stock, subject to a repurchase option, as of the effective date of the Change of Control, and (B) would have been either vested or been released from such repurchase option on the first anniversary hired as an employee of the first day a Continuing Employer shall not be deemed a termination of the month immediately Employee’s Employment Agreement with a Continuing Employer for purposes of this Section 5.4 unless Employee resigns following the effective date of the Change of Control, assuming only for such purposes that the Employee continued to be employed by the Company during such period, shall on the effective date of the Change of Control be fully vested (and immediately exercisable) and any such repurchase option shall cease to apply to such restricted stock, regardless of whether or not the Employee's employment with the Company continues following the effective date of the Change of Control. The balance of any unvested stock options or restricted stock subject to a repurchase option not so accelerated shall continue to vest on the same schedule that existed prior to the Change of Control with respect to such options or stockfor Good Reason. (b) If the Employee's employment with the Company terminates at any time as a result of the Involuntary Termination of the Employee within twelve (12) months immediately following a Change of Control, then, subject to SECTION 4 hereof, all stock options and restricted stock owned beneficially by the Employee and which are, in the case of stock options, unvested and, in the case of restricted stock, subject to a repurchase option as of the effective time of the Change of Control event shall become vested (and immediately exercisable) and any such repurchase option shall cease to apply to such restricted stock.

Termination Following a Change of Control. (a) If the Employee’s employment with the Company terminates as a Change result of Control occurs while the Employee is employed by the Company, then, subject to SECTION 4 hereof, the number of all stock options and restricted stock owned beneficially by the Employee which (A) are, in the case of stock options, unvested and, in the case of restricted stock, subject to an Involuntary Termination at any time within 18 months after a repurchase option, as of the effective date of the Change of Control, and the Employee signs the release of claims pursuant to Section 7 hereto, Employee shall be entitled to the following severance benefits: (B1) would have been either vested or been released from such repurchase option on the first anniversary The sum of (i) 12 months of Employee’s base salary as in effect as of the first day of the month immediately following the effective date of the Change termination and (ii) the target bonus in the year which includes the date of Controltermination, assuming only for such purposes that less applicable withholding, payable in a lump sum within 30 days of the Involuntary Termination; (2) all grants of equity to the Employee continued to be employed by under the Company during such period, shall on the effective date of the Change of Control be fully vested (and immediately exercisable) and any such repurchase option shall cease to apply to such restricted stock, regardless of whether or not the Employee's employment with the Company continues following the effective date of the Change of Control. The balance of any unvested stock options or restricted stock subject to a repurchase option not so accelerated shall continue to vest on the same schedule that existed Company’s various equity compensation plans prior to the Change of Control with respect shall accelerate and become vested under the applicable agreements to the extent such options grants of equity are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or stock.its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse; (b3) If the Employee's employment with the Company terminates at any time Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the Involuntary Termination of Company to the Employee within twelve (12) months immediately following a Change of Control, then, subject prior to SECTION 4 hereof, all stock options and restricted stock owned beneficially by the Employee and which are, in the case of stock options, unvested and, in the case of restricted stock, subject to a repurchase option as of the effective time of the Change of Control event shall become vested for a period of two years following the Termination Date; and (4) the same level of Company-paid health (i.e., medical, vision and dental) coverage as in effect for the Employee (and any eligible dependents) on the day immediately exercisablepreceding the Employee’s Termination Date; 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 any (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 such repurchase option shall cease Company-paid coverage until the earlier of (i) the date Employee (and his/her eligible dependents) is no longer eligible to apply receive continuation coverage pursuant to such restricted stockCOBRA, or (ii) 12 months from the Termination Date.

Termination Following a Change of Control. (a) If a Change of Control occurs while the Employee is employed by the Company, then, subject to SECTION 4 hereof, the number of all stock options and restricted stock owned beneficially by the Employee which (A) are, in the case of stock options, unvested and, in the case of restricted stock, subject to a repurchase option, as of the effective date of the Change of Control, and (B) would have been either vested or been released from such repurchase option on the first anniversary of the first day of the month immediately following the effective date of the Change of Control, assuming only for such purposes that the Employee continued to be employed by the Company during such period, shall on the effective date of the Change of Control be fully vested (and immediately exercisable) and any such repurchase option shall cease to apply to such restricted stock, regardless of whether or not the Employee's employment with the Company continues following the effective date of the Change of Control. The balance of any unvested stock options or restricted stock subject to a repurchase option not so accelerated shall continue to vest on the same schedule that existed prior to the Change of Control with respect to such options or stock. (b) If the Employee's employment with the Company terminates at any time as a result of the an Involuntary Termination of the Employee at any time within twelve (12) months immediately following after a Change of ControlControl and the Employee signs and does not revoke a release of claims with the Company (in a form reasonably acceptable to the Company), thenEmployee shall be entitled to the following severance benefits: (i) Eighteen (18) months of Employee's base salary as in effect as of the date of such termination, subject less applicable withholding, payable in a lump sum within thirty (30) days of the Involuntary Termination; (ii) Bonus for final period. Employee shall receive a pro rated bonus for the performance period in which the Termination occurs (in addition to SECTION 4 hereofthe amount in section 4.a. i.) The amount of the bonus shall be equal to the Target Bonus for the period in which the Termination occured multiplied by a fraction in which the numerator is the number of days from and including the first day of the performance period until and including the date of the Termination and the denominator is the number of days in teh performance period, less applicable withholding, payable in a lump sum within thirty (30) days of the Involuntary Termination; (iii) all stock options and restricted stock owned beneficially granted by the Company to the Employee and which are, in the case of stock options, unvested and, in the case of restricted stock, subject prior to a repurchase option as of the effective time of the Change of Control event shall become fully vested and exercisable as of the date of the termination to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the shares; The Stock Options shall remain exercisable until the earlier of (a) the 18th month anniversary of the date of Termination or (b) the expiration of each option in accordance with its original terms provided. (iv) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately exercisablepreceding the day of the Employee's termination of employment; 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 any such repurchase option (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 cease continue to apply provide Employee with health coverage until the earlier of (i) the date Employee is no longer eligible to such restricted stockreceive continuation coverage pursuant to COBRA, or (ii) twelve (12) months from the termination date.

Termination Following a Change of Control. (a) If a Change of Control occurs while the Employee is employed by the Company, then, subject to SECTION 4 SECTIONS 4, 5 AND 6 hereof, then fifty percent (50%) of the number of all stock options and restricted stock owned beneficially by the Employee and which (A) are, in the case of stock options, unvested and, in the case of restricted stock, subject to a repurchase option, as of the effective date of the Change of Control, and (B) would have been either vested or been released from such repurchase option on the first anniversary of the first day of the month immediately following the effective date of the Change of Control, assuming only for such purposes that the Employee continued to be employed by the Company during such period, shall on the effective date of the Change of Control be fully vested (and immediately exercisable) and any such repurchase option shall cease to apply to such restricted stock, regardless of whether or not the Employee's employment with the Company continues following the effective date of the Change of Control. The balance of any unvested stock options or restricted stock subject to a repurchase option not so accelerated shall continue to vest on the same schedule that existed prior to the Change of Control with respect to such options or stock. (b) If the Employee's employment with the Company terminates at any time as a result of the Involuntary Termination of the Employee within twelve (12) months immediately following a Change of Control, then, subject to SECTION 4 SECTIONS 4, 5 AND 6 hereof, twenty-five percent (25%) of the number of all stock options and restricted stock owned beneficially by the Employee and which are, in the case of stock options, unvested and, in the case of restricted stock, subject to a repurchase option as of the effective time of the Change of Control event Termination Date shall become vested (and immediately exercisable) and any such repurchase option shall cease to apply to such restricted stock.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of a Good Reason or an Involuntary Termination at any time within eighteen (a18) If months after a Change of Control occurs while the Employee is employed by the Company, then, subject to SECTION 4 hereof, the number of all stock options and restricted stock owned beneficially by the Employee which (A) are, in the case of stock options, unvested and, in the case of restricted stock, subject to a repurchase option, as of the effective date of the Change of Control, and Employee shall be entitled to the following severance benefits: (Bi) would have been either vested or been released from such repurchase option on the first anniversary twenty-four (24) months of Employee’s base salary as in effect as of the first day date of such termination, less applicable withholding, payable in a lump sum within thirty (30) days of the month immediately following termination date; provided, however, that if Employee is a Specified Employee at the effective time of such termination, then payment shall be delayed as provided for in Section 5; (ii) two hundred percent (200%) of Employee’s full annual performance target bonus for the year in which the termination occurs, payable in a lump sum within thirty (30) days of the date of termination; provided, however, that if Employee is a Specified Employee at the Change time of Controlsuch termination, assuming only then payment shall be delayed as provided for such purposes that the Employee continued to be employed in Section 5; (iii) all equity awards, including without limitation stock option grants, restricted stock and stock purchase rights, granted by the Company during such period, shall on to the effective date of the Change of Control be fully vested (and immediately exercisable) and any such repurchase option shall cease to apply to such restricted stock, regardless of whether or not the Employee's employment with the Company continues following the effective date of the Change of Control. The balance of any unvested stock options or restricted stock subject to a repurchase option not so accelerated shall continue to vest on the same schedule that existed Employee prior to the Change of Control with respect shall become fully vested or released from the Company’s repurchase right (if any shares of stock purchased by or granted to the Employee prior to the Change of Control remain subject to such options or stock. (brepurchase right) If the Employee's employment with the Company terminates at any time and exercisable as a result of the Involuntary Termination date of the Employee within termination to the extent such equity awards are outstanding and unexercisable or unreleased at the time of such termination. The Employee’s equity awards shall be exercisable until the earliest of (a) twelve (12) months immediately following a Change from the Employee’s date of Controltermination, then(b) the latest date the equity award could have expired by its original terms under any circumstances, subject (c) the tenth (10th) anniversary of the original date of grant of the equity award, or (d) the date provided for under the equity plan under which the award was granted; and (iv) an amount equal to SECTION 4 hereoftwelve (12) months of health insurance premiums for continuation coverage pursuant to the Consolidated Omnibus Reconciliation Act of 1985 as amended (“COBRA”) at the same level of health (i.e., all stock options medical, vision and restricted stock owned beneficially by dental) coverage and benefits as in effect for the Employee and which are, in on the case of stock options, unvested and, in day immediately preceding the case of restricted stock, subject to a repurchase option as day of the effective Employee’s termination of employment, payable in a lump sum within thirty (30) days of the date of termination; provided, however, that if Employee is a Specified Employee at the time of the Change of Control event such termination, then payment shall become vested (and immediately exercisable) and any such repurchase option shall cease to apply to such restricted stockbe delayed as provided for in Section 5.