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

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 (18) months after a 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: (1) Twelve months of Employee’s base salary and any applicable allowances as in effect as of the date of the 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 release of claims pursuant to Section 7 hereto; (2) all stock options granted by the Company to the Employee prior to the Change of Control 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 its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse; (3) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the 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 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 on, in connection with or at any time within eighteen twelve (1812) months after a Change of Control, and the regardless of whether Employee signs and does not revoke the release of claims pursuant to Section 7 heretoobtains employment elsewhere, Employee shall be entitled 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 benefitsbenefits 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: (1i) Twelve Employee shall receive a lump sum cash payment in an amount equal to twelve (12) months of Employee’s base salary and any applicable allowances as in effect as of the date of the 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 bonustermination, less applicable withholding, payable in a lump sum within twenty (20) days following the effective date of the release of claims pursuant to Section 7 hereto; (2ii) all stock options granted by the Company to the Employee prior to the Change of Control shall accelerate become fully vested and become vested under exercisable as of the applicable option agreements 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 lapselapse with respect to all of the shares; (3iii) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the 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 If (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; amended and (ii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), ) within the time period prescribed pursuant to COBRA. The , then the Company shall continue reimburse Employee for up to provide Employee with twelve (12) months of coverage equivalent to the level of health, dental and life insurance coverage that was provided to such employee immediately prior to the Termination Date (the “Company-paid Paid Coverage”). If such coverage included the Employee’s dependents immediately prior to the Change of Control, such dependents shall also be covered at Company expense. Company-Paid Coverage shall continue 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 from the date of the Termination Date, or (ii) the date that the Employee and his dependents become covered under another employer’s group health, dental or life insurance plans that provide Employee and his dependents with comparable benefits and levels of coverage.

Termination Following a Change of Control. (a) If a Change of Control occurs while the Employee’s employment with Employee is employed by the Company terminates 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 a result of an Involuntary Termination at any time within eighteen (18) months after a the effective date of the Change of Control, and (B) would have been either vested or been released from such repurchase option on 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: (1) Twelve months of Employee’s base salary and any applicable allowances as in effect as first anniversary of the date first day of the 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 month immediately following the effective date of the release Change of claims pursuant Control, assuming only for such purposes that the Employee continued to Section 7 hereto; (2) all stock options granted 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 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 shall accelerate and become vested under with respect to such options or stock. (b) If 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 Employee's employment with the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse; (3) the Employee shall be permitted to exercise all vested (including shares that vest terminates at any time as a result of this Agreement) stock options granted by the Company to Involuntary Termination of 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 from immediately following a Change of Control, then, subject to SECTION 4 hereof, all stock options and restricted stock owned beneficially by the Termination DateEmployee 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. If the Employee’s 's employment with the Company terminates as a result of an a Change in Control Involuntary Termination at any time within eighteen (18) months after a 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: (1i) Twelve Twenty-four (24) months of Employee’s 's base salary and any applicable allowances as in effect as of the date of the 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 bonustermination, less applicable withholding, payable in a lump sum within twenty thirty (2030) days following the effective date of the release of claims pursuant to Section 7 heretoInvoluntary Termination; (2ii) one hundred percent (100%) of Employee's bonus for the year in which the termination occurs; (iii) all equity awards, including without limitation stock options option grants, restricted stock and stock purchase rights, granted by the Company to the Employee prior to the Change of Control shall accelerate and become fully vested under or released from the applicable option agreements to the extent such Company's repurchase right (if any shares of stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase purchased by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse; (3) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the Company to the Employee prior to the Change of Control for a period remain subject to such repurchase right) and exercisable as of two the 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 (212) years following the Termination Datemonths of such termination; and (4iv) 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 day of the Employee’s Termination Date's termination of employment; provided, however, that (iA) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (iiB) 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 health coverage until the earlier of (iC) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (iiD) twelve (12) months from the Termination Datetermination date.

Termination Following a Change of Control. If In the event that Employee’s employment with the Company terminates is terminated as a result of an Involuntary Termination involuntary termination other than for Cause or if Employee resigns for Good Reason at any time within eighteen (18) 12 months after following the effective date of a Change of Control, and the then Employee signs and does not revoke the release of claims pursuant to Section 7 hereto, Employee shall will be entitled to receive severance benefits as follows: (i) severance payments during the following severance benefits: (1) Twelve months period from the date of Employee’s base salary and any applicable allowances as in effect as of termination until the date of the 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 18 months after the effective date of the release of claims pursuant to Section 7 hereto; termination (2the “Severance Period”) all stock options granted by the Company equal to the base salary which Employee was receiving immediately prior to the Change of Control, 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 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 for the Company’s fiscal year prior to the Company’s fiscal year in which the termination occurs based on the number of completed months of Employee’s employment during such fiscal year; (iv) continuation of the health insurance benefits provided to Employee immediately prior to the Change of Control shall accelerate and become vested under the applicable option agreements at Company expense pursuant to the extent such stock options are outstanding and unexercisable at the time terms 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; (3) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the 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 ) or other applicable law through the earlier of (i) the end of the Severance Period or the date upon which Employee (and his/her eligible dependents) is no longer eligible for such COBRA or other benefits under applicable law; (v) each stock option and equity award to receive continuation coverage purchase the Company’s Common Stock granted to Employee over the course of his employment with the Company and held by Employee on the date of termination of employment shall become immediately vested as to 100% of the 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 COBRAwhich such option or award was granted. In addition, or (iiEmployee will receive payment(s) twelve (12) months from for all salary, bonuses and unpaid vacation accrued as of the Termination Datedate of Employee’s termination of employment.

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 three (183) months after prior to, or twelve (12) months after, a 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 benefitsbenefits provided that Employee enters into and does not revoke a general release of claims with the Company in substantially the form attached hereto as Exhibit A within two and one-half months from the date of such termination of employment: (1i) Twelve months of Employee’s base salary and any applicable allowances for the Severance Benefits Period as in effect as of the date of the such termination or, (or if greater, as in effect in the year in which immediately prior to 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 bonusControl), less applicable withholding, payable in a lump sum within twenty thirty (2030) days following the effective date of the release of claims pursuant to Section 7 heretoInvoluntary Termination; (2ii) all Employee’s incentive cash compensation computed at 100% of target for the Severance Benefits Period as in effect as of the date of such termination (or if greater, as in effect immediately prior to the Change of Control), 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 the Employee but not yet paid, if any; (iv) All stock options options, restricted stock units, restricted stock and other equity compensation awards granted by the Company to the Employee prior to the Change of Control shall accelerate become fully vested and become vested exercisable as of the date of the termination and, with respect to stock options, will remain exercisable for the lesser of three (3) 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 applicable option agreements 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 extent such stock options are outstanding and unexercisable at same portion of the time cost of such termination and all stock subject to a right benefits as he currently pays as of repurchase by the Company (or its successor) that was purchased last day of his employment with the Company, or, if lesser, the same portion of the cost of such benefits as he paid immediately prior to the Change of Control shall have such right of repurchase lapse; (3) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by Control. The COBRA Continuation Payments will cease, and the Company will have no further obligations with respect to the Employee prior payment of any premiums for continuation coverage 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 (ia) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, conclusion of the Severance Benefit Period; or (iib) twelve (12) months from the Termination Datecessation of Employee’s COBRA eligibility.

Termination Following a Change of Control. (a) If a Change of Control occurs while the Employee is employed by the Company, then, subject to 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 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, 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 's employment with the Company terminates as a result of an the Involuntary Termination at any time of the Employee within eighteen twelve (1812) months after immediately following a Change of Control, then, subject to 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 signs and does not revoke which are, in the release case of claims pursuant stock options, unvested and, in the case of restricted stock, subject to Section 7 hereto, Employee shall be entitled to the following severance benefits: (1) Twelve months of Employee’s base salary and any applicable allowances as in effect a repurchase option as of the date of the 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 release of claims pursuant to Section 7 hereto; (2) all stock options granted by the Company to the Employee prior to the Change of Control Termination Date 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 its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse; (3) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the 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 immediately exercisable) 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 such repurchase option shall cease to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant apply 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 from the Termination Daterestricted stock.

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 (18) months after a 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: (1) Twelve months of Employee’s base salary Base Salary and any applicable allowances as in effect as of the date of the 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 withholdingtermination, payable in a lump sum within twenty thirty (2030) days following the effective date of the release Involuntary Termination, provided, however, that payments hereunder may be delayed for six months if such delay is necessary to avoid the imposition of claims pursuant to penalty tax and interest under Section 7 hereto409A of the Internal Revenue Code; (2) all stock options granted by the Company to the Employee prior to the Change of Control 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 its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapselapse (notwithstanding any provision to the 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 be permitted to exercise all vested stock options (including shares stock options that vest as a result of this Agreement) stock options 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 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 from the Termination Date, or (iii) the date Employee first receives similar benefits from a new employer.

Termination Following a Change of Control. If within 12 months after the effective date of a Change of Control (as defined in the Employment Agreement) Employee’s employment with (i) the Company, (ii) an affiliate of the Company terminates (as a result 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 an Involuntary Termination at any time within eighteen such entity (18such entity or affiliate in (i), (ii) months after a Change or (iii), the “Continuing Employer”) is terminated by Employee for Good Reason or by the Continuing Employer without Good Cause, then, notwithstanding Sections 3, 4 and 10, 100% of Controlthe 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 which the Performance Vesting Date has not yet occurred) shall automatically vest on the date of such termination of employment, and provided, however, that, if prior to such termination the Employee signs and does not revoke Shares shall have been exchanged or converted into the release of claims right to receive other securities, cash or property, whether pursuant to a merger, consolidation or sale of all or substantially all of the assets of the Company (a “Conversion Event”), then each Share that could vest pursuant to this Section 7 hereto5.4 shall immediately after such Conversion Event represent the right to receive such other securities, cash or property that Employee shall be would have received or been entitled to the following severance benefits: (1) Twelve months had such Shares been outstanding immediately prior to such Conversion Event. Employee and Company agree that any termination of Employee’s base salary and Employment Agreement with the Company attendant to any applicable allowances as Change in effect as of the date of the termination or, if greater, as in effect in the year Control in which the Employee is, in connection with such Change in Control, hired as an employee of Control occurs, plus an amount equal to the full amount a Continuing Employer shall not be deemed a termination of Employee’s target bonus Employment Agreement with a Continuing Employer 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 release of claims pursuant to Section 7 hereto; (2) all stock options granted by the Company to the Employee prior to the Change of Control 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 its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse; (3) the Employee shall be permitted to exercise all vested (including shares that vest as a result purposes of this Agreement) stock options granted by the Company to the Section 5.4 unless Employee prior to resigns following 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 from the Termination DateGood Reason.

Termination Following a Change of Control. If the Employee’s 's employment with the Company terminates as a result of an Involuntary Termination at any time within eighteen twelve (1812) months after a Change of Control, Control and the Employee signs and does not revoke the a release of claims pursuant with the Company (in a form reasonably acceptable to Section 7 heretothe Company), Employee shall be entitled to the following severance benefits: (1i) Twelve Eighteen (18) months of Employee’s 's base salary and any applicable allowances as in effect as of the date of the 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 bonustermination, less applicable withholding, payable in a lump sum within twenty thirty (2030) days following of the effective 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 the 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 release Termination and the denominator is the number of claims pursuant to Section 7 heretodays in teh performance period, less applicable withholding, payable in a lump sum within thirty (30) days of the Involuntary Termination; (2iii) all stock options granted by the Company to the Employee prior to the Change of Control shall accelerate become fully vested and become vested under exercisable as of the applicable option agreements 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;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. (3) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the Company to the Employee prior to the Change of Control for a period of two (2) years following the Termination Date; and (4iv) 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 day of the Employee’s Termination Date'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 (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 health 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 from the Termination Datetermination date.

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 (18) months after a 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: (1i) Twelve twenty-four (24) months of Employee’s base salary and any applicable allowances as in effect as of the date of the 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 bonustermination, less applicable withholding, payable in a lump sum within twenty thirty (2030) days following the effective date of the release termination; provided, however, that if Employee is a Specified Employee at the time of claims pursuant to such termination, then payment shall be delayed as provided for in Section 7 hereto6; (2ii) two hundred percent (200%) of Employee’s full annual performance target bonus and a monthly pro rated amount of the Employee’s full annual performance bonus for the year in which the termination occurs, payable in a lump sum within thirty (30) days of the termination; provided, however, that if Employee is a Specified Employee at the time of such termination, then payment shall be delayed as provided for in Section 6; (iii) all equity awards, including without limitation stock options option grants, restricted stock and stock purchase rights, granted by the Company to the Employee prior to the Change of Control shall accelerate and become fully vested under or released from the applicable option agreements to the extent such Company’s repurchase right (if any shares of stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase purchased by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse; (3) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the Company to the Employee prior to the Change of Control remain subject to such repurchase right) and exercisable as of the date of the 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 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 period lump sum within thirty (30) days of two (2) years following the Termination Datetermination; provided, however, 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 (4v) an amount equal to twelve (12) months of health insurance premiums for continuation coverage under the Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) at 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 day of the Employee’s Termination Datetermination of employment, payable in a lump sum within thirty (30) days of the date of termination; provided, however, that (i) if Employee is a Specified Employee at the Employee constitutes a qualified beneficiarytime of such termination, then payment shall be delayed as defined provided for 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 from the Termination Date6.

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 (18) months after a Change of Control, and the Employee signs and does not revoke the release of claims pursuant to Section 7 10 hereto, Employee shall be entitled to the following severance benefits: (1i) Twelve twelve (12) months of Employee’s base salary Base Salary and any applicable allowances as in effect as of the date of the 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 withholdingtermination, payable in a lump sum within twenty thirty (2030) days following the effective date of the release Involuntary Termination, provided, however, that payments hereunder may be delayed for six months if such delay is necessary to avoid the imposition of claims pursuant to penalty tax and interest under Section 7 hereto409A of the Internal Revenue Code; (2ii) all stock options granted by the Company to the Employee prior to the Change of Control 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 its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapselapse (notwithstanding any provision to the contrary in any Stock Option Agreement, Stock Purchase Agreement or Company Stock Plan); (3iii) only in the event that that the Change of Control event results in Company stock remaining outstanding, the Employee shall be permitted to exercise all vested stock options (including shares stock options that vest as a result of this Agreement) stock options 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 (4iv) 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 from the Termination Date, or (iii) the date Employee first receives similar benefits from a new employer.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination on, in connection with or at any time within eighteen twelve (1812) months after a Change of Control, and the regardless of whether Employee signs and does not revoke the release of claims pursuant to Section 7 heretoobtains employment elsewhere, Employee shall be entitled to to, upon Employee’s execution of a general release of claims against the Company or any of its successors or assigns, the following severance benefitsbenefits 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: (1i) Twelve (12) months of Employee’s base salary and any applicable allowances as in effect as of the date of the 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 bonustermination, less applicable withholding, payable in a lump sum within twenty (20) days following accordance with the effective date of the release of claims pursuant to Section 7 heretoCompany’s regular payroll practices; (2ii) all stock options granted by the Company to the Employee prior to the Change of Control shall accelerate become fully vested and become vested under exercisable as of the applicable option agreements 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 lapselapse with respect to all of the shares; (3iii) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the 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 If (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; 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 , then the Company shall continue reimburse Employee for up to provide Employee with 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 Paid Coverage”). If such coverage included the Employee’s dependents immediately prior to the Change of Control, such dependents shall also be covered at Company expense. Company-Paid Coverage shall continue until the earlier of (i) six (6) months from the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRAof the Termination Date, or (ii) twelve (12) months from the Termination Datedate the Employee and his dependents become covered under another employer’s group health insurance plan that provides Employee and his dependents with comparable benefits and levels of coverage.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination on, in connection with or at any time within eighteen twelve (1812) months after a Change of Control, and the regardless of whether Employee signs and does not revoke the release of claims pursuant to Section 7 heretoobtains employment elsewhere, Employee shall be entitled 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 benefitsbenefits 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: (1i) Twelve Employee shall receive a lump sum cash payment in an amount equal to twelve (12) months of Employee’s base salary and any applicable allowances as in effect as of the date of the 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 bonustermination, less applicable withholding, payable in a lump sum within twenty (20) days following the effective date of the release of claims pursuant to Section 7 hereto; (2ii) all stock options granted by the Company to the Employee prior to the Change of Control shall accelerate become fully vested and become vested under exercisable as of the applicable option agreements 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 lapselapse with respect to all of the shares; (3iii) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the 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 If (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; amended and (ii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), ) within the time period prescribed pursuant to COBRA. The , then the Company shall continue reimburse Employee for up to provide Employee with twelve (12) months of coverage equivalent to the level of health, dental and life insurance coverage that was provided to such employee immediately prior to the Termination Date (the “Company-paid Paid Coverage”). If such coverage included the Employee’s dependents immediately prior to the Change of Control, such dependents shall also be covered at Company expense. Company-Paid Coverage shall continue 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 from the date of the Termination Date, or (ii) the date that the Employee and her dependents become covered under another employer’s group health, dental or life insurance plans that provide Employee and her dependents with comparable benefits and levels of coverage.

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 (18) months after a 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: (1i) Twelve twenty-four (24) months of Employee’s base salary and any applicable allowances as in effect as of the date of the 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 bonustermination, less applicable withholding, payable in a lump sum within twenty thirty (2030) days following the effective date of the release termination date; provided, however, that if Employee is a Specified Employee at the time of claims pursuant to such termination, then payment shall be delayed as provided for in Section 7 hereto5; (2ii) 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 time of such termination, then payment shall be delayed as provided for in Section 5; (iii) all equity awards, including without limitation stock options option grants, restricted stock and stock purchase rights, granted by the Company to the Employee prior to the Change of Control shall accelerate and become fully vested under or released from the applicable option agreements to the extent such Company’s repurchase right (if any shares of stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase purchased by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse; (3) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the Company to the Employee prior to the Change of Control remain subject to such repurchase right) and exercisable as of the date of the 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 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 a period of two (2) years following under the Termination Dateequity plan under which the award was granted; and (4iv) an amount equal to twelve (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 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 day of the Employee’s Termination Datetermination of employment, payable in a lump sum within thirty (30) days of the date of termination; provided, however, that (i) if Employee is a Specified Employee at the Employee constitutes a qualified beneficiarytime of such termination, then payment shall be delayed as defined provided for 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 from the Termination Date5.