Common use of Termination Following Change of Control Clause in Contracts

Termination Following Change of Control. If, and only if, (i) a Change of Control occurs and the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason at any time within two (2) years after the Change of Control or (ii) there was an Anticipatory Termination and the Change of Control has taken place within ninety (90) days thereafter, the Executive shall be entitled to the amounts and benefits provided in Section 4 upon such termination. In the event of an Anticipatory Termination within ninety (90) days prior to a Change in Control, if any equity grants which were granted prior to the Change of Control would vest on a Change of Control after the Anticipatory Termination, any such equity grants that otherwise would be forfeited (after application of any other accelerated vesting provision) shall not be forfeited pending a determination of whether or not a Change of Control occurs within ninety (90) days thereafter (the “Determination Period”), but during the Determination Period no unvested option shall vest or be exercisable, no other unvested equity grant shall vest and no dividends shall be payable unless and until the Change of Control takes place during the Determination Period. If a Change of Control occurs during the Determination Period, and the option exercise period would otherwise have expired, then the exercise period for any equity grants which otherwise would have expired during the Determination Period shall automatically be deemed to have been extended to the date which is thirty (30) days following the first date after such Change of Control in which shares of the Company could be traded by the Executive on the applicable market under the Company’s trading window policies but, with regard to any outstanding options on the Effective Date, not beyond the earlier of the latest date that the option could have expired by its original terms under any circumstance or the tenth (10th) anniversary of the original date of grant of the option.

Termination Following Change of Control. If, and only if, (i) a Change of Control occurs and the Executive’s 's employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason at any time within two (2) years after the Change of Control or (ii) there was an Anticipatory Termination and the Change of Control has taken place within ninety (90) days thereafter, the Executive shall be entitled to the amounts and benefits provided in Section 4 upon such termination. In the event of an Anticipatory Termination within ninety (90) days prior to a Change in ControlTermination, if any equity grants which were granted prior to the a Change of Control would vest on a Change of Control after the an Anticipatory Termination, any such equity grants that otherwise would be forfeited (after application of any other accelerated vesting provision) shall not be forfeited pending a determination of whether or not a Change of Control occurs within ninety (90) days thereafter (the “"Determination Period”"), but during the Determination Period no unvested option shall vest or be exercisable, no other unvested equity grant shall vest and no dividends shall be payable unless and until the Change of Control takes place during the Determination Period. If a Change of Control occurs during the Determination Period, and the option exercise period would otherwise have expired, then the exercise period for any equity grants which otherwise would have expired during the Determination Period shall automatically be deemed to have been extended to the date which is thirty (30) days following the first date after such Change of Control in which shares of the Company could be traded by the Executive on the applicable market under the Company’s 's trading window policies but, with regard to any outstanding options on the Effective Datedate hereof, not beyond the earlier last day of extension permitted under Section 409A ("Code Section 409A") of the latest date that Internal Revenue Code of 1986, as amended (the "Code"), without such option could have expired by its original terms under any circumstance or the tenth (10th) anniversary being deemed subject to Code Section 409A as of the original date of grant of the optiongranted.

Termination Following Change of Control. If, and only if, (i) a Change of Control occurs and the Executive’s 's employment with the Company Employer is terminated by the Company Employer without Cause or by the Executive for Good Reason at any time within two (2) years after the Change of Control or (ii) there was an Anticipatory Termination and the Change of Control has taken place within ninety (90) days thereafter, the Executive shall be entitled to the amounts and benefits provided in Section 4 upon such termination. In the event of an Anticipatory Termination within ninety (90) days prior to a Change in ControlTermination, if any equity grants which were granted prior to the a Change of Control would vest on a Change of Control after the an Anticipatory Termination, any such equity grants that otherwise would be forfeited (after application of any other accelerated vesting provision) shall not be forfeited pending a determination of whether or not a Change of Control occurs within ninety (90) days thereafter (the “"Determination Period”"), but during the Determination Period no unvested option shall vest or be exercisable, no other unvested equity grant shall vest and no dividends shall be payable unless and until the Change of Control takes place during the Determination Period. If a Change of Control occurs during the Determination Period, and the option exercise period would otherwise have expired, then the exercise period for any equity grants which otherwise would have expired during the Determination Period shall automatically be deemed to have been extended to the date which is thirty (30) days following the first date after such Change of Control in which shares of the Company could be traded by the Executive on the applicable market under the Company’s 's trading window policies but, with regard to any outstanding options on the Effective Date, not beyond the earlier of the latest date that the option could have expired by its original terms under any circumstance or the tenth (10th) anniversary of the original date of grant of the optionpolicies.

Termination Following Change of Control. If, and only if, (i) If a Change of Control occurs during the term of this Agreement and the either (i) Executive’s employment with the Company is terminated by the Company without for a reason other than Cause within sixty (60) days before the Change of Control or by the Executive for Good Reason at any time within two one hundred eighty (2180) years days after the Change of Control or (ii) there was an Anticipatory Termination and Executive terminates his employment due to Good Reason by delivery of a notice to the Company within one hundred eighty (180) days after the Change of Control has taken place within ninety (90) days thereaftersetting forth the conditions that constitute Good Reason, the then Executive shall will be entitled to the amounts and benefits provided in this Section 4 upon 4.5 in lieu of any benefits otherwise payable under Sections 4.3, 4.4 or 4.6; provided that Executive shall not be entitled to such terminationbenefits if such termination is due to Executive’s death or Disability. As used in this paragraph, Good Reason means, without Executive’s express written consent, the occurrence of any of the following conditions: (i) a material reduction in Executive’s base compensation; (ii) a material diminution in Executive’s authority, duties, or responsibilities; or (iii) a relocation of Executive’s primary employment duties by more than 50 miles; provided, however, that the occurrence of any such condition shall not constitute Good Reason unless Executive provides notice to the Company of the existence of such condition not later than the earlier to occur of (A) 90 days after the initial existence of such condition and (B) 180 days after the date of the Change of Control, and the Company shall have failed to remedy such condition within 30 days after receipt of such notice. In the event Executive becomes eligible for benefits under this Section 4.5, Executive will receive (i) any benefits to which Executive is entitled pursuant to and in accordance with the terms of any plan of the Company then in effect and any existing contract between Executive and the Company, and (ii) the following benefits, conditioned upon Executive signing a release of claims in a form reasonably satisfactory to the Company not later than twenty-one (21) calendar days after the date of Executive’s termination: (a) Executive’s unvested equity awards will immediately vest and become exercisable; and (b) a lump sum payment in an Anticipatory Termination within ninety amount equal to Executive’s Cash Compensation received by Executive from the Company for the two (902) days prior to a Change in Control, if any equity grants most recent taxable years ending before the date upon which were granted prior to the Change of Control occurred, payable upon the latest of (i) thirty (30) calendar days from the date Executive’s employment terminates, (ii) thirty (30) calendar days from the date of the Change of Control or (iii) the expiration of any applicable revocation period under the release, but in no event later than March 15th of the year following the year in which the termination of employment occurs. As used in this paragraph, Cash Compensation means Executive’s Base Salary and Performance Award payment, in each case including any amounts deferred in the Company’s 401(k) plan and deferred compensation plan. Notwithstanding any other provision of this Agreement, if any payment or benefit Executive would vest on receive pursuant to a Change of Control after of the Anticipatory TerminationCompany (each a “Payment” and collectively the “Payments”) could constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, any such equity grants that otherwise would be forfeited (after application of any other accelerated vesting provision) shall not be forfeited pending a determination of whether or not a Change of Control occurs within ninety (90) days thereafter as amended (the “Determination PeriodCode”), but during then the Determination Period no unvested option Company shall vest or be exercisable, no other unvested equity grant shall vest and no dividends reduce the Payments so that the maximum amount of the Payments shall be payable unless and until One Dollar ($1.00) less than the Change amount that would cause the Payments to be subject to the excise tax imposed by Section 4999 of Control takes place during the Determination PeriodCode. If a Change reduction in Payments is necessary under Section 4.5, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of Control occurs during cash payments and then cancellation of accelerated vesting of equity awards. A nationally recognized, independent accounting firm selected by the Determination PeriodCompany shall perform the calculations required by this Agreement. The Company shall bear all reasonable expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with supporting documentation, to the Company and Executive promptly after the date on which Executive’s right to a Payment is triggered (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Company, including a reasonable time prior to the Payment trigger date. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon Executive and the option exercise period would otherwise have expired, then the exercise period for any equity grants which otherwise would have expired during the Determination Period shall automatically be deemed to have been extended to the date which is thirty (30) days following the first date after such Change of Control in which shares of the Company could be traded by the Executive on the applicable market under the Company’s trading window policies but, with regard to any outstanding options on the Effective Date, not beyond the earlier of the latest date that the option could have expired by its original terms under any circumstance or the tenth (10th) anniversary of the original date of grant of the option.

Termination Following Change of Control. IfIf a “Change in Control”, as defined in Section 9(e)(v), shall have occurred and only if, (i) a within 13 months following such Change of in Control occurs and the Executive’s employment with the Company is terminated by the Company without Cause terminates your employment other than for Cause, as defined in Section 9(b), or by the Executive you terminate your employment for Good Reason at any time within two (2) years after the Change of Control or (ii) there was an Anticipatory Termination and the Change of Control has taken place within ninety (90) days thereafterReason, the Executive as that term is defined in Section 9(f), then you shall be entitled to the amounts benefits described below: (i) You shall be entitled to (A) the unpaid portion of your Basic Salary plus credit for any vacation accrued but not taken, (B) reimbursement of all business expenses for which you are entitled to be reimbursed pursuant to Section 3(c) above, (C) any Annual Bonus earned with respect to the previous calendar year but unpaid as of the employment termination date, (D) a prorated amount of the Annual Bonus for the calendar year in which the termination occurs, calculated by multiplying the Annual Bonus that you would have received for such year had your employment continued through the end of such calendar year by a fraction, the numerator of which is the number of days you were employed during the applicable year and benefits provided in Section 4 upon such termination. In the event denominator of an Anticipatory Termination within ninety which is 365, and (90E) days prior the amount of any earned but unpaid portion of any bonus, incentive compensation, or any other fringe benefit to which you are entitled under this Agreement through the date of the termination as a result of a Change in Control, if any equity grants which were granted prior to the Change of Control would vest on a Change of Control after the Anticipatory Termination, any such equity grants that otherwise would be forfeited (after application of any other accelerated vesting provision) shall not be forfeited pending a determination of whether or not a Change of Control occurs within ninety (90) days thereafter (the “Determination PeriodUnpaid Earned Compensation”), but plus 1.0 times your “Current Annual Compensation” as defined in this Section 9(e)(i) (the “Salary Termination Benefit”). “Current Annual Compensation” shall mean the total of your Basic Salary in effect at the Termination Date, plus the average annual performance bonus actually received by you over the last three years fiscal years (or if you have been employed for a shorter period of time over such period during which you performed services for the Determination Period no unvested option shall vest or be exercisableCompany) plus any medical, no other unvested equity grant shall vest financial and no dividends shall be payable unless and until the Change of Control takes place during the Determination Period. If a Change of Control occurs during the Determination Periodinsurance coverage provided presently under your current annual compensation plan, and shall not include the option exercise period would otherwise have expiredvalue of any stock options granted or exercised, then the exercise period for restricted stock awards granted or vested, any other equity grants which otherwise would have expired during the Determination Period shall automatically be deemed to have been extended to the date which is thirty (30) days following the first date after such Change of Control in which shares of the Company could be traded by the Executive on the applicable market awards under the Company’s trading window policies butEquity Incentive Plan, with regard contributions to any outstanding options on the Effective Date, not beyond the earlier of the latest date that the option could have expired by its original terms under any circumstance 401(k) or the tenth (10th) anniversary of the original date of grant of the optionother qualified plans.”

Termination Following Change of Control. If, and only if, (i) a Change of Control occurs and the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason at any time within two (2) years after the Change of Control or (ii) there was an Anticipatory Termination and the Change of Control has taken place within ninety (90) days thereafter, the Executive shall be entitled to the amounts and benefits provided in Section 4 upon such termination. In the event of an Anticipatory Termination within ninety (90) days prior to a Change in Control, if any equity grants which were granted prior to the Change of Control would vest on a Change of Control after the Anticipatory Termination, any such equity grants that otherwise would be forfeited (after application of any other accelerated vesting provision) shall not be forfeited pending a determination of whether or not a Change of Control occurs within ninety (90) days thereafter (the “Determination Period”), but during the Determination Period no unvested option shall vest or be exercisable, no other unvested equity grant shall vest and no dividends shall be payable unless and until the Change of Control takes place during the Determination Period. If a Change of Control occurs during the Determination Period, and the option exercise period would otherwise have expired, then the exercise period for any equity grants which otherwise would have expired during the Determination Period shall automatically be deemed to have been extended to the date which is thirty (30) days following the first date after such Change of Control in which shares of the Company could be traded by the Executive on the applicable market under the Company’s trading window policies but, with regard to any outstanding options on the Effective Date, not beyond the earlier of the latest date that the option could have expired by its original terms under any circumstance or the tenth (10th) anniversary of the original date of grant of the option.. The foregoing terms shall have the following meaning:

Termination Following Change of Control. If, and only if, (i) a Change of Control occurs and the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason at any time within two (2) years after the Change of Control or (ii) there was an Anticipatory Termination and the Change of Control has taken place within ninety one hundred twenty (90120) days thereafter, the Executive shall be entitled to the amounts and benefits provided in Section 4 upon such termination. In the event of an Anticipatory Termination within ninety one hundred twenty (90120) days prior to a Change in Control, if any equity grants which were granted prior to the Change of Control would vest on a Change of Control after the Anticipatory Termination, any such equity grants that otherwise would be forfeited (after application of any other accelerated vesting provision) shall not be forfeited pending a determination of whether or not a Change of Control occurs within ninety one hundred twenty (90120) days thereafter (the “Determination Period”), but during the Determination Period no unvested option shall vest or be exercisable, no other unvested equity grant shall vest and no dividends shall be payable unless and until the Change of Control takes place during the Determination Period. If a Change of Control occurs during the Determination Period, and the option exercise period would otherwise have expired, then the exercise period for any equity grants which otherwise would have expired during the Determination Period shall automatically be deemed to have been extended to the date which is thirty (30) days following the first date after such Change of Control in which shares of the Company could be traded by the Executive on the applicable market under the Company’s trading window policies but, with regard to any outstanding options on the Effective Date, not beyond the earlier of the latest date that the option could have expired by its original terms under any circumstance or the tenth (10th) anniversary of the original date of grant of the option.. The foregoing terms shall have the following meaning: