Common use of Termination in Connection with Change of Control Clause in Contracts

Termination in Connection with Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within three (3) months prior to or twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (A) the Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination; (B) Executive shall be entitled to receive severance pay in an amount equal to the sum of: (1) Executive’s base salary as in effect immediately prior to the date of termination for the twelve (12) month period following the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination (or, in the event the date of termination precedes the consummation of a Change of Control, with respect to those amounts the payment of which is not administratively practicable by the foregoing date because it is not yet known whether a Change of Control will occur within three (3) months following the date of termination, such amounts shall be paid as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the consummation of the Change of Control), plus (2) an amount equal to Executive’s Bonus for the year in which the date of termination occurs prorated for the period during such year Executive was employed prior to the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination (or, in the event the date of termination precedes the consummation of a Change of Control, with respect to those amounts the payment of which is not administratively practicable by the foregoing date because it is not yet known whether a Change of Control will occur within three (3) months following the date of termination, such amounts shall be paid as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the consummation of the Change of Control); (C) The vesting and/or exercisability of all of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the date of termination; (D) for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage), the Company shall pay for and provide Executive and his or her dependents with healthcare and life insurance benefits which are substantially the same as the benefits provided to Executive immediately prior to the date of termination, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA; (E) Executive shall be entitled to executive-level outplacement services at the Company’s expense, not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Company; and (F) The payments and benefits provided for in this Section 4(d)(ii) shall only be payable in the event Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within three (3) months prior to or twelve (12) months following a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason prior to a Change of Control and such Change of Control is not consummated within three (3) months following such termination, then Executive shall receive the payments and benefits described in Section 4(d)(i) and shall not be eligible to receive any of the payments and benefits described in this Section 4(d)(ii).

Termination in Connection with Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within three (3) months prior to or twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (A) the Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination; (B) Executive shall be entitled to receive severance pay in an amount equal to the sum of: (1) Executive’s base salary as in effect immediately prior to the date of termination for the twelve (12) month period following the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination (or, in the event the date of termination precedes the consummation of a Change of Control, with respect to those amounts the payment of which is not administratively practicable by the foregoing date because it is not yet known whether a Change of Control will occur within three (3) months following the date of termination, such amounts shall be paid as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the consummation of the Change of Control), plus (2) an amount equal to Executive’s Bonus for the year in which the date of termination occurs prorated for the period during such year Executive was employed prior to the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination (or, in the event the date of termination precedes the consummation of a Change of Control, with respect to those amounts the payment of which is not administratively practicable by the foregoing date because it is not yet known whether a Change of Control will occur within three (3) months following the date of termination, such amounts shall be paid as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the consummation of the Change of Control); (C) The vesting and/or exercisability of all of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the date of termination; (D) for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage), the Company shall pay for and provide Executive and his or her dependents with healthcare and life insurance benefits which are substantially the same as the benefits provided to Executive immediately prior to the date of termination, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA; (E) Executive shall be entitled to executive-level outplacement services at the Company’s expense, not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Company; and (F) The payments and benefits provided for in this Section 4(d)(ii) shall only be payable in the event Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within three (3) months prior to or twelve (12) months following a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason prior to a Change of Control and such Change of Control is not consummated within three (3) months following such termination, then Executive shall receive the payments and benefits described in Section 4(d)(i) and shall not be eligible to receive any of the payments and benefits described in this Section 4(d)(ii).

Termination in Connection with Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within three (3) months prior to or twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (A) the Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination; (B) Executive shall be entitled to receive severance pay in an amount equal to the sum of: (1) Executive’s base salary as in effect immediately prior to the date of termination for the twelve eighteen (1218) month period following the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination (or, in the event the date of termination precedes the consummation of a Change of Control, with respect to those amounts the payment of which is not administratively practicable by the foregoing date because it is not yet known whether a Change of Control will occur within three (3) months following the date of termination, such amounts shall be paid as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the consummation of the Change of Control), plus (2) an amount equal to Executive’s Bonus for the year in which the date of termination occurs prorated for the period during such year Executive was employed prior to the date of terminationoccurs, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination (or, in the event the date of termination precedes the consummation of a Change of Control, with respect to those amounts the payment of which is not administratively practicable by the foregoing date because it is not yet known whether a Change of Control will occur within three (3) months following the date of termination, such amounts shall be paid as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the consummation of the Change of Control); (C) The vesting and/or exercisability of all of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the date of termination; (D) for the period beginning on the date of termination and ending on the date which is twelve eighteen (1218) full months following the date of termination (or, if earlier, the date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage), the Company shall pay for and provide Executive and his or her dependents with healthcare and life insurance benefits which are substantially the same as the benefits provided to Executive immediately prior to the date of termination, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA; (E) Executive shall be entitled to executive-level outplacement services at the Company’s expense, not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Company; and (F) The payments and benefits provided for in this Section 4(d)(ii) shall only be payable in the event Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within three (3) months prior to or twelve (12) months following a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason prior to a Change of Control and such Change of Control is not consummated within three (3) months following such termination, then Executive shall receive the payments and benefits described in Section 4(d)(i) and shall not be eligible to receive any of the payments and benefits described in this Section 4(d)(ii).

Termination in Connection with Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within three (3) months prior to or twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (A) the Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination; (B) Executive shall be entitled to receive severance pay in an amount equal to the sum of: (1) Executive’s base salary as in effect immediately prior to the date of termination for the twelve eighteen (1218) month period following the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination (or, in the event the date of termination precedes the consummation of a Change of Control, with respect to those amounts the payment of which is not administratively practicable by the foregoing date because it is not yet known whether a Change of Control will occur within three (3) months following the date of termination, such amounts shall be paid as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the consummation of the Change of Control), plus (2) an amount equal to Executive’s Bonus for the year in which the date of termination occurs prorated for the period during such year Executive was employed prior to the date of terminationoccurs, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination (or, in the event the date of termination precedes the consummation of a Change of Control, with respect to those amounts the payment of which is not administratively practicable by the foregoing date because it is not yet known whether a Change of Control will occur within three (3) months following the date of termination, such amounts shall be paid as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the consummation of the Change of Control); (C) The vesting and/or exercisability of all of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the date of termination; (D) for the period beginning on the date of termination and ending on the date which is twelve eighteen (1218) full months following the date of termination (or, if earlier, the date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage), the Company shall pay for and provide Executive and his or her dependents with healthcare and life insurance benefits which are substantially the same as the benefits provided to Executive immediately prior to the date of termination, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA; (E) Executive shall be entitled to executive-level outplacement services at the Company’s expense, not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Company; and (F) The payments and benefits provided for in this Section 4(d)(ii) shall only be payable in the event Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within three (3) months prior to or twelve (12) months following a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason prior to a Change of Control and such Change of Control is not consummated within three (3) months following such termination, then Executive shall receive the payments and benefits described in Section 4(d)(i) and shall not be eligible to receive any of the payments and benefits described in this Section 4(d)(ii).