Common use of Termination in Connection with or Following a Change in Control Clause in Contracts

Termination in Connection with or Following a Change in Control. If Executive’s employment is terminated without Cause (as defined below) (and other than as a result of Executive’s death or disability), or Executive resigns for Good Reason (as defined below), in either case within twelve (12) months after the effective date of a Change in Control (as defined below), and provided such termination constitutes a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h), such termination a “Separation from Service”), and provided further that Executive signs and allows to become effective a general release of all claims in favor of the Company in a form provided by the Company (the “Release”), within sixty (60) days after Executive’s Separation from Service (the date that the Release becomes effective and may no longer be revoked by Executive is referred to as the “Release Date”), then the Company shall provide Executive with the following severance benefits (the “Change in Control Separation Benefits”): (i) The Company shall pay Executive cash severance in an amount equal to twelve (12) months of Executive’s then-current base salary, ignoring any decrease in base salary that forms the basis for Good Reason, less all applicable withholdings and deductions, paid on the Company’s first regular payroll date following the Release Date. (ii) The Company shall pay Executive the Executive’s target annual bonus which Executive would have been eligible to earn had Executive’s employment with the Company continued for a period of twelve (12) months following the date of Executive’s Separation from Service. (iii) Should Executive timely elect to continue Executive’s medical, dental and/or vision insurance benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or any analogous provisions of applicable state law, the Company shall pay Executive’s COBRA premiums for Executive and Executive’s eligible dependents (“COBRA Premiums”) for a period of twelve (12) months following Executive’s Separation from Service (the “Change in Control Benefits Payment Period”) or, if earlier, the date upon which Executive obtains coverage under a medical plan by a subsequent employer. The Company’s obligation to pay any COBRA Premiums will be subject to the then-current requirements of COBRA and any other laws affecting the payment of COBRA premiums by the Company. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA Premiums without potentially incurring financial costs or penalties under applicable law, the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether Executive elects health care continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA Premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company would have otherwise paid for COBRA Premiums (which amount shall be calculated based on the premium for the first month of COBRA coverage), and shall be paid until the earlier of: (i) the date the Change in Control Benefits Payment Period expires or (ii) the date upon which Executive obtains coverage under a medical plan by a subsequent employer. (iv) The Company shall accelerate the vesting of each of Executive’s then-outstanding unvested equity compensation awards, effective immediately prior to such Separation from Service. In the event any such awards are based upon performance of the Company and/or of Executive, such awards shall be vested at their respective target levels.

Termination in Connection with or Following a Change in Control. If Executive’s employment is terminated without Cause (as defined below) (and other than as a result of Executive’s death or disability), or Executive resigns for Good Reason (as defined below), in either case within twelve (12) months after the effective date of a Change in Control (as defined below), and provided such termination constitutes a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h), such termination a “Separation from Service”), and provided further that Executive signs and allows to become effective a general release of all claims in favor of the Company in a form provided by the Company (the “Release”), within sixty (60) days after Executive’s Separation from Service (the date that the Release becomes effective and may no longer be revoked by Executive is referred to as the “Release Date”), then the Company shall provide Executive with the following severance benefits (the “Change in Control Separation Benefits”): (i) The Company shall pay Executive cash severance in an amount equal to twelve (12) months of Executive’s then-current base salary, ignoring any decrease in base salary that forms the basis for Good Reason, less all applicable withholdings and deductions, paid on the Company’s first regular payroll date following the Release Date. (ii) The Company shall pay Executive the further cash severance in an amount equal to one hundred percent (100%) of Executive’s target annual bonus for the year in which Executive would have been eligible to earn had Executivethe Change in Control is consummated, less all applicable withholdings and deductions, paid on the Company’s employment with the Company continued for a period of twelve (12) months first regular payroll date following the date of Executive’s Separation from ServiceRelease Date. (iii) Should Executive timely elect to continue Executive’s medical, dental and/or vision insurance benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or any analogous provisions of applicable state law, the Company shall pay Executive’s COBRA premiums for Executive and Executive’s eligible dependents (“COBRA Premiums”) for a period of twelve (12) months following Executive’s Separation from Service (the “Change in Control Benefits Payment Period”) or, if earlier, the date upon which Executive obtains coverage under a medical plan by a subsequent employer. The Company’s obligation to pay any COBRA Premiums will be subject to the then-current requirements of COBRA and any other laws affecting the payment of COBRA premiums by the Company. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA Premiums without potentially incurring financial costs or penalties under applicable law, the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether Executive elects health care continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA Premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company would have otherwise paid for COBRA Premiums (which amount shall be calculated based on the premium for the first month of COBRA coverage), and shall be paid until the earlier of: (i) the date the Change in Control Benefits Payment Period expires or (ii) the date upon which Executive obtains coverage under a medical plan by a subsequent employer. (iv) The Company shall accelerate the vesting of each of Executive’s then-outstanding unvested equity compensation awards, effective immediately prior to such Separation from Service. In the event any such awards are based upon performance of the Company and/or of Executive, such awards shall be vested at their respective target levels.

Termination in Connection with or Following a Change in Control. If Executive’s employment is terminated without Cause (as defined below) (and other than as a result of Executive’s death or disability), or Executive resigns for Good Reason (as defined below), in either case within twelve (12) months after the effective date of a Change in Control (as defined below), and provided such termination constitutes a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h), such termination a “Separation from Service”), and provided further that Executive signs and allows to become effective a general release of all claims in favor of the Company in a form provided by the Company (the “Release”), within sixty (60) days after Executive’s Separation from Service (the date that the Release becomes effective and may no longer be revoked by Executive is referred to as the “Release Date”), then the Company shall provide Executive with the following severance benefits (the “Change in Control Separation Benefits”): (i) The Company shall pay Executive cash severance in an amount equal to twelve (12) months of Executive’s then-current base salary, ignoring any decrease in base salary that forms the basis for Good Reason, less all applicable withholdings and deductions, paid on the Company’s first regular payroll date following the Release Date. (ii) The Company shall pay Executive the further cash severance in an amount equal to one hundred percent (100%) of Executive’s target annual bonus for the year in which Executive would have been eligible to earn had Executivethe Change in Control is consummated, less all applicable withholdings and deduction, paid on the Company’s employment with the Company continued for a period of twelve (12) months first regular payroll date following the date of Executive’s Separation from ServiceRelease Date. (iii) Should Executive timely elect to continue Executive’s medical, dental and/or vision insurance benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or any analogous provisions of applicable state law, the Company shall pay Executive’s COBRA premiums for Executive and Executive’s eligible dependents (“COBRA Premiums”) for a period of twelve (12) months following Executive’s Separation from Service (the “Change in Control Benefits Payment Period”) or, if earlier, the date upon which Executive obtains coverage under a medical plan by a subsequent employer. The Company’s obligation to pay any COBRA Premiums will be subject to the then-current requirements of COBRA and any other laws affecting the payment of COBRA premiums by the Company. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA Premiums without potentially incurring financial costs or penalties under applicable law, the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether Executive elects health care continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA Premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company would have otherwise paid for COBRA Premiums (which amount shall be calculated based on the premium for the first month of COBRA coverage), and shall be paid until the earlier of: (i) the date the Change in Control Benefits Payment Period expires or (ii) the date upon which Executive obtains coverage under a medical plan by a subsequent employer. (iv) The Company shall accelerate the vesting of each of Executive’s then-outstanding unvested equity compensation awards, effective immediately prior to such Separation from Service. In the event any such awards are based upon performance of the Company and/or of Executive, such awards shall be vested at their respective target levels.

Termination in Connection with or Following a Change in Control. If Executive’s employment is terminated without Cause (as defined below) (and other than as a result of Executive’s death or disability), or Executive resigns for Good Reason (as defined below), in either case within twelve (12) months after the effective date of a Change in Control (as defined below), and provided such termination constitutes a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h), such termination a “Separation from Service”), and provided further that Executive signs and allows to become effective a general release of all claims in favor of the Company in a form provided by the Company (the “Release”), within sixty (60) days after Executive’s Separation from Service (the date that the Release becomes effective and may no longer be revoked by Executive is referred to as the “Release Date”), then the Company shall provide Executive with the following severance benefits (the “Change in Control Separation Benefits”): (i) The Company shall pay Executive cash severance in an amount equal to twelve nine (129) months of Executive’s then-current base salary, ignoring any decrease in base salary that forms the basis for Good Reason, less all applicable withholdings and deductions, paid on the Company’s first regular payroll date following the Release Date. (ii) The Company shall pay Executive the further cash severance in an amount equal to seventy-five percent (75%) of Executive’s target annual bonus for the year in which Executive would have been eligible to earn had Executivethe Change in Control is consummated, less all applicable withholdings and deductions, paid on the Company’s employment with the Company continued for a period of twelve (12) months first regular payroll date following the date of Executive’s Separation from ServiceRelease Date. (iii) Should Executive timely elect to continue Executive’s medical, dental and/or vision insurance benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or any analogous provisions of applicable state law, the Company shall pay Executive’s COBRA premiums for Executive and Executive’s eligible dependents (“COBRA Premiums”) for a period of twelve nine (129) months following Executive’s Separation from Service (the “Change in Control Benefits Payment Period”) or, if earlier, the date upon which Executive obtains coverage under a medical plan by a subsequent employer. The Company’s obligation to pay any COBRA Premiums will be subject to the then-current requirements of COBRA and any other laws affecting the payment of COBRA premiums by the Company. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA Premiums without potentially incurring financial costs or penalties under applicable law, the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether Executive elects health care continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA Premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company would have otherwise paid for COBRA Premiums (which amount shall be calculated based on the premium for the first month of COBRA coverage), and shall be paid until the earlier of: (i) the date the Change in Control Benefits Payment Period expires or (ii) the date upon which Executive obtains coverage under a medical plan by a subsequent employer. (iv) The Company shall accelerate the vesting of each of Executive’s then-outstanding unvested equity compensation awards, effective immediately prior to such Separation from Service. In the event any such awards are based upon performance of the Company and/or of Executive, such awards shall be vested at their respective target levels.