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

Termination In Connection With or Following a Change of Control. In the event that, during the Term, either (x) the Company terminates Executive’s employment with the Company other than for Cause (but not due to death or Disability) (a) within the sixty (60) day period prior to a Change of Control, or (b) within the twelve (12) month period after a Change of Control or (y) Executive terminates his employment with the Company for Good Reason within twelve (12) months after a Change of Control (and pursuant to the notice and cure periods set forth in Section 7(e)), then the Executive shall receive (i) the Severance Benefits and (ii) the COBRA Benefits, and, to the extent the following will not result in a violation of Code Section 409A, shall also be entitled to immediate and full accelerated vesting of all equity awards received by Executive from the Company or its parents that are outstanding as of the effective date of such termination without regard for the vesting schedule set forth in the terms of any applicable plan or arrangement governing such equity awards (provided that any equity awards that are subject to the satisfaction of performance goals shall be deemed earned at not less than target performance). Notwithstanding anything herein to the contrary, the receipt of any severance pay or benefits or acceleration of vesting pursuant to this Section 10 will be subject to Executive signing and not revoking the Release of Claims in accordance with Section 7(g). No severance pursuant to this Section 10 will be paid or provided unless and until the Release of Claims becomes effective and the revocation period has expired, and Executive has not exercised his revocation, in accordance with Section 7(g). The receipt of any severance pay and benefits pursuant to this Section 10 will also be subject to Executive not violating the Confidentiality and Invention Assignment Agreement, returning all Company property, and complying with the Release of Claims. In the event of Executive’s breach of the Confidentiality and Invention Assignment Agreement or the Release of Claims, all remaining severance payments and benefits will immediately cease and all severance payments and benefits that were made will be reimbursed and repaid promptly by Executive to the Company. In the event that Executive becomes entitled to any payments or benefits under this Section 10, Executive shall not receive any payments or benefits under Section 7. In addition, upon a termination described in this Section 10, Executive shall be entitled to receive the Accrued Obligations.

Termination In Connection With or Following a Change of Control. In the event that, during the Term, either (x) the Company terminates Executive’s that Employee's employment with the Company is terminated as a result of an involuntary termination other than for Cause or if Employee resigns for Good Reason at any time within ninety (but not due to death or Disability90) (a) within the sixty (60) day period days prior to and twelve (12) months following the effective date of a Change of Control, or then Employee will be entitled to receive severance benefits as follows: (bi) within severance payments during the twelve period from the date of Employee's termination until the date nine (129) month period months after a the effective date of the termination (the "Severance Period") 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) continuation of the health insurance benefits provided to Employee for Employee and his/her eligible dependents immediately prior to the Change of Control at Company expense pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law, and (yiii) Executive terminates his each stock option to purchase the Company's Common Stock and all shares of restricted stock granted to Employee over the course of his/her employment with the Company for Good Reason within twelve (12) months after a Change and held by Employee on the date of Control (and pursuant termination of employment shall become immediately vested as to the notice and cure periods set forth in Section 7(e)), then the Executive shall receive (i) the Severance Benefits and (ii) the COBRA Benefits, and, to the extent the following will not result in a violation of Code Section 409A, shall also be entitled to immediate and full accelerated vesting of all equity awards received by Executive from the Company or its parents that are outstanding as 100% of the effective date of such termination without regard for the vesting schedule set forth in the terms of any applicable plan or arrangement governing such equity awards (provided that any equity awards that are subject to the satisfaction of performance goals shall be deemed earned at not less than target performance). Notwithstanding anything herein to the contrary, the receipt of any severance pay or benefits or acceleration of vesting pursuant to this Section 10 will be subject to Executive signing then unvested options and not revoking the Release of Claims in accordance with Section 7(g). No severance pursuant to this Section 10 will be paid or provided unless and until the Release of Claims becomes effective and the revocation period has expired, and Executive has not exercised his revocation, in accordance with Section 7(g). The receipt of any severance pay and benefits pursuant to this Section 10 will also be subject to Executive not violating the Confidentiality and Invention Assignment Agreement, returning all Company property, and complying with the Release of Claims. In the event of Executive’s breach of the Confidentiality and Invention Assignment Agreement or the Release of Claims, all remaining severance payments and benefits will immediately cease and all severance payments and benefits that were made will be reimbursed and repaid promptly by Executive to the Company. In the event that Executive becomes entitled to any payments or benefits under this Section 10, Executive shall not receive any payments or benefits under Section 7shares. In addition, upon a Employee will receive payment(s) for all accrued and unpaid salary, bonuses and PTO as of the date of Employee's termination described in this Section 10, Executive shall be entitled to receive the Accrued Obligationsof employment.

Termination In Connection With or Following a Change of Control. In the event that, during the Term, either (x) the Company terminates Executive’s that Employee's employment with the Company is terminated as a result of an involuntary termination other than for Cause or if Employee resigns for Good Reason at any time within ninety (but not due to death or Disability90) (a) within the sixty (60) day period days prior to and twelve (12) months following the effective date of a Change of Control, or then Employee will be entitled to receive severance benefits as follows: (bi) within severance payments during the twelve (12) month period after a Change from the date of Control or (y) Executive terminates his employment with Employee's termination until the Company for Good Reason within date twelve (12) months after a Change of Control (and pursuant to the notice and cure periods set forth in Section 7(e)), then the Executive shall receive (i) the Severance Benefits and (ii) the COBRA Benefits, and, to the extent the following will not result in a violation of Code Section 409A, shall also be entitled to immediate and full accelerated vesting of all equity awards received by Executive from the Company or its parents that are outstanding as of the effective date of such the termination without regard (the "Severance Period") 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) continuation of the health insurance benefits provided to Employee for Employee and his/her eligible dependents immediately prior to the vesting schedule set forth in Change of Control at Company expense pursuant to the terms of any the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") or other applicable plan law through the earlier of the end of the Severance Period or arrangement governing the date upon which Employee is no longer eligible for such equity awards (provided that any equity awards that are subject to the satisfaction of performance goals shall be deemed earned at not less than target performance). Notwithstanding anything herein to the contrary, the receipt of any severance pay COBRA or other benefits or acceleration of vesting pursuant to this Section 10 will be subject to Executive signing and not revoking the Release of Claims in accordance with Section 7(g). No severance pursuant to this Section 10 will be paid or provided unless and until the Release of Claims becomes effective and the revocation period has expiredunder applicable law, and Executive has not exercised his revocation, in accordance with Section 7(g). The receipt (iii) each stock option to purchase the Company's Common Stock and all shares of any severance pay and benefits pursuant restricted stock granted to this Section 10 will also be subject to Executive not violating Employee over the Confidentiality and Invention Assignment Agreement, returning all Company property, and complying course of his/her employment with the Release Company and held by Employee on the date of Claims. In the event termination of Executive’s breach employment shall become immediately vested as to 100% of the Confidentiality then unvested options and Invention Assignment Agreement or the Release of Claims, all remaining severance payments and benefits will immediately cease and all severance payments and benefits that were made will be reimbursed and repaid promptly by Executive to the Company. In the event that Executive becomes entitled to any payments or benefits under this Section 10, Executive shall not receive any payments or benefits under Section 7shares. In addition, upon a Employee will receive payment(s) for all accrued and unpaid salary, bonuses and PTO as of the date of Employee's termination described in this Section 10, Executive shall be entitled to receive the Accrued Obligationsof employment.

Termination In Connection With or Following a Change of Control. In the event that, during the Term, either (x) the Company terminates Executivethat Employee’s employment with the Company is terminated as a result of an involuntary termination other than for Cause (but not due to and other than as a result of death or Disabilitydisability as disability is defined for purposes of the Company’s long-term disability policies) (a) within the sixty (60) day period or if Employee resigns for Good Reason, as of, immediately prior to a Change of Control, or (b) within the twelve (12) month period after a Change of Control or (y) Executive terminates his employment with the Company for Good Reason at any time within twelve (12) months after a Change of Control (and pursuant to the notice and cure periods set forth in Section 7(e)), then the Executive shall receive (i) the Severance Benefits and (ii) the COBRA Benefits, and, to the extent the following will not result in a violation of Code Section 409A, shall also be entitled to immediate and full accelerated vesting of all equity awards received by Executive from the Company or its parents that are outstanding as of the effective date of such termination without regard a Change of Control, then Employee will be entitled to receive severance benefits as follows: (i) a lump sum severance payment equal to nine (9) months of the base salary which Employee was receiving immediately prior to the Change of Control plus 75% of Employee’s target annual bonus as in effect immediately prior to the Change of Control, which shall be paid on the date that is sixty (60) days after the effective date of the termination, (ii) continuation of the health insurance benefits provided to Employee for Employee and Employee’s eligible dependents immediately prior to the vesting schedule set forth in Change of Control at Company expense pursuant to the terms of any the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable plan or arrangement governing such equity awards (provided that any equity awards that are subject to the satisfaction of performance goals shall be deemed earned at not less than target performance). Notwithstanding anything herein to the contrary, the receipt of any severance pay or benefits or acceleration of vesting pursuant to this Section 10 will be subject to Executive signing and not revoking the Release of Claims in accordance with Section 7(g). No severance pursuant to this Section 10 will be paid or provided unless and law until the Release earlier of Claims becomes the date nine (9) months after the effective and date of the revocation period has expiredtermination or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law, and Executive has not exercised his revocation, in accordance with Section 7(g). The receipt (iii) each stock option to purchase the Company’s common shares (“Common Stock”) and all shares of any severance pay and benefits pursuant restricted stock granted to this Section 10 will also be subject to Executive not violating Employee over the Confidentiality and Invention Assignment Agreement, returning all Company property, and complying course of Employee’s employment with the Release Company and held by Employee on the date of Claims. In the event termination of Executive’s breach employment shall become immediately vested as to 75% of each of the Confidentiality then unvested options and Invention Assignment Agreement or the Release of Claims, all remaining severance payments and benefits will immediately cease and all severance payments and benefits that were made will be reimbursed and repaid promptly by Executive to the Company. In the event that Executive becomes entitled to any payments or benefits under this Section 10, Executive shall not receive any payments or benefits under Section 7shares. In addition, upon a Employee will receive payment(s) for all accrued and unpaid salary, bonuses and PTO as of the date of Employee’s termination described in this Section 10, Executive shall be entitled to receive the Accrued Obligationsof employment.

Termination In Connection With or Following a Change of Control. In the event that, during the Term, either (x) the Company terminates Executive’s that Employee's employment with the Company is terminated as a result of an involuntary termination other than for Cause or if Employee resigns for Good Reason at any time within ninety (but not due to death or Disability90) (a) within the sixty (60) day period days prior to and twelve (12) months following the effective date of a Change of Control, or then Employee will be entitled to receive severance benefits as follows: (bi) within severance payments during the twelve period from the date of Employee's termination until the date fifteen (1215) month period months after a the effective date of the termination (the "Severance Period") 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) continuation of the health insurance benefits provided to Employee for Employee and his eligible dependents immediately prior to the Change of Control at Company expense pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law, and (yiii) Executive terminates each stock option to purchase the Company's Common Stock and all shares of restricted stock granted to Employee over the course of his employment with the Company for Good Reason within twelve (12) months after a Change and held by Employee on the date of Control (and pursuant termination of employment shall become immediately vested as to the notice and cure periods set forth in Section 7(e)), then the Executive shall receive (i) the Severance Benefits and (ii) the COBRA Benefits, and, to the extent the following will not result in a violation of Code Section 409A, shall also be entitled to immediate and full accelerated vesting of all equity awards received by Executive from the Company or its parents that are outstanding as 100% of the effective date of such termination without regard for the vesting schedule set forth in the terms of any applicable plan or arrangement governing such equity awards (provided that any equity awards that are subject to the satisfaction of performance goals shall be deemed earned at not less than target performance). Notwithstanding anything herein to the contrary, the receipt of any severance pay or benefits or acceleration of vesting pursuant to this Section 10 will be subject to Executive signing then unvested options and not revoking the Release of Claims in accordance with Section 7(g). No severance pursuant to this Section 10 will be paid or provided unless and until the Release of Claims becomes effective and the revocation period has expired, and Executive has not exercised his revocation, in accordance with Section 7(g). The receipt of any severance pay and benefits pursuant to this Section 10 will also be subject to Executive not violating the Confidentiality and Invention Assignment Agreement, returning all Company property, and complying with the Release of Claims. In the event of Executive’s breach of the Confidentiality and Invention Assignment Agreement or the Release of Claims, all remaining severance payments and benefits will immediately cease and all severance payments and benefits that were made will be reimbursed and repaid promptly by Executive to the Company. In the event that Executive becomes entitled to any payments or benefits under this Section 10, Executive shall not receive any payments or benefits under Section 7shares. In addition, upon a Employee will receive payment(s) for all accrued and unpaid salary, bonuses and PTO as of the date of Employee's termination described in this Section 10, Executive shall be entitled to receive the Accrued Obligationsof employment.

Termination In Connection With or Following a Change of Control. In the event that, during the Term, either (x) the Company terminates Executivethat Employee’s employment with the Company is terminated as a result of an involuntary termination other than for Cause or if Employee resigns for Good Reason at any time within ninety (but not due to death or Disability90) (a) within the sixty (60) day period days prior to and twelve (12) months following the effective date of a Change of Control, or then Employee will be entitled to receive severance benefits as follows: (bi) within severance payments during the twelve period from the date of Employee’s termination until the date nine (129) month period months after a the effective date of the termination (the “Severance Period”) 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) continuation of the health insurance benefits provided to Employee for Employee and his/her eligible dependents immediately prior to the Change of Control at Company expense pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the foregoing COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to Employee a taxable monthly payment in an amount equal to the monthly COBRA premium that Employee would be required to pay to continue Employee’s group health coverage in effect on the date of his/her termination (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made regardless of whether Employee elects COBRA continuation coverage and shall end on the earlier of (x) the date upon which Employee obtains other employment or (y) Executive terminates his the last day of the Severance Period, and (iii) each stock option to purchase the Company’s Common Stock and all shares of restricted stock granted to Employee over the course of his/her employment with the Company for Good Reason within twelve (12) months after a Change and held by Employee on the date of Control (and pursuant termination of employment shall become immediately vested as to the notice and cure periods set forth in Section 7(e)), then the Executive shall receive (i) the Severance Benefits and (ii) the COBRA Benefits, and, to the extent the following will not result in a violation of Code Section 409A, shall also be entitled to immediate and full accelerated vesting of all equity awards received by Executive from the Company or its parents that are outstanding as 100% of the effective date of such termination without regard for the vesting schedule set forth in the terms of any applicable plan or arrangement governing such equity awards (provided that any equity awards that are subject to the satisfaction of performance goals shall be deemed earned at not less than target performance). Notwithstanding anything herein to the contrary, the receipt of any severance pay or benefits or acceleration of vesting pursuant to this Section 10 will be subject to Executive signing then unvested options and not revoking the Release of Claims in accordance with Section 7(g). No severance pursuant to this Section 10 will be paid or provided unless and until the Release of Claims becomes effective and the revocation period has expired, and Executive has not exercised his revocation, in accordance with Section 7(g). The receipt of any severance pay and benefits pursuant to this Section 10 will also be subject to Executive not violating the Confidentiality and Invention Assignment Agreement, returning all Company property, and complying with the Release of Claims. In the event of Executive’s breach of the Confidentiality and Invention Assignment Agreement or the Release of Claims, all remaining severance payments and benefits will immediately cease and all severance payments and benefits that were made will be reimbursed and repaid promptly by Executive to the Company. In the event that Executive becomes entitled to any payments or benefits under this Section 10, Executive shall not receive any payments or benefits under Section 7shares. In addition, upon a Employee will receive payment(s) for all accrued and unpaid salary, bonuses and PTO as of the date of Employee’s termination described in this Section 10, Executive shall be entitled to receive the Accrued Obligationsof employment.