Common use of Termination Not Following a Change of Control Clause in Contracts

Termination Not Following a Change of Control. In the event that Employee’s employment is terminated as a result of an involuntary termination other than for Cause or if Employee resigns for Good Reason at any time prior to or more than 12 months following the effective date of a Change of Control, then Employee will be entitled to receive severance benefits as follows: (i) severance payments during the period from the date of Employee’s termination until the date 6 months after the effective date of the termination (the “Benefit Period”) equal to the base salary which Employee was receiving immediately prior to the Change of Control, which payments shall be paid during the Benefit 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 25% of the bonus paid to Employee for the Company’s fiscal year prior to the Company’s fiscal year in which the termination occurs, (iii) continuation of the health insurance benefits provided to Employee immediately prior to the Change of Control at Company expense pursuant to COBRA or other applicable law through the earlier of the end of the Benefit Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law; and (iv) each stock option and equity award to 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 on such date as to that number of shares that would have vested in accordance with the terms of such option or equity award as of the date 12 months after the date of termination of employment (assuming that Employee had remained an employee of the Company for 12 months after the date of termination of employment) and each such option and equity award shall be exercisable in accordance with the provisions of the agreement and plan pursuant to which such option or award was granted, provided however that the vested shares underlying an 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 the award as set forth in the applicable award agreement). In addition, Employee will receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of Employee’s termination of employment.

Termination Not Following a Change of Control. In the event that Employee’s 's employment is terminated as a result of an involuntary termination other than for Cause or if Employee resigns for Good Reason at any time prior to or more than 12 months following the effective date of a Change of Control, then Employee will be entitled to receive severance benefits as follows: : (i) severance payments during the period from the date of Employee’s 's termination until the date 6 months after the effective date of the termination (the “"Benefit Period”") equal to the base salary which Employee was receiving immediately prior to the Change of Control, which payments shall be paid during the Benefit Period in accordance with the Company’s 's standard payroll practices, (ii) a lump sum payment as soon as practicable after the date of termination of employment equal to 25% of the bonus paid to Employee for the Company’s 's fiscal year prior to the Company’s 's fiscal year in which the termination occurs, (iii) continuation of the health insurance benefits provided to Employee immediately prior to the Change of Control at Company expense pursuant to COBRA or other applicable law through the earlier of the end of the Benefit Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law; and (iv) each stock option and equity award to purchase the Company’s '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 on such date as to that number of shares that would have vested in accordance with the terms of such option or equity award as of the date 12 months after the date of termination of employment (assuming that Employee had remained an employee of the Company for 12 months after the date of termination of employment) and each such option and equity award shall be exercisable in accordance with the provisions of the agreement and plan pursuant to which such option or award was granted, provided however that the vested shares underlying an equity award granted on or after July 23, 2004, shall remain exercisable for a period of eighteen (18) months following Employee’s 's termination date (but not later than the expiration date of the award as set forth in the applicable award agreement). In addition, Employee will receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of Employee’s 's termination of employment.

Termination Not Following a Change of Control. In the event that Employee’s 's employment is terminated as a result of an involuntary termination other than for Cause or if Employee resigns for Good Reason at any time prior to or more than 12 months following the effective date of a Change of Control, then Employee will be entitled to receive severance benefits as follows: : (i) severance payments during the period from the date of Employee’s 's termination until the date 6 12 months after the effective date of the termination (the “"Benefit Period”") equal to the base salary which Employee was receiving immediately prior to the Change of Control, which payments shall be paid during the Benefit Period in accordance with the Company’s 's standard payroll practices, (ii) a lump sum payment as soon as practicable after the date of termination of employment equal to 2550% of the bonus paid to Employee for the Company’s 's fiscal year prior to the Company’s 's fiscal year in which the termination occurs, (iii) continuation of the health insurance benefits provided to Employee immediately prior to the Change of Control at Company expense pursuant to COBRA or other applicable law through the earlier of the end of the Benefit Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law; and (iv) each stock option and equity award to purchase the Company’s '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 on such date as to that number of shares that would have vested in accordance with the terms of such option or equity award as of the date 12 months after the date of termination of employment (assuming that Employee had remained an employee of the Company for 12 months after the date of termination of employment) and each such option and equity award shall be exercisable in accordance with the provisions of the agreement and plan pursuant to which such option or award was granted, provided however that the vested shares underlying an equity award granted on or after July 23, 2004, shall remain exercisable for a period of eighteen (18) months following Employee’s 's termination date (but not later than the expiration date of the award as set forth in the applicable award agreement). In addition, Employee will receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of Employee’s 's termination of employment.

Termination Not Following a Change of Control. In the event that Employee’s employment is terminated as a result of an involuntary termination other than for Cause or if Employee resigns for Good Reason at any time prior to or more than 12 months following the effective date of a Change of Control, then Employee will be entitled to receive severance benefits as follows: (i) severance payments during the period from the date of Employee’s termination until the date 6 months after the effective date of the termination (the “Benefit Period”) equal to the base salary which Employee was receiving immediately prior to the Change of Control, which payments shall be paid during the Benefit 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 25% of the bonus paid to Employee for the Company’s fiscal year prior to the Company’s fiscal year in which the termination occurs, (iii) continuation of the health insurance benefits provided to Employee immediately prior to the Change of Control at Company expense pursuant to COBRA or other applicable law through the earlier of the end of the Benefit Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law; and (iv) each stock option and equity award to 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 on such date as to that number of shares that would have vested in accordance with the terms of such option or equity award as of the date 12 months after the date of termination of employment (assuming that Employee had remained an employee of the Company for 12 months after the date of termination of employment) and each such option and equity award shall be exercisable in accordance with the provisions of the agreement and plan pursuant to which such option or award was granted, provided however that the vested shares underlying an 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 the award as set forth in the 2 applicable award agreement). In addition, Employee will receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of Employee’s termination of employment.

Termination Not Following a Change of Control. In the event that Employee’s employment is terminated as a result of an involuntary termination other than for Cause or if Employee resigns for Good Reason at any time prior to or more than 12 months following the effective date of a Change of Control, then Employee will be entitled to receive severance benefits as follows: (i) severance payments during the period from the date of Employee’s termination until the date 6 12 months after the effective date of the termination (the “Benefit Period”) equal to the base salary which Employee was receiving immediately prior to the Change of Control, which payments shall be paid during the Benefit 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 2550% of the bonus paid to Employee for the Company’s fiscal year prior to the Company’s fiscal year in which the termination occurs, (iii) continuation of the health insurance benefits provided to Employee immediately prior to the Change of Control at Company expense pursuant to COBRA or other applicable law through the earlier of the end of the Benefit Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law; and (iv) each stock option and equity award to 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 on such date as to that number of shares that would have vested in accordance with the terms of such option or equity award as of the date 12 months after the date of termination of employment (assuming that Employee had remained an employee of the Company for 12 months after the date of termination of employment) and each such option and equity award shall be exercisable in accordance with the provisions of the agreement and plan pursuant to which such option or award was granted, provided however that the vested shares underlying an 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 the award as set forth in the applicable award agreement). In addition, Employee will receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of Employee’s termination of employment.

Termination Not Following a Change of Control. In the event that Employee’s employment is terminated as a result of an involuntary termination other than for Cause or if Employee resigns for Good Reason at any time prior to or more than 12 months following the effective date of a Change of Control, then Employee will be entitled to receive severance benefits as follows: (i) severance payments during the period from the date of Employee’s termination until the date 6 12 months after the effective date of the termination (the “Benefit Period”) equal to the base salary which Employee was receiving immediately prior to the Change of Control, which payments shall be paid during the Benefit 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 2550% of the bonus paid to Employee for the Company’s fiscal year prior to the Company’s fiscal year in which the termination occurs, (iii) continuation of the health insurance benefits provided to Employee immediately prior to the Change of Control at Company expense pursuant to COBRA or other applicable law through the earlier of the end of the Benefit Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law; and (iv) each stock option and equity award to 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 on such date as to that number of shares that would have vested in accordance with the terms of such option or equity award as of the date 12 months after the date of termination of employment (assuming that Employee had remained an employee of the Company for 12 months after the date of termination of employment) and each such option and equity award shall be exercisable in accordance with the provisions of the agreement and plan pursuant to which such option or award was granted, provided however that the vested shares underlying an 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 the award as set forth in 2 the applicable award agreement). In addition, Employee will receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of Employee’s termination of employment.