Common use of Termination Not in Connection With a Change in Control Clause in Contracts

Termination Not in Connection With a Change in Control. If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns with Good Reason, in either event, not in connection with a Change in Control, Executive shall be entitled to receive: (A) the Accrued Rights; and (B) subject to Executive’s execution and non-revocation of a release of claims in the form provided by the Company and within the time period specified therein and Executive’s continued compliance with the provisions of Section 8 and the PIIA Agreement: (1) payment of an amount equal to 1.0 times the Executive’s annual Base Salary at the time of termination, which shall be payable to Executive in equal installments in accordance with the Company’s normal payroll practices, for 12 months following the date that the release of claims becomes effective and irrevocable (provided, however, that if the period during which the release could become effective and irrevocable spans two calendar years, payments of such installments shall not commence until the first normal payroll date in the second calendar year); (2) a pro rata portion of the Annual Target Bonus for the year in which the termination of service occurs, payable on the date when bonuses are otherwise paid to Company executives and in all events by March 15 of the calendar year following the year in which such termination occurs; (3) that portion of all outstanding equity awards subject to time-based vesting that would have vested based on continued employment for 12 months following the termination shall accelerate and become vested on date that the release of claims becomes effective and irrevocable; and (4) subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and subject to Executive’s copayment of premium amounts at the active employees’ rate, the Company shall pay the remainder of the premiums for Executive’s participation in the Company’s group health plans pursuant to COBRA for a period ending on the earlier of (i) the 12-month anniversary of the date of termination; (ii) Executive becoming eligible for other group health benefits, or (iii) the expiration of Executive’s rights under COBRA; provided, however, that in the event that the benefits provided herein would subject the Company or any of its affiliates to any tax or penalty under the Patient Protection and Affordable Care Act or Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), Executive and the Company agree to work together in good faith to restructure the foregoing benefit. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or Executive’s resignation with Good Reason not in connection with a Change in Control, except as set forth in this Section 7(c)(i), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For purposes of this Agreement, a termination shall be deemed in connection with a Change in Control if such termination occurs either within 90 days before the consummation of a Change in Control or within 12 months after the consummation of a Change in Control.

Termination Not in Connection With a Change in Control. If In the event of a termination of the Executive’s employment is terminated by the Company without Cause (other than by reason of for Cause, death or Disability) or if Executive resigns Disability at any time other than during the Change in Control Period, with Good Reasonrespect to such Executive, in either eventaddition to the Accrued Benefits, not subject to his or her execution of a general release of claims in connection favor of the Company and related persons and entities (the “Release”), which shall include provisions relating to confidentiality, return of property, and non-disparagement and a reaffirmation of the Restrictive Covenants Agreement and the Release becoming irrevocable, in no event more than sixty (60) days after the Date of Termination, and subject to the Executive complying with a Change in Controlthis Agreement and the Release, Executive shall be entitled to receivethe Company shall: (Aa) pay the Accrued RightsExecutive an amount equal to the sum of (i) one (1) times Executive’s Base Salary (ii) 100% of the Executive’s annual target bonus in effect immediately prior to the Date of Termination; (b) accelerate the vesting of any equity awards held by the Executive that were scheduled to vest in the one-month period immediately following the Date of Termination to become fully vested, exercisable or nonforfeitable as of the Date of Termination and to be distributed in accordance with the underlying equity award agreements, provided that if the performance period applicable to any performance-based equity awards is scheduled to expire on or before the one-month anniversary of the Date of Termination, such award will remain outstanding and shall vest to the extent the underlying performance goals are achieved (for the avoidance of doubt, any unvested equity that was scheduled to vest beyond the one-month period following the Date of Termination will be forfeited); and (Bc) subject to Executive’s execution and non-revocation of a release of claims if the Executive was participating in the form provided by Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company and within shall pay to the time period specified therein and Executive’s continued compliance with the provisions of Section 8 and the PIIA Agreement: (1) Executive a monthly cash payment of in an amount equal to 1.0 times the Executive’s annual Base Salary at monthly employer contribution that the time Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company, based on the premiums as of terminationthe Date of Termination, until the earlier of (i) twelve (12) months after the Date of Termination and (ii) the date on which the Executive obtains other employment. The amounts payable under Section 4(a) shall be payable to Executive paid out in substantially equal installments in accordance with the Company’s normal payroll practicespractice over twelve (12) months after the Date of Termination, for 12 months following with the date that first payment commencing within sixty (60) days after the release Date of claims becomes effective and irrevocable (Termination; provided, however, that if the 60-day period during which begins in one calendar year and ends in a second calendar year, the release could become effective and irrevocable spans two calendar years, payments of such installments amounts shall not commence until the first normal payroll date be paid in the second calendar year); (2) year no later than the last day of such 60-day period; provided further, that the initial payment shall include a pro rata portion of catch-up payment to cover amounts retroactive to the Annual Target Bonus for the year in which the termination of service occurs, payable on the date when bonuses are otherwise paid to Company executives and in all events by March 15 of the calendar year day immediately following the year in which such termination occurs; (3) that portion Date of all outstanding equity awards subject to time-based vesting that would have vested based on continued employment for 12 months following the termination shall accelerate and become vested on date that the release of claims becomes effective and irrevocable; and (4) subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and subject to Executive’s copayment of premium amounts at the active employees’ rate, the Company shall pay the remainder of the premiums for Executive’s participation in the Company’s group health plans pursuant to COBRA for a period ending on the earlier of (i) the 12-month anniversary of the date of termination; (ii) Executive becoming eligible for other group health benefits, or (iii) the expiration of Executive’s rights under COBRA; provided, however, that in the event that the benefits provided herein would subject the Company or any of its affiliates to any tax or penalty under the Patient Protection and Affordable Care Act or Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), Executive and the Company agree to work together in good faith to restructure the foregoing benefit. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or Executive’s resignation with Good Reason not in connection with a Change in Control, except as set forth in this Section 7(c)(i), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For purposes of this Agreement, a termination shall be deemed in connection with a Change in Control if such termination occurs either within 90 days before the consummation of a Change in Control or within 12 months after the consummation of a Change in ControlTermination.

Termination Not in Connection With a Change in Control. If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns with for Good Reason, in either event, not in connection with a Change in Control, Executive shall be entitled to receive: (A) the Accrued Rights; and (B) subject to Executive’s execution and non-revocation of a release of claims in the form provided by the Company and within the time period specified therein and Executive’s continued compliance with the provisions of Section Sections 8 and 10 and the PIIA Agreement: (1) payment of an amount equal to 1.0 times 9 months of the Executive’s annual Base Salary at the time of terminationrate in effect during the year in which the termination occurs, which shall be payable to Executive in equal installments in accordance with the Company’s normal payroll practices, for 12 9 months following the date that the release of claims becomes effective and irrevocable (provided, however, that if the period during which the release could become effective and irrevocable spans two calendar years, payments of such installments shall not commence until the first normal payroll date in the second calendar year); (2) a pro rata portion accelerated vesting of the Annual Target Bonus for the year in which the termination of service occurs, payable on the date when bonuses are otherwise paid to Company executives and in all events by March 15 of the calendar year following the year in which such termination occurs; (3) that portion of all outstanding equity awards subject to time-based vesting that would have vested based on continued employment for 12 months following the termination shall accelerate and become vested on date that exercisable during the release 9-month period following Executive’s termination of claims becomes effective and irrevocableemployment had he remained employed during such period, with any applicable options remaining exercisable thereafter for a period of 12 months; and (43) subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and subject to Executive’s copayment of premium amounts at the active employees’ rate, the Company shall pay the remainder of the premiums for Executive’s participation in the Company’s group health plans pursuant to COBRA for a period ending on the earlier of (i) the 129-month anniversary of the date of termination; (ii) Executive becoming eligible for other group health benefits, or (iii) the expiration of Executive’s rights under COBRA; provided, however, that in the event that the benefits provided herein would subject the Company or any of its affiliates to any tax or penalty under the Patient Protection and Affordable Care Act or Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), Executive and the Company agree to work together in good faith to restructure the foregoing benefit. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or Executive’s resignation with Good Reason not in connection with a Change in Control, except as set forth in this Section 7(c)(i), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For purposes of this Agreement, a termination shall be deemed in connection with a Change in Control if such termination occurs either within 90 days before the consummation of a Change in Control or within 12 months after the consummation of a Change in Control.

Termination Not in Connection With a Change in Control. If the Company terminates Executive’s employment is terminated by with the Company without Cause on or prior to June 18, 2011, and such termination occurs more than three (other 3) months prior to, or more than by reason of death or Disabilityeighteen (18) or if Executive resigns with Good Reasonmonths following, in either event, not in connection with a Change in Control, then, subject to Section 9, (i) Executive shall be entitled to receive a lump sum cash payment equal to twelve (12) months’ Base Salary, payable within thirty (30) days following termination or such later date required by Section 9, and (ii) an amount of the unvested portion of all equity awards, including without limitation stock option grants, restricted stock and restricted stock units, held by Executive at the time of termination equal to the amount that would have become vested during the period ending twelve (12) months following such termination had Executive been continuously employed by the Company during such period shall become fully vested or released from the Company’s repurchase or forfeiture right and exercisable as of the termination date. If the Company terminates Executive’s employment with the Company without Cause after June 18, 2011 but on or before June 18, 2012, and such termination occurs more than three (3) months prior to, or more than eighteen (18) months following, a Change in Control, then, subject to Section 9, (x) Executive shall be entitled to receive a lump sum cash payment equal to six (6) months’ Base Salary, payable within thirty (30) days following termination or such later date required by Section 9, and (y) an amount of the unvested portion of all equity awards, including without limitation stock option grants, restricted stock and restricted stock units, held by Executive at the time of termination equal to the amount that would have become vested during the period ending six (6) months following such termination had Executive been continuously employed by the Company during such period shall become fully vested or released from the Company’s repurchase or forfeiture right and exercisable as of the termination date. If the Company terminates Executive’s employment with the Company without Cause after June 18, 2012, and such termination occurs more than three (3) months prior to, or more than eighteen (18) months following, a Change in Control, then, subject to Section 9, Executive shall be entitled to receive: (A) the Accrued Rights; and (B) subject to Executive’s execution and non-revocation of receive a release of claims in the form provided by the Company and within the time period specified therein and Executive’s continued compliance with the provisions of Section 8 and the PIIA Agreement: (1) lump sum cash payment of an amount equal to 1.0 times the Executive’s annual six (6) months’ Base Salary at the time of termination, which shall be payable to Executive in equal installments in accordance with the Company’s normal payroll practices, for 12 months following the date that the release of claims becomes effective and irrevocable (provided, however, that if the period during which the release could become effective and irrevocable spans two calendar years, payments of such installments shall not commence until the first normal payroll date in the second calendar year); (2) a pro rata portion of the Annual Target Bonus for the year in which the termination of service occursSalary, payable on the within thirty (30) days following termination or such later date when bonuses are otherwise paid required by Section 9. Following any termination for which Executive is entitled to Company executives and in all events by March 15 of the calendar year following the year in which such termination occurs; (3) that portion of all outstanding equity awards subject to time-based vesting that would have vested based on continued employment for 12 months following the termination shall accelerate and become vested on date that the release of claims becomes effective and irrevocable; and (4) subject to Executive’s timely election of severance under this paragraph, if Executive elects continuation coverage under pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), ) for Executive and subject to Executive’s copayment of premium amounts at the active employees’ rateeligible dependents, the Company shall pay reimburse Executive for the remainder of the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to Executive’s participation in the Company’s group health plans pursuant to COBRA for a period ending on termination) until the earlier of (iA) the 12-month anniversary of six (6) months following the date of termination; (ii) Executive becoming eligible for other group health benefits, or (iiiB) the expiration of date upon which Executive and/or Executive’s rights eligible dependents become covered under COBRAsimilar plans, with such reimbursements made by the Company to Executive consistent with the Company’s normal expense reimbursement policy; provided, however, that in the event that the benefits provided herein would subject if the Company determines that reimbursed COBRA premiums would be deemed to be discriminatory or any to otherwise violate the then-applicable provisions of its affiliates to any tax or penalty under the Patient Protection and Affordable Care Act or Section 105(h) and the Health Care and Education Reconciliation Act of 2010, and the Internal Revenue Code of 1986guidance and regulations issued thereunder, as amended (the “Code”), then Executive and the Company agree to work together negotiate in good faith to restructure establish an alternative that replaces the foregoing benefit to Executive in a manner consistent with then applicable law, and does not increase the Company’s costs or liability with respect to the benefit. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or Executive’s resignation with Good Reason not in connection with a Change in Control, except as set forth in this Section 7(c)(i), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For purposes of this Agreement, a termination shall be deemed in connection with a Change in Control if such termination occurs either within 90 days before the consummation of a Change in Control or within 12 months after the consummation of a Change in Control.

Termination Not in Connection With a Change in Control. If In the event a Qualified Termination Event occurs at any time other than during the Change in Control Period, with respect to such Executive’s employment is terminated by , in addition to the Accrued Benefits, subject to his or her execution of a general release of claims in favor of the Company without Cause and related persons and entities (other than by reason the “Release”), which shall include provisions relating to confidentiality, return of death or Disability) or if Executive resigns with Good Reasonproperty, and non-disparagement and a reaffirmation of the Restrictive Covenants Agreement and the Release becoming irrevocable, in either eventno event more than sixty (60) days after the Date of Termination, not in connection and subject to the Executive complying with a Change in Controlthis Agreement and the Release, Executive shall be entitled to receivethe Company shall: (Aa) pay the Executive an amount equal to nine (9) months’ Base Salary; (b) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment in an amount equal to the monthly employer cost of such continued coverage for the Executive and Executive’s dependents, until the earlier of (i) nine (9) months after the Date of Termination or (ii) the Accrued Rightsdate on which the Executive obtains other employment; and (Bc) cause the outstanding and unvested equity awards with time-based vesting held by the Executive and which were granted to the Executive on or after the Effective Date to become vested, exercisable or nonforfeitable as of the Date of Termination with respect to the portions of such awards that would have become vested, exercisable or nonforfeitable, respectively, on or before the date that occurs nine (9) months following the Date of Termination had the Executive remained employed by the Company through such date, with such portions to be distributed in accordance with the underlying equity award agreements; provided, that the performance conditions applicable to any outstanding and unvested equity awards subject to Executive’s performance conditions will be deemed satisfied at the actual level or such other level specified in the terms of the applicable award agreement; provided, further, that any awards that are unvested as of the Date of Termination but would vest upon the execution and non- revocation of the Remain, shall remain outstanding and shall not be exercisable or distributable until the execution and non-revocation of a release of claims in the form provided by the Company Release. The amounts payable under Section 3(a) and within the time period specified therein and Executive’s continued compliance with the provisions of Section 8 and the PIIA Agreement: (1) payment of an amount equal to 1.0 times the Executive’s annual Base Salary at the time of terminationb), which as applicable, shall be payable to Executive paid out in substantially equal installments in accordance with the Company’s normal payroll practicespractice over nine (9) months after the Date of Termination, for 12 months following with the date that first payment commencing within sixty (60) days after the release Date of claims becomes effective and irrevocable (Termination; provided, however, that if the 60-day period during which begins in one calendar year and ends in a second calendar year, the release could become effective and irrevocable spans two calendar years, payments of such installments amounts shall not commence until the first normal payroll date be paid in the second calendar year); (2) year no later than the last day of such 60-day period; provided further, that the initial payment shall include a pro rata portion of catch-up payment to cover amounts retroactive to the Annual Target Bonus for the year in which the termination of service occurs, payable on the date when bonuses are otherwise paid to Company executives and in all events by March 15 of the calendar year day immediately following the year in which such termination occurs; (3) that portion Date of all outstanding equity awards subject to time-based vesting that would have vested based on continued employment for 12 months following the termination shall accelerate and become vested on date that the release of claims becomes effective and irrevocable; and (4) subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and subject to Executive’s copayment of premium amounts at the active employees’ rate, the Company shall pay the remainder of the premiums for Executive’s participation in the Company’s group health plans pursuant to COBRA for a period ending on the earlier of (i) the 12-month anniversary of the date of termination; (ii) Executive becoming eligible for other group health benefits, or (iii) the expiration of Executive’s rights under COBRA; provided, however, that in the event that the benefits provided herein would subject the Company or any of its affiliates to any tax or penalty under the Patient Protection and Affordable Care Act or Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), Executive and the Company agree to work together in good faith to restructure the foregoing benefit. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or Executive’s resignation with Good Reason not in connection with a Change in Control, except as set forth in this Section 7(c)(i), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For purposes of this Agreement, a termination shall be deemed in connection with a Change in Control if such termination occurs either within 90 days before the consummation of a Change in Control or within 12 months after the consummation of a Change in ControlTermination.

Termination Not in Connection With a Change in Control. (i) If the Company terminates Executive’s employment is terminated by with the Company without Cause on or prior to June 21, 2013, and such termination occurs more than three (other 3) months prior to, or more than by reason of death or Disabilityeighteen (18) or if Executive resigns with Good Reasonmonths following, in either event, not in connection with a Change in Control, then, subject to Section 9, (i) Executive shall be entitled to receive: receive a lump sum cash payment equal to twelve (A12) the Accrued Rights; and months’ Base Salary, payable within thirty (B30) subject to Executive’s execution days following termination or such later date required by Section 9, and non-revocation of a release of claims in the form provided by the Company and within the time period specified therein and Executive’s continued compliance with the provisions of Section 8 and the PIIA Agreement: (1ii) payment of an amount equal to 1.0 times of the Executive’s annual Base Salary unvested portion of all equity awards, including without limitation stock option grants, restricted stock and restricted stock units, held by Executive at the time of termination, which termination equal to the amount that would have become vested during the period ending twelve (12) months following such termination had Executive been continuously employed by the Company during such period shall be payable to Executive in equal installments in accordance with become fully vested or released from the Company’s normal payroll practices, for 12 months following repurchase or forfeiture right and exercisable as of the date that the release of claims becomes effective and irrevocable (provided, however, that if the period during which the release could become effective and irrevocable spans two calendar years, payments of such installments shall not commence until the first normal payroll date in the second calendar year);termination date. (2ii) a pro rata portion of If the Annual Target Bonus for Company terminates Executive’s employment with the year in which the termination of service occursCompany without Cause after June 21, payable on the date when bonuses are otherwise paid to Company executives 2013, and in all events by March 15 of the calendar year following the year in which such termination occurs; occurs more than three (3) that months prior to, or more than eighteen (18) months following, a Change in Control, then, subject to Section 9, (x) Executive shall be entitled to receive a lump sum cash payment equal to six (6) months’ Base Salary, payable within thirty (30) days following termination or such later date required by Section 9, and (y) an amount of the unvested portion of all outstanding equity awards subject awards, including without limitation stock option grants, restricted stock and restricted stock units, held by Executive at the time of termination equal to time-based vesting the amount that would have become vested based on continued employment for 12 during the period ending six (6) months following such termination had Executive been continuously employed by the Company during such period shall become fully vested or released from the Company’s repurchase or forfeiture right and exercisable as of the termination shall accelerate and become vested on date that the release of claims becomes effective and irrevocable; anddate. (4iii) subject In the event of termination in which Executive is entitled to Executive’s timely election of severance under this paragraph, if Executive elects continuation coverage under pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), ) for Executive and subject to Executive’s copayment of premium amounts at the active employees’ rateeligible dependents, the Company shall pay reimburse Executive for the remainder of the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to Executive’s participation in the Company’s group health plans pursuant to COBRA for a period ending on termination) until the earlier of (iA) the 12-month anniversary of six (6) months following the date of termination; (ii) Executive becoming eligible for other group health benefits, or (iiiB) the expiration of date upon which Executive and/or Executive’s rights eligible dependents become covered under COBRAsimilar plans, with such reimbursements made by the Company to Executive consistent with the Company’s normal expense reimbursement policy; provided, however, that in the event that the benefits provided herein would subject if the Company determines that reimbursed COBRA premiums would be deemed to be discriminatory or any to otherwise violate the then-applicable provisions of its affiliates to any tax or penalty under the Patient Protection and Affordable Care Act or Section 105(h) and the Health Care and Education Reconciliation Act of 2010, and the Internal Revenue Code of 1986guidance and regulations issued thereunder, as amended (the “Code”), then Executive and the Company agree to work together negotiate in good faith to restructure establish an alternative that replaces the foregoing benefit to Executive in a manner consistent with then applicable law, and does not increase the Company’s costs or liability with respect to the benefit. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or Executive’s resignation with Good Reason not in connection with a Change in Control, except as set forth in this Section 7(c)(i), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For purposes of this Agreement, a termination shall be deemed in connection with a Change in Control if such termination occurs either within 90 days before the consummation of a Change in Control or within 12 months after the consummation of a Change in Control.