Common use of Termination of Employment without Cause or for Good Reason following a Change-in-Control Clause in Contracts

Termination of Employment without Cause or for Good Reason following a Change-in-Control. If the Company terminates Executive’s employment without Cause upon 30 days’ prior written notice or Executive terminates his employment for Good Reason by providing 30 days’ prior written notice to the Company, in each case within 12 months following a Change-in-Control (as defined in the Company’s Equity Plan), the Company will provide to Executive: (i) payment of the Accrued Payments; (ii) a lump sum separation allowance equal to two (2) times the sum of (x) Executive’s then Base Salary and (y) Executive’s then Target Bonus; (iii) any annual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date; (iv) if employment termination occurs prior to the end of any fiscal year, a pro rata annual incentive bonus for such fiscal year in which employment termination occurs (based on actual business days in such fiscal year prior to such employment termination, divided by the total annual business days) determined and paid based on actual performance achieved for such fiscal year against the performance goals for that fiscal year; (v) Benefit Continuation until the earlier of 24 months after termination of employment or such time as Executive is eligible to be covered by comparable benefit(s) of a subsequent employer. The Executive agrees to notify the Company promptly if and when he begins employment with another employer and if and when he becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer; (vi) all of Executive’s then-outstanding equity awards in any Equity Plan will vest in full.