Common use of Termination On or After a Change in Control Clause in Contracts

Termination On or After a Change in Control. In the event that, after the second anniversary of the Effective Date and within the 3 month period immediately prior to or the 12-month period commencing on a Change in Control, Executive’s employment is terminated by the Company due to an Involuntary Termination Without Cause, Executive’s death or Executive’s Disability or by Executive due to a Voluntary Termination for Good Reason, (a) Executive shall receive payment of Executive’s Accrued Obligations, and (b) subject to Executive’s delivery, execution and nonrevocation (during the applicable revocation period) of a General Release, the Company shall (i) continue to pay Executive’s Salary for the Severance Period on the regular payroll dates of the Company as may be in effect from time to time, and (ii) pay to Executive on the date such payment is made to the executives of the Company, the lesser of Executive’s Target Bonus for the year during which such termination of employment occurs and the Target Bonus amount paid to Executive for the year prior to the year during which Executive’s employment terminates, and (iii) the vesting of each option to purchase the ordinary shares of Parent held by Executive immediately prior to such termination shall immediately become vested and exercisable with respect to that number of shares which such options would have become vested and exercisable over the succeeding 12-month period based solely on the passage of time and Executive’s performance of services. Except as provided in this Section 4.3 or as otherwise required by applicable law, Executive shall have no right under this Agreement or otherwise to receive any other compensation or to participate in any other plan, program or arrangement, including, without limitation, any employee benefit plans, after an Involuntary Termination Without Cause or Voluntary Termination for Good Reason within the 12-month period commencing on a Change in Control with respect to the year of such termination and later years.

Termination On or After a Change in Control. In the event that, that after the second anniversary of the Effective Date and within the 3 month period immediately prior to or the 12-month period commencing on a Change in Control, Executive’s employment is terminated by the Company due to an Involuntary Termination Without Cause, Executive’s death or Executive’s Disability or by Executive due to a Voluntary Termination for Good Reason, (a) Executive shall receive payment of Executive’s Accrued Obligations, and (b) subject to Executive’s delivery, execution and nonrevocation (during the applicable revocation period) of a General ReleaseRelease within sixty (60) days of such termination, the Company shall (i) continue to pay Executive’s Salary for during the Severance Period on the regular payroll dates of the Company as may be in effect from time to time, time and (ii) pay to Executive on the date such payment is made to the executives of the Company, the lesser of Executive’s Target Bonus for the year during which such termination of employment occurs and the Target Bonus amount paid to Executive for the year prior to the year during which Executive’s employment terminates, ; and (iii) the vesting of each option to purchase the ordinary shares of Parent held by Executive immediately prior to such termination shall immediately become vested and exercisable with respect to that number of shares which such options would have become vested and exercisable over the succeeding 12-month period based solely on the passage of time and Executive’s performance of services. Except as provided in this Section 4.3 or as otherwise required by applicable law, Executive shall have no right under this Agreement or otherwise to receive any other compensation or to participate in any other plan, program or arrangement, including, without limitation, any employee benefit plans, after an Involuntary Termination Without Cause or Voluntary Termination for Good Reason within the 12-month period commencing on a Change in Control with respect to the year of such termination and later years.

Termination On or After a Change in Control. In the event that, after the second anniversary of the Effective Date and within the 3 month period immediately prior to or the 12-month period commencing on a Change in Control, Executive’s employment is terminated by the Company due to an Involuntary Termination Without Cause, Executive’s death or Executive’s Disability or by Executive due to a Voluntary Termination for Good Reason, (a) Executive shall receive payment of Executive’s Accrued Obligations, and (b) subject to Executive’s delivery, execution and nonrevocation (during the applicable revocation period) of a General ReleaseRelease within sixty (60) days of such termination, the Company shall (i) continue to pay Executive’s Salary for during the Severance Period on the regular payroll dates of the Company as may be in effect from time to time, time and (ii) pay to Executive on the date such payment is made to the executives of the Company, the lesser of Executive’s Target Bonus for the year during which such termination of employment occurs and the Target Bonus amount paid to Executive for the year prior to the year during which Executive’s employment terminates, ; and (iii) the vesting of each option to purchase the ordinary shares of Parent held by Executive immediately prior to such termination shall immediately become vested and exercisable with respect to that number of shares which such options would have become vested and exercisable over the succeeding 12-month period based solely on the passage of time and Executive’s performance of services. Except as provided in this Section 4.3 or as otherwise required by applicable law, Executive shall have no right under this Agreement or otherwise to receive any other compensation or to participate in any other plan, program or arrangement, including, without limitation, any employee benefit plans, after an Involuntary Termination Without Cause or Voluntary Termination for Good Reason within the 12-month period commencing on a Change in Control with respect to the year of such termination and later years.