Common use of Termination Other Than for Cause, Termination for Good Reason, or Non Clause in Contracts

Termination Other Than for Cause, Termination for Good Reason, or Non. Renewal of the Term following a Change in Control. If either (i) within eighteen (18) months following a Change in Control, (A) the Company terminates the Executive’s employment for any reason other than for Cause, death or Disability, or (B) the Executive terminates his employment for Good Reason, or (ii) the Executive terminates his employment at the end of the Term and the Company has given notice to the Executive within eighteen (18) months following a Change in Control that the Term will not be extended, then the Company shall, in addition to the payment and benefits provided for in Sections 5(a)(A) through 5(a)(F) and subject to and in accordance with Section 5(e), pay the amounts and provide the benefits described in paragraphs (A) through (D) below: A. A lump sum payment equal to one-half (.5) times the sum of (i) the Executive’s Annual Base Salary and (ii) the greater of the Annual Bonus at the target level and the actual Annual Bonus most recently paid to the Executive (the “CIC Severance Payment”). B. In addition to the continuation coverage provided in Section 5(a)(D) hereof, and subject to the Executive electing COBRA continuation coverage, the Company shall provide the Executive with medical, dental and vision benefits at active- employee rates for an additional six (6) months. C. A lump sum payment equal to one half (½) times the Benefit Payment (the “CIC Benefit Payment”). D. The unvested portion of any equity compensation granted to the Executive shall (whether or not specified in the grant agreements evidencing such equity compensation) become immediately fully vested. If the Executive’s employment is terminated by the Company for any reason other than for Cause, death or Disability at any time prior to the date of a Change in Control and either (i) such termination occurred after the Company entered into a definitive agreement, the consummation of which would constitute a Change in Control or (ii) the Executive was terminated at the request of a third party who has indicated an intention or has taken steps reasonably calculated to effect a Change in Control, such termination shall be deemed to have occurred after a Change in Control, notwithstanding that such event or condition occurred prior to a Change in Control, and the payments and benefits described above in this Section 5(d) shall apply. For purposes of this Section 5(d), with respect to the definition of Good Reason, if any event or condition described in Section 4(c) occurs at any time prior to the date of a Change in Control and either (i) occurred after the Company entered into a definitive agreement, the consummation of which would constitute a Change in Control or (ii) was at the request of a third party who has indicated an intention or has taken steps reasonably calculated to effect a Change in Control, any resulting termination by the Executive for Good Reason shall be deemed to have occurred after a Change in Control, notwithstanding that such event or condition occurred prior to a Change in Control, and the payments and benefits described above in this Section 5(d) shall apply. If the Executive terminates his employment at the end of the Term and the Company has previously given notice to the Executive that the Term will not be extended at any time prior to or following the date of a Change in Control and either (i) such notice or termination occurred after the Company entered into a definitive agreement, the consummation of which would constitute a Change in Control or (ii) the Company gave such notice of termination to the Executive that the Term will not be extended at the request of a third party who has indicated an intention or has taken steps reasonably calculated to effect a Change in Control, such termination shall be deemed to have occurred after a Change in Control, notwithstanding that such event or condition occurred prior to a Change in Control, and the payments and benefits described above in this Section 5(d) shall apply.

Termination Other Than for Cause, Termination for Good Reason, or Non. Renewal of the Term following a Change in Control. If either (i) within eighteen (18) months following a Change in Control, (A) the Company terminates the Executive’s employment for any reason other than for Cause, death or Disability, or (B) the Executive terminates his employment for Good Reason, or (ii) the Executive terminates his employment at the end of the Term and the Company has given notice to the Executive within eighteen (18) months following a Change in Control that the Term will not be extended, then the Company shall, in addition to the payment and benefits provided for in Sections 5(a)(A) through 5(a)(F) and subject to and in accordance with Section 5(e), pay the amounts and provide the benefits described in paragraphs (A) through (D) below: A. A lump sum payment equal to one-half (.5) times the sum of (i) the Executive’s Annual Base Salary and (ii) the greater of the Annual Bonus at the target level and the actual Annual Bonus most recently paid to the Executive (the “CIC Severance Payment”). B. In addition to the continuation coverage provided in Section 5(a)(D) hereof, and subject to the Executive electing COBRA continuation coverage, the Company shall provide the Executive with medical, dental and vision benefits at active- employee rates for an additional six (6) months. C. A lump sum payment equal to one half (½) ..34 times the Benefit Payment (the “CIC Benefit Payment”). D. The unvested portion of any equity compensation granted to the Executive shall (whether or not specified in the grant agreements evidencing such equity compensation) become immediately fully vested. If the Executive’s employment is terminated by the Company for any reason other than for Cause, death or Disability at any time prior to the date of a Change in Control and either (i) such termination occurred after the Company entered into a definitive agreement, the consummation of which would constitute a Change in Control or (ii) the Executive was terminated at the request of a third party who has indicated an intention or has taken steps reasonably calculated to effect a Change in Control, such termination shall be deemed to have occurred after a Change in Control, notwithstanding that such event or condition occurred prior to a Change in Control, and the payments and benefits described above in this Section 5(d) shall apply. For purposes of this Section 5(d), with respect to the definition of Good Reason, if any event or condition described in Section 4(c) occurs at any time prior to the date of a Change in Control and either (i) occurred after the Company entered into a definitive agreement, the consummation of which would constitute a Change in Control or (ii) was at the request of a third party who has indicated an intention or has taken steps reasonably calculated to effect a Change in Control, any resulting termination by the Executive for Good Reason shall be deemed to have occurred after a Change in Control, notwithstanding that such event or condition occurred prior to a Change in Control, and the payments and benefits described above in this Section 5(d) shall apply. If the Executive terminates his employment at the end of the Term and the Company has previously given notice to the Executive that the Term will not be extended at any time prior to or following the date of a Change in Control and either (i) such notice or termination occurred after the Company entered into a definitive agreement, the consummation of which would constitute a Change in Control or (ii) the Company gave such notice of termination to the Executive that the Term will not be extended at the request of a third party who has indicated an intention or has taken steps reasonably calculated to effect a Change in Control, such termination shall be deemed to have occurred after a Change in Control, notwithstanding that such event or condition occurred prior to a Change in Control, and the payments and benefits described above in this Section 5(d) shall apply.

Termination Other Than for Cause, Termination for Good Reason, or Non. Renewal of the Term following a Change in Control. If either (i) within eighteen (18) months following a Change in Control, (A) the Company terminates the Executive’s employment for any reason other than for Cause, death or Disability, or (B) the Executive terminates his employment for Good Reason, or (ii) the Executive terminates his employment at the end of the Term and the Company has given notice to the Executive within eighteen (18) months following a Change in Control that the Term will not be extended, then the Company shall, in addition to the payment and benefits provided for in Sections 5(a)(A) through 5(a)(F) and subject to and in accordance with Section 5(e), pay the amounts and provide the benefits described in paragraphs (A) through (D) below: A. A lump sum payment equal to one-half (.5) times the sum of (i) the Executive’s Annual Base Salary and (ii) the greater of the Annual Bonus at the target level and the actual Annual Bonus most recently paid to the Executive (the “CIC Severance Payment”). B. In addition to the continuation coverage provided in Section 5(a)(D) hereof, and subject to the Executive electing COBRA continuation coverage, the Company shall provide the Executive with medical, dental and vision benefits at active- employee rates for an additional six (6) months. C. A lump sum payment equal to one half (½) times the Benefit Payment (the “CIC Benefit Payment”). D. The unvested portion of any equity compensation granted to the Executive shall (whether or not specified in the grant agreements evidencing such equity compensation) become immediately fully vested. If the Executive’s employment is terminated by the Company for any reason other than for Cause, death or Disability at any time prior to the date of a Change in Control and either (i) such termination occurred after the Company entered into a definitive agreement, the consummation of which would constitute a Change in Control or (ii) the Executive was terminated at the request of a third party who has indicated an intention or has taken steps reasonably calculated to effect a Change in Control, such termination shall be deemed to have occurred after a Change in Control, notwithstanding that such event or condition occurred prior to a Change in Control, and the payments and benefits described above in this Section 5(d) shall apply. For purposes of this Section 5(d), with respect to the definition of Good Reason, if any event or condition described in Section 4(c) occurs at any time prior to the date of a Change in Control and either (i) occurred after the Company entered into a definitive agreement, the consummation of which would constitute a Change in Control or (ii) was at the request of a third party who has indicated an intention or has taken steps reasonably calculated to effect a Change in Control, any resulting termination by the Executive for Good Reason shall be deemed to have occurred after a Change in Control, notwithstanding that such event or condition occurred prior to a Change in Control, and the payments and benefits described above in this Section 5(d) shall apply. If the Executive terminates his employment at the end of the Term and the Company has previously given notice to the Executive that the Term will not be extended at any time prior to or following the date of a Change in Control and either (i) such notice or termination occurred after the Company entered into a definitive agreement, the consummation of which would constitute a Change in Control or (ii) the Company gave such notice of termination to the Executive that the Term will not be extended at the request of a third party who has indicated an intention or has taken steps reasonably calculated to effect a Change in Control, such termination shall be deemed to have occurred after a Change in Control, notwithstanding that such event or condition occurred prior to a Change in Control, and the payments and benefits described above in this Section 5(d) shall apply.

Termination Other Than for Cause, Termination for Good Reason, or Non. Renewal of the Term following a Change in Control. If either (i) within eighteen (18) months following a Change in Control, (A) the Company terminates the Executive’s employment for any reason other than for Cause, death or Disability, or (B) the Executive terminates his employment for Good Reason, or (ii) the Executive terminates his employment at the end of the Term and the Company has given notice to the Executive within eighteen (18) months following a Change in Control that the Term will not be extended, then the Company shall, in addition to the payment and benefits provided for in Sections 5(a)(A) through 5(a)(F) and subject to and in accordance with Section 5(e), pay the amounts and provide the benefits described in paragraphs (A) through (D) below: A. A lump sum payment equal to one-half (.5) times the sum of (i) the Executive’s Annual Base Salary and (ii) the greater of the Annual Bonus at the target level and the actual Annual Bonus most recently paid to the Executive (the “CIC Severance Payment”). B. In addition to the continuation coverage provided in Section 5(a)(D) hereof, and subject to the Executive electing COBRA continuation coverage, the Company shall provide the Executive with medical, dental and vision benefits at active- active-employee rates for an additional six (6) months. C. A lump sum payment equal to one half (½) times the Benefit Payment (the “CIC Benefit Payment”). D. The unvested portion of any equity compensation granted to the Executive shall (whether or not specified in the grant agreements evidencing such equity compensation) become immediately fully vested. If the Executive’s employment is terminated by the Company for any reason other than for Cause, death or Disability at any time prior to the date of a Change in Control and either (i) such termination occurred after the Company entered into a definitive agreement, the consummation of which would constitute a Change in Control or (ii) the Executive was terminated at the request of a third party who has indicated an intention or has taken steps reasonably calculated to effect a Change in Control, such termination shall be deemed to have occurred after a Change in Control, notwithstanding that such event or condition occurred prior to a Change in Control, and the payments and benefits described above in this Section 5(d) shall apply. For purposes of this Section 5(d), with respect to the definition of Good Reason, if any event or condition described in Section 4(c) occurs at any time prior to the date of a Change in Control and either (i) occurred after the Company entered into a definitive agreement, the consummation of which would constitute a Change in Control or (ii) was at the request of a third party who has indicated an intention or has taken steps reasonably calculated to effect a Change in Control, any resulting termination by the Executive for Good Reason shall be deemed to have occurred after a Change in Control, notwithstanding that such event or condition occurred prior to a Change in Control, and the payments and benefits described above in this Section 5(d) shall apply. If the Executive terminates his employment at the end of the Term and the Company has previously given notice to the Executive that the Term will not be extended at any time prior to or following the date of a Change in Control and either (i) such notice or termination occurred after the Company entered into a definitive agreement, the consummation of which would constitute a Change in Control or (ii) the Company gave such notice of termination to the Executive that the Term will not be extended at the request of a third party who has indicated an intention or has taken steps reasonably calculated to effect a Change in Control, such termination shall be deemed to have occurred after a Change in Control, notwithstanding that such event or condition occurred prior to a Change in Control, and the payments and benefits described above in this Section 5(d) shall apply.

Termination Other Than for Cause, Termination for Good Reason, or Non. Renewal of the Term following a Change in Control. If either (i) within eighteen (18) months following a Change in Control, (A) the Company terminates the Executive’s employment for any reason other than for Cause, death or Disability, or (B) the Executive terminates his employment for Good Reason, or (ii) the Executive terminates his employment at the end of the Term and the Company has given notice to the Executive within eighteen (18) months following a Change in Control that the Term will not be extended, then the Company shall, in addition to the payment and benefits provided for in Sections 5(a)(A) through 5(a)(F5(a)(D) and subject to and in accordance with Section 5(e), pay the amounts and provide the benefits described in paragraphs (A) through (DC) below: A. A lump sum payment equal to one-half (.5) times the sum of (i) the Executive’s Annual Base Salary and (ii) the greater of the Annual Bonus at the target level and the actual Annual Bonus most recently paid to the Executive (the “CIC Severance Payment”’’). B. In addition to the continuation coverage provided in Section 5(a)(D) hereof, and subject to the Executive electing COBRA continuation coverage, the Company shall provide the Executive with medical, dental and vision benefits at active- active-employee rates for an additional six (6) months. C. A lump sum payment equal to one half (½) times the Benefit Payment (the “CIC Benefit Payment”). D. The unvested portion of any equity compensation granted to the Executive shall (whether or not specified in the grant agreements evidencing such equity compensation) become immediately fully vested. If the Executive’s employment is terminated by the Company for any reason other than for Cause, death or Disability at any time prior to the date of a Change in Control and either (i) such termination occurred after the Company entered into a definitive agreement, the consummation of which would constitute a Change in Control or (iiii ) the Executive was terminated at the request of a third party who has indicated an intention or has taken steps reasonably calculated to effect a Change in Control, such termination shall be deemed to have occurred after a Change in Control, notwithstanding that such event or condition occurred prior to a Change in Control, and the payments and benefits described above in this Section 5(d) shall apply. For purposes of this Section 5(d), with respect to the definition of Good Reason, if any event or condition described in Section 4(c) occurs at any time prior to the date of a Change in Control and either (i) occurred after the Company entered into a definitive agreement, the consummation of which would constitute a Change in Control or (iiii ) was at the request of a third party who has indicated an intention or has taken steps reasonably calculated to effect a Change in Control, any resulting termination by the Executive for Good Reason shall be deemed to have occurred after a Change in Control, notwithstanding that such event or condition occurred prior to a Change in Control, and the payments and benefits described above in this Section 5(d) shall apply. If the Executive terminates his employment at the end of the Term and the Company has previously given notice to the Executive that the Term will not be extended at any time prior to or following the date of a Change in Control and either (i) such notice or termination occurred after the Company entered into a definitive agreement, the consummation of which would constitute a Change in Control or (ii) the Company gave such notice of termination to the Executive that the Term will not be extended at the request of a third party who has indicated an intention or has taken steps reasonably calculated to effect a Change in Control, such termination shall be deemed to have occurred after a Change in Control, notwithstanding that such event or condition occurred prior to a Change in Control, and the payments and benefits described above in this Section 5(d) shall apply.

Termination Other Than for Cause, Termination for Good Reason, or Non. Renewal of the Term following a Change in Control. If either (i) within eighteen (18) months following a Change in Control, (A) the Company terminates the Executive’s employment for any reason other than for Cause, death or Disability, or (B) the Executive terminates his employment for Good Reason, or (ii) the Executive terminates his employment at the end of the Term and the Company has given notice to the Executive within eighteen (18) months following a Change in Control that the Term will not be extended, then the Company shall, in addition to the payment and benefits provided for in Sections 5(a)(A) through 5(a)(F) and subject to and in accordance with Section 5(e), pay the amounts and provide the benefits described in paragraphs (A) through (D) below: A. A lump sum payment equal to one-half (.5) times the sum of (i) the Executive’s Annual Base Salary and (ii) the greater of the Annual Bonus at the target level and the actual Annual Bonus most recently paid to the Executive (the “CIC Severance Payment”). B. In addition to the continuation coverage provided in Section 5(a)(D) hereof, and subject to the Executive electing COBRA continuation coverage, the Company shall provide the Executive with medical, dental and vision benefits at active- active-employee rates for an additional six (6) months. C. A lump sum payment equal to one half (½1/2) times the Benefit Payment (the “CIC Benefit Payment”). D. The unvested portion of any equity compensation granted to the Executive shall (whether or not specified in the grant agreements evidencing such equity compensation) become immediately fully vested. If the Executive’s employment is terminated by the Company for any reason other than for Cause, death or Disability at any time prior to the date of a Change in Control and either (i) such termination occurred after the Company entered into a definitive agreement, the consummation of which would constitute a Change in Control or (ii) the Executive was terminated at the request of a third party who has indicated an intention or has taken steps reasonably calculated to effect a Change in Control, such termination shall be deemed to have occurred after a Change in Control, notwithstanding that such event or condition occurred prior to a Change in Control, and the payments and benefits described above in this Section 5(d) shall apply. For purposes of this Section 5(d), with respect to the definition of Good Reason, if any event or condition described in Section 4(c) occurs at any time prior to the date of a Change in Control and either (i) occurred after the Company entered into a definitive agreement, the consummation of which would constitute a Change in Control or (ii) was at the request of a third party who has indicated an intention or has taken steps reasonably calculated to effect a Change in Control, any resulting termination by the Executive for Good Reason shall be deemed to have occurred after a Change in Control, notwithstanding that such event or condition occurred prior to a Change in Control, and the payments and benefits described above in this Section 5(d) shall apply. If the Executive terminates his employment at the end of the Term and the Company has previously given notice to the Executive that the Term will not be extended at any time prior to or following the date of a Change in Control and either (i) such notice or termination occurred after the Company entered into a definitive agreement, the consummation of which would constitute a Change in Control or (ii) the Company gave such notice of termination to the Executive that the Term will not be extended at the request of a third party who has indicated an intention or has taken steps reasonably calculated to effect a Change in Control, such termination shall be deemed to have occurred after a Change in Control, notwithstanding that such event or condition occurred prior to a Change in Control, and the payments and benefits described above in this Section 5(d) shall apply.