Common use of Termination Related to a Change of Control Clause in Contracts

Termination Related to a Change of Control. If Executive's employment is terminated without Cause or Executive resigns for Good Reason within ninety (90) days prior to or twelve (12) months after a Change of Control, and Executive signs a release substantially in the form (whichever is applicable) attached hereto as Exhibit A (the "Release"), then the Company shall provide Executive with the following severance benefits: The Company shall make severance payments to Executive in the form of continuation of Executive's base salary in effect on the Termination Date for six (6) months following the Termination Date (the "Severance Period"). These payments will be made on the Company's ordinary payroll dates and will be subject to standard payroll deductions and withholdings. The Company will pay Executive an amount equal to one-half (1/2) of Executive's annual bonus. The bonus will be calculated at one of the following rates, whichever is higher: (1) as if both Executive and the Company achieved one hundred (100) percent of their specified performance objectives; or (2) the actual performance of the Company and Executive as measured against the specified performance objectives. This amount will be paid over the entire Severance Period on the Company's ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings. The Company will pay the premiums necessary to continue Executive 's life and health insurance during the Severance Period. The time period in which Executive is required to repay any promissory note, loan or other indebtedness to the Company shall be extended by sixty (60) months. The Company will accelerate the vesting of the Options such that the greater of the following shall vest within ten (10) days after the date Executive signs the Release: (a) 50% of the unvested shares as of the Termination Date subject to the Options (after taking into account any additional acceleration of vesting Executive may be receiving under any plan document(s) governing the Options instituted prior to or after this Agreement is executed); or (b) all such shares that would have vested if Executive had worked for the Company for twelve (12) additional months beyond the Termination Date. This acceleration of vesting will be in addition to any acceleration of vesting that the Executive would otherwise receive under the Company's 2000 Nonstatutory Equity Incentive Plan, the Company's 1999 Equity Incentive Plan, or any other plan document(s) governing the Options. Executive shall have sixty (60) months to exercise any vested Options in addition to any time specified in the plan document(s) governing the Options. The Options shall continue to be governed by the terms of the applicable stock option agreements and stock option plan documents. With respect to any Prior Grant intended to be an incentive stock option, the acceleration of the vesting of the Prior Grant and the extension of the time that Executive shall have to exercise the Prior Grant as provided in Paragraph 1(b)(iv) of this Agreement are deemed to be a modification of the Prior Grant within the meaning of Section 424(h) of the Internal Revenue Code ("Code"). Such modification shall result in the granting of a new option as of the date of execution of this Agreement, including providing a new grant date for purposes of starting the holding period specified in Section 422(a)(1) of the Code and for purposes of the provision that the option price be not less than the fair market value of the stock at the time such option is granted as specified in Section 422(b)(4) of the Code. If Executive and the Company agree that the Prior Grant shall remain an incentive stock option and if the new option meets the requirements for incentive stock options specified in Section 422(b) of the Code, and the $100,000 per year limitation specified in Section 422(d) of the Code as of the date of execution of this Agreement, then the unexercised portion of the Prior Grant shall be appropriately modified as to the date of grant and the option price; provided, however, that the option price shall be the greater of the original option price of the Prior Grant or the fair market value of the stock on the date of execution of this Agreement. If Executive and the Company do not agree that such Prior Grant shall remain an incentive stock option, then the Prior Grant shall be deemed to be a nonstatutory stock option as of the date of execution of this Agreement, and the Prior Grant shall be appropriately modified to reflect such changed status.

Termination Related to a Change of Control. If Executive's employment is terminated without Cause or Executive resigns for Good Reason within ninety (90) days prior to or twelve (12) months after a Change of Control, and Executive signs a release substantially in the form (whichever is applicable) attached hereto as Exhibit A (the "Release"), then the Company shall provide Executive with the following severance benefits: (i) The Company shall make severance payments to Executive in the form of continuation of Executive's base salary in effect on the Termination Date for six twelve (612) months following the Termination Date (the "Severance Period"). These payments will be made on the Company's ordinary payroll dates and will be subject to standard payroll deductions and withholdings. Notwithstanding the preceding, Executive's severance payments specified above will be reduced by the Company by an amount equal to what Executive is paid or entitled to under any contractual or statutory notice period contained in any employment letter/arrangement or by way of law, such that the total severance payments plus any notice pay shall not exceed twelve (12) months of base salary. (ii) The Company will pay Executive an amount equal to one-half (1/2) of Executive's annual bonusbonus (provided the Executive is under a non-commission, Company bonus plan). The bonus will be calculated at one of the following rates, whichever is higher: (1) as if both Executive and the Company achieved one hundred (100) percent of their specified performance objectives; or (2) the actual performance of the Company and Executive as measured against the specified performance objectives. This amount will be paid over the entire Severance Period on the Company's ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings. (iii) The Company will pay the premiums necessary to continue Executive 's life and health insurance during the Severance Period. The (iv) Provided that Executive is not, or is no longer, an executive officer or director of the Company, then the time period in which Executive is required to repay any promissory note, loan or other indebtedness to the Company shall be extended by sixty (60) months. .. (v) The Company will accelerate the vesting of the Options Stock Awards such that the greater of the following shall vest within ten (10) days after the date Executive signs the Release: (a) 50% of the unvested shares as of the Termination Date subject to the Options Stock Awards (after taking into account any additional acceleration of vesting Executive may be receiving under any plan document(s) governing the Options Stock Awards instituted prior to or after this Agreement is executed, including any additional acceleration of vesting of restricted stock under any restricted stock agreement(s)); or (b) all such shares that would have vested if Executive had worked for the Company for twelve (12) additional months beyond the Termination Date. This acceleration of vesting will be in addition to any acceleration of vesting that the Executive would otherwise receive under the Company's 2000 Nonstatutory Equity Incentive Plan, the Company's 1999 Equity Incentive Plan, or any other plan document(s) governing the Optionsand including any additional acceleration of vesting of restricted stock under any restricted stock agreement(s)). Executive shall have sixty (60) months to exercise any vested Options in addition to any time specified in the plan document(s) governing the Options. The Options Stock Awards shall continue to be governed by the terms of the applicable restricted stock agreement(s), stock option agreements and stock option equity incentive plan documents. (vi) With respect to any Prior Grant intended to be an incentive stock option, the acceleration of the vesting of the Prior Grant and the extension of the time that Executive shall have to exercise the Prior Grant as provided in Paragraph 1(b)(iv1(b)(v) of this Agreement are deemed to be a modification of the Prior Grant within the meaning of Section 424(h) of the Internal Revenue Code ("Code"). Such modification shall result in the granting of a new option as of the date of execution of this Agreement, including providing a new grant date for purposes of starting the holding period specified in Section 422(a)(1) of the Code and for purposes of the provision that the option price be not less than the fair market value of the stock at the time such option is granted as specified in Section 422(b)(4) of the Code. If Executive and the Company agree that the Prior Grant shall remain an incentive stock option and if the new option meets the requirements for incentive stock options specified in Section 422(b) of the Code, and the $100,000 per year limitation specified in Section 422(d) of the Code as of the date of execution of this Agreement, then the unexercised portion of the Prior Grant shall be appropriately modified as to the date of grant and the option price; provided, however, that the option price shall be the greater of the original option price of the Prior Grant or the fair market value of the stock on the date of execution of this Agreement. If Executive and the Company do not agree that such Prior Grant shall remain an incentive stock option, then the Prior Grant shall be deemed to be a nonstatutory stock option as of the date of execution of this Agreement, and the Prior Grant shall be appropriately modified to reflect such changed status.. (c)

Termination Related to a Change of Control. If Executive's employment is terminated without Cause or Executive resigns for Good Reason within ninety (90) days prior to or twelve (12) months after a Change of Control, and Executive signs a release substantially in the form (whichever is applicable) attached hereto as Exhibit A (the "Release"), then the Company shall provide Executive with the following severance benefits: benefits described below in subparagraphs (i) through (vi). The severance benefits described in subparagraphs (i) through (vi) are in lieu of the severance benefits provided for in paragraph 5 of Executive's Offer Letter if Executive is terminated without Cause within ninety (90) days prior to or twelve (12) months after a Change of Control. Executive shall only receive the severance benefits described in paragraph 5 of the Offer Letter if Executive is terminated without cause (as that term is defined in the Offer Letter) unrelated to a Change of Control. The Company shall make severance payments to Executive in the form of continuation of Executive's base salary in effect on the Termination Date for six twelve (612) months following the Termination Date (the "Severance Period"). These payments will be made on the Company's ordinary payroll dates and will be subject to standard payroll deductions and withholdings. The Company will pay Executive an amount equal to one-half (1/2) of Executive's annual bonus. The bonus will be calculated at one of the following rates, whichever is higher: (1) as if both Executive and the Company achieved one hundred (100) percent of their specified performance objectives; or (2) the actual performance of the Company and Executive as measured against the specified performance objectives. This amount will be paid over the entire Severance Period on the Company's ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings. The Company will pay the premiums necessary to continue Executive 's life and health insurance during the Severance Period. The time period in which Executive is required to repay any promissory note, loan or other indebtedness to the Company shall be extended by sixty (60) months. The Company will accelerate the vesting of the Options such that the greater of the following shall vest within ten (10) days after the date Executive signs the Release: (a) 50% of the unvested shares as of the Termination Date subject to the Options (after taking into account any additional acceleration of vesting Executive may be receiving under any plan document(s) governing the Options instituted prior to or after this Agreement is executed); or (b) all such shares that would have vested if Executive had worked for the Company for twelve (12) additional months beyond the Termination Date. This acceleration of vesting will be in addition to any acceleration of vesting that the Executive would otherwise receive under the Company's 2000 Nonstatutory Equity Incentive Plan, the Company's 1999 Equity Incentive Plan, or any other plan document(s) governing the Options. Executive shall have sixty (60) months to exercise any vested Options in addition to any time specified in the plan document(s) governing the Options. The Options shall continue to be governed by the terms of the applicable stock option agreements and stock option plan documents. With respect to any Prior Grant intended to be an incentive stock option, the acceleration of the vesting of the Prior Grant and the extension of the time that Executive shall have to exercise the Prior Grant as provided in Paragraph 1(b)(iv) of this Agreement are deemed to be a modification of the Prior Grant within the meaning of Section 424(h) of the Internal Revenue Code ("Code"). Such modification shall result in the granting of a new option as of the date of execution of this Agreement, including providing a new grant date for purposes of starting the holding period specified in Section 422(a)(1) of the Code and for purposes of the provision that the option price be not less than the fair market value of the stock at the time such option is granted as specified in Section 422(b)(4) of the Code. If Executive and the Company agree that the Prior Grant shall remain an incentive stock option and if the new option meets the requirements for incentive stock options specified in Section 422(b) of the Code, and the $100,000 per year limitation specified in Section 422(d) of the Code as of the date of execution of this Agreement, then the unexercised portion of the Prior Grant shall be appropriately modified as to the date of grant and the option price; provided, however, that the option price shall be the greater of the original option price of the Prior Grant or the fair market value of the stock on the date of execution of this Agreement. If Executive and the Company do not agree that such Prior Grant shall remain an incentive stock option, then the Prior Grant shall be deemed to be a nonstatutory stock option as of the date of execution of this Agreement, and the Prior Grant shall be appropriately modified to reflect such changed status.