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

Termination Related to Change in Control. If at any time during the period beginning 90 days prior to a Change in Control and ending one (1) year after a Change in Control, the Executive’s employment is terminated by the Company without Cause or by the Executive with Good Reason and Executive complies with Section 7(h) hereof, Executive shall be entitled to: (i) The Accrued Rights; (ii) An amount equal to the greater of (x) the sum of the Executive’s Base Salary for the years remaining in his Term of Employment, or (y) two times the sum of (A) one year of Executive’s then current Base Salary and (B) one year of Executive’s Target Annual Bonus; (iii) Any unpaid amounts remaining under the Transaction Cash Bonus; (iv) Fully accelerated vesting and immediate lapse of restrictions on the unvested portion of any equity awards previously granted; (v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, the Company shall cover the premium cost of such coverage on a monthly basis for the lesser of eighteen months following the Date of Termination or until the Executive no longer qualifies for COBRA continuance coverage. The Company’s obligation to cover the premium cost will terminate if the Executive becomes eligible to obtain benefits under a subsequent employer’s benefit plan; and (vi) At the Company’s expense, continuation of the benefits in Section 5(b) until the later or (A) one year from the Date of Termination or (B) the end of the Term of Employment. The payments and benefits described in clauses (ii), (iv), (v) and (vi) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, if Executive breaches any provision of the Restrictive Covenants contained in Appendix B attached hereto. Following such termination and except as set forth in this Section 7(f) and Section 14, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Related to Change in Control. If at any time In the event of the termination of Executive’s employment during the period beginning 90 days prior to a Change Term of Employment by the Company other than for Cause or Executive’s resignation of his employment for Good Reason (other than for Disability, as described in Control and ending one (1Section 5(a)) year after within 24 months following a Change in Control, the Executive’s Term of Employment will terminate automatically without further obligations to Executive, his legal representative or his estate, as the case may be, under this Agreement except for any payments payable to Executive pursuant to Section 5(f) below and if the requirements of Section 5(i) are met and subject to Executive’s continued compliance with Section 7: (i) The Company will immediately pay to Executive in a lump sum, but in all events within 60 days following the date of termination, a cash payment equal to the Severance Amount; (ii) Whether or not such termination of employment is terminated by the Company without Cause or by the Executive with for Good Reason and Executive complies with Section 7(h) hereof, Executive shall be entitled to: (i) The Accrued Rights; (ii) An amount equal to occurs during the greater of (x) the sum of the Executive’s Base Salary for the years remaining in his Term of Employment, or (y) two times the sum of (A) one year all of Executive’s then current Base Salary outstanding restricted stock, RSUs and stock options previously granted will immediately vest in full, any dividend equivalents associated with any such equity award will continue to be payable according to the terms of the applicable grant agreement, any such RSUs will be settled within 60 days after the date of such termination of employment, and any such options will remain exercisable until the earlier of (Ba) one year 90 days following the date of such termination or (b) the date on which each such option would have expired had Executive’s Target Annual Bonusemployment not terminated; (iii) Any unpaid amounts remaining The Company will reimburse Executive for 100% of the COBRA premiums incurred by Executive for Executive and his eligible dependents under the Transaction Cash BonusCompany’s health care plan during the 18 month period following Executive’s termination of employment. Such reimbursement will be provided on the payroll date immediately following the date on which Executive remits the applicable premium payment and will commence within 60 days after the termination date; provided that, the first payment will include any reimbursements that would have otherwise been payable during the period beginning on Executive’s termination date and ending on the date of the first reimbursement payment. Reimbursement payments will be treated as taxable compensation to Executive; (iv) Fully accelerated vesting and immediate lapse of restrictions on the unvested Executive will be paid a pro-rata portion of any equity awards previously granted;the Guaranteed Annual Bonus and the Discretionary Annual Bonus payable for the year of termination when the Company pays bonuses to its employees generally, but no later than March 15 of the immediately following year; and (v) Subject to Executive’s election Whether or not such termination of COBRA continuation coverage under the Company’s group health plan, employment by the Company shall cover the premium cost of such coverage on a monthly basis without Cause or by Executive for the lesser of eighteen months following the Date of Termination or until the Executive no longer qualifies for COBRA continuance coverage. The Company’s obligation to cover the premium cost will terminate if the Executive becomes eligible to obtain benefits under a subsequent employer’s benefit plan; and (vi) At the Company’s expense, continuation of the benefits in Section 5(b) until the later or (A) one year from the Date of Termination or (B) the end of Good Reason occurs during the Term of Employment. The payments and benefits described in clauses (ii), (iv), (v) and (vi) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, if Executive breaches any provision of the Restrictive Covenants contained in Appendix B attached hereto. Following such termination and except as set forth in this Section 7(f) and Section 14, Executive shall have no further rights to will receive any compensation or any other benefits unpaid annual bonus earned under this AgreementSection 3(b) for the calendar year immediately preceding Executive’s date of termination.

Termination Related to Change in Control. If at any time during In the period beginning 90 days prior to a Change event of the termination of the Executive’s employment by the Company other than for Cause or the Executive’s resignation of his employment for Good Reason (other than for Disability, as described in Control and ending one (1Section 5(a)) year after within twelve months following a Change in Control, the Executive’s employment is terminated by Term of Employment shall terminate and if the Company without Cause or by the Executive with Good Reason and Executive complies with requirements of Section 7(h5(k) hereof, Executive shall be entitled toare met: (i) The Accrued Rights; (ii) An MFA shall immediately pay to Executive in a lump sum, but in all events within 60 days following the date of termination, an amount equal to the greater of (x) the sum of the Executive’s Base Salary for the years remaining in his Term of Employment, or (y) two times the sum of (Aa) one year of the Executive’s then current Base Salary and (Bb) one year of the Executive’s Target Annual Average Bonus; and (ii) All of the Executive’s outstanding restricted stock, phantom shares, RSUs and stock options shall immediately vest in full, any dividend equivalents associated with any such equity award shall continue to be payable according to the terms of the applicable grant agreement, and any such options shall remain exercisable until the earlier of (a) 90 days following the date of such termination or (b) the date on which each such option would have expired had the Executive’s employment not terminated; (iii) Any unpaid amounts remaining The Company shall reimburse the Executive for 100% of the COBRA premiums incurred by the Executive for the Executive and his eligible dependents under the Transaction Cash Bonus;Company’s health care plan during the 18 month period following the Executive’s termination of employment. Such reimbursement shall be provided on the payroll date immediately following the date on which the Executive remits the applicable premium payment and shall commence within 60 days after the termination date; provided that, the first payment shall include any reimbursements that would have otherwise been payable during the period beginning on the Executive’s termination date and ending on the date of the first reimbursement payment. Reimbursement payments shall be treated as taxable compensation to the Executive; and (iv) Fully accelerated vesting and immediate lapse of restrictions on The Executive shall receive any unpaid Annual Bonus for the unvested portion of any equity awards previously granted; (v) Subject to Performance Period immediately preceding the Executive’s election date of COBRA continuation coverage under the Company’s group health plan, the Company shall cover the premium cost of such coverage on a monthly basis for the lesser of eighteen months following the Date of Termination or until the Executive no longer qualifies for COBRA continuance coverage. The Company’s obligation to cover the premium cost will terminate termination if the Executive becomes eligible to obtain benefits under a subsequent employerExecutive’s benefit plan; and (vi) At the Company’s expense, continuation termination date occurs on or after December 31 of the benefits calendar year in Section 5(b) until which the later or (A) one year from the Date of Termination or (B) the end of the Term of Employment. The payments and benefits Performance Period ends, as described in clauses (ii), (iv), (v) and (vi) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, if Executive breaches any provision of the Restrictive Covenants contained in Appendix B attached hereto. Following such termination and except as set forth in this Section 7(f) and Section 14, Executive shall have no further rights to any compensation or any other benefits under this Agreement.on Exhibit A.

Termination Related to Change in Control. If at any time during the period beginning 90 days prior to a Change in Control and ending one (1) year after a Change in ControlControl (the “Change in Control Period”), the Executive’s employment is terminated by the Company without Cause or by the Executive with Good Reason and Executive complies with Section 7(h) hereof, Executive shall be entitled to: (i) The Accrued Rights; (ii) An amount equal to the greater of (x) the sum of the Executive’s Base Salary for the years remaining in his Term of Employment, or (y) two times the sum of (A) one year of Executive’s then current Base Salary and (B) one year of Executive’s Target Annual Bonus; (iii) Any unpaid amounts remaining under the Transaction Cash Bonus; (iv) Fully accelerated vesting and immediate lapse of restrictions on the unvested portion of shares associated with any equity awards previously grantedgranted prior to the date hereof, and accelerated vesting and immediate lapse of restrictions on shares underlying subsequent awards consistent with the terms set forth in the applicable plan award agreements; (viv) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, the Company shall cover the premium cost of such coverage on a monthly basis for the lesser of eighteen months following the Date of Termination or until the Executive no longer qualifies for COBRA continuance coverage. The Company’s obligation to cover the premium cost will terminate if the Executive becomes eligible to obtain benefits under a subsequent employer’s benefit planplan unless the plan does not cover a pre-existing condition; and (viv) At the Company’s expense, continuation of the benefits in Section 5(b) until the later or (A) one year from the Date of Termination or (B) the end of the Term of Employment. The payments and benefits described in clauses (ii), (iviii), (viv) and (viv) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, if Executive breaches any provision of the Restrictive Covenants contained in Appendix B attached hereto. Following such termination and except as set forth in this Section 7(f) and Section 14, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Related to Change in Control. If at any time during the period beginning 90 days prior to a Change in Control and ending one (1) year after a Change in ControlControl (the “Change in Control Period”), the Executive’s employment is terminated by the Company without Cause or by the Executive with Good Reason and Executive complies with Section 7(h) hereof, Executive shall be entitled to: (i) The Accrued Rights; (ii) An amount equal to the greater of (x) the sum of the Executive’s Base Salary for the years remaining in his Term of Employment, or (y) two times the sum of (A) one year of Executive’s then current Base Salary and (B) one year of Executive’s Target Annual Bonus; (iii) Any unpaid amounts remaining under the Transaction Cash Bonus; (iv) Fully accelerated vesting and immediate lapse of restrictions on the unvested portion of shares associated with any equity awards previously grantedgranted prior to the date hereof, and accelerated vesting and immediate lapse of restrictions on shares underlying subsequent awards consistent with the terms set forth in the applicable plan award agreements; (viv) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, the Company shall cover the premium cost of such coverage on a monthly basis for the lesser of eighteen months following the Date of Termination or until the Executive no longer qualifies for COBRA continuance coverage. The Company’s obligation to cover the premium cost will terminate if the Executive becomes eligible to obtain benefits under a subsequent employer’s benefit plan; and (viv) At the Company’s expense, continuation of the benefits in Section 5(b) until the later or (A) one year from the Date of Termination or (B) the end of the Term of Employment. The payments and benefits described in clauses (ii), (iviii), (viv) and (viv) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, if Executive breaches any provision of the Restrictive Covenants contained in Appendix B attached hereto. Following such termination and except as set forth in this Section 7(f) and Section 14, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Related to Change in Control. If at any time during the period beginning 90 days prior to a Change in Control and ending one (1) year after a Change in Control, the Executive’s employment is terminated by the Company without Cause or by the Executive with Good Reason and Executive complies with Section 7(h) hereof, Executive shall be entitled to: (i1) The Accrued Rights; (ii2) An amount equal to the greater of (xA) the sum of the Executive’s Base Salary for the years remaining in his Term of Employment, Employment or (yB) two times the sum of (Ax) one year of Executive’s then current Base Salary and (By) one year of Executive’s Target Annual Bonus; (iii3) Any unpaid amounts remaining under the Transaction Cash Bonus; (iv4) Fully accelerated vesting and immediate lapse of restrictions on the unvested portion of any equity awards previously granted; (v5) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, the Company shall cover the premium cost of such coverage on a monthly basis for the lesser of eighteen months following the Date of Termination or until the Executive no longer qualifies for COBRA continuance coverage. The Company’s obligation to cover the premium cost will terminate if the Executive becomes eligible to obtain benefits under a subsequent employer’s benefit plan; and (vi6) At the Company’s expense, continuation of the benefits in Section 5(b) until the later or (A) one year from the Date of Termination or (B) the end of the Term of Employment. The payments and benefits described in clauses (ii2), (iv3), (v5) and (vi6) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, if Executive breaches any provision of the Restrictive Covenants contained in Appendix B attached hereto. Following such termination and except as set forth in this Section 7(f) and Section 14, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Related to Change in Control. If at any time during the period beginning 90 days prior to a Change in Control and ending one (1) year after a Change in ControlControl (the “Change in Control Period”), the Executive’s employment is terminated by the Company without Cause or by the Executive with Good Reason, or by the Executive without Good Reason provided Executive provides the Company with one hundred and eighty (180) days prior written notice of such termination during the Change in Control Period and Executive complies with Section 7(h) hereof, Executive shall be entitled to: (i) The Accrued Rights; (ii) An amount equal to the greater of (x) the sum of the Executive’s Base Salary for the years remaining in his Term of Employment, or (y) two times the sum of (A) one year of Executive’s then current Base Salary and (B) one year of Executive’s Target Annual Bonus; (iii) Any unpaid amounts remaining under the Transaction Cash Bonus; (iv) Fully Full and immediate accelerated vesting and immediate lapse of restrictions on the unvested portion of shares associated with any equity awards previously grantedgranted including but not limited to the Renewal Restricted Shares and Renewal PSUs, and notwithstanding any provision in such equity award agreement to the contrary; (viv) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, the Company shall cover the premium cost of such coverage on a monthly basis for the lesser of eighteen months following the Date of Termination or until the Executive no longer qualifies for COBRA continuance coverage. The Company’s obligation to cover the premium cost will terminate if the Executive becomes eligible to obtain benefits under a subsequent employer’s benefit plan; and (viv) At the Company’s expense, continuation of the benefits in Section 5(b) until the later or (A) one year from the Date of Termination or (B) the end of the Term of Employment. The payments and benefits described in clauses (ii), (iv), (v) and (vi) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, if Executive breaches any provision of the Restrictive Covenants contained in Appendix B attached hereto. Following such termination and except as set forth in this Section 7(f) and Section 14, Executive shall have no further rights to any compensation or any other benefits under this Agreement.