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

Termination Subsequent to a Change in Control. Notwithstanding anything to the contrary herein, in the event that the Company, at any time within two (2) years after a Change in Control, terminates the Executive without Cause or the Executive resigns with Good Reason, the Executive shall be entitled to the payments and benefits set forth in Sections 4(b) or 4(d), as the case may be, except that, in lieu of the payment pursuant to Section 4(b)(iv) and 4(d)(iv), the Company shall pay to the Executive a lump sum payment within thirty (30) days of the Termination Date or Resignation Date, as applicable. The lump sum payment shall be equal to the Executive’s Annual Salary at the time of the Termination Date or Resignation Date, as the case may be, less all applicable taxes, payroll deductions and withholdings required by law. In addition, any unvested RSUs shall immediately be fully vested. Notwithstanding the preceding sentence, if the independent accountants acting as auditors for the Company on the date of the Change in Control determine that such single payment, together with other compensation received by the Executive, would constitute “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and regulations thereunder, the single payment to the Executive shall be reduced to the maximum amount which may be paid without such payments in the aggregate constituting “excess parachute payments,” provided that such amount shall not be reduced below the payment as set forth in Section 4(b)(iv) or 4(d)(iv) as referenced above.

Termination Subsequent to a Change in Control. Notwithstanding anything to the contrary herein, in the event that the Company, at any time within two one (21) years year after a Change in Control, terminates the Executive without Good Cause or the Executive resigns with Good Reason, the Executive shall be entitled to the payments and benefits set forth in Sections 4(b4(b)(iv)(A) or 4(d), as the case may beabove, except that, in lieu of the payment pursuant to Section 4(b)(iv) and 4(d)(iv4(b)(iv)(A), the Company shall pay to the Executive a lump sum payment within thirty (30) days of the Termination Date or Resignation Date, as applicabletermination date. The lump sum payment shall be equal to the Executive’s Annual Salary at sum of (x) the time average annual base salary and bonus paid to Executive for the two (2) prior full fiscal years preceding the date of termination, and (y) the Company-paid portion of insurance premiums for six (6) months of coverage under the health and welfare programs of the Termination Date or Resignation DateCompany in effect on the date of termination, as the in each case may be, less all applicable taxes, payroll deductions and withholdings required by law. In addition, any unvested RSUs stock options and restricted stock shall immediately be fully vested. Notwithstanding the preceding sentence, if the independent accountants acting as auditors for the Company on the date of the Change in Control determine that such single payment, together with other compensation received by the Executive, would constitute “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and regulations thereunder, the single payment to the Executive shall be reduced to the maximum amount which may be paid without such payments in the aggregate constituting “excess parachute payments,” provided that such amount shall not be reduced below the payment as set forth in Section 4(b)(iv) or 4(d)(iv) as referenced above.”

Termination Subsequent to a Change in Control. Notwithstanding anything above to the contrary hereincontrary, in the event that the Company, at any time within two (2) years after a Change in ControlControl (as defined below), terminates the Executive without Cause or the Executive resigns with Good Reason, the Executive shall be entitled to the payments and benefits set forth in Sections 4(b) or and 4(d), as the case may be, except that, in lieu of the payment pursuant to Section 4(b)(iv4(b)(iii) and 4(d)(ivor 4(d)(iii), the Company shall pay to the Executive a lump sum payment within thirty (30) days of the Termination Date or Resignation Date, as applicable. The lump sum payment shall be equal to the Executive’s Annual Salary at the time of the Termination Date or Resignation Date, as the case may be, equal to two (2) times the Severance Payment, less all applicable taxes, payroll deductions and withholdings required by law. In addition, any unvested RSUs options under any then existing Option Agreement shall immediately be fully vestedvested and exercisable by the Executive. Notwithstanding the preceding sentenceforegoing, if the independent accountants acting as auditors for the Company on the date of the Change in Control determine that such single payment, together with other compensation received by the Executive, would constitute “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amendedamended (the “Code”), and regulations thereunder, the single payment to the Executive shall be reduced to the maximum amount which may be paid without such payments in the aggregate constituting “excess parachute payments,” ”, provided that such amount shall not be reduced below the payment as set forth in Section 4(b)(iv4(b)(iii) or 4(d)(iv4(d)(iii) as referenced above. For purposes of this Agreement, “Change in Control” means the occurrence of: (A) any consolidation or merger of the Company pursuant to which the stockholders of the Company immediately before the transaction do not retain immediately after the transaction, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before the transaction, direct or indirect beneficial ownership of more than 50% of the total combined voting power of the outstanding voting securities of the surviving business entity; (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company other than any sale, lease, exchange or other transfer to any company where the Company owns, directly or indirectly, 100% of the outstanding voting securities of such company after any such transfer; or (C) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than 50% of the voting stock of the Company.

Termination Subsequent to a Change in Control. Notwithstanding anything to the contrary herein, in the event that the Company, at any time within two (2) years after a Change in Control, terminates the Executive without Cause or the Executive resigns with Good Reason, the Executive shall be entitled to the payments and benefits set forth in Sections Section 4(b) or 4(d), as the case may be, except that, in lieu of the payment pursuant to Section 4(b)(iv) and 4(d)(iv), the Company shall pay to the Executive a lump sum payment within thirty (30) days of the Termination Date or Resignation Date, as applicable. The lump sum payment shall be equal to fifty (50) percent of the Executive’s Annual Salary at the time of the Termination Date or Resignation Date, as the case may be, less all applicable taxes, payroll deductions and withholdings required by law. In addition, any unvested RSUs options under any then-existing Option Agreement shall immediately be fully vestedvested and exercisable by the Executive. Notwithstanding the preceding sentence, if the independent accountants acting as auditors for the Company on the date of the Change in Control determine that such single payment, together with other compensation received by the Executive, would constitute “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and regulations thereunder, the single payment to the Executive shall be reduced to the maximum amount which may be paid without such payments in the aggregate constituting “excess parachute payments,” provided that such amount shall not be reduced below the payment as set forth in Section 4(b)(iv) or 4(d)(iv) as referenced above.

Termination Subsequent to a Change in Control. Notwithstanding anything to the contrary herein, in the event that the Company, at any time within two (2) years after a Change in Control, terminates the Executive without Cause or the Executive resigns with Good Reason, the Executive shall be entitled to the payments and benefits set forth in Sections 4(b) or 4(d), as the case may be, except that, in lieu of the payment pursuant to Section 4(b)(iv) and 4(d)(iv), the Company shall pay to the Executive a lump sum payment within thirty (30) days of the Termination Date or Resignation Date, as applicable. The lump sum payment shall be equal to the Executive’s Annual Salary at the time of the Termination Date or Resignation Date, as the case may be, less all applicable taxes, payroll deductions and withholdings required by law. In addition, any unvested RSUs RSU’s shall immediately be fully vested. Notwithstanding the preceding sentence, if the independent accountants acting as auditors for the Company on the date of the Change in Control determine that such single payment, together with other compensation received by the Executive, would constitute “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and regulations thereunder, the single payment to the Executive shall be reduced to the maximum amount which may be paid without such payments in the aggregate constituting “excess parachute payments,” provided that such amount shall not be reduced below the payment as set forth in Section 4(b)(iv) or 4(d)(iv) as referenced above.

Termination Subsequent to a Change in Control. Notwithstanding anything to the contrary herein, in the event that the Company, at any time within two (2) years after a Change in Control, terminates the Executive without Cause or the Executive resigns with Good Reason, the Executive shall be entitled to the payments and benefits set forth in Sections 4(b) or 4(d), as the case may be, except that, in lieu of the payment pursuant to Section 4(b)(iv) and 4(d)(iv), the Company shall pay to the Executive a lump sum payment within thirty (30) days of the Termination Date or Resignation Date, as applicable. The lump sum payment shall be equal to the Executive’s Annual Salary at the time of the Termination Date or Resignation Date, as the case may be, less all applicable taxes, payroll deductions and withholdings required by law. In addition, any unvested RSUs options under any then-existing Option Agreement shall immediately be fully vestedvested and exercisable by the Executive. Notwithstanding the preceding sentence, if the independent accountants acting as auditors for the Company on the date of the Change in Control determine that such single payment, together with other compensation received by the Executive, would constitute “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and regulations thereunder, the single payment to the Executive shall be reduced to the maximum amount which may be paid without such payments in the aggregate constituting “excess parachute payments,” provided that such amount shall not be reduced below the payment as set forth in Section 4(b)(iv) or 4(d)(iv) as referenced above.