Common use of Termination Upon Change in Control Clause in Contracts

Termination Upon Change in Control. If the Company terminates Executive’s employment without Cause or Executive terminates employment for Good Reason within the twelve (12) months after a Change in Control, the Executive shall receive (i) the Accrued Benefits described in Section 8.1 above, (ii) a pro-rata bonus with respect to the calendar year in which the Effective Date of Termination occurred to the extent performance goals related to the bonus have been achieved (to be paid at the same time bonuses are normally paid for the year), (iii) a cash payment equal to eighteen (18) months of the Executive’s Annual Salary and annual bonus at target level in effect on the day of termination (the Severance Payment) payable after the Release Effective Date, (iv) health benefits for eighteen (18) months to the extent that payment of such benefits does not cause Company’s health care benefit plans to fail any discrimination testing that may become applicable, (v) all unvested equity awards held by the Executive shall fully vest, (vi) all vested equity awards must be exercised by the Executive by the earlier of (A) the one-year anniversary of the Effective Date of the Termination and (B) the Option Expiration Date, and (vii) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder but shall remain bound by Executive’s obligations in Sections 4, 5 and 6 of this Agreement) provided that in order for the Executive to receive any amounts or items in the foregoing clauses (ii) through (vii), the Executive shall first execute a separation agreement and legal release in accordance with Section 8.8.

Termination Upon Change in Control. If the Company terminates Executive’s employment without Cause or Executive terminates employment for Good Reason within the twelve (12) months after a Change in Control, the Executive shall receive (i) the Accrued Benefits described in Section 8.1 above, (ii) a pro-rata bonus with respect to the calendar year in which the Effective Date of Termination occurred to the extent performance goals related to the bonus have been achieved (to be paid at the same time bonuses are normally paid for the year), (iii) a cash payment equal to eighteen one and one-fourth (181.25) months of times the Executive’s Annual Salary and annual bonus at target level in effect on the day of termination (the Severance Payment) payable after the Release Effective Date, (iv) Company paid COBRA premiums for continuation of elected medical, dental and vision health benefits insurance benefit premiums for eighteen twelve (1812) months to the extent that payment of such benefits does not cause Company’s health care benefit plans to fail any discrimination testing that may become applicable to the extent payment of such benefits does not cause Company’s health care benefit plans to fail any discrimination testing that may become applicable, (v) all unvested equity awards held by the Executive shall fully vest, (vi) all vested equity awards must be exercised by the Executive by the earlier of (A) the one-year anniversary of the Effective Date of the Termination and (B) the Option Expiration Date, and (vii) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder but shall remain bound by Executive’s obligations in Sections 4, 5 and 6 of this Agreement) provided that in order for the Executive to receive any amounts or items in the foregoing clauses (ii) through (vii), the Executive shall first execute a separation agreement and legal release in accordance with Section 8.8.

Termination Upon Change in Control. If the Company terminates Executive’s employment without Cause or Executive terminates employment for Good Reason within the twelve (12) months after a Change in Control, the Executive shall receive (i) the Accrued Benefits described in Section 8.1 above, (ii) a pro-rata bonus with respect to the calendar year in which the Effective Date of Termination occurred to the extent performance goals related to the bonus have been achieved (to be paid at the same time bonuses are normally paid for the year), (iii) a cash payment equal to eighteen one (181) months of times the Executive’s Annual Salary and annual bonus at target level in effect on the day of termination (the Severance Payment) payable after the Release Effective Date, (iv) health benefits for eighteen twelve (1812) months to the extent that payment of such benefits does not cause Company’s health care benefit plans to fail any discrimination testing that may become applicable, (v) all unvested equity awards held by the Executive shall fully vest, (vi) all vested equity awards must be exercised by the Executive by the earlier of (A) the one-year anniversary of the Effective Date of the Termination and (B) the Option Expiration Date, and (vii) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder but shall remain bound by Executive’s obligations in Sections 4, 5 and 6 of this Agreement) provided that in order for the Executive to receive any amounts or items in the foregoing clauses (ii) through (vii), the Executive shall first execute a separation agreement and legal release in accordance with Section 8.8.

Termination Upon Change in Control. If the Company terminates Executive’s employment without Cause or Executive terminates employment for Good Reason within the twelve (12) months after a Change in Control, the Executive shall receive (i) the Accrued Benefits described in Section 8.1 above, (ii) a pro-rata bonus with respect to the calendar year in which the Effective Date of Termination occurred to the extent performance goals related to the bonus have been achieved (to be paid at the same time bonuses are normally paid for the year), (iii) a cash payment equal to eighteen one and three quarter (181.75) months of times the Executive’s Annual Salary and annual bonus at target level in effect on the day of termination (the Severance Payment) payable after the Release Effective Date, (iv) health benefits for eighteen (18) months to the extent that payment of such benefits does not cause Company’s health care benefit plans to fail any discrimination testing that may become applicable, (v) all unvested equity awards held by the Executive shall fully vest, (vi) all vested equity awards must be exercised by the Executive by the earlier of (A) the one-year anniversary of the Effective Date of the Termination and (B) the Option Expiration Date, and (vii) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder but shall remain bound by Executive’s obligations in Sections 4, 5 and 6 of this Agreement) provided that in order for the Executive to receive any amounts or items in the foregoing clauses (ii) through (vii), the Executive shall first execute a separation agreement and legal release in accordance with Section 8.8.

Termination Upon Change in Control. If the Company terminates Executive’s 's employment without Cause or Executive terminates employment for Good Reason within the twelve (12) months after a Change in Control, the Executive shall receive (i) the Accrued Benefits described in Section 8.1 above, (ii) a pro-rata bonus with respect to the calendar year in which the Effective Date of Termination occurred to the extent performance goals related to the bonus have been achieved (to be paid at the same time bonuses are normally paid for the year), (iii) a cash payment equal to eighteen one (181) months of times the Executive’s 's Annual Salary and annual bonus at target level in effect on the day of termination (the Severance Payment) payable after the Release Effective Date, (iv) health benefits for eighteen twelve (1812) months to the extent that payment of such benefits does not cause Company’s 's health care benefit plans to fail any discrimination testing that may become applicable, (v) all unvested equity awards held by the Executive shall fully vest, (vi) all vested equity awards must be exercised by the Executive by the earlier of (A) the one-year anniversary of the Effective Date of the Termination and (B) the Option Expiration Date, and (vii) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder but shall remain bound by Executive’s 's obligations in Sections 4, 5 and 6 of this Agreement) provided that in order for the Executive to receive any amounts or items in the foregoing clauses (ii) through (vii), the Executive shall first execute a separation agreement and legal release in accordance with Section 8.8. For purposes of this Agreement, "Cause" shall mean if Executive (i) violates any term of this Agreement or any Company policy, procedure or guideline; (ii) engages in any of the following forms of misconduct: commission of any felony or of any misdemeanor involving dishonesty or moral turpitude; theft or misuse of Company's property or time; use of alcohol on Company's premises or appearing on such premises while intoxicated, other than in connection with a Company-sponsored social event; illegal use of any controlled substance; illegal gambling on Company's premises; discriminatory or harassing behavior, whether or not illegal under federal, state or local law; willful misconduct; or falsifying any document or making any false or misleading statement relating to Executive's employment by Company; or (iii) fails to cure, within 30 days, any material injury to the economic or ethical welfare of Company caused by Executive's malfeasance, misfeasance, misconduct or inattention to Executive's duties and responsibilities under this agreement, or any material failure to comply with Company's reasonable performance expectations.

Termination Upon Change in Control. If the Company terminates Executive’s employment without Cause or Executive terminates employment for Good Reason within the twelve (12) months after a Change in Control, the Executive shall receive (i) the Accrued Benefits described in Section 8.1 above, (ii) a pro-rata bonus with respect to the calendar year in which the Effective Date of Termination occurred to the extent performance goals related to the bonus have been achieved (to be paid at the same time bonuses are normally paid for the year), (iii) a cash payment equal to eighteen six (186) months of the Executive’s Annual Salary and annual bonus at target level in effect on the day of termination (the Severance Payment) payable after the Release Effective Date, (iv) health benefits for eighteen six (186) months to the extent that payment of such benefits does not cause Company’s health care benefit plans to fail any discrimination testing that may become applicable, (v) all unvested equity awards held by the Executive shall fully vest, (vi) all vested equity awards must be exercised by the Executive by the earlier of (A) the one-year anniversary of the Effective Date of the Termination and (B) the Option Expiration Date, and (vii) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder but shall remain bound by Executive’s obligations in Sections 4, 5 and 6 of this Agreement) provided that in order for the Executive to receive any amounts or items in the foregoing clauses (ii) through (vii), the Executive shall first execute a separation agreement and legal release in accordance with Section 8.8.

Termination Upon Change in Control. If the Company terminates Executive’s 's employment without Cause or Executive terminates employment for Good Reason within the twelve thetwelve (12) months after a Change in Control, the Executive shall receive (i) the Accrued Benefits described in Section 8.1 above, (ii) a pro-rata bonus with respect to the calendar year in which the Effective Date of Termination occurred to the extent performance goals related to the bonus have been achieved (to be paid at the same time bonuses are normally paid for the year), (iii) a cash payment equal to eighteen one and one-fourth (181.25) months of times the Executive’s 's Annual Salary and annual bonus at target level in effect on the day of termination (the Severance Payment) payable after the Release Effective Date, (iv) Company paid COBRA premiums for continuation of elected medical, dental and vision health benefits insurance benefit premiums for eighteen twelve (1812) months to the extent that payment of such benefits does not cause Company’s 's health care benefit plans to fail any discrimination testing that may become applicable to the extent payment of such benefits does not cause Company's health care benefit plans to fail any discrimination testing that may become applicable, (v) all unvested equity awards held by the Executive shall fully vest, (vi) all vested equity awards must be exercised by the Executive by the earlier of (A) the one-year anniversary of the Effective Date of the Termination and (B) the Option Expiration Date, and (vii) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder but shall remain bound by Executive’s 's obligations in Sections 4, 5 and 6 of this Agreement) provided that in order for the Executive to receive any amounts or items in the foregoing clauses (ii) through (vii), the Executive shall first execute a separation agreement and legal release in accordance with Section 8.8.