Common use of Termination Without Cause or for Good Reason After a Change in Control Clause in Contracts

Termination Without Cause or for Good Reason After a Change in Control. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits, commencing or paid in accordance with the terms set forth in Section 7: (a) the Company shall pay to Executive his or her salary as in effect on the date of termination (the “Date of Termination”) in accordance with the Company’s customary payroll practices, until the date that is twelve (12) months after the Date of Termination; (b) if Executive is eligible for and elects to continue receiving group medical and/or dental insurance under the continuation coverage rules known as COBRA, the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage (single, family, or other) until the earlier of (i) the end of the 12th month after his or her employment ends or (ii) the date the covered individual’s COBRA continuation coverage expires, unless, as a result of a change in legal requirements, the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (c) payment equal to the annual target bonus payment, if any, paid (or earned, if not yet paid) to the Executive for the current fiscal year which includes the Date of Termination.

Termination Without Cause or for Good Reason After a Change in Control. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits, commencing or paid in accordance with the terms set forth in Section 7: (a) the Company shall pay to Executive his or her salary as in effect on the date of termination (the “Date of Termination”) in accordance with the Company’s customary payroll practices, until the date that is twelve eighteen (1218) months after the Date of Termination; (b) if Executive is eligible for and elects to continue receiving group medical and/or dental insurance under the continuation coverage rules known as COBRA, the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage (single, family, or other) until the earlier of (i) the end of the 12th 18th month after his or her employment ends or (ii) the date the covered individual’s COBRA continuation coverage expires, unless, as a result of a change in legal requirements, the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (c) payment equal to the annual target bonus payment, if any, paid (or earned, if not yet paid) to the Executive for the current fiscal year which includes the Date of Termination.

Termination Without Cause or for Good Reason After a Change in Control. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits, commencing or paid in accordance with the terms set forth in Section 7: (a) the Company shall pay to Executive his or her salary as in effect on the date of termination (the “Date of Termination”) in accordance with the Company’s customary payroll practices, until the date that is twelve (12) months after the Date of Termination; (b) if Executive is eligible for and elects to continue receiving group medical and/or dental insurance under the continuation coverage rules known as COBRA, the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage (single, family, or other) until the earlier of (i) the end of the 12th month after his or her employment ends or (ii) the date the covered individual’s COBRA continuation coverage expires, unless, as a result of a change in legal requirements, the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (c) payment payment, to be paid after the Date of Termination in a lump sum on the first payroll period following the date the Executive Release becomes effective, equal to the annual target bonus payment, if any, paid (or earned, if not yet paid) to the Executive for the current fiscal year which includes the Date of Termination.

Termination Without Cause or for Good Reason After a Change in Control. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 twelve (12) months following the Change in Control Date, then the Executive shall be entitled to the following benefits, commencing or paid in accordance with the terms set forth in Section 7: (a) the Company shall pay to Executive his or her salary as in effect on the date of termination (the “Date of Termination”) in accordance with the Company’s customary payroll practices, until the date that is twelve eighteen (1218) months after the Date of Termination; (b) if Executive is eligible for and elects to continue receiving group medical and/or dental insurance under the continuation coverage rules known as COBRA, the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage (single, family, or other) until the earlier of (i) the end of the 12th eighteenth (18th) month after his or her employment ends or (ii) the date the covered individual’s COBRA continuation coverage expires, unless, as a result of a change in legal requirements, the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (c) payment equal to the annual target bonus payment, if any, paid (or earned, if not yet paid) to the Executive for the current fiscal year which includes through the Date of Termination.