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 at any time prior to the expiration of twenty-four (24) months following a Change of Control Date, the Company terminates the Executive’s employment without Cause or the Executive terminates his or her employment for Good Reason, the Company will provide benefits as follows provided the Executive executes a release of claims drafted by the Company’s counsel and it becomes binding: Within 30 days following the termination of employment, the Company will pay to the Executive a lump-sum cash amount equal to 100% of the Executive’s annual base salary in effect at the time of the termination of employment (or if the Executive’s annual base salary has been reduced within 61 days prior to the termination, the base salary in effect immediately prior to the reduction), less all applicable state and federal taxes. The Executive will be paid his or her prorated target bonus due for the calendar year until his or her date of termination, less all applicable state and federal taxes. For example, an executive who is terminated on March 31 would be paid 25% of the prorated target bonus not yet paid for the applicable year. An executive who is terminated on June 30 would be paid 50% of the prorated target bonus not yet paid for the applicable year. Any other bonuses or commission earned but not yet paid will be paid to the Executive upon termination. The Company will continue for a period of 12 months following the date of termination to provide the Executive with any medical, dental and disability and life insurance benefits in effect at the time of his or her termination (or, if his or her level of benefits has been reduced within 61 days of the termination, his or her level of benefits in effect prior to the reduction). If the Company is unable to continue any such benefit or benefits, the Company will instead pay to the Executive, within 30 days of termination, a lump sum cash payment equal to the greater of the Company’s cost of such benefits or the Executive’s individual replacement cost for such benefits. All other benefits will cease upon termination. Any options to purchase Company stock or restricted stock of the Company held by the Executive under the Company’s stock compensation plans and arrangements will become immediately exercisable notwithstanding any contrary provisions in the documents otherwise governing the options and will remain exercisable for the period of time during which such options would otherwise have been exercisable had the Executive remained in the employ of the Company.

Termination Without Cause or for Good Reason After a Change in Control. If at any time prior to the expiration of twenty-four (24) months following a Change of Control Date, the Company terminates the ExecutiveEmployee’s employment without Cause or the Executive Employee terminates his or her employment for Good Reason, the Company will provide benefits as follows provided the Executive Employee executes a release of claims drafted by the Company’s counsel and it becomes binding: Within 30 days following the termination of employmentemployment following the Change in Control, the Company will pay to the Executive Employee a lump-sum cash amount equal to 100% (i) 1/26th of the ExecutiveEmployee’s annual base salary in effect at the time of the termination of employment (or if the ExecutiveEmployee’s annual base salary has been reduced within 61 days prior to the termination, the base salary in effect immediately prior to the reduction)) (the “Base Salary”) and (ii) for each completed year (calculated from the first day of the Employee’s employment with the Company) that the Employee has been employed by the Company, an additional 1/26th of the Base Salary (the sum of (i) and (ii) being referred to herein as the “Payment”, and the duration of time reflected in clauses (i) and (ii) being referred to herein as the “Severance Period”, in each case less all applicable state and federal taxes. Notwithstanding the foregoing, in no event shall the total payment to be made to the Employee pursuant to this paragraph exceed a sum equal to 75% of the Base Salary. The Executive Employee will be paid his or her unpaid prorated target bonus due for the calendar year until his or her date of termination, less all applicable state and federal taxes. For example, an executive Employee who is terminated on March 31 would be paid 25% of the prorated target bonus not yet paid for the applicable year. An executive Employee who is terminated on June 30 would be paid 50% of the prorated target bonus not yet paid for the applicable year. Any other bonuses or commission earned but not yet paid will be paid to the Executive upon Employee within 30 days following employment termination. The Company will continue continue, for a period equal to the duration of 12 months following the date of termination Severance Period, to provide the Executive Employee with any medical, dental and disability and life insurance benefits in effect at the time of his or her termination (or, if his or her level of benefits has been reduced within 61 days of the termination, his or her level of benefits in effect prior to the reduction). If the Company is unable to continue any such benefit or benefits, the Company will instead pay to the ExecutiveEmployee, within 30 days of termination, a lump sum cash payment equal to the greater of the Company’s cost of such benefits or the ExecutiveEmployee’s individual replacement cost for such benefits. All other benefits will cease upon termination. Any options to purchase Company stock or restricted stock of the Company held by the Executive Employee under the Company’s stock compensation plans and arrangements will become immediately exercisable notwithstanding any contrary provisions in the documents otherwise governing the options and will remain exercisable for the period of time during which such options would otherwise have been exercisable had the Executive remained in the employ of the Companyoptions.

Termination Without Cause or for Good Reason After a Change in Control. If at any time prior to the expiration of twenty-four (24) months following a Change of Control Date, the Company terminates the Executive’s employment without Cause or the Executive terminates his or her employment for Good Reason, the Company will provide benefits as follows provided the Executive executes a release of claims drafted by the Company’s counsel and it becomes binding: Within 30 days following the termination of employment, the Company will pay to the Executive a lump-sum cash amount equal to 100% of the Executive’s annual base salary in effect at the time of the termination of employment (or if the Executive’s annual base salary has been reduced within 61 days prior to the termination, the base salary in effect immediately prior to the reduction), less all applicable state and federal taxes. The Executive will be paid his or her prorated target bonus due for the calendar year until his or her date of termination, less all applicable state and federal taxes. For example, an executive who is terminated on March 31 would be paid 25% of the prorated target bonus not yet paid for the applicable year. An executive who is terminated on June 30 would be paid 50% of the prorated target bonus not yet paid for the applicable year. Any other bonuses or commission earned but not yet paid will be paid to the Executive upon termination. The Company will continue for a period of 12 months following the date of termination to provide the Executive with any medical, dental and disability and life insurance benefits in effect at the time of his or her termination (or, if his or her level of benefits has been reduced within 61 days of the termination, his or her level of benefits in effect prior to the reduction). If the Company is unable to continue any such benefit or benefits, the Company will instead pay to the Executive, within 30 days of termination, a lump sum cash payment equal to the greater of the Company’s cost of such benefits or the Executive’s individual replacement cost for such benefits. All other benefits will cease upon termination. Any options to purchase Company stock or restricted stock of the Company held by the Executive under the Company’s stock compensation plans and arrangements will become immediately exercisable notwithstanding any contrary provisions in the documents otherwise governing the options and will remain exercisable for the period of time during which such options would otherwise have been exercisable had the Executive remained in the employ of the Company.