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

Termination Without Cause or for Good Reason Following a Change in Control. Notwithstanding the foregoing, if your employment is terminated by the Company or its successor in interest Without Cause or by you for Good Reason within ninety (90) days before or within six months after a Change in Control Event (as defined in the Company’s Amended and Restated 2008 Stock Incentive Plan) that also qualifies as a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (a “Company Change in Control”) then (subject to your executing and not revoking the Release)the Company will (i) pay you an amount equal to 15 months of your then-current base salary, less standard employment-related withholdings and deductions, with such payments to be made in 15 equal monthly installments in accordance with the Company’s usual payroll practices beginning on the first regular pay date following the termination date; (ii) pay you an amount equal to 15 months of the Target Bonus, less standard employment-related withholdings and deductions, with such payments to be made in 15 equal monthly installments in accordance with the Company’s usual payroll practices beginning on the first regular pay date following the termination date; and (iii) provide for continued coverage, at the Company’s expense, under the Company’s medical plan to the extent permitted under such plans for a period of 15 months immediately following the date of termination of your employment; provided, however, that if health insurance coverage is not available to non-employees under the Company sponsored plan, the Company shall reimburse you in an amount equal to the cost of the premium for coverage under a medical plan at the same average level and on the same terms and conditions which applied immediately prior to the date of the Executive’s termination.

Termination Without Cause or for Good Reason Following a Change in Control. Notwithstanding the foregoing, if your employment is terminated by the Company or its successor in interest Without Cause or by you for Good Reason within ninety (90) days before or within six months after a Change in Control Event (as defined in the Company’s Amended and Restated 2008 Stock Incentive Plan) that also qualifies as a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (a “Company Change in Control”) then (subject to your executing and not revoking the Release)the Company will (i) pay you an amount equal to 15 6 months of your then-current base salary, less standard employment-related withholdings and deductions, with such payments to be made in 15 6 equal monthly installments in accordance with the Company’s usual payroll practices beginning on the first regular pay date following the termination date; (ii) pay you an amount equal to 15 months 6 of the Target Bonus, less standard employment-related withholdings and deductions, with such payments to be made in 15 6 equal monthly installments in accordance with the Company’s usual payroll practices beginning on the first regular pay date following the termination date; and (iii) provide for continued coverage, at the Company’s expense, under the Company’s medical plan to the extent permitted under such plans for a period of 15 6 months immediately following the date of termination of your employment; provided, however, that if health insurance coverage is not available to non-employees under the Company sponsored plan, the Company shall reimburse you in an amount equal to the cost of the premium for coverage under a medical plan at the same average level and on the same terms and conditions which applied immediately prior to the date of the Executive’s termination.

Termination Without Cause or for Good Reason Following a Change in Control. Notwithstanding the foregoing, if your employment is terminated by the Company or its successor in interest Without Cause or by you for Good Reason within ninety (90) days before or within six months after a Change in Control Event (as defined in the Company’s Amended and Restated 2008 Stock Incentive Plan) that also qualifies as a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (a “Company Change in Control”) then (subject to your executing and not revoking the Release)the Company will (i) pay you an amount equal to 15 9 months of your then-current base salary, less standard employment-related withholdings and deductions, with such payments to be made in 15 9 equal monthly installments in accordance with the Company’s usual payroll practices beginning on the first regular pay date following the termination date; (ii) pay you an amount equal to 15 9 months of the Target Bonus, less standard employment-related withholdings and deductions, with such payments to be made in 15 9 equal monthly installments in accordance with the Company’s usual payroll practices beginning on the first regular pay date following the termination date; and (iii) provide for continued coverage, at the Company’s expense, under the Company’s medical plan to the extent permitted under such plans for a period of 15 9 months immediately following the date of termination of your employment; provided, however, that if health insurance coverage is not available to non-employees under the Company sponsored plan, the Company shall reimburse you in an amount equal to the cost of the premium for coverage under a medical plan at the same average level and on the same terms and conditions which applied immediately prior to the date of the Executive’s termination.

Termination Without Cause or for Good Reason Following a Change in Control. Notwithstanding the foregoing, if your employment is terminated by the Company or its successor in interest Without Cause or by you for Good Reason within ninety (90) days before or within six months after a Change in Control Event (as defined in the Company’s Amended and Restated 2008 Stock Incentive Plan) that also qualifies as a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (a “Company Change in Control”) then (subject to your executing and not revoking the Release)the Company will (i) pay you an amount equal to 15 6 months of your then-current base salary, less standard employment-related withholdings and deductions, with such payments to be made in 15 6 equal monthly installments in accordance with the Company’s usual payroll practices beginning on the first regular pay date following the termination date; (ii) pay you an amount equal to 15 6 months of the Target Bonus, less standard employment-related withholdings and deductions, with such payments to be made in 15 6 equal monthly installments in accordance with the Company’s usual payroll practices beginning on the first regular pay date following the termination date; and (iii) provide for continued coverage, at the Company’s expense, under the Company’s medical plan to the extent permitted under such plans for a period of 15 6 months immediately following the date of termination of your employment; provided, however, that if health insurance coverage is not available to non-employees under the Company sponsored plan, the Company shall reimburse you in an amount equal to the cost of the premium for coverage under a medical plan at the same average level and on the same terms and conditions which applied immediately prior to the date of the Executive’s termination.