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. In the event of Executive’s termination of employment with the Company (i) by the Company without Cause (as defined herein); or (ii) by Executive for Good Reason (as defined herein), in either case, during the period beginning one month before and ending one year after a Change in Control (as defined herein), the Company shall pay to Executive the amounts described in Section 2(c) as soon as practicable after the date of Executive’s termination or, in the case of benefits described in Section 2(c)(iv) below, as such benefits become due to Executive under the terms of the applicable plan(s), program(s) or agreement(s). In addition, if a termination described in this Section 2(a) constitutes a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended, and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) and Executive executes a general release of claims (the “Release”) substantially in the form attached hereto as Exhibit A within forty-five (45) days after the date of such Separation from Service and does not revoke such Release (the date on which such Release ceases to be revocable by Executive, the “Release Date”), the Company shall (x) pay Executive an amount equal to one times Executive’s annual salary (as in effect on the date of Executive’s termination) (the “Annual Salary”) plus a target bonus of 40% of the Annual Salary (the “Target Bonus”) and (y) subject to Executive’s valid election under Internal Revenue Code Section 4980B (together with the regulations thereunder, “COBRA”) provide continued enrollment in the Company’s group health plans in which Executive and his dependents (if any) were enrolled immediately prior to the date of Executive’s Separation from Service (the “Termination Date”), from the Termination Date through the earliest to occur of (i) the expiration of the maximum coverage period permitted under COBRA, (ii) the date that is twelve (12) months from the Termination Date, or (iii) such time as Executive becomes eligible for coverage under a “group health plan” (within the meaning of COBRA) of another employer (in any case, the “Continuation Period”), at the same level of benefits as Executive and his dependents received immediately prior to the Termination Date (as may be adjusted in a manner applicable to plan participants generally), with such COBRA premiums paid solely by the Company during the Continuation Period; after the Continuation Period, any COBRA continuation (if available under applicable law) shall be at at Executive’s sole expense. Subject to Section 16 below, the cash severance payments described in the previous sentence shall be paid over twelve months from and after the Termination Date in substantially equal installments on the Company’s generally applicable payroll dates (the payments and benefits described in Sections 2(a)(x) and 2(a)(y) hereof, the “Severance”), provided, however, that if the Termination Date precedes the consummation of a Change in Control, Severance benefits shall, subject to Section 16 below, be paid or provided for a period of twelve months from and after the consummation of such Change in Control. For the avoidance of doubt, to the extent Executive is entitled to receive the severance payments under this Section 2(a), including the Annual Salary, Target Bonus and COBRA benefits, then such severance payments shall supersede and replace all prior and contemporaneous understandings, discussions, agreements, representations and warranties, both written and oral, with respect to any other severance agreement Executive may have with the Company.

Termination Without Cause or for Good Reason Following a Change in Control. In the event of Executive’s termination of employment with the Company (i) by the Company without Cause (as defined herein); or (ii) by Executive for Good Reason (as defined herein), in either case, during the period beginning one month before and ending one year after a Change in Control (as defined herein), the Company shall pay to Executive the amounts described in Section 2(c) as soon as practicable after the date of Executive’s termination or, in the case of benefits described in Section 2(c)(iv) below, as such benefits become due to Executive under the terms of the applicable plan(s), program(s) or agreement(s). In addition, if a termination described in this Section 2(a) constitutes a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended, and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) and Executive executes a general release of claims (the “Release”) substantially in the form attached hereto as Exhibit A within forty-five (45) days after the date of such Separation from Service and does not revoke such Release (the date on which such Release ceases to be revocable by Executive, the “Release Date”), the Company shall (x) pay Executive an amount equal to one times Executive’s annual salary (as in effect on the date of Executive’s termination) (the “Annual Salary”) plus a target bonus of 40% of the Annual Salary (the “Target Bonus”) and (y) subject to Executive’s valid election under Internal Revenue Code Section 4980B (together with the regulations thereunder, “COBRA”) provide continued enrollment in the Company’s group health plans in which Executive and his dependents (if any) were enrolled immediately prior to the date of Executive’s Separation from Service (the “Termination Date”), from the Termination Date through the earliest to occur of (i) the expiration of the maximum coverage period permitted under COBRA, (ii) the date that is twelve (12) months from the Termination Date, or (iii) such time as Executive becomes eligible for coverage under a “group health plan” (within the meaning of COBRA) of another employer (in any case, the “Continuation Period”), at the same level of benefits as Executive and his dependents received immediately prior to the Termination Date (as may be adjusted in a manner applicable to plan participants generally), with such COBRA premiums paid solely by the Company during the Continuation Period; after the Continuation Period, any COBRA continuation (if available under applicable law) shall be at at Executive’s sole expense. Subject to Section 16 below, the cash severance payments described in the previous sentence shall be paid over twelve months from and after the Termination Date in substantially equal installments on the Company’s generally applicable payroll dates (the payments and benefits described in Sections 2(a)(x) and 2(a)(y) hereof, the “Severance”), provided, however, that if the Termination Date precedes the consummation of a Change in Control, Severance benefits shall, subject to Section 16 below, be paid or provided for a period of twelve months from and after the consummation of such Change in Control. For the avoidance of doubt, to the extent Executive is entitled to receive the severance payments under this Section 2(a), including the Annual Salary, Target Bonus and COBRA benefits, then such severance payments shall supersede and replace all prior and contemporaneous understandings, discussions, agreements, representations and warranties, both written and oral, with respect to any other severance agreement Executive may have with the Company.

Termination Without Cause or for Good Reason Following a Change in Control. In (a) If Employee’s employment by the event of Executive’s termination of employment with Company is terminated by the Company (ior its successor or parent) by the Company without Cause (as defined herein); and not due to Disability or (iideath) or by Executive Employee for Good Reason (as defined herein), in either case, during the period beginning one month within [ ] months before and ending one year after or within [ ] months immediately following a Change in Control (as defined hereinin the Plan), that constitutes a change in control event described in Treasury Regulation Sections 1.409A-3(i)(5), then: (x) (1) the Severance Payment shall equal (A) an amount equal to [ ] months of Employee’s then current base salary, plus (B) one and [ ] times Employee’s target Annual Bonus for the year of termination and (2) the COBRA Severance Period shall be up to [ ] months following the termination date; (y) the Company shall pay to Executive or provide Employee with the amounts Severance Benefits described in Section 2(c6.1(b) (as soon as practicable after increased by (x) above) except that such Severance Payment shall be paid to Employee in a lump sum, on the first payroll date of Executive’s termination orthe Company that is at least sixty (60) days following the Separation Date; and (z) the vesting and exercisability of all outstanding stock options and other stock awards that are held by Employee as of immediately prior to the Separation Date, to the extent such awards are subject to time-based vesting requirements, shall be accelerated (and lapse, in the case of benefits described reacquisition or repurchase rights) in full, provided that Employee executes and does not revoke the Release. Nothing in this Section 2(c)(ivprohibits the Company or a successor organization (or its parent) below, as from causing such benefits become due equity awards to Executive under earlier terminate pursuant to the terms of the applicable plan(s), program(s) equity plan or agreement(s). In addition, if a termination described award agreements in this Section 2(a) constitutes a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended, and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) and Executive executes a general release of claims (the “Release”) substantially in the form attached hereto as Exhibit A within forty-five (45) days after the date of such Separation from Service and does not revoke such Release (the date on which such Release ceases to be revocable by Executive, the “Release Date”), the Company shall (x) pay Executive an amount equal to one times Executive’s annual salary (as in effect on the date of Executive’s termination) (the “Annual Salary”) plus a target bonus of 40% of the Annual Salary (the “Target Bonus”) and (y) subject to Executive’s valid election under Internal Revenue Code Section 4980B (together connection with the regulations thereunder, “COBRA”) provide continued enrollment in the Company’s group health plans in which Executive and his dependents (if any) were enrolled immediately prior to the date of Executive’s Separation from Service (the “Termination Date”), from the Termination Date through the earliest to occur of (i) the expiration of the maximum coverage period permitted under COBRA, (ii) the date that is twelve (12) months from the Termination Date, or (iii) such time as Executive becomes eligible for coverage under a “group health plan” (within the meaning of COBRA) of another employer (in any case, the “Continuation Period”), at the same level of benefits as Executive and his dependents received immediately prior to the Termination Date (as may be adjusted in a manner applicable to plan participants generally), with such COBRA premiums paid solely by the Company during the Continuation Period; after the Continuation Period, any COBRA continuation (if available under applicable law) shall be at at Executive’s sole expense. Subject to Section 16 below, the cash severance payments described in the previous sentence shall be paid over twelve months from and after the Termination Date in substantially equal installments on the Company’s generally applicable payroll dates (the payments and benefits described in Sections 2(a)(x) and 2(a)(y) hereof, the “Severance”), provided, however, that if the Termination Date precedes the consummation of a Change in Control, Severance benefits shallmerger, subject to Section 16 below, acquisition or other similar corporate transaction where such equity awards will terminate and not be paid assumed by the successor or provided for a period of twelve months from and after the consummation of such Change in Control. For the avoidance of doubt, to the extent Executive is entitled to receive the severance payments under this Section 2(a), including the Annual Salary, Target Bonus and COBRA benefits, then such severance payments shall supersede and replace all prior and contemporaneous understandings, discussions, agreements, representations and warranties, both written and oral, with respect to any other severance agreement Executive may have with the Companyacquiring entity.

Termination Without Cause or for Good Reason Following a Change in Control. In the event of Executive’s termination of employment with the Company (i) by the Company without Cause (as defined herein); or (ii) by Executive for Good Reason (as defined herein), in either case, during the period beginning one month before and ending one year after a Change in Control (as defined herein), the Company shall pay to Executive the amounts described in Section 2(c) as soon as practicable after the date of Executive’s termination or, in the case of benefits described in Section 2(c)(iv) below, as such benefits become due to Executive under the terms of the applicable plan(s), program(s) or agreement(s). In addition, if a termination described in this Section 2(a) constitutes a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended, and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) and Executive executes a general release of claims (the “Release”) substantially in the form attached hereto as Exhibit A within forty-five (45) days after the date of such Separation from Service and does not revoke such Release (the date on which such Release ceases to be revocable by Executive, the “Release Date”), the Company shall (x) pay Executive an amount equal to one times Executive’s annual salary (as in effect on the date of Executive’s termination) (the “Annual Salary”) plus a target bonus of 4030% of the Annual Salary (the “Target Bonus”) and (y) subject to Executive’s valid election under Internal Revenue Code Section 4980B (together with the regulations thereunder, “COBRA”) provide continued enrollment in the Company’s group health plans in which Executive and his dependents (if any) were enrolled immediately prior to the date of Executive’s Separation from Service (the “Termination Date”), from the Termination Date through the earliest to occur of (i) the expiration of the maximum coverage period permitted under COBRA, (ii) the date that is twelve (12) months from the Termination Date, or (iii) such time as Executive becomes eligible for coverage under a “group health plan” (within the meaning of COBRA) of another employer (in any case, the “Continuation Period”), at the same level of benefits as Executive and his dependents received immediately prior to the Termination Date (as may be adjusted in a manner applicable to plan participants generally), with such COBRA premiums paid solely by the Company during the Continuation Period; after the Continuation Period, any COBRA continuation (if available under applicable law) shall be at at Executive’s sole expense. Subject to Section 16 below, the cash severance payments described in the previous sentence shall be paid over twelve months from and after the Termination Date in substantially equal installments on the Company’s generally applicable payroll dates (the payments and benefits described in Sections 2(a)(x) and 2(a)(y) hereof, the “Severance”), provided, however, that if the Termination Date precedes the consummation of a Change in Control, Severance benefits shall, subject to Section 16 below, be paid or provided for a period of twelve months from and after the consummation of such Change in Control. For the avoidance of doubt, to the extent Executive is entitled to receive the severance payments under this Section 2(a), including the Annual Salary, Target Bonus and COBRA benefits, then such severance payments shall supersede and replace all prior and contemporaneous understandings, discussions, agreements, representations and warranties, both written and oral, with respect to any other severance agreement Executive may have with the Company.

Termination Without Cause or for Good Reason Following a Change in Control. In the event of Executive’s termination of employment with the Company (i) by the Company without Cause (as defined herein); or (ii) by Executive for Good Reason (as defined herein), in either case, during the period beginning one month before and ending one year after a Change in Control (as defined herein), the Company shall pay to Executive the amounts described in Section 2(c) as soon as practicable after the date of Executive’s termination or, in the case of benefits described in Section 2(c)(iv) below, as such benefits become due to Executive under the terms of the applicable plan(s), program(s) or agreement(s). In addition, if a termination described in this Section 2(a) constitutes a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended, and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) and Executive executes a general release of claims (the “Release”) substantially in the form attached hereto as Exhibit A within forty-five (45) days after the date of such Separation from Service and does not revoke such Release (the date on which such Release ceases to be revocable by Executive, the “Release Date”), the Company shall (x) pay Executive an amount equal to one times Executive’s annual salary (as in effect on the date of Executive’s termination) (the “Annual Salary”) plus a target bonus of 4020% of the Annual Salary (the “Target Bonus”) and (y) subject to Executive’s valid election under Internal Revenue Code Section 4980B (together with the regulations thereunder, “COBRA”) provide continued enrollment in the Company’s group health plans in which Executive and his dependents (if any) were enrolled immediately prior to the date of Executive’s Separation from Service (the “Termination Date”), from the Termination Date through the earliest to occur of (i) the expiration of the maximum coverage period permitted under COBRA, (ii) the date that is twelve (12) months from the Termination Date, or (iii) such time as Executive becomes eligible for coverage under a “group health plan” (within the meaning of COBRA) of another employer (in any case, the “Continuation Period”), at the same level of benefits as Executive and his dependents received immediately prior to the Termination Date (as may be adjusted in a manner applicable to plan participants generally), with such COBRA premiums paid solely by the Company during the Continuation Period; after the Continuation Period, any COBRA continuation (if available under applicable law) shall be at at Executive’s sole expense. Subject to Section 16 below, the cash severance payments described in the previous sentence shall be paid over twelve months from and after the Termination Date in substantially equal installments on the Company’s generally applicable payroll dates (the payments and benefits described in Sections 2(a)(x) and 2(a)(y) hereof, the “Severance”), provided, however, that if the Termination Date precedes the consummation of a Change in Control, Severance benefits shall, subject to Section 16 below, be paid or provided for a period of twelve months from and after the consummation of such Change in Control. For the avoidance of doubt, to the extent Executive is entitled to receive the severance payments under this Section 2(a), including the Annual Salary, Target Bonus and COBRA benefits, then such severance payments shall supersede and replace all prior and contemporaneous understandings, discussions, agreements, representations and warranties, both written and oral, with respect to any other severance agreement Executive may have with the Company.

Termination Without Cause or for Good Reason Following a Change in Control. In Notwithstanding the event of Executive’s termination of foregoing, if your employment with the Company (i) is terminated by the Company without or its successor in interest Without Cause (as defined herein); or (ii) by Executive you for Good Reason within ninety (as defined herein), in either case, during the period beginning one month 90) days before and ending one year or within six months after a Change in Control Event (as defined hereinin the Company’s 2014 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 9 months of your then-current total base compensation, less standard employment-related withholdings and deductions, with such payments to be made in equal semi-monthly installments in accordance with the Company’s usual payroll practices beginning on the first regular pay date following the Effective Date; (ii) pay you an amount equal to 9 months of the Target Bonus, less standard employment-related withholdings and deductions, with such payments to be made in equal semi-monthly installments in accordance with the Company’s usual payroll practices beginning on the first regular pay date following the Effective date and continuing until such time as the amount has been paid in full; (iii) if you timely and properly elect COBRA continuation of coverage under the Company’s group medical, dental and vision plans, the Company shall pay make payment to Executive the amounts described in Section 2(c) as soon as practicable after the date of Executive’s termination or, you in the case of benefits described in Section 2(c)(iv) below, as such benefits become due to Executive under the terms of the applicable plan(s), program(s) or agreement(s). In addition, if a termination described in this Section 2(a) constitutes a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended, and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) and Executive executes a general release of claims (the “Release”) substantially in the form attached hereto as Exhibit A within forty-five (45) days after the date of such Separation from Service and does not revoke such Release (the date on which such Release ceases to be revocable by Executive, the “Release Date”), the Company shall (x) pay Executive an amount equal to one times Executive’s annual salary (as in effect on the date of Executive’s termination) (the “Annual Salary”) plus a target bonus of 40% of the Annual Salary (the “Target Bonus”) and (y) subject to Executive’s valid election under Internal Revenue Code Section 4980B (together with the regulations thereunder, “COBRA”) provide continued enrollment in the Company’s group health plans in which Executive and his dependents (if any) were enrolled immediately prior to the date of Executive’s Separation from Service (the “Termination Date”), from the Termination Date through the earliest to occur of (i) the expiration share of the maximum coverage period permitted under COBRA, (ii) the date that is twelve (12) months from the Termination Date, or (iii) such time as Executive becomes eligible for cost of COBRA continuation of coverage under a “group health plan” (within the meaning medical, dental and vision plans, less all applicable taxes and deductions, for the period of COBRA) of another employer (in any case9 months, the “Continuation Period”), at the same level of benefits as Executive and his dependents received immediately prior to the Termination Date (as may be adjusted in a manner applicable to plan participants generally), with such COBRA premiums paid solely by the Company during the Continuation Period; after the Continuation Period, any COBRA continuation (if available under applicable law) shall be at at Executive’s sole expense. Subject to Section 16 below, the cash severance payments described in the previous sentence which amount shall be paid over twelve months from and to you on regularly scheduled payroll dates of the Company with the first payment to be processed after the Termination later of the Effective Date in substantially equal installments on the Company’s generally applicable payroll dates (the payments and benefits described in Sections 2(a)(x) and 2(a)(y) hereof, the “Severance”), or such election; provided, however, that if at the Termination Date precedes conclusion of the consummation 9 month period, you shall be responsible for payment of a Change in Control, Severance benefits shall, subject the entire amount of the COBRA premium for the remainder of the applicable COBRA continuation period; and (iv) the Company shall accelerate vesting of the restricted stock awarded to Section 16 below, be paid or provided for a period of twelve months from and after the consummation of such Change in Control. For the avoidance of doubt, you as your 2015 Executive Bonus pursuant to the extent Executive is entitled to receive terms of the severance payments under this Section 2(a)Restricted Stock Agreement so that you shall vest in, including the Annual Salary, Target Bonus and COBRA benefits, then such severance payments shall supersede and replace all prior and contemporaneous understandings, discussions, agreements, representations and warranties, both written and oral, with respect to any other severance agreement Executive may have with the Company’s right of repurchase shall lapse, as to all 32,709 shares of restricted stock.

Termination Without Cause or for Good Reason Following a Change in Control. In the event of Executive’s termination of If your employment with the Company (i) is terminated by the Company without Cause (as defined herein); or (ii) by Executive you for Good Reason within eighteen (as defined herein), in either case, during the period beginning one month before and ending one year after 18) months following a Change in Control (as defined hereinControl, in lieu of the payments and benefits set forth in Section 4(d)(i), the Company shall will pay to Executive you a single severance payment equal to eighteen (18) months’ Base Salary and one and one-half (1 1/2) times the amounts described Target Bonus for the Plan Year in Section 2(cwhich the termination occurs on the first business day that is at least sixty (60) as soon as practicable after days following the effective date of Executive’s termination or, in the case of benefits described in Section 2(c)(iv) below, as such benefits become due to Executive under the terms of the applicable plan(s), program(s) or agreement(s)termination. In addition, if a termination described in this Section 2(a) constitutes a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended, and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) and Executive executes a general release of claims (the “Release”) substantially in the form attached hereto as Exhibit A within forty-five (45) days after the date of such Separation from Service and does not revoke such Release (the date on which such Release ceases to be revocable by Executive, the “Release Date”), the Company shall (x) pay Executive an amount equal to one times Executive’s annual salary (as in effect on the date of Executive’s termination) (the “Annual Salary”) plus a target bonus of 40% of the Annual Salary (the “Target Bonus”) and (y) subject to Executive’s valid election under Internal Revenue Code Section 4980B (together with the regulations thereunder, “COBRA”) provide continued enrollment If you are participating in the Company’s group health insurance plans in which Executive on the effective date of termination without Cause or by you for Good Reason, and his dependents (you timely elect and remain eligible for continued coverage under COBRA, or, if any) were enrolled immediately applicable, state insurance laws, the Company shall pay that portion of your COBRA premiums that the Company was paying prior to the effective date of Executive’s Separation from Service termination for the eighteen (18) month period following the “Termination Date”)date of termination, from or for the Termination Date through the earliest continuation period for which you are eligible, whichever is shorter; provided, however, if (A) any plan pursuant to occur of (i) which such benefits are provided is not, or ceases prior to the expiration of the maximum period of continuation coverage period permitted under COBRAto be, (ii) the date that is twelve (12) months exempt from the Termination Dateapplication of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (iiiB) such time as Executive becomes eligible for coverage the Company is otherwise unable to continue to cover you in a manner that is compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act) under a “its group health plan” (within the meaning of COBRA) of another employer (plans, then, in any either case, the “Continuation Period”), at the same level of benefits as Executive and his dependents received immediately prior Company shall instead pay to you an amount equal to the Termination Date monthly plan premium payment for you and your eligible dependents who were covered under the Company’s health plans as of the date of your termination of employment (calculated by reference to Employee’s premiums as may be adjusted in a manner applicable to plan participants generally), with such COBRA premiums paid solely by of the Company during the Continuation Period; after the Continuation Period, any COBRA continuation (if available under applicable lawdate of termination of employment) shall be at at Executive’s sole expense. Subject to Section 16 below, the cash severance payments described in the previous sentence shall be paid over twelve months from and after the Termination Date as currently taxable compensation in substantially equal monthly installments over the foregoing eighteen (18) month period (or the remaining portion thereof) and which payments shall be made regardless of whether you elect COBRA continuation coverage. In addition, the Company shall continue to pay the premiums on the Company’s generally applicable payroll dates life insurance referred to in Section 3(g) above during the foregoing eighteen (the payments and benefits described in Sections 2(a)(x18) and 2(a)(y) hereof, the “Severance”), provided, however, that if the Termination Date precedes the consummation of a Change in Control, Severance benefits shall, subject to Section 16 below, be paid or provided for a period of twelve months from and after the consummation of such Change in Control. For the avoidance of doubt, to the extent Executive is entitled to receive the severance payments under this Section 2(a), including the Annual Salary, Target Bonus and COBRA benefits, then such severance payments shall supersede and replace all prior and contemporaneous understandings, discussions, agreements, representations and warranties, both written and oral, with respect to any other severance agreement Executive may have with the Companymonth period.