Common use of Termination without Cause or for Good Reason In Connection with a Change of Control Clause in Contracts

Termination without Cause or for Good Reason In Connection with a Change of Control. In the event your employment with the Company is terminated by the Company or successor to the Company without Cause or you terminate your employment for Good Reason, in each case during the period beginning on the execution of a definitive written agreement that if consummated in accordance with its terms would result in a Change of Control (defined below) and ending on the earlier of (i) the termination of such agreement or (ii) twelve (12) months following the consummation of a Change of Control pursuant to such agreement, then subject to your delivery to the Company or successor to the Company of a Release and Waiver in the form attached hereto as Exhibit A within the applicable time period set forth therein, but in no event later than forty-five (45) days following termination of your employment, and permitting such Release and Waiver to become fully effective in accordance with its terms, you shall be entitled to severance pay in the form of a single lump sum payment equal to the sum of (i) one hundred twenty-five percent (125%) of your then-current annual base salary and (ii) the arithmetic mean your annual bonuses for the three full calendar years completed prior to the date of termination (it being understood that if you have received no bonus from the Company for one or more of such prior calendar years, the years in which no bonus was paid shall be disregarded and the arithmetic mean of your bonuses for the remaining years (if any) shall be used) pro rated based on the ratio that the number of days from the beginning of the calendar year in which such termination occurs through the date of termination bears to 365. Such payment shall be made on the first regular payroll date of the Company following the effective date of the Release and Waiver. Subject to Section 4.7, nothing contained in this Section 4.2 or Section 4.1 or otherwise under this Agreement shall limit your right to receive a payout of your accrued but unused vacation and/or paid time off and any other payments required to be made to or on behalf of you by law, as of the date of your termination of employment.

Termination without Cause or for Good Reason In Connection with a Change of Control. In the event your employment with the Company is terminated by the Company or successor to the Company without Cause or you terminate your employment for Good Reason, in each case during the period beginning on the execution of a definitive written agreement that if consummated in accordance with its terms would result in a Change of Control (as defined in Section 4.8 below) and ending on the earlier of (i) the termination of such agreement or (ii) twelve (12) months following the consummation of a Change of Control pursuant to such agreementagreement (such period of time, the “Change of Control Period”), then subject to your delivery to the Company or successor to the Company of a Release and Waiver in the form attached hereto as Exhibit A within the applicable time period set forth therein, but in no event later than forty-five (45) days following termination of your employment, and permitting such Release and Waiver to become fully effective in accordance with its terms, the Company or successor to the Company, if applicable, shall provide you shall be entitled to severance with the following: 4.2.1 Severance pay in the form of a single lump sum payment equal to the sum of (i) one hundred twenty-five percent (125%) of your then-current annual base salary and (ii) the arithmetic mean of your annual bonuses bonuses, if any, paid or payable for the three full calendar years completed prior to the date of termination (it being understood that if you have received or will receive no bonus from the Company for one or more of such prior calendar years, the years in which no bonus was paid or payable shall be disregarded and the arithmetic mean of your bonuses for the remaining years (if any) shall be used) pro rated based on the ratio that the number of days from the beginning of the calendar year in which such termination occurs through the date of termination bears to 365. Such payment shall be calculated ignoring any decrease in your base salary that forms the basis for your termination for Good Reason, if applicable, and shall be made shall be made on the first regular payroll date of the Company following the effective date of the Release and Waiverin no event later than March 15 of the year immediately following the year in which your termination occurs. 4.2.2 All outstanding stock options and other equity awards covering the Company common stock held by you as of the date of termination that are subject to time-based vesting requirements shall accelerate in full. Subject to Section 4.7, nothing contained in this Section 4.2 or Section 4.1 or otherwise under this Agreement shall limit your right to receive a payout of your accrued but unused vacation and/or paid time off and any other payments required to be made to or on behalf of you by law, as of the date of your termination of employment.

Termination without Cause or for Good Reason In Connection with a Change of Control. In the event your employment with the Company is terminated by the Company or successor If prior to the Company without Cause or you terminate your employment for Good Reason, in each case during end of the period beginning on the execution of a definitive written agreement that if consummated in accordance with its terms would result in Term there is a Change of Control (as defined belowin Section 6(e) hereof), and ending on the earlier of (i) the termination of such agreement if within six months prior to, on, or (ii) twelve (12) within eighteen months following the consummation effective date of a such Change of Control Control, Executive’s employment terminates pursuant to such agreementSections 5(d) or 5(f) hereof, then subject to your delivery to the Company or successor to the Company of a Release and Waiver in the form attached hereto as Exhibit A within the applicable time period set forth therein, but in no event later than forty-five (45) days following termination of your employment, and permitting such Release and Waiver to become fully effective in accordance with its terms, you Executive shall be entitled to severance pay in the form of a single lump sum payment equal any unpaid Base Salary or other benefit earned by him up to the sum of (i) one hundred twenty-five percent (125%) of your then-current annual base salary and (ii) the arithmetic mean your annual bonuses for the three full calendar years completed prior to including the date of termination (it being understood that including any unpaid cash or equity incentive payment earned under the Annual Incentive Plan or the Stock Incentive Plan and vested prior to the effective date of such termination), to be paid in accordance with the Company’s regular pay practices applicable to such earned and vested compensation and benefits. Additionally, subject to Executive’s compliance with Sections 6(h) and 9(a), and Executive’s continuing compliance with Section 7 hereof: (i) Subject to Section 6(f)(ii), a cash payment equal to two times: (A) Executive’s then Base Salary at the time of the Change of Control (or if you have received no bonus from higher, the Executive’s date of termination of employment) plus (B) an amount equal to the target annual incentive under the Annual Incentive Plan for the performance period during which Executive’s employment terminated; (ii) Without duplicating any payment already owed under this Section 6(d), the pro rata portion (as calculated in Section 6(b) above) of any target annual incentive compensation under the Annual Incentive Plan for the performance period during which Executive’s employment with the Company for one or more terminated; (iii) Accelerated vesting of such prior calendar yearsall unvested, time-vesting RSUs issued pursuant to the Stock Incentive Plan as of the date on which Executive’s employment with the Company terminated; (iv) Accelerated vesting at target of all outstanding, unearned, performance-based RSUs issued pursuant to the Stock Incentive Plan as of the date on which Executive’s employment with the Company terminated (including any outstanding, unearned performance-based RSUs covered by Section 4(c)(vi)); and (v) To the extent permitted by benefit plans of Xxxxx of Xxxx and its subsidiaries, and applicable law, the years in which no bonus was paid shall be disregarded continuation (by way of Company payment for coverage under COBRA) of health insurance benefits for Executive and the arithmetic mean his family for a maximum of your bonuses for the remaining years (if any) shall be used) pro rated based on the ratio that the number of days from the beginning of the calendar year in which such termination occurs through eighteen months after the date of termination bears or until Executive is covered by another health insurance policy or is eligible for coverage under an employer-sponsored group health plan, if that occurs earlier than eighteen months. Executive acknowledges that the Company’s payment for coverage under COBRA may be a taxable benefit to 365Executive. Such payment shall be made on the first regular payroll date of Executive and the Company following agree that if the effective date of the Release and Waiver. Subject to Section 4.7, nothing contained COBRA continuation payments provided for in this Section 4.2 or Section 4.1 or otherwise under this Agreement shall limit your right to receive a payout of your accrued but unused vacation and/or paid time off and any other payments required 6(d)(v) are determined to be made discriminatory under the Affordable Care Act nondiscrimination provisions applicable to insured group health plans, the parties will renegotiate Section 6(d)(v), as applicable, in good faith to avoid the imposition of any excise tax on Executive or the Company. The Company shall pay the Company’s COBRA administrator directly on behalf of you by law, as Executive; and (vi) If the aggregate amount or value of the date payments (including equity awards) required under Sections 6(d)(i) through 6(c)(iv) is less than the Threshold Amount (as set out in Section 6(c)(v)), the Company shall make an additional cash payment to Executive to achieve an aggregate payment amount or value equal to the Threshold Amount, which shall be payable in accordance with the terms and conditions of your termination this Agreement and Section 6(f). In the event any outstanding equity awards issued pursuant to the Stock Incentive Plan are not assumed in connection with a Change of employmentControl, such awards will immediately vest in accordance with the terms of the Stock Incentive Plan. For the avoidance of any doubt, any payments or benefits provided under this Section 6(d) shall not duplicate or be combined with any payments or benefits owed under Section 6(c).