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

Termination Without Cause or Resignation for Good Reason Following a Change in Control. In the event that, within twelve (12) months following a Change in Control, Employee is terminated other than for Cause or Employee resigns for Good Reason, Employee will receive Employee’s base salary then in effect, any bonus then earned and payable, if applicable, and accrued and unused paid time off, each prorated to the date of termination or resignation, and, subject to the last sentence of this Section 7.4: continuation of his base salary for a period of six (6) months from the date of termination or resignation, payable in accordance with Northstar’s regular payroll cycle; full acceleration of all of the then-unvested shares subject to stock options held by the Employee; and should Employee timely elect COBRA insurance continuation coverage, reimbursement at a rate equal to the amount contributed by Northstar for his insurance coverage premium effective as of the date of termination or resignation for twelve (12) months following termination or resignation. Employee’s receipt of the severance, vesting and COBRA benefits set forth in this Section 7.4 are subject to employee: (a) complying with all surviving provisions of this Agreement as specified in Section 12.7 below; and (b) executing a full general release in a form acceptable to Northstar, releasing all claims, known or unknown, that Employee may have against Northstar or its officers, directors, employees or agents arising out of or any way related to Employee’s employment, termination or resignation of employment with Northstar.

Termination Without Cause or Resignation for Good Reason Following a Change in Control. In the event that, within twelve (12) months following a Change in Control, Employee is terminated other than for Cause or Employee resigns for Good Reason, Employee will receive Employee’s base salary then in effect, any bonus then earned and payable, if applicable, and accrued and unused paid time off, each prorated to the date of termination or resignation, and, subject to the last sentence of this Section 7.4: continuation of his base salary for a period of six twelve (612) months from the date of termination or resignation, payable in accordance with Northstar’s regular payroll cycle; full acceleration of all of the then-unvested shares subject to stock options held by the Employee; and should Employee timely elect COBRA insurance continuation coverage, reimbursement at a rate equal to the amount contributed by Northstar for his insurance coverage premium effective as of the date of termination or resignation for twelve (12) months following termination or resignation. Employee’s receipt of the severance, vesting and COBRA benefits set forth in this Section 7.4 are subject to employee: (a) complying with all surviving provisions of this Agreement as specified in Section 12.7 below; and (b) executing a full general release in a form acceptable to Northstar, releasing all claims, known or unknown, that Employee may have against Northstar or its officers, directors, employees or agents arising out of or any way related to Employee’s employment, termination or resignation of employment with Northstar.

Termination Without Cause or Resignation for Good Reason Following a Change in Control. In the event that, within twelve (12) months following a Change in Control, Employee is terminated other than for Cause or Employee resigns for Good Reason, Employee will receive Employee’s base salary then in effect, effect and any bonus then earned and payable, if applicable, and accrued and unused paid time off, each prorated to the date of termination or resignation, and, subject to the last sentence of this Section 7.4: continuation of his base salary for a period of 7.4,a severance payment equal to six (6) months from of Employee’s base salary then in effect, (but in no event less than the date greater of termination $96,000 or resignation50% of Employee’s highest annualized base salary paid during the preceding 24 months), payable in accordance with Northstarfull promptly following Employee’s regular payroll cycleexecution of the release referenced in this Section 7.4 and the expiration of any applicable revocation period; full acceleration of all of the then-unvested shares subject to stock options held by the Employee; any earned bonus for which Employee was eligible, prorated to the date of termination or resignation to be paid out according to Northstar’s normal pay-out schedule after Northstar has determined whether a bonus is payable and, if so, the amount of such prorated bonus; and should Employee timely elect COBRA insurance continuation coverage and remain eligible for such coverage, reimbursement at a rate equal to the amount contributed by Northstar for his Employee’s insurance coverage premium effective as of the date of termination or resignation for twelve (12) months following termination or resignation, upon proof of payment by Employee. Employee’s receipt of the severance, vesting and COBRA benefits set forth in this Section 7.4 are subject to employee: (a) complying with all surviving provisions of this Agreement as specified in Section 12.7 below; and (b) executing a full general release in a form acceptable to Northstar, releasing all claims, known or unknown, that Employee may have against Northstar or its officers, directors, employees or agents arising out of or any way related to Employee’s employment, termination or resignation of employment with NorthstarNorthstar and such release becoming effective in accordance with its terms no later than ninety (90) days following such termination or resignation.

Termination Without Cause or Resignation for Good Reason Following a Change in Control. In the event that, within twelve (12) months following a Change in Control, Employee is terminated other than for Cause or Employee resigns for Good Reason, Employee will receive Employee’s base salary then in effect, any bonus then earned and payable, if applicable, and accrued and unused paid time off, each prorated to the date of termination or resignation, and, subject to the last sentence of this Section 7.4: continuation of his base salary for a period of six nine (69) months from the date of termination or resignation, payable in accordance with Northstar’s regular payroll cycle; full acceleration of all of the then-unvested shares subject to stock options held by the Employee; and should Employee timely elect COBRA insurance continuation coverage, reimbursement at a rate equal to the amount contributed by Northstar for his insurance coverage premium effective as of the date of termination or resignation for twelve (12) months following termination or resignation. Employee’s receipt of the severance, vesting and COBRA benefits set forth in this Section 7.4 are subject to employee: (a) complying with all surviving provisions of this Agreement as specified in Section 12.7 below; and (b) executing a full general release in a form acceptable to Northstar, releasing all claims, known or unknown, that Employee may have against Northstar or its officers, directors, employees or agents arising out of or any way related to Employee’s employment, termination or resignation of employment with Northstar.

Termination Without Cause or Resignation for Good Reason Following a Change in Control. In the event that, within twelve (12) months following a Change in Control, Employee is terminated other than for Cause or Employee resigns for Good Reason, Employee will receive Employee’s base salary then in effect, any bonus then earned and payable, if applicable, and accrued and unused paid time off, each prorated to the date of termination or resignation, and, subject to the last sentence of this Section 7.4: continuation of his her base salary for a period of six (6) months from the date of termination or resignation, payable in accordance with Northstar’s regular payroll cycle; full acceleration of all of the then-unvested shares subject to stock options held by the Employee; and should Employee timely elect COBRA insurance continuation coverage, reimbursement at a rate equal to the amount contributed by Northstar for his her insurance coverage premium effective as of the date of termination or resignation for twelve (12) months following termination or resignation. Employee’s receipt of the severance, vesting and COBRA benefits set forth in this Section 7.4 are subject to employee: (a) complying with all surviving provisions of this Agreement as specified in Section 12.7 below; and (b) executing a full general release in a form acceptable to Northstar, releasing all claims, known or unknown, that Employee may have against Northstar or its officers, directors, employees or agents arising out of or any way related to Employee’s employment, termination or resignation of employment with Northstar.

Termination Without Cause or Resignation for Good Reason Following a Change in Control. In the event that, within twelve (12) months following a Change in Control, Employee is terminated other than for Cause or Employee resigns for Good Reason, Employee will receive Employee’s base salary then in effect, any bonus then earned and payable, if applicable, and accrued effect and unused paid time off, each prorated to the date of termination or resignation, and, subject to the last sentence of this Section 7.4: continuation of his a severance payment equivalent to Employee’s base salary for a period of six (6) months from the date of termination or resignationmonths, payable in accordance with Northstar’s regular payroll cycle; full acceleration of all of the then-unvested shares subject to stock options held by the Employee; any earned bonus for which Employee was eligible, prorated to the date of termination or resignation to be paid out according to Northstar’s pay-out schedule after Northstar is able to determine whether a bonus is payable and, if so, the amount of such prorated bonus; and should Employee timely elect COBRA insurance continuation coverage and remain eligible for such coverage, reimbursement at a rate equal to the amount contributed by Northstar for his Employee’s insurance coverage premium effective as of the date of termination or resignation for twelve (12) months following termination or resignation, upon proof of payment by Employee. Employee’s receipt of the severance, vesting and COBRA benefits set forth in this Section 7.4 are subject to employee: (a) complying with all surviving provisions of this Agreement as specified in Section 12.7 below; and (b) executing a full general release in a form acceptable to Northstar, releasing all claims, known or unknown, that Employee may have against Northstar or its officers, directors, employees or agents arising out of or any way related to Employee’s employment, termination or resignation of employment with Northstar.