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, in connection with or within twelve (12) months following a Change in Control, Employee is terminated other than for Cause or Employee resigns as a result of any of the following, without Employee’s written consent: (i) a material adverse change both in Employee’s duties and title, as measured against Employee’s title and duties immediately prior to such change; (ii) any reduction by Company in amount greater than 10% in Employee’s base salary as in effect immediately prior to such reduction, other than a reduction applied generally to executive officers of Company; or (iii) the office at which Employee is required to report is relocated by more than fifty (50) miles from Company’s present location, without Employee’s consent (each, a “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: (a) the aggregate amount of Employee’s base salary and annual corporate performance bonus during the previous twelve (12) months, payable on a pro rated basis in accordance with Company’s regular payroll cycle for a period of twelve (12) months; (b) full acceleration of all of the then-unvested shares subject to equity incentive awards held by Employee; and (c) should Employee timely elect COBRA insurance continuation coverage, reimbursement at a rate equal to the amount contributed by Company for Employee’s 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: (X) complying with all surviving provisions of this Agreement as specified in Section 12.7 below; and (Y) executing at the time of Employee’s termination of employment and within the same taxable year or, if later, before the expiration of any applicable statutory revocation period, a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company or its officers, directors, employees or agents arising out of or any way related to Employee’s employment, termination or resignation of employment with Company. For avoidance of doubt, Employee’s voluntary termination of employment other than for Good Reason or Employee’s termination for Cause will not give rise to any rights under this Section 7.4.

Termination Without Cause or Resignation for Good Reason Following a Change in Control. In the event that, in connection with or within twelve (12) months following a Change in Control, Employee is terminated other than for Cause or Employee resigns as a result of any of the following, without Employee’s written consent: (i) a material adverse change both in Employee’s duties and title, as measured against Employee’s title and duties immediately prior to such change; or (ii) any reduction by Company in amount greater than 10% in Employee’s base salary as in effect immediately prior to such reduction, other than a reduction applied generally to executive officers of Company; or (iii) the office at which Employee is required to report is relocated by more than fifty (50) miles from Company’s present location, without Employee’s consent Company (each, a “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: (a) the aggregate amount of Employee’s base salary and annual corporate performance bonus during the previous twelve (12) months, payable on a pro rated basis in accordance with Company’s regular payroll cycle for a period of twelve (12) months; (b) full acceleration of all of the then-unvested shares subject to equity incentive awards held by Employee; and (c) should Employee timely elect COBRA insurance continuation coverage, reimbursement at a rate equal to the amount contributed by Company for Employee’s 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: (X) complying with all surviving provisions of this Agreement as specified in Section 12.7 below; and (Y) executing at the time of Employee’s termination of employment and within the same taxable year or, if later, before the expiration of any applicable statutory revocation period, a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company or its officers, directors, employees or agents arising out of or any way related to Employee’s employment, termination or resignation of employment with Company. For avoidance of doubt, Employee’s voluntary termination of employment other than for Good Reason or Employee’s termination for Cause will not give rise to any rights under this Section 7.4.

Termination Without Cause or Resignation for Good Reason Following a Change in Control. In the event that, in connection with or within twelve (12) months following a Change in Control, Employee is terminated other than for Cause or Employee resigns as a result of any of the following, without Employee’s written consent: (i) a material adverse change both in Employee’s duties and title, as measured against Employee’s title and duties immediately prior to such change; (ii) any reduction by Company in amount greater than 10% in Employee’s base salary as in effect immediately prior to such reduction, other than a reduction applied generally to executive officers of Company; or (iii) the office at which Employee is required to report is relocated by more than fifty (50) miles from Company’s present location, without Employee’s consent (each, a “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: 7.4,a severance payment equal to six (a6) the aggregate amount months of Employee’s base salary and annual corporate performance bonus then in effect, (but in no event less than the greater of $96,000 or 50% of Employee’s highest annualized base salary paid during the previous twelve (12) preceding 24 months), payable on a pro rated basis in accordance with Companyfull promptly following Employee’s regular payroll cycle for a period execution of twelve (12) monthsthe release referenced in this Section 7.4 and the expiration of any applicable revocation period; (b) full acceleration of all of the then-unvested shares subject to equity incentive awards 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 (c) should Employee timely elect COBRA insurance continuation coverage and remain eligible for such coverage, reimbursement at a rate equal to the amount contributed by Company Northstar for 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: (Xa) complying with all surviving provisions of this Agreement as specified in Section 12.7 below; and (Yb) executing at the time of Employee’s termination of employment and within the same taxable year or, if later, before the expiration of any applicable statutory revocation period, a full general release in a form acceptable to CompanyNorthstar, releasing all claims, known or unknown, that Employee may have against Company 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 Company. For avoidance of doubt, Employee’s voluntary Northstar and such release becoming effective in accordance with its terms no later than ninety (90) days following such termination of employment other than for Good Reason or Employee’s termination for Cause will not give rise to any rights under this Section 7.4resignation.

Termination Without Cause or Resignation for Good Reason Following a Change in Control. In the event that, in connection with or within twelve (12) months following a Change in Control, Employee is terminated other than for Cause or Employee resigns as a result of any of the following, without Employee’s written consent: (i) a material adverse change both in Employee’s duties and title, as measured against Employee’s title and duties immediately prior to such change; or (ii) any reduction by Company in amount greater than 10% in Employee’s base salary as in effect immediately prior to such reduction, other than a reduction applied generally to executive officers of Company; or (iii) the office at which Employee is required to report is relocated by more than fifty (50) miles from Company’s present location, without Employee’s consent Company (each, a “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 penultimate sentence of this Section 7.4: (a) the aggregate amount of Employee’s annual base salary salary, and annual corporate performance bonus earned during the previous twelve six (126) months, payable on a pro rated basis in accordance with Company’s regular payroll cycle for a period of twelve six (126) months; (b) full acceleration of all of the then-unvested shares subject to equity incentive awards held by Employee; and (c) should Employee timely elect COBRA insurance continuation coverage, reimbursement at a rate equal to the amount contributed by Company for Employee’s insurance coverage premium effective as of the date of termination or resignation for twelve six (126) 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: (X) complying with all surviving provisions of this Agreement as specified in Section 12.7 below; and (Y) executing at the time of Employee’s termination of employment and within the same taxable year or, if later, before the expiration of any applicable statutory revocation period, a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company or its officers, directors, employees or agents arising out of or any way related to Employee’s employment, termination or resignation of employment with Company. For avoidance of doubt, Employee’s voluntary termination of employment other than for Good Reason or Employee’s termination for Cause will not give rise to any rights under this Section 7.4.

Termination Without Cause or Resignation for Good Reason Following a Change in Control. In the event that, in connection with or within twelve (12) months following a Change in Control, Employee is terminated other than for Cause or Employee resigns as a result of any of the following, without Employee’s written consent: (i) a material adverse change both in Employee’s duties and title, as measured against Employee’s title and duties immediately prior to such change; or (ii) any reduction by Company in amount greater than 10% in Employee’s base salary as in effect immediately prior to such reduction, other than a reduction applied generally to executive officers of Company; or (iii) the office at which Employee is required to report is relocated by more than fifty (50) miles from Company’s present location, without Employee’s consent Company (each, a “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 penultimate sentence of this Section 7.4: (a) the aggregate amount of Employee’s annual base salary salary, and annual corporate performance bonus earned during the previous twelve (12) months, payable on a pro rated basis in accordance with Company’s regular payroll cycle for a period of twelve (12) months; (b) full acceleration of all of the then-unvested shares subject to equity incentive awards held by Employee; and (c) should Employee timely elect COBRA insurance continuation coverage, reimbursement at a rate equal to the amount contributed by Company for Employee’s 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: (X) complying with all surviving provisions of this Agreement as specified in Section 12.7 below; and (Y) executing at the time of Employee’s termination of employment and within the same taxable year or, if later, before the expiration of any applicable statutory revocation period, a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company or its officers, directors, employees or agents arising out of or any way related to Employee’s employment, termination or resignation of employment with Company. For avoidance of doubt, Employee’s voluntary termination of employment other than for Good Reason or Employee’s termination for Cause will not give rise to any rights under this Section 7.4.