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

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. During the time period from the Effective Date through the third (3rd) anniversary of the Effective Date, in the event a Change in Control occurs and if the Company terminates your employment without Cause or if you resign your employment for Good Reason, in either case within the period beginning three (3) months before, and ending twelve (12) months following, such Change in Control; and provided that (except with respect to the Accrued Compensation) you deliver to the Company the signed Release and satisfy all conditions to make the Release effective within sixty (60) days following your termination of employment, then, (in lieu of any benefits pursuant to Section 7(b)), you shall be entitled to: i. the Accrued Compensation; ii. a lump sum payment equal to six (6) months of your then-current Base Salary, less required deductions and withholdings; iii. a lump sum payment equal to fifty percent (50%) of your Target Bonus for the then-current fiscal year less any quarterly payment previously paid, if any, subject to required deductions and withholdings; iv. a payment of the COBRA premiums (or reimbursement to you of such premiums) for continued health coverage for you and your dependents for a period of six (6) months; and v. immediate acceleration of one hundred percent (100%) of the number of then-unvested shares subject to equity grants, unless otherwise provided (and to the extent specified) by the terms of such grants. Notwithstanding the foregoing, nothing in this Section 7 shall reduce your obligations under Section 3(b) of this Agreement.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. During the time period from the Effective Date through the third (3rd) anniversary of the Effective Date, in the event a Change in Control occurs and if the Company terminates your employment without Cause or if you voluntarily resign your employment for Good Reason, in either case within the period beginning three (3) months before, and ending twelve (12) months following, such Change in Control; and provided that (except with respect to the Accrued Compensation) you deliver to the Company the signed Release and satisfy all conditions to make the Release effective within sixty (60) days following your termination of employment, then, (in lieu of any benefits pursuant to Section 7(b8(b)), you shall be entitled to: i. the Accrued Compensation; ii. a lump sum payment equal to six (6) months of your then-current Base Salary, less required deductions and withholdings; iii. a lump sum payment equal to fifty percent (50%) of your Target Bonus for the then-current fiscal year less any quarterly payment previously paid, if any, subject to required deductions and withholdings; iv. a payment of the COBRA premiums (or reimbursement to you of such premiums) for continued health coverage for you and your dependents for a period of six (6) months; and v. immediate acceleration of one hundred percent (100%) of the number of then-unvested shares subject to equity grants, unless otherwise provided (and to the extent specified) by the terms of such grants. Notwithstanding the foregoing, nothing in this Section 7 8 shall reduce your obligations under Section 3(b) or Section 6 of this Agreement.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. During the time period from the Effective Start Date through the third (3rd) anniversary of the Effective Start Date, in the event a Change in Control occurs and if the Company terminates your employment without Cause or if you resign your employment for Good Reason, in either case within the period beginning three (3) months before, and ending twelve (12) months following, such Change in Control; and provided that (except with respect to the Accrued Compensation) you deliver to the Company the signed Release and satisfy all conditions to make the Release effective within sixty (60) days following your termination of employment, then, (in lieu of any benefits pursuant to Section 7(b8(b)), you shall be entitled to: i. the Accrued Compensation; ii. a lump sum payment equal to six (6) months of your then-current Base Salary, less required deductions and withholdings; iii. a lump sum payment equal to fifty percent (50%) of your Target Bonus for the then-current fiscal year less any quarterly payment previously paid, if any, subject to required deductions and withholdings; iv. a payment of the COBRA premiums (or reimbursement to you of such premiums) for continued health coverage for you and your dependents for a period of six (6) months; and v. immediate acceleration of one hundred percent (100%) of the number of then-unvested shares subject to equity grants, unless otherwise provided (and to the extent specified) by the terms of such grants. Notwithstanding the foregoing, nothing in this Section 7 shall reduce your obligations under Section 3(b) of this Agreement.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. During the time period from the Effective Date through the third (3rd) anniversary of the Effective Date, in In the event a Change in Control occurs and if the Company terminates your employment without Cause or if you resign your employment for Good Reason, in either case within the period beginning three (3) months before, and ending twelve (12) months following, such Change in Control; and provided that (except with respect to the Accrued Compensation) you deliver to the Company the signed Release and satisfy all conditions to make the Release effective within sixty (60) days following your termination of employment, then, (in lieu of any benefits pursuant to Section 7(b)), you shall be entitled to: i. the Accrued Compensation; ii. a lump sum payment equal to six (6) months of your then-current Base Salary, less required deductions and withholdings; iii. a lump sum payment equal to fifty percent (50%) of your Target Bonus for the then-current fiscal year less any quarterly payment previously paid, if any, subject to required deductions and withholdings; iv. a payment of the COBRA premiums (or reimbursement to you of such premiums) for continued health coverage for you and your dependents for a period of six (6) months; and v. immediate acceleration of one hundred percent (100%) of the number of then-unvested shares subject to equity grants, unless otherwise provided (and to the extent specified) by the terms of such grants. Notwithstanding the foregoing, nothing in this Section 7 shall reduce your obligations under Section 3(b) of this Agreement.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. During the time period from the Effective Date through the third (3rd) anniversary of the Effective Date, in In the event a Change in Control occurs and if the Company terminates your employment without Cause or if you resign your employment for Good Reason, in either case within the period beginning three one (31) months month before, and ending twelve (12) months following, such Change in Control; and provided that (except with respect to the Accrued Compensation) you deliver to the Company the signed Release and satisfy all conditions to make the Release effective within sixty (60) days following your termination of employment, then, (in lieu of any benefits pursuant to Section 7(b8(b)), you shall be entitled to: i. the Accrued Compensation; ii. a lump sum payment equal to six twenty-four (624) months of your then-current Base Salary, less required deductions and withholdings; iii. a lump sum payment equal to fifty percent (50%) of your Target Bonus for the then-current fiscal year less any quarterly payment previously paid, if any, subject to required deductions and withholdings; iv. a payment of the COBRA premiums (provided you timely elect COBRA coverage) by the Company to its insurer (or reimbursement to you of such premiums) for continued health coverage for you and your eligible dependents for a period until the earlier of six (6x) eighteen (18) months; or (y) the date you become covered under a group health plan of another employer; and v. immediate acceleration of one hundred percent (iv. with respect to the Option and any other outstanding equity award the vesting shall accelerate and become vested and exercisable as to 100%) % of the number of then-unvested shares subject to the Option and other equity grants, unless otherwise provided (and awards effective immediately prior to the extent specified) by the terms of such grants. Notwithstanding the foregoing, nothing Change in this Section 7 shall reduce your obligations under Section 3(b) of this AgreementControl.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. During the time period from the Effective Date through the third (3rd) anniversary of the Effective Date, in In the event a Change in Control occurs and if the Company terminates your employment without Cause or if you resign your employment for Good Reason, in either case within the period beginning three one (31) months month before, and ending twelve (12) months following, such Change in Control; and provided that (except with respect to the Accrued Compensation) you deliver to the Company the signed Release and satisfy all conditions to make the Release effective within sixty (60) days following your termination of employment, then, (in lieu of any benefits pursuant to Section 7(b8(b)), you shall be entitled to: i. the Accrued Compensation; ii. a lump sum payment equal to six eighteen (618) months of your then-current Base Salary, less required deductions and withholdings; iii. a lump sum payment equal to fifty percent (50%) of your Target Bonus for the then-current fiscal year less any quarterly payment previously paid, if any, subject to required deductions and withholdings; iv. a payment of the COBRA premiums (provided you timely elect COBRA coverage) by the Company to its insurer (or reimbursement to you of such premiums) for continued health coverage for you and your eligible dependents for a period until the earlier of six (6x) Twelve (12) months; or (y) the date you become covered under a group health plan of another employer; and v. immediate acceleration of one hundred percent (iv. with respect to the Option and any other outstanding equity award the vesting shall accelerate and become vested and exercisable as to 100%) % of the number of then-unvested shares subject to the Option and other equity grants, unless otherwise provided (and awards effective immediately prior to the extent specified) by the terms of such grants. Notwithstanding the foregoing, nothing Change in this Section 7 shall reduce your obligations under Section 3(b) of this AgreementControl.