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

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If the Company terminates Executive’s employment without Cause, or if Executive resigns for Good Reason, upon the occurrence of, or within thirty (30) days prior to, or within six (6) months following, the effective date of a Change of Control, the Company shall pay Executive the Termination Amounts, less standard deductions and withholdings. In addition, subject to Executive furnishing to the Company an executed Release within the time period specified therein, and allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance in the form of a lump sum payment equivalent to the greater of twelve (12) months of his Base Salary (at the Base Salary rate in effect at the time of termination, but prior to any reduction triggering Good Reason) or the remaining Term; (2) payment of Executive’s premiums to cover COBRA for a period of eighteen (18) months following the termination date; (3) a prorated annual bonus equal to the target Annual Bonus, if any, for the year of termination multiplied by a fraction, the numerator of which shall be the number of full and partial months Executive worked for the Company and the denominator of which shall be 12, and (4) immediate accelerated vesting of any unvested Restricted Shares and unvested outstanding stock option(s). These payments under (1), (2), and (3) above, will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in the first payroll period that follows such effective date.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If the Company terminates Executive’s employment without Cause, or if Executive resigns for Good Reason, upon the occurrence of, or within thirty (30) days prior to, or within six (6) months following, the effective date of a Change of Control, the Company shall pay Executive the Termination Amounts, less standard deductions and withholdings. In addition, subject to Executive furnishing to the Company an executed Release within the time period specified therein, and allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance in the form of a lump sum payment equivalent to the greater of twelve eighteen (1218) months of his Base Salary (at the Base Salary rate in effect at the time of termination, but prior to any reduction triggering Good Reason) or the remaining Term); (2) payment of Executive’s premiums to cover COBRA for a period of eighteen (18) months following the termination date; (3) a prorated annual bonus equal to the target Annual Milestone Bonus, if any, for the year of termination multiplied by a fraction, the numerator of which shall be the number of full and partial months Executive worked for the Company and the denominator of which shall be 12, and (4) immediate accelerated vesting of any unvested Restricted Shares and unvested outstanding stock option(s). These payments under (1), (2), ) and (3) above, above will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in the first payroll period that follows such effective date.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If the Company terminates Executive’s employment without Cause, or if Executive resigns for Good Reason, upon the occurrence of, or within thirty (30) days prior to, or within six (6) months following, the effective date of a Change of Control, the Company shall pay Executive the Termination Amounts, less standard deductions and withholdings. In addition, subject to Executive furnishing to the Company an executed Release within the time period specified therein, and allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance in the form of a lump sum payment equivalent to the greater of twelve one (121) months year of his Base Salary (at the Base Salary rate in effect at the time of termination, but prior to any reduction triggering Good Reason) or the remaining Term; (2) payment of Executive’s premiums to cover COBRA for a period of eighteen twelve (1812) months following the termination date; (3) a prorated annual bonus equal to the target Annual Milestone Bonus, if any, for the year of termination (150% of Executive’s compensation) multiplied by a fraction, the numerator of which shall be the number of full and partial months Executive worked for the Company and the denominator of which shall be 12, and (4) immediate accelerated vesting of any unvested Restricted Shares and unvested shares subject to any outstanding stock option(s), such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%) of the shares subject to such option(s). Executive shall provide transition services for a period of up to six months, if requested. These payments under (1), (2), and (3) above, will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in the first payroll period that follows such effective date.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If the Company terminates Executive’s employment without Cause, or if Executive resigns for Good Reason, upon the occurrence of, or within thirty sixty (3060) days prior to, or within six (6) months following, the effective date of a Change of Control, the Company shall pay Executive the Termination Amounts (on the dates set forth in Section 4.5.1 with respect to payments of the Termination Amounts), less standard deductions and withholdings. In addition, subject to Executive furnishing to the Company an the executed Release within the time period specified thereinRelease, and allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance in the form of a lump sum payment equivalent to the greater of twelve eighteen (1218) months of his Base Salary (at the Base Salary rate in effect at the time of termination, but prior to any reduction triggering Good Reason) or the remaining Term); (2) payment of Executive’s premiums to cover COBRA for a period of eighteen (18) months following the termination date; (3) a prorated annual bonus equal to the target ProRated Target Annual Bonus, if any, for the year of termination multiplied by a fraction, the numerator of which shall be the number of full and partial months Executive worked for the Company and the denominator of which shall be 12, and ; (4) immediate accelerated vesting of any unvested Restricted Shares and unvested outstanding stock option(s); and (5) if a License Transaction and/or a Change in Control is consummated within the six (6) month period following the termination date, the License Transaction Bonus and/or the Change in Control Bonus, as applicable. These The payments under items (1), (2), ) and (3) above, will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cyclecycle following the sixtieth (60th) day after the termination date. The License Transaction Bonus and/or the Change in Control Bonus (less applicable withholdings and deductions), providedas applicable, howeverset forth in (5) above, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in accordance on such date(s) that such payments would have been made pursuant to Section 3.2.2 and/or 3.2.3 (as applicable) if Executive had remained employed by the first payroll period that follows such effective dateCompany.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If the Company terminates Executive’s employment is terminated by the Company without Cause, Cause or if by Executive resigns for Good Reason, upon and the occurrence of, or within thirty (30) days prior to, or within six (6) months following, the effective date of termination is in connection with a Change of Control, the Company shall pay Executive the Termination Amounts, less standard deductions and withholdings. In additionthen, subject to Section 4, Executive furnishing will receive: (i) continued payment of his or her base salary for a period of the period of 12 months following the date of the termination (the “Continuance Period”) (such that the amount paid in each month shall be the same but if the separation agreement and release of claims are not complete within the first sixty (60) days that the initial payment shall include any other payments that would have been made prior to the Company an executed Release within completion of the time period specified thereinseparation agreement and release of claims), if Executive is entitled to receive payments under this Section 3(a)), (iii) reimbursement for any applicable premiums to continue coverage for Executive and allowing Executive’s eligible dependents under the Release Company’s Benefit Plans for the Continuance Period, or, if earlier, until Executive is eligible for similar benefits from another employer (provided Executive validly elects to become effective in accordance with its termscontinue coverage under applicable law), then Executive shall be entitled to: (1iv) severance in twelve months accelerated vesting of equity awards (whether such equity awards were granted prior to or on or after the form of Effective Date); and (iv) a lump sum payment equivalent equal to the greater of twelve (12) months of his Base Salary (at the Base Salary rate in effect at the time of termination, but prior to any reduction triggering Good Reason) or the remaining Term; (2) payment of Executive’s premiums to cover COBRA annual on-target bonus, commissions or variable earnings, assuming Company performance at 100% of target for a period of eighteen (18) months following the termination date; (3) a prorated annual Company bonus equal to the target Annual Bonus, if any, for the year of termination multiplied by a fraction, the numerator of which shall be the number of full and partial months Executive worked for the Company and the denominator of which shall be 12, and (4) immediate accelerated vesting of any unvested Restricted Shares and unvested outstanding stock option(s). These payments under (1), (2), and (3) above, will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in the first payroll period that follows such effective dateor commissions determination.”

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If the Company terminates Executive’s employment without Cause, or if Executive resigns for Good Reason, upon the occurrence of, or within thirty (30thirty(30) days prior to, or within six (6) months following, the effective date of a Change of Control, the Company shall pay Executive the Termination Amounts, less standard deductions and withholdings. In addition, subject to Executive furnishing to the Company an executed Release within the time period specified therein, and allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance in the form of a lump sum payment equivalent equal to the greater of twelve (12) months of his Base Salary (at the Base Salary rate in effect at the time of termination, but prior to any reduction triggering Good Reason) or the remaining Term, which amount shall be paid in twelve (12) equal monthly installments; provided, however, that Executive’s entitlement to the benefits set forth in clause (1) above shall be limited to twelve (12) months of his Base Salary in the event such termination of Employment under the terms of this Section 4.5.4 occurs on or prior to one hundred eighty (180) days from the Effective Date; provided further, in the event Executive finds alternative full-time employment during such twelve (12) month period following the date of termination of Executive’s employment with an entity that is not, directly or indirectly, in competition with the business of the Company, such remaining severance payments shall be reduced by any compensation paid to Executive by such entity, and, in the event that Executive finds alternative full- or part-time employment with an entity that is, directly or indirectly, in competition with the business of the Company, any remaining severance payments shall terminate and be of no further force and effect; (2) payment of Executive’s premiums to cover COBRA for a period of eighteen twelve (1812) months following the termination date; (3) a prorated annual bonus equal to the target Annual Milestone Bonus, if any, for the year of termination multiplied by a fraction, the numerator of which shall be the number of full and partial months Executive worked for the Company and the denominator of which shall be 12, and (4) immediate accelerated vesting of any unvested Restricted Shares and unvested outstanding stock option(s). These payments under (1), (2), and (3) above, will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in the first payroll period that follows such effective date.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If the Company terminates Executive’s employment without Cause, or if Executive resigns for Good Reason, upon the occurrence of, or within thirty (30) days prior to, or within six (6) months following, the effective date of a Change of Control, the Company shall pay Executive the Termination Amounts, less standard deductions and withholdings. In addition, subject to Executive furnishing to the Company an executed Release within the time period specified therein, and allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance in the form of a lump sum payment equivalent to the greater of twelve nine (129) months of his Base Salary (at the Base Salary rate in effect at the time of termination, but prior to any reduction triggering Good Reason) or the remaining Term); (2) payment of Executive’s premiums to cover COBRA for a period of eighteen nine (189) months following the termination date; (3) a prorated annual bonus equal to the target Annual Milestone Bonus, if any, for the year of termination multiplied by a fraction, the numerator of which shall be the number of full and partial months Executive worked for the Company and the denominator of which shall be 12, and (4) immediate accelerated vesting of any unvested Restricted Shares and unvested outstanding stock option(s). These payments under (1), (2), and (3) above, will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in the first payroll period that follows such effective date.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If the Company terminates Executive’s employment without Cause, or if Executive resigns for Good Reason, upon the occurrence of, or within thirty (30) days prior to, or within six (6) months following, the effective date of a Change of Control, the Company shall pay Executive the Termination Amounts, less standard deductions and withholdings. In addition, subject to Executive furnishing to the Company an executed Release within the time period specified therein, and allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance in the form of a lump sum payment equivalent to the greater of twelve (12) months of his Base Salary (at the Base Salary rate in effect at the time of termination, but prior to any reduction triggering Good Reason) or the remaining Term; (2) payment of Executive’s premiums to cover COBRA for a period of eighteen twelve (1812) months following the termination date; (3) a prorated annual bonus equal to the target Annual Milestone Bonus, if any, for the year of termination multiplied by a fraction, the numerator of which shall be the number of full and partial months Executive worked for the Company and the denominator of which shall be 12, and (4) immediate accelerated vesting of any unvested Restricted Shares and unvested outstanding stock option(s). These payments under (1), (2), and (3) above, will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in the first payroll period that follows such effective date.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If the Company terminates Executive’s 's employment without Cause, or if Executive resigns for Good Reason, upon the occurrence of, or within thirty (30) days prior to, or within six (6) months following, the effective date of a Change of Control, the Company shall pay Executive the Termination Amounts, less standard deductions and withholdings. In addition, subject to Executive furnishing to the Company an executed Release within the time period specified therein, and allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance in the form of a lump sum payment equivalent to the greater of twelve (12) months of his her Base Salary (at the Base Salary rate in effect at the time of termination, but prior to any reduction triggering Good Reason) or the remaining Term); (2) payment of Executive’s 's premiums to cover COBRA for a period of eighteen twelve (1812) months following the termination date; (3) a prorated annual bonus equal to the target Annual Bonus, if any, for the year of termination multiplied by a fraction, the numerator of which shall be the number of full and partial months Executive worked for the Company and the denominator of which shall be 12, and (4) immediate accelerated vesting of any unvested Restricted Shares and unvested outstanding stock option(s). These payments under (1), (2), and (3) above, will be subject to standard payroll deductions and withholdings and will be made on the Company’s 's regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in the first payroll period that follows such effective date.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If the Company terminates Executive’s employment without Cause, or if Executive resigns for Good Reason, upon the occurrence of, or within thirty (30) days prior to, or within six (6) months following, the effective date of following a Change of Controlin Control (as defined below), Executive’s employment under this Agreement is terminated by the Company shall pay without Cause or Executive the Termination Amountsresigns for Good Reason, less standard deductions and withholdings. In additionthen, subject to Executive furnishing in addition to the Company an executed amounts described in Section 4.5.1, and conditioned upon Executive executing and not revoking the Release within the time period periods specified therein, and allowing the Release to become effective in accordance with its terms, then Executive shall be entitled toCompany will provide the following separation benefits: (1i) severance the Company will continue Executive’s Base Salary (at the rate in effect as of the form of termination) for a lump sum payment equivalent to the greater period of twelve (12) months of his Base Salary beginning on the sixtieth (at 60th) day following the Base Salary rate in effect at the time of termination, but prior to any reduction triggering Good Reason) or the remaining Term; (2) payment termination of Executive’s premiums employment with the Company, (ii) Executive shall be entitled to cover COBRA for a period pro-rata share of eighteen (18) months following the termination date; (3) a prorated annual bonus equal to the target Annual Bonus, if any, Milestone Bonus for the year of in which the termination multiplied by a fractionoccurred, the numerator of which shall to be the number of full paid when and partial months Executive worked for the Company and the denominator of which shall be 12if such Annual Milestone Bonus would have been paid under this Agreement, and (4iii) immediate Executive will be entitled to accelerated vesting of any unvested Restricted Shares and unvested shares subject to any outstanding stock option(s), such that, on the effective date of the Release, Executive shall be vested in one hundred percent (100%) of the shares subject to such option(s). These The continued Base Salary payments under (1), (2), and (3) above, will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, providedcommencing on the sixtieth (60th) day following the termination of Executive’s employment with the Company, howeverprovided that the Company, that any in its sole discretion, may begin the payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in the first payroll period that follows such effective dateearlier.