Common use of Termination Without Cause or Resignation For Good Reason in Connection with Clause in Contracts

Termination Without Cause or Resignation For Good Reason in Connection with. a Change in Control. If, within the three (3) months immediately preceding or twelve (12) months immediately following the effective date of a Change in Control, Executive’s employment terminates due to an involuntary termination (not including death or Complete Disability) without Cause, or due to Executive’s voluntary resignation for Good Reason, the Company shall pay Executive all Base Salary, accrued and unused paid time off benefits and any accrued bonuses determined by the Board to have been earned by Executive in accordance with Section 2.2 and any other accrued benefits, in each case as earned through the date of termination, and any unreimbursed expenses incurred in accordance with Company policy, at the rates in effect at the time of such termination, less standard deductions and withholdings. In addition, upon Executive’s furnishing to the Company the Release and Waiver within the time frame set forth therein, but in no event later than forty-five (45) days following Executive’s termination date, Executive shall be entitled to: (1) a single lump-sum payment in an amount equal to twelve (12) months of Executive’s then-current Base Salary, subject to standard payroll deductions and withholdings, payable within ten (10) business days of the date the Release and Waiver becomes effective; and (2) provided that Executive timely elect such coverage, the continuation of Executive’s group health continuation coverage under COBRA at the Company’s expense for a period of twelve (12) months following the termination date; provided, however, that in the event Executive becomes eligible for comparable group insurance coverage in connection with new employment, such COBRA premium payments by the Company shall terminate immediately; and (3) the vesting of the shares subject to each of Executive’s Equity Awards and Stock Options shall be accelerated such that one hundred percent (100%) of said shares shall be deemed fully-vested and, if applicable, immediately exercisable effective as of the date of such termination. In the event Executive is eligible for Change In Control Severance Benefits under this Section 3.4, Executive is not eligible for any Severance Benefits under Section 3.3 above.

Termination Without Cause or Resignation For Good Reason in Connection with. a Change in Control. If, within the three (3) months immediately preceding or the twelve (12) months immediately following the effective date of a Change in Control, Executive’s your employment terminates due to an involuntary termination (not including death or Complete Disability) without Cause, or due to Executive’s your voluntary resignation for Good Reason, the Company shall pay Executive you all Base Salarybase salary, accrued and unused paid time off benefits and any accrued bonuses determined by the Board to have been earned by Executive you in accordance with Section 2.2 and any other accrued benefits, in each case as earned through the date of termination, and any unreimbursed expenses incurred in accordance with Company policy, at the rates in effect at the time of such termination, less standard deductions and withholdings. In addition, upon Executive’s your furnishing to the Company the Release and Waiver within the time frame set forth therein, but in no event later than forty-five (45) 45 days following Executive’s your termination date, Executive you shall be entitled to: (1) a single 00000 Xxxxxxxxx Xxxxxx — Xxx Xxxxx — XX — 92121 — 858.824.1771 ph — 000.000.0000 fax lump-sum payment in an amount equal to twelve (12) months of Executive’s your then-current Base Salarybase salary, subject to standard payroll deductions and withholdings, payable within ten 10 business days of the date the Release and Waiver becomes effective; (102) business a lump sum payment equal to twelve (12) months of your then-current target bonus, subject to standard payroll deductions and withholdings, payable within thirty (30) days of the date the Release and Waiver becomes effective; and (23) provided that Executive you timely elect such coverage, the continuation of Executive’s your group health continuation coverage under COBRA at the Company’s expense for a period of twelve (12) months following the termination date; provided, however, that in the event Executive becomes you become eligible for comparable group insurance coverage in connection with new employment, such COBRA premium payments by the Company shall terminate immediately; and (34) the vesting of the shares subject to each of Executive’s Equity Awards and Stock Options your equity awards received from the Company shall be accelerated such that one one-hundred percent (100%) of said shares shall be deemed fully-vested and, if applicable, immediately exercisable effective as of the date of such terminationtermination (with any awards subject to performance vesting conditions to be fully vested at the target number of shares). In the event Executive is you are eligible for Change In Control Severance Benefits under this Section 3.4, Executive is you are not eligible for any Severance Benefits under Section 3.3 above.

Termination Without Cause or Resignation For Good Reason in Connection with. a Change in Control. If, within the three (3) months immediately preceding or twelve (12) months immediately following the effective date of a Change in Control, Executive’s employment terminates due to an involuntary termination (not including death or Complete Disability) without Cause, or due to Executive’s voluntary resignation for Good Reason, the Company shall pay Executive all Base Salary, accrued and unused paid time off benefits and any accrued bonuses determined by the Board to have been earned by Executive in accordance with Section 2.2 and any other accrued benefits, in each case as earned through the date of termination, and any unreimbursed expenses incurred in accordance with Company policy, at the rates in effect at the time of such termination, less standard deductions and withholdings. In addition, upon Executive’s furnishing to the Company the Release and Waiver within the time frame set forth therein, but in no event later than forty-five (45) days following Executive’s termination date, Executive shall be entitled to: (1) a single lump-sum payment in an amount equal to twelve six (126) months of Executive’s then-current Base Salary, subject to standard payroll deductions and withholdings, payable within ten (10) business days of the date the Release and Waiver becomes effective; and (2) provided that Executive timely elect such coverage, the continuation of Executive’s group health continuation coverage under COBRA at the Company’s expense for a period of twelve six (126) months following the termination date; provided, however, that in the event Executive becomes eligible for comparable group insurance coverage in connection with new employment, such COBRA premium payments by the Company shall terminate immediately; and (3) the vesting of the shares subject to each of Executive’s Equity Awards and Stock Options shall be accelerated such that one hundred percent (100%) of said shares shall be deemed fully-vested and, if applicable, immediately exercisable effective as of the date of such termination. In the event Executive is eligible for Change In Control Severance Benefits under this Section 3.4, Executive is not eligible for any Severance Benefits under Section 3.3 above.above.1

Termination Without Cause or Resignation For Good Reason in Connection with. a Change in Control. If, within the three (3) months immediately preceding or the twelve (12) months immediately following the effective date of a Change in Control, Executive’s your employment terminates due to an involuntary termination (not including death or Complete Disability) without Cause, or due to Executive’s your voluntary resignation for Good Reason, the Company shall pay Executive you all Base Salarybase salary, accrued and unused paid time off benefits and any accrued bonuses determined by the Board to have been earned by Executive you in accordance with Section 2.2 and any other accrued benefits, in each case as earned through the date of termination, and any unreimbursed expenses incurred in accordance with Company policy, at the rates in effect at the time of such termination, less standard deductions and withholdings. In addition, upon Executive’s your furnishing to the Company the Release and Waiver within the time frame set forth therein, but in 00000 Xxxxxxxxx Xxxxxx — Xxx Xxxxx — XX — 92121 — 858.824.1771 ph — 000.000.0000 fax no event later than forty-five (45) 45 days following Executive’s your termination date, Executive you shall be entitled to: (1) a single lump-sum payment in an amount equal to twelve (12) months of Executive’s your then-current Base Salarybase salary, subject to standard payroll deductions and withholdings, payable within ten 10 business days of the date the Release and Waiver becomes effective; (102) business a lump sum payment equal to twelve (12) months of your then-current target bonus, subject to standard payroll deductions and withholdings, payable within thirty (30) days of the date the Release and Waiver becomes effective; and (23) provided that Executive you timely elect such coverage, the continuation of Executive’s your group health continuation coverage under COBRA at the Company’s expense for a period of twelve (12) months following the termination date; provided, however, that in the event Executive becomes you become eligible for comparable group insurance coverage in connection with new employment, such COBRA premium payments by the Company shall terminate immediately; and (34) the vesting of the shares subject to each of Executive’s Equity Awards and Stock Options your equity awards received from the Company shall be accelerated such that one one-hundred percent (100%) of said shares shall be deemed fully-vested and, if applicable, immediately exercisable effective as of the date of such terminationtermination (with any awards subject to performance vesting conditions to be fully vested at the target number of shares). In the event Executive is you are eligible for Change In Control Severance Benefits under this Section 3.4, Executive is you are not eligible for any Severance Benefits under Section 3.3 above.