Common use of Termination Without Cause Prior to a Change in Control Clause in Contracts

Termination Without Cause Prior to a Change in Control. In the event that, prior to a Change in Control (as defined in Company’s 2007 Equity Incentive Plan (the “2007 Plan”)), Employee is terminated other than for Cause, Employee will receive Employee’s base salary then in effect and accrued, any bonus then earned and payable, if applicable, and unused paid time off, each prorated to the date of termination, and, subject to the last sentence of this Section 7.3: (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 7.3 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 or Employee’s termination for Cause will not give rise to any rights under this Section 7.3.

Termination Without Cause Prior to a Change in Control. In the event that, prior to a Change in Control (as defined in Company’s 2007 Equity Incentive Plan (the “2007 Plan”)), Employee is terminated other than for Cause, Employee will receive Employee’s base salary then in effect and accrued, any bonus then earned and payable, if applicable, and unused paid time off, each prorated to the date of termination, and, subject to the last penultimate sentence of this Section 7.3: (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 7.3 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 or Employee’s termination for Cause will not give rise to any rights under this Section 7.3.

Termination Without Cause Prior to a Change in Control. In the event that------------------------------------------------------ there is a Termination Without Cause of the Executive's employment, prior he shall be entitled to: (i) his Base Salary through the date of termination of his employment; (ii) a bonus equal to a Change in Control the product of (as defined in Company’s 2007 Equity Incentive Plan (the “2007 Plan”)), Employee is terminated other than for Cause, Employee will receive Employee’s base salary then A) his Base Salary in effect and accrued, any bonus then earned and payable, if applicable, and unused paid time off, each on the date of termination of his employment prorated to the date of such termination, and, subject to the last sentence of this Section 7.3: and (aB) the aggregate amount Bonus Percentage; (iii) his Base Salary, at the rate in effect at termination of Employee’s base salary his employment, until the third anniversary of such termination, but not later than the Executive's 65th birthday; (iv) annual bonuses equal to his Base Salary in effect at termination of his employment multiplied by the Bonus Percentage, until the third anniversary of such termination, but not later than the Executive's 65th birthday, such bonuses to be paid at the same time annual bonuses are regularly paid by the Company to its senior management and annual corporate performance prorated for any portion of the period which is less than a full calendar year; (v) any bonus during earned or accrued but not yet paid under Section 4 above; (vi) any bonus or other compensation deferred under any plans and programs of the previous twelve (12) months, payable on a pro rated basis Company in accordance with Company’s regular payroll cycle for such plans and programs; (vii) the deferred compensation provided in Section 7 above; (viii) continued vesting following termination of his employment in any awards of restricted stock made to the Executive, until the third anniversary of such termination, but not later than the Executive's 65th birthday; (ix) continuation in all employee benefit plans or programs in which he was participating at the termination of his employment until the third anniversary of such termination, but in no event beyond the earlier of (A) the Executive's 65th birthday and (B) the date, if any, the Executive receives equivalent coverage and benefits under the plans and programs of a period of twelve subsequent employer; and (12x) months; (b) full acceleration of all other benefits in accordance with the plans and programs of the thenCompany. In the event that the Executive may not be continued in any employee benefit plan or program, as provided in (ix) above, he shall be provided with the after-unvested shares subject tax economic equivalent to equity incentive awards held by Employee; and (c) should Employee timely elect COBRA insurance continuation coveragehim of such continued participation. In the event there is a Termination Without Cause of the Executive's employment, reimbursement at the Company shall, upon the Executive's written request furnished to the Company within 20 days following such Termination Without Cause, make a rate lump sum payment to the Executive in amount equal to the amount contributed Spread on the Payment Date with respect to the relevant options in each option grant, multiplied in each case by the number of relevant options in each option grant. For the purpose of the immediately preceding sentence, "relevant options" means any options granted by the Company for Employee’s insurance coverage premium effective to the Executive to purchase its common stock that (i) are outstanding on the date of termination of his employment and remain unexercised on the Payment Date (whether or not such options expire by their terms prior to the Payment Date) and (ii) by their terms, were exercisable on the date of termination of his employment or which would have become exercisable if his employment had continued until the third anniversary of such termination, but not later than the Executive's 65th birthday. The Company shall make such payment on the Payment Date (or, if later, promptly following the Executive's request) and, as a condition to making such payment, the Executive agrees that all outstanding options granted to him with respect to which such payment is made shall thereupon be cancelled. In the event that the Executive does not request such payment, each option grant shall become fully exercisable 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 7.3 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 shall remain outstanding for the same taxable year or, if later, before remainder of 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 or Employee’s termination for Cause will not give rise to any rights under this Section 7.3originally scheduled term.

Termination Without Cause Prior to a Change in Control. In the event that, prior to a Change in Control (as defined in Company’s 2007 Equity Incentive Plan (the “2007 Plan”)), Employee is terminated other than for Cause, Employee will receive Employee’s base salary then in effect and accrued, any bonus then earned and payable, if applicable, and unused paid time off, each prorated to the date of termination, and, subject to the last penultimate sentence of this Section 7.3: (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 7.3 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 or Employee’s termination for Cause will not give rise to any rights under this Section 7.3.