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 (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.