Common use of Upon a Change of Control Clause in Contracts

Upon a Change of Control. (i) If a Change of Control (as defined in Section 6 hereof) occurs, twenty-five percent (25%) of the Executive’s stock options and restricted stock which, by their terms, vest only based on the passage of time (disregarding any acceleration of the vesting of such options based on individual or Company performance) shall vest as of the date of such Change of Control, provided that no more than one hundred-percent (100%) of the total shares may vest at any time. If, within one year following such Change of Control or otherwise in connection with such Change of Control, the Company or any successor thereto terminates the Executive’s employment other than for Cause, or the Executive terminates his employment for Good Reason, then, in lieu of any payments to the Executive or on the Executive’s behalf under Section 5(a) hereof, (i) all of the Executive’s then remaining unvested options and restricted stock which, by their terms, vest only based on the passage of time (disregarding any acceleration of the vesting of such options based on individual or Company performance) shall automatically vest as of the date of termination (notwithstanding anything to the contrary in Section 2(c) of this Agreement) and (ii) the Company shall pay, within thirty (30) days of such termination, (x) a lump sum payment equal to the Executive’s then-current annual base salary for a period of twelve (12) months; and (y) pay a pro-rata portion (for the period from January 1 of the year of termination through the date of termination) of the target cash bonus for the year in which the Executive is terminated; and,

Upon a Change of Control. i. If, within ninety (i90) If days prior to the Change of Control or within eighteen (18) months following a Change of Control (as defined in Section 6 hereof) occurs, twenty-five percent (25%) of the Executive’s stock options and restricted stock which, by their terms, vest only based on the passage of time (disregarding any acceleration of the vesting of such options based on individual or Company performance) shall vest as of the date of such Change of Control, provided that no more than one hundred-percent (100%) of the total shares may vest at any time. If, within one year following such Change of Control or otherwise in connection with such Change of Control), the Company or any successor thereto terminates the Executive’s employment other than for Cause, or the Executive terminates his employment for Good Reason, then, in lieu of any payments to the Executive or on the Executive’s behalf under Section 5(a) hereof, (i) all of the Executive’s then remaining unvested options options, restricted stock and restricted stock units which, by their terms, vest only based on the passage of time (disregarding any acceleration of the vesting of such options options, restricted stock or restricted stock units based on individual or Company performance) shall automatically vest as of the date of termination (notwithstanding anything to the contrary in Section 2(c2(b) of this Agreement) and (ii) the Company shall pay, within thirty (30) days of such terminationon the Payment Commencement Date, (x) a lump sum payment equal to the Executive’s then-current annual base salary for salary; provided, however, that if such termination occurs prior to a period Change of twelve (12Control, such severance payments shall be made at the time and in the manner set forth in Section 5(a)(i) months; and (y) pay a pro-rata portion (for during the period from January 1 of beginning on the year date of termination through the date of terminationthe Change of Control with any severance remaining to be paid under this Section 5(c)(i) payable in a lump sum on the closing date of the target cash bonus for the year in which the Executive is terminatedChange of Control; and,

Upon a Change of Control. i. If, within ninety (i90) If days prior to the Change of Control or within eighteen (18) months following a Change of Control (as defined in Section 6 hereof), the Company or any successor thereto terminates the Employee’s employment other than for Cause, or the Employee terminates his employment for Good Reason, then, in lieu of any payments to the Employee or on the Employee’s behalf under Section 5(a) occurshereof, twenty-five percent (25%i) of the Executive’s all unvested options, restricted stock options and restricted stock units which, by their terms, vest only based on the passage of time (disregarding any acceleration of the vesting of such options options, restricted stock or restricted stock units based on individual or Company performance) shall vest as of the date of such Change of Control, provided that no more than one hundred-percent (100%) of the total shares may vest at any time. If, within one year following such Change of Control or otherwise in connection with such Change of Control, the Company or any successor thereto terminates the Executive’s employment other than for Cause, or the Executive terminates his employment for Good Reason, then, in lieu of any payments to the Executive or on the Executive’s behalf under Section 5(a) hereof, (i) all of the Executive’s then remaining unvested options and restricted stock which, by their terms, vest only based on the passage of time (disregarding any acceleration of the vesting of such options based on individual or Company performance) shall automatically vest as of the date of termination (notwithstanding anything to the contrary in Section 2(c2(b) of this Agreement) with respect to 100% of the unvested portion of such awards; and (ii) the Company shall pay, within thirty (30) days of such termination, (x) a lump sum payment equal to the ExecutiveEmployee’s then-current annual base salary for a period of twelve six (126) months; provided, however, that if such termination occurs prior to a Change of Control, such severance payments shall be made at the time and (yin the manner set forth in Section 5(a)(i) pay a pro-rata portion (for during the period from January 1 of beginning on the year date of termination through the date of terminationthe Change of Control with any severance remaining to be paid under this Section 5(c)(i) payable in a lump sum on the closing date of the target cash bonus for the year in which the Executive is terminatedChange of Control; and,

Upon a Change of Control. i. If, within ninety (i90) If days prior to a Change of Control or within one year (18 months following a 2012 IPO) following a Change of Control (as defined in Section 6 hereof) occurs, twenty-five percent (25%) of the Executive’s stock options and restricted stock which, by their terms, vest only based on the passage of time (disregarding any acceleration of the vesting of such options based on individual or Company performance) shall vest as of the date of such Change of Control, provided that no more than one hundred-percent (100%) of the total shares may vest at any time. If, within one year following such Change of Control or otherwise in connection with such Change of Control), the Company or any successor thereto terminates the Executive’s employment other than for Cause, or the Executive terminates his employment for Good Reason, then, in lieu of any payments to the Executive or on the Executive’s behalf under Section 5(a) hereof, (i) all of the Executive’s then remaining unvested options options, restricted stock and restricted stock units which, by their terms, vest only based on the passage of time (disregarding any acceleration of the vesting of such options options, restricted stock or restricted stock units based on individual or Company performance) shall automatically vest as of the date of termination (notwithstanding anything to the contrary in Section 2(c2(b) of this Agreement) and (ii) the Company shall pay, within thirty (30) days of such termination, (x) a lump sum payment equal to the Executive’s then-current annual base salary for a period of twelve (12) months; provided, however, that if such termination occurs prior to a Change of Control, such severance payments shall be made at the time and (yin the manner set forth in Section 5(a)(i) pay a pro-rata portion (for during the period from January 1 of beginning on the year date of termination through the date of terminationthe Change of Control with any severance remaining to be paid under this Section 5(c)(i) payable in a lump sum on the closing date of the target cash bonus for the year in which the Executive is terminatedChange of Control; and,

Upon a Change of Control. i. If, within ninety (i90) If days prior to the Change of Control or within one year (18 months following a 2012 IPO) following a Change of Control (as defined in Section 6 hereof) occurs, twenty-five percent (25%) of the Executive’s stock options and restricted stock which, by their terms, vest only based on the passage of time (disregarding any acceleration of the vesting of such options based on individual or Company performance) shall vest as of the date of such Change of Control, provided that no more than one hundred-percent (100%) of the total shares may vest at any time. If, within one year following such Change of Control or otherwise in connection with such Change of Control), the Company or any successor thereto terminates the Executive’s employment other than for Cause, or the Executive terminates his employment for Good Reason, then, in lieu of any payments to the Executive or on the Executive’s behalf under Section 5(a) hereof, (i) all of the Executive’s then remaining unvested options options, restricted stock and restricted stock units which, by their terms, vest only based on the passage of time (disregarding any acceleration of the vesting of such options options, restricted stock or restricted stock units based on individual or Company performance) shall automatically vest as of the date of termination (notwithstanding anything to the contrary in Section 2(c2(b) of this Agreement) and (ii) the Company shall pay, within thirty (30) days of such termination, (x) a lump sum payment equal to the Executive’s then-current annual base salary for a period of six (6) months (twelve (12) monthsmonths following a 2012 IPO); provided, however, that if such termination occurs prior to a Change of Control, such severance payments shall be made at the time and (yin the manner set forth in Section 5(a)(i) pay a pro-rata portion (for during the period from January 1 of beginning on the year date of termination through the date of terminationthe Change of Control with any severance remaining to be paid under this Section 5(c)(i) payable in a lump sum on the closing date of the target cash bonus for the year in which the Executive is terminatedChange of Control; and,

Upon a Change of Control. i. If, within ninety (i90) If days prior to the Change of Control or within eighteen (18) months following a Change of Control (as defined in Section 6 hereof) occurs, twenty-five percent (25%) of the Executive’s stock options and restricted stock which, by their terms, vest only based on the passage of time (disregarding any acceleration of the vesting of such options based on individual or Company performance) shall vest as of the date of such Change of Control, provided that no more than one hundred-percent (100%) of the total shares may vest at any time. If, within one year following such Change of Control or otherwise in connection with such Change of Control), the Company or any successor thereto terminates the Executive’s employment other than for Cause, or the Executive terminates his employment for Good Reason, then, in lieu of any payments to the Executive or on the Executive’s behalf under Section 5(a) hereof, (i) all of the Executive’s then remaining unvested options options, restricted stock and restricted stock units which, by their terms, vest only based on the passage of time (disregarding any acceleration of the vesting of such options options, restricted stock or restricted stock units based on individual or Company performance) shall automatically vest as of the date of termination (notwithstanding anything to the contrary in Section 2(c2(b) of this Agreement) and (ii) the Company shall pay, within thirty (30) days of such termination, (x) a lump sum payment equal to the Executive’s then-current annual base salary for a period of twelve (12) months; provided, however, that if such termination occurs prior to a Change of Control, such severance payments shall be made at the time and (yin the manner set forth in Section 5(a)(i) pay a pro-rata portion (for during the period from January 1 of beginning on the year date of termination through the date of terminationthe Change of Control with any severance remaining to be paid under this Section 5(c)(i) payable in a lump sum on the closing date of the target cash bonus for the year in which the Executive is terminatedChange of Control; and,

Upon a Change of Control. i. If, within ninety (i90) If days prior to the Change of Control or within eighteen (18) months following a Change of Control (as defined in Section 6 hereof) occurs, twenty-five percent (25%) of the Executive’s stock options and restricted stock which, by their terms, vest only based on the passage of time (disregarding any acceleration of the vesting of such options based on individual or Company performance) shall vest as of the date of such Change of Control, provided that no more than one hundred-percent (100%) of the total shares may vest at any time. If, within one year following such Change of Control or otherwise in connection with such Change of Control), the Company or any successor thereto terminates the Executive’s employment other than for Cause, or the Executive terminates his her employment for Good Reason, then, in lieu of any payments to the Executive or on the Executive’s behalf under Section 5(a) hereof, (i) all of the Executive’s then remaining unvested options options, restricted stock and restricted stock units which, by their terms, vest only based on the passage of time (disregarding any acceleration of the vesting of such options options, restricted stock or restricted stock units based on individual or Company performance) shall automatically vest as of the date of termination (notwithstanding anything to the contrary in Section 2(c2(b) of this Agreement) and (ii) the Company shall pay, within thirty (30) days of such termination, (x) a lump sum payment equal to the Executive’s then-current annual base salary for a period of twelve (12) months; provided, however, that if such termination occurs prior to a Change of Control, such severance payments shall be made at the time and (yin the manner set forth in Section 5(a)(i) pay a pro-rata portion (for during the period from January 1 of beginning on the year date of termination through the date of terminationthe Change of Control with any severance remaining to be paid under this Section 5(c)(i) payable in a lump sum on the closing date of the target cash bonus for the year in which the Executive is terminatedChange of Control; and,

Upon a Change of Control. (i) If a Change of Control (as defined in Section 6 hereof) occurs, twenty-five percent (25%) of the Executive’s stock options and restricted stock which, by their terms, vest only based on the passage of time (disregarding any acceleration of the vesting of such options based on individual or Company performance) shall vest as of the date of such Change of Control, provided that no more than one hundred-percent (100%) of the total shares may vest at any time. If, within one year following such Change of Control or otherwise in connection with such Change of Control, the Company or any successor thereto terminates the Executive’s employment other than for Cause, or the Executive terminates his employment for Good Reason, then, in lieu of any payments to the Executive or on the Executive’s behalf under Section 5(a) hereof, (i) all of the Executive’s then remaining unvested options and restricted stock which, by their terms, vest only based on the passage of time (disregarding any acceleration of the vesting of such options based on individual or Company performance) shall automatically vest as of the date of termination (notwithstanding anything to the contrary in Section 2(c) of this Agreement) and (ii) the Company shall pay, within thirty (30) days of such termination, (x) a lump sum payment equal to the Executive’s then-current annual base salary for a period of twelve (12) months; and (y) pay a pro-rata portion (for the period from January 1 of the year of termination through the date of termination) of the target cash bonus for the year in which the Executive is terminated; and,

Upon a Change of Control. i. If, within ninety (i90) If days prior to the Change of Control or within eighteen (18) months following a Change of Control (as defined in Section 6 hereof) occurs, twenty-five percent (25%) of the Executive’s stock options and restricted stock which, by their terms, vest only based on the passage of time (disregarding any acceleration of the vesting of such options based on individual or Company performance) shall vest as of the date of such Change of Control, provided that no more than one hundred-percent (100%) of the total shares may vest at any time. If, within one year following such Change of Control or otherwise in connection with such Change of Control), the Company or any successor thereto terminates the Executive’s employment other than for Cause, or the Executive terminates his her employment for Good Reason, then, in lieu of any payments to the Executive or on the Executive’s behalf under Section 5(a) hereof, (i) all of the Executive’s then remaining unvested options options, restricted stock and restricted stock units which, by their terms, vest only based on the passage of time (disregarding any acceleration of the vesting of such options options, restricted stock or restricted stock units based on individual or Company performance) shall automatically vest as of the date of termination (notwithstanding anything to the contrary in Section 2(c2(b) of this Agreement) ), and (ii) the Company shall pay, within thirty (30) days of such terminationon the Payment Commencement Date, (x) a lump sum payment equal to the Executive’s then-current annual base salary for salary; provided, however, that if such termination occurs prior to a period Change of twelve (12Control, such severance payments shall be made at the time and in the manner set forth in Section 5(a)(i) months; and (y) pay a pro-rata portion (for during the period from January 1 of beginning on the year date of termination through the date of terminationthe Change of Control with any severance remaining to be paid under this Section 5(c)(i) payable in a lump sum on the closing date of the target cash bonus for the year in which the Executive is terminatedChange of Control; and,

Upon a Change of Control. (i) If Subject to the provisions of Section 5(a)(iii), if, within ninety (90) days prior to a Change of Control or within one year following a Change of Control (as defined in Section 6 hereof) occurs, twenty-five percent (25%) of the Executive’s stock options and restricted stock which, by their terms, vest only based on the passage of time (disregarding any acceleration of the vesting of such options based on individual or Company performance) shall vest as of the date of such Change of Control, provided that no more than one hundred-percent (100%) of the total shares may vest at any time. If, within one year following such Change of Control or otherwise in connection with such Change of Control), the Company or any successor thereto terminates the Executive’s employment other than for Cause, or the Executive terminates his employment for Good Reason, then, in lieu of any payments to the Executive or on the Executive’s behalf under Section 5(a) hereof, (ia) all of the Executive’s then remaining unvested options options, restricted stock, and restricted stock units which, by their terms, vest only based on the passage of time (disregarding any acceleration of the vesting of such options options, restricted stock or restricted stock units based on individual or Company performance) shall automatically vest as of that are outstanding immediately prior to the date of termination (shall, notwithstanding anything the terms of the stock or equity compensation plans and any applicable award agreements, remain outstanding and eligible to vest until the contrary in Payment Commencement Date and, subject to Section 2(c) 5(a)(iii), automatically become fully vested as of this Agreement) the Payment Commencement Date; and (iib) the Company shall pay, within thirty on the Payment Commencement Date, a lump sum equal to two (302) days of such termination, times (x) a lump sum payment equal to the Executive’s then-current annual base salary for a period of twelve (12) months; and plus (y) pay the Executive’s Target Bonus; provided, however, that if such termination occurs prior to a pro-rata portion (for Change of Control, such severance payments shall be made at the time and in the manner set forth in Section 5(a)(i) during the period from January 1 of beginning on the year date of termination through the date of terminationthe Change of Control with any severance remaining to be paid under this Section 5(c)(i) payable in a lump sum on the closing date of the target cash bonus for Change of Control (or, if later, the year in which the Executive is terminatedPayment Commencement Date); and,

Upon a Change of Control. i. If, within ninety (i90) If days prior to a Change of Control or within eighteen (18) months following a Change of Control (as defined in Section 6 hereof) occurs, twenty-five percent (25%) of the Executive’s stock options and restricted stock which, by their terms, vest only based on the passage of time (disregarding any acceleration of the vesting of such options based on individual or Company performance) shall vest as of the date of such Change of Control, provided that no more than one hundred-percent (100%) of the total shares may vest at any time. If, within one year following such Change of Control or otherwise in connection with such Change of Control), the Company or any successor thereto terminates the Executive’s employment other than for CauseCause pursuant to Section 4(b) of this Agreement, or the Executive terminates his employment for Good ReasonReason pursuant to Section 4(c) of this Agreement, then, in lieu of any payments to the Executive or on the Executive’s behalf under Section 5(a) hereof, (i) all of the Executive’s then remaining unvested options options, restricted stock and restricted stock units which, by their terms, vest only based on the passage of time (disregarding any acceleration of the vesting of such options options, restricted stock or restricted stock units based on individual or Company performance) shall automatically vest as of the date of termination (notwithstanding anything to the contrary in Section 2(c2(b) of this Agreement) remain outstanding and eligible to vest until the Payment Commencement Date and, subject to Section 5(c)(iii), automatically become fully vested as of the Payment Commencement Date and (ii) the Company shall pay, within thirty (30) days of such terminationon the Payment Commencement Date, (x) a lump sum payment equal to the Executive’s then-current annual base salary for Base Salary; provided, however, that if such termination occurs prior to a period Change of twelve (12Control, such severance payments shall be made at the time and in the manner set forth in Section 5(a)(i) months; and (y) pay a pro-rata portion (for during the period from January 1 of beginning on the year date of termination through the date of terminationthe Change of Control with any severance remaining to be paid under this Section 5(c)(i) payable in a lump sum on the closing date of the target cash bonus for Change of Control (or, if later, the year in which the Executive is terminatedPayment Commencement Date); and,