Common use of Effect of a Change in Control Termination on Agreements Not to Compete and Not to Solicit Clause in Contracts

Effect of a Change in Control Termination on Agreements Not to Compete and Not to Solicit. 1. In the event of a Change in Control Termination, the prohibitions on Optionee set forth in Section II(A) shall remain in full force and effect only if the acquirer or successor to the Company following the Change in Control shall, solely at its option, pay, within thirty (30) days following the Last Day (with the Company or its successor), to Optionee the Non-Compete Payment. Notwithstanding any previous agreement between Optionee and the Company relating to the prohibitions on Optionee set forth in Section II(A), the “Non-Compete Payment” shall be an amount at least equal to Optionee’s then current annual base salary. Such amount shall be in addition to any other amounts paid or payable to Optionee with respect to other severance plans or policies maintained by the Company. For the avoidance of doubt, the provisions of this Section II(D) shall supersede any agreement between Optionee and the Company relating to the prohibitions on Optionee set forth in Section II(A), with the exception of any similar agreement contained in (i) any employment agreement between Optionee and the Company, (ii) any agreement between Optionee and the Company not related to the employment of Optionee by the Company, (iii) any severance plan or policy of the Company and (iv) any change in control severance plan or policy of the Company.

Effect of a Change in Control Termination on Agreements Not to Compete and Not to Solicit. 1. In Notwithstanding anything set forth in Section II.D., in the event of a Change in Control Termination, the prohibitions on Optionee set forth in Section II(A) II.A shall remain in full force and effect only if the acquirer or successor to the Company following the Change in Control shall, solely at its option, pay, within thirty (30) days following the Last Day (Optionee's employment termination date with the Company or its successor), to Optionee the Non-Compete Payment. Notwithstanding any previous agreement between Optionee and the Company relating to the prohibitions on Optionee set forth in Section II(A)II.A, the “Non-Compete Payment” shall be an amount at least equal to Optionee’s then current annual base salary. Such amount shall be in addition to any other amounts paid or payable to Optionee with respect to other severance plans or policies maintained by the Company. For the avoidance of doubt, the provisions of this Section II(D) II.E shall supersede any agreement between Optionee and the Company relating to the prohibitions on Optionee set forth in Section II(A)II.A, with the exception of any similar agreement contained in (i) any employment agreement between Optionee and the Company, (ii) any agreement between Optionee and the Company not related to the employment of Optionee by the Company, (iii) any severance plan or policy of the Company and (iv) any change in control severance plan or policy of the Company.. 2. In the event of a Change in Control Termination, the prohibitions on Optionee set forth in Sections II.B. and II C. shall remain in full force and effect. F.

Effect of a Change in Control Termination on Agreements Not to Compete and Not to Solicit. 1. In the event of a Change in Control Termination, the prohibitions on Optionee Grantee set forth in Section II(A) shall remain in full force and effect only if the acquirer or successor to the Company following the Change in Control shall, solely at its option, pay, within thirty (30) days following the Last Day (with the Company or its successor), to Optionee Grantee the Non-Compete Payment. Notwithstanding any previous agreement between Optionee Grantee and the Company relating to the prohibitions on Optionee Grantee set forth in Section II(A)II.A, the “Non-Compete Payment” shall be an amount at least equal to OptioneeGrantee’s then current annual base salary. Such amount shall be in addition to any other amounts paid or payable to Optionee Grantee with respect to other severance plans or policies maintained by the Company. For the avoidance of doubt, the provisions of this Section II(D) shall supersede any agreement between Optionee Grantee and the Company relating to the prohibitions on Optionee Grantee set forth in Section II(A), with the exception of any similar agreement contained in (i) any employment agreement between Optionee Grantee and the Company, (ii) any agreement between Optionee Grantee and the Company not related to the employment of Optionee Grantee by the Company, (iii) any severance plan or policy of the Company and (iv) any change in control severance plan or policy of the Company.

Effect of a Change in Control Termination on Agreements Not to Compete and Not to Solicit. 1. In the event of a Change in Control Termination, the prohibitions on Optionee Grantee set forth in Section II(A) shall remain in full force and effect only if the acquirer or successor to the Company following the Change in Control shall, solely at its option, pay, within thirty (30) days following the Last Day (with the Company or its successor), to Optionee Grantee the Non-Compete Payment. Notwithstanding any previous agreement between Optionee Grantee and the Company relating to the prohibitions on Optionee Grantee set forth in Section II(A), the “Non-Compete Payment” shall be an amount at least equal to OptioneeGrantee’s then current annual base salary. Such amount shall be in addition to any other amounts paid or payable to Optionee Grantee with respect to other severance plans or policies maintained by the Company. For the avoidance of doubt, the provisions of this Section II(D) shall supersede any agreement between Optionee Grantee and the Company relating to the prohibitions on Optionee Grantee set forth in Section II(A), with the exception of any similar agreement contained in (i) any employment agreement between Optionee Grantee and the Company, (ii) any agreement between Optionee Grantee and the Company not related to the employment of Optionee Grantee by the Company, (iii) any severance plan or policy of the Company and (iv) any change in control severance plan or policy of the Company.