Common use of Involuntary Termination Involving a Change in Control Clause in Contracts

Involuntary Termination Involving a Change in Control. If Executive is subject to an Involuntary Termination which occurs within three months prior to, or twelve months following, a Change in Control and Executive satisfies the conditions described in Section 2(c) below, then Executive shall be entitled to the following severance benefits: (i) a lump-sum cash severance payment equal to twelve months of Executive’s Base Salary plus Executive’s target annual bonus; (ii) if Executive elects to continue health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following Executive’s termination of employment, then the Company will pay or reimburse the Executive for the full amount of all applicable COBRA premiums for Executive and Executive’s eligible dependents until the earliest of (a) the close of the 12-month period following Executive’s termination of employment, (b) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination, or (c) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; provided, that, if necessary to avoid adverse tax consequences to Executive or the Company, the Company, in its sole discretion, reserves the right to treat the payment described in this clause (ii) as taxable compensation income; and (iii) unless the Company provides otherwise when an equity award is granted, one hundred percent of the unvested portion of each outstanding equity award that Executive holds as of the Involuntary Termination will vest and, if applicable, become exercisable. In the case of equity awards subject to performance conditions, the unvested portion of the award will be determined at the greater of actual performance or based on “target” levels of achievement. For avoidance of doubt, if Executive is subject to an Involuntary Termination that occurs within three months prior to a Change in Control, the portion of Executive’s then-outstanding and unvested equity awards that is eligible to vest and become exercisable pursuant to clause (iii) will remain outstanding for three months or the occurrence of a Change in Control, whichever is sooner, so that any additional benefits due pursuant to clause (iii) may be provided if a Change in Control occurs within three months after Executive’s Involuntary Termination, provided that in no event will any of Executive’s stock options remain outstanding beyond the option’s maximum term to expiration. If a Change in Control does not occur within three months after an Involuntary Termination, any unvested portion of Executive’s equity awards that remained outstanding following Executive’s Involuntary Termination will immediately and automatically be forfeited.

Involuntary Termination Involving a Change in Control. If Executive is subject to an Involuntary Termination which occurs within three during the period beginning 3 months prior to, or twelve to and ending on the date that is 12 months following, a Change in Control (such period, the “Change in Control Period”), and Executive satisfies the conditions described in Section 2(c2(d) below, then Executive shall be entitled to the following severance benefits: (i) a lump-sum cash severance continued payment equal to twelve months of Executive’s Base Salary plus and target bonus (assuming achievement at 100% of goals) for a period of 12 months following Executive’s target annual bonusSeparation; (ii) if continued payment of the employer’s portion of health insurance premiums under COBRA (assuming Executive properly and timely elects to continue health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following Executive’s termination of employment, then the Company will pay or reimburse the Executive for the full amount of all applicable COBRA premiums for Executive and Executive’s eligible dependents until the earliest of (a1) the close end of the 12-month period following Executive’s termination of employmentSeparation, (b2) the date Executive ceases to be eligible for COBRA expiration of Executive’s continuation coverage for any reason, including plan termination, under COBRA or (c3) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; provided, that, if necessary to avoid adverse tax consequences to Executive or the Company, the Company, in its sole discretion, reserves the right to treat the payment described in this clause (ii) as taxable compensation income; and (iii) unless the Company provides otherwise when an equity award is granted, and provided that such equity awards remain outstanding following such Change in Control, one hundred percent of the unvested portion of each outstanding equity award that Executive holds as of the Involuntary Termination will vest and, if applicable, become exercisable. In ; provided, however, that in the case of equity awards subject to performance conditions, such equity awards will become vested (and, if applicable, exercisable) if and only if the unvested portion of applicable performance conditions are satisfied during the award will be determined at the greater of actual performance or based on “target” levels of achievement12-month period following such Separation. For avoidance of doubt, if Executive is subject to an Involuntary Termination that occurs within three months prior pursuant to a Change in Controlthis Subsection (c), the portion of Executive’s then-outstanding and unvested (and, if applicable, unexercisable) equity awards subject to performance-based vesting that is eligible to vest (and become exercisable exercisable) pursuant to clause (iii) will remain outstanding for three months or during the occurrence of a Change in Control, whichever is sooner12-month period following Executive’s Separation, so that any additional benefits due pursuant to clause (iii) may be provided if a Change in Control occurs within three months after the performance conditions are satisfied during the 12-month period following Executive’s Involuntary TerminationSeparation, provided further that in no event will any of Executive’s stock options equity awards remain outstanding beyond the optionaward’s maximum term to expiration. If a Change in Control does not occur within three months after an Involuntary Termination, any unvested portion of Executive’s equity awards that remained outstanding following Executive’s Involuntary Termination will immediately and automatically be forfeitedterm.

Involuntary Termination Involving a Change in Control. If Executive is subject to an Involuntary Termination which occurs within three months prior to, or twelve months following, a Change in Control and Executive satisfies the conditions described in Section 2(c) below, then Executive shall be entitled to the following severance benefits: (i) a lump-sum cash severance payment equal to twelve months of Executive’s Base Salary plus Executive’s target annual bonusSalary; (ii) if Executive elects a 1 To be included in the agreement for Xxxxxxxx Xxxxxx. lump sum cash payment equal to continue health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following twelve months of Executive’s termination of employment, then the Company will pay or reimburse the Executive for the full amount of all applicable COBRA premiums for Executive and Executive’s eligible dependents until the earliest of (a) the close of the 12-month period following Executive’s termination of employment, (b) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination, or (c) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; provided, that, if necessary to avoid adverse tax consequences to Executive or the Company, the Company, in its sole discretion, reserves the right to treat the payment described in this clause (ii) as taxable compensation incomepremiums; and (iii) unless the Company provides otherwise when an equity award is granted, one hundred percent of the unvested portion of each outstanding equity award that Executive holds as of the Involuntary Termination will vest and, if applicable, become exercisable. In the case of equity awards subject to performance conditions, the unvested portion of the award will be determined at the greater of actual performance or based on “target” levels of achievement. For avoidance of doubt, if Executive is subject to an Involuntary Termination that occurs within three months prior to a Change in Control, the portion of Executive’s then-outstanding and unvested equity awards that is eligible to vest and become exercisable pursuant to clause (iii) will remain outstanding for three months or the occurrence of a Change in Control, whichever is sooner, so that any additional benefits due pursuant to clause (iii) may be provided if a Change in Control occurs within three months after Executive’s Involuntary Termination, provided that in no event will any of Executive’s stock options remain outstanding beyond the option’s maximum term to expiration. If a Change in Control does not occur within three months after an Involuntary Termination, any unvested portion of Executive’s equity awards that remained outstanding following Executive’s Involuntary Termination will immediately and automatically be forfeited.

Involuntary Termination Involving a Change in Control. If Executive is subject to an Involuntary Termination which occurs within three months prior to, or twelve months following, a Change in Control and Executive satisfies the conditions described in Section 2(c) below, then Executive shall be entitled to the following severance benefits: (i) a lump-sum cash severance payment equal to twelve months of Executive’s Base Salary plus Executive’s target annual bonus; Salary, (ii) if Executive elects an additional lump-sum cash payment equal to continue health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following twelve months of Executive’s termination of employment, then the Company will pay or reimburse the Executive for the full amount of all applicable COBRA benefits premiums for Executive and Executive’s eligible dependents until the earliest of (a) the close of the 12-month period following Executive’s termination of employment, (b) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination, or (c) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; provided, that, if necessary to avoid adverse tax consequences to Executive or the Company, the Company, in its sole discretion, reserves the right to treat the payment described in this clause (ii) as taxable compensation income; and (iii) unless the Company provides otherwise when an equity award is granted, one hundred percent of the unvested portion of each outstanding time-based equity award that Executive holds as of the Involuntary Termination will vest and, if applicable, become exercisable. In the case of equity awards subject to performance conditions, the unvested portion of the award whether such awards are eligible for acceleration in connection with such an Involuntary Termination will be determined at the greater time of actual performance or based on “target” levels grant of achievementthe equity award and set forth in the equity award agreement. For avoidance of doubt, if Executive is subject to an Involuntary Termination that occurs within three months prior to a Change in Control, the portion of Executive’s then-outstanding and unvested equity awards that is eligible to vest and become exercisable pursuant to clause (iii) will remain outstanding for three months or the occurrence of a Change in Control, whichever is sooner, so that any additional benefits due pursuant to clause (iii) may be provided if a Change in Control occurs within three months after Executive’s Involuntary Termination, provided that in no event will any of Executive’s stock options remain outstanding beyond the option’s maximum term to expiration. If a Change in Control does not occur within three months after an Involuntary Termination, any unvested portion of Executive’s equity awards that remained outstanding following Executive’s Involuntary Termination will immediately and automatically be forfeited.

Involuntary Termination Involving a Change in Control. If Executive is subject to an Involuntary Termination which occurs within three months prior to, or twelve months following, a Change in Control and Executive satisfies the conditions described in Section 2(c) below, then Executive shall be entitled to the following severance benefits: (i) a lump-sum cash severance payment equal to twelve eighteen months of Executive’s Base Salary plus 150% of Executive’s target annual bonus; (ii) if Executive elects to continue health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following Executive’s termination of employment, then the Company will pay or reimburse the Executive for the full amount of all applicable COBRA premiums for Executive and Executive’s eligible dependents until the earliest of (a) the close of the 1218-month period following Executive’s termination of employment, (b) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination, or (c) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; provided, that, if necessary to avoid adverse tax consequences to Executive or the Company, the Company, in its sole discretion, reserves the right to treat the payment described in this clause (ii) as taxable compensation income; and (iii) unless the Company provides otherwise when an equity award is granted, one hundred percent of the unvested portion of each outstanding equity award that Executive holds as of the Involuntary Termination will vest and, if applicable, become exercisable. In the case of equity awards subject to performance conditions, the unvested portion of the award will be determined at the greater of actual performance or based on “target” levels of achievement. For avoidance of doubt, if Executive is subject to an Involuntary Termination that occurs within three months prior to a Change in Control, the portion of Executive’s then-outstanding and unvested equity awards that is eligible to vest and become exercisable pursuant to clause (iii) will remain outstanding for three months or the occurrence of a Change in Control, whichever is sooner, so that any additional benefits due pursuant to clause (iii) may be provided if a Change in Control occurs within three months after Executive’s Involuntary Termination, provided that in no event will any of Executive’s stock options remain outstanding beyond the option’s maximum term to expiration. If a Change in Control does not occur within three months after an Involuntary Termination, any unvested portion of Executive’s equity awards that remained outstanding following Executive’s Involuntary Termination will immediately and automatically be forfeited.

Involuntary Termination Involving a Change in Control. If Executive is subject to an Involuntary Termination which occurs within three months prior toin connection with, or twelve within 12 months following, a Change in Control Control, and Executive satisfies the conditions described in Section 2(c2(d) below, then Executive shall be entitled to the following severance benefits: (i) a lump-sum cash severance continued payment equal to twelve months of Executive’s Base Salary plus Executive’s and target annual bonusbonus (assuming achievement at 100% of goals) for a period of 12 months following their Separation; (ii) if continued payment of the employer’s portion of health insurance premiums under COBRA (assuming the Executive properly and timely elects to continue health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following Executive’s termination of employment, then the Company will pay or reimburse the Executive for the full amount of all applicable COBRA premiums for Executive and Executive’s eligible dependents until the earliest of (a1) the close end of the 12-month period following the Executive’s termination of employmentSeparation, (b2) the date Executive ceases to be eligible for COBRA expiration of the Executive’s continuation coverage for any reason, including plan termination, under COBRA or (c3) the date when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; provided, that, if necessary to avoid adverse tax consequences to Executive or the Company, the Company, in its sole discretion, reserves the right to treat the payment described in this clause (ii) as taxable compensation income; and (iii) unless the Company provides otherwise when an equity award is granted, and provided that such equity awards remain outstanding following such Change in Control, one hundred percent of the unvested portion of each outstanding equity award that Executive holds as of the Involuntary Termination will vest and, if applicable, become exercisable. In ; provided, however, that in the case of equity awards subject to performance conditions, such equity awards will become vested (and, if applicable, exercisable) if and only if the unvested portion of applicable performance conditions are satisfied during the award will be determined at the greater of actual performance or based on “target” levels of achievement12-month period following such Separation. For avoidance of doubt, if Executive is subject to an Involuntary Termination that occurs within three months prior pursuant to a Change in Controlthis Subsection (c), the portion of Executive’s then-outstanding and unvested (and, if applicable, unexercisable) equity awards subject to performance-based vesting that is eligible to vest (and become exercisable exercisable) pursuant to clause (iii) will remain outstanding for three months or during the occurrence of a Change in Control, whichever is sooner12-month period following Executive’s Separation, so that any additional benefits due pursuant to clause (iii) may be provided if a Change in Control occurs within three months after the performance conditions are satisfied during the 12-month period following the Executive’s Involuntary TerminationSeparation, provided further that in no event will any of Executive’s stock options equity awards remain outstanding beyond the optionaward’s maximum term to expiration. If a Change in Control does not occur within three months after an Involuntary Termination, any unvested portion of Executive’s equity awards that remained outstanding following Executive’s Involuntary Termination will immediately and automatically be forfeitedterm.

Involuntary Termination Involving a Change in Control. If Executive is subject to an Involuntary Termination which occurs within three months prior to, or twelve months following, a Change in Control and Executive satisfies the conditions described in Section 2(c) below, then Executive shall be entitled to the following severance benefits: (i) a lump-sum cash severance payment equal to twelve [twelve/eighteen]8 months of Executive’s Base Salary plus Executive’s target annual bonus; Salary, (ii) if Executive elects an additional lump-sum cash payment equal to continue health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following [twelve/eighteen]9 months of Executive’s termination of employment, then the Company will pay or reimburse the Executive for the full amount of all applicable COBRA benefits premiums for Executive and Executive’s eligible dependents until the earliest of (a) the close of the 12-month period following Executive’s termination of employment, (b) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination, or (c) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; provided, that, if necessary to avoid adverse tax consequences to Executive or the Company, the Company, in its sole discretion, reserves the right to treat the payment described in this clause (ii) as taxable compensation income; and (iii) unless the Company provides otherwise when an equity award is granted, one hundred percent of the unvested portion of each outstanding time-based equity award that Executive holds as of the Involuntary Termination will vest and, if applicable, become exercisable. In the case of equity awards subject to performance conditions, the unvested portion of the award whether such awards are eligible for acceleration in connection with such an Involuntary Termination will be determined at the greater time of actual performance or based on “target” levels grant of achievementthe equity award and set forth in the equity award agreement. For avoidance of doubt, if Executive is subject to an Involuntary Termination that occurs within three months prior to a Change in Control, the portion of Executive’s then-outstanding and unvested equity awards that is eligible to vest and become exercisable pursuant to clause (iii) will remain outstanding for three months or the occurrence of a Change in Control, whichever is sooner, so that any additional benefits due pursuant to clause (iii) may be provided if a Change in Control occurs within three months after Executive’s Involuntary Termination, provided that in no event will any of Executive’s stock options remain outstanding beyond the option’s maximum term to expiration. If a Change in Control does not occur within three months after an Involuntary Termination, any unvested portion of Executive’s equity awards that remained outstanding following Executive’s Involuntary Termination will immediately and automatically be forfeited.

Involuntary Termination Involving a Change in Control. If Executive is subject to an Involuntary Termination which occurs within three months prior to, or twelve months following, a Change in Control and Executive satisfies the conditions described in Section 2(c) below, then Executive shall be entitled to the following severance benefits: (i) a lump-sum cash severance payment equal to twelve 1.5 times the sum of (x) Executive’s Base Salary and (y) Target Bonus; (ii) a lump sum cash payment equal to eighteen months of Executive’s Base Salary plus Executive’s target annual bonus; (ii) if Executive elects to continue health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following Executive’s termination of employment, then the Company will pay or reimburse the Executive for the full amount of all applicable COBRA premiums for Executive and Executive’s eligible dependents until the earliest of (a) the close of the 12-month period following Executive’s termination of employment, (b) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination, or (c) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; provided, that, if necessary to avoid adverse tax consequences to Executive or the Company, the Company, in its sole discretion, reserves the right to treat the payment described in this clause (ii) as taxable compensation incomepremiums; and (iii) unless the Company provides otherwise when an equity award is granted, one hundred percent of the unvested portion of each outstanding equity award that Executive holds as of the Involuntary Termination will vest and, if applicable, become exercisable. In the case of equity awards subject to performance conditions, the unvested portion of the award will be determined at the greater of actual performance or based on “target” levels of achievement. For avoidance of doubt, if Executive is subject to an Involuntary Termination that occurs within three months prior to a Change in Control, the portion of Executive’s then-outstanding and unvested equity awards that is eligible to vest and become exercisable pursuant to clause (iii) will remain outstanding for three months or the occurrence of a Change in Control, whichever is sooner, so that any additional benefits due pursuant to clause (iii) may be provided if a Change in Control occurs within three months after Executive’s Involuntary Termination, provided that in no event will any of Executive’s stock options remain outstanding beyond the option’s maximum term to expiration. If a Change in Control does not occur within three months after an Involuntary Termination, any -2- unvested portion of Executive’s equity awards that remained outstanding following Executive’s Involuntary Termination will immediately and automatically be forfeited. (c) Preconditions to Severance and Change in Control Benefits / Timing of Benefits. As a condition to Executive’s receipt of any benefits described in Section 2, Executive shall execute and allow to become effective a general release of claims in substantially the form attached hereto, comply with the Executive’s continuing obligations (including the return of Company property) to the Company, and, if requested by the Company, immediately resign from all positions Executive holds with the Company, including as a member of the Company’s Board of Directors and as a member of the board of directors of any subsidiaries of the Company. Executive must execute and return the release on or before the date specified by the Company, which will in no event be later than 50 days after Executive’s employment terminates. If Executive fails to return the release by the deadline or if Executive revokes the release, then Executive will not be entitled to the benefits described in this section 2. All such benefits will be paid or provided within 60 days after Executive’s Involuntary Termination or if later on the date a Change in Control occurs. If such 60 day period spans calendar years, then payment will in any event be made in the second calendar year. 3.