Common use of Pre-IPO Clause in Contracts

Pre-IPO. In the event that the Company undergoes a Change of Control prior to an IPO, the Company agrees, upon Employee’s request, that it will seek the requisite approval by its stockholders, and encourage that they grant such approval, of the payments proposed to be made to Employee in connection with such Change of Control in order to prevent having the payments characterized as “parachute payments” under Sections 280G and 4999 of the Code. In connection with the obtaining of such approval, Employee agrees to undertake any such waivers that may be required of Employee in order for the Company to validly seek the approval of its stockholders. In addition, in the event that Employee’s employment ends within 12 months after the completion of any Change of Control other than as a result of a termination of Employee’s employment by the Company for Cause, the Company agrees to enter into a consulting or advisory relationship with Employee following the completion of such Change of Control such that any unvested stock options or restricted stock that could have accelerated as a result of such Change of Control under the Restricted Stock Purchase Agreement or otherwise absent Employee’s waiver of any such acceleration will continue to vest in accordance with the EMPLOYMENT AGREEMENT terms of any applicable stock option or restricted stock agreements. The Company agrees to maintain such relationship with Employee in good faith, provided Employee continues to provide bona fide consulting or advisory services to the Company, until such time as all options or restricted shares which were unvested as of the consummation of such Change of Control become fully vested. For the avoidance of doubt, if the provision of services as a consultant would result in the Employee’s not having had a “separation from service” under Section 409A of the Code, any payments that would have been due upon a termination of employment shall be deferred until such separation from service shall have occurred.

Pre-IPO. In the event that the Company undergoes a Change of Control prior to an IPO, the Company agrees, upon EmployeeConsultant’s request, that it will seek the requisite approval by its stockholders, and encourage that they grant such approval, of the payments proposed to be made to Employee Consultant in connection with such Change of Control in order to prevent having the payments characterized as “parachute payments” under Sections 280G and 4999 of the Code. In connection with the obtaining of such approval, Employee Consultant agrees to undertake any such waivers that may be required of Employee Consultant in order for the Company to validly seek the approval of its stockholders. In addition, in the event that EmployeeConsultant’s employment ends within 12 months after the completion of any Change of Control other than as a result of a termination of Employee’s employment by the Company for CauseControl, the Company agrees to enter into a consulting or advisory relationship with Employee Consultant following the completion of such Change of Control such that any unvested stock options or restricted stock that could have accelerated as a result of such Change of Control under the Restricted Stock Purchase Agreement or otherwise absent EmployeeConsultant’s waiver of any such acceleration will continue to vest in accordance with the EMPLOYMENT AGREEMENT terms of any applicable stock option or restricted stock agreements. The Company agrees to maintain such relationship with Employee Consultant in good faith, provided Employee Consultant continues to provide bona fide consulting or advisory services to the Company, until such time as all options or restricted shares which were unvested as of the consummation of such Change of Control become fully vested. For the avoidance of doubt, if the provision of services as a consultant would result in the EmployeeConsultant’s not having had a “separation from service” under Section 409A of the Code, any payments that would have been due upon a termination of employment shall will be deferred until such separation from service shall will have occurred.