Common use of Prior to Change of Control Clause in Contracts

Prior to Change of Control. If ServiceSource should terminate Employee’s employment hereunder without “Cause” (as hereinafter defined) or Employee should terminate his employment for “Good Reason” (as hereinafter defined) within 60 days of the events constituting “Good Reason” then ServiceSource shall pay Employee a lump sum severance benefit equal to 6 months of Employee’s then base salary ($137,500), as well as 6 months target bonus ($62,500) if any (subject to applicable withholding for taxes and reduction on account of any amounts then owed by Employee to ServiceSource) and shall pay on behalf of Employee the premiums for up to an additional 6 months of group health plan coverage, assuming that Employee has timely elected such coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); the foregoing lump sum payment and COBRA premiums are hereinafter referred to as the “Severance Benefit”). For purposes of this Agreement, “Cause” shall mean the occurrence of any of the following events, as determined by ServiceSource in its sole discretion: (i) Employee’s commission of any felony or any crime involving fraud or dishonesty under the laws of the United States or any state thereof; (ii) Employee’s commission of, or participation in, a fraud or act of dishonesty against ServiceSource; (iii) Employee’s intentional, material violation of any contract or agreement between Employee and ServiceSource or any statutory duty owed to ServiceSource; (iv) Employee’s unauthorized use or disclosure of Proprietary and Confidential Information; or (v) Employee’s gross misconduct. For purposes of the foregoing, “Good Reason” shall mean the occurrence of any one of the following events without Employee’s written consent: (1) a material, adverse change in Employee’s job title; (2) a material, adverse change in Employee’s job responsibilities; (3) a reduction in Employee’s base salary, target bonus and/or aggregate level of benefits (4) a relocation of Employee’s principal place of employment beyond a radius of 30 miles from the Company’s location at the time this Agreement is entered; provided that Employee has notified ServiceSource in writing of the event described in (1), (2) or (3) above and within 30 days thereafter ServiceSource has failed to restore Employee to the appropriate job title, responsibility, compensation or location.

Prior to Change of Control. If ServiceSource should terminate Employee’s employment hereunder without “Cause” (as hereinafter defineddefined in this Section 8(a)) or Employee should terminate his employment for “Good Reason” (as hereinafter defineddefined in this Section 8(a)) within 60 days of the events constituting “Good Reason’” then ServiceSource (xx) shall pay Employee a lump sum severance benefit equal to 6 months of Employee’s then base salary ($137,500)earned, as well as 6 months but not yet paid, target bonus ($62,500) bonus, if any (any, with such amounts subject to applicable withholding for taxes and reduction on account of any amounts then owed by Employee to ServiceSource) and shall pay on behalf of Employee the premiums for up to an additional 6 months of group health plan coverage, assuming that Employee has timely elected such coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); the . The foregoing lump sum targeted bonus payment and COBRA premiums are is hereinafter referred to as the “Severance Benefit”). Termination Payment.” For purposes of this Agreement, “Cause” shall mean the occurrence of any of the following events, as determined by ServiceSource in its sole discretion: (i) Employee’s commission of any felony or any crime involving fraud or dishonesty under the laws of the United States or any state thereof; (ii) Employee’s commission of, or participation in, a fraud or act of dishonesty against ServiceSource; (iii) Employee’s intentional, material violation of any contract or agreement between Employee and ServiceSource or any statutory duty owed to ServiceSource; (iv) Employee’s unauthorized use or disclosure of Proprietary and Confidential Information; or (v) Employee’s gross misconduct. For purposes of the foregoing, “Good Reason” shall mean the occurrence of any one of the following events without Employee’s written consent: (1) a material, adverse change in Employee’s job title; (2) a material, adverse change in Employee’s job responsibilities; (3) a reduction in Employee’s base salary, target bonus and/or aggregate level of benefits benefits; or (4) a relocation of Employee’s principal place of employment beyond a radius of 30 miles from the Company’s location at the time this Agreement is enteredentered into; provided that Employee has notified ServiceSource in writing of the event described in (1), (2) or (3) above and within 30 days thereafter ServiceSource has failed to restore Employee to the appropriate job title, responsibility, compensation or location.

Prior to Change of Control. If ServiceSource should terminate Employee’s employment hereunder without “Cause” In the event this Agreement is terminated by the Executive pursuant to the provisions of Section 1.6(f) hereof prior to the occurrence of a Change of Control, the Executive shall be entitled to receive (i) any accrued, but unpaid, Salary, any authorized but unreimbursed business expenses, and any vacation or sick leave benefits which have accrued as hereinafter defined) or Employee should terminate his employment for “Good Reason” (as hereinafter defined) within 60 days of the events constituting “Good Reason” date of termination of the Agreement, but were then ServiceSource unpaid or unused, (ii) any accrued, but unpaid, Earnings Annual Bonus, and Net Sales Annual Bonus and any declared, but unpaid, Discretionary Bonus Compensation, and (iii) the full monthly Salary payable hereunder for the unexpired term of the Agreement whether or not the Executive has sought or obtained employment elsewhere after the termination of the Executive's employment pursuant of the provisions of Section 1.6(f) hereof. Any amount due the Executive under clauses (i), (ii) and (iii) of this paragraph (other than for any Earnings Annual Bonus and Net Sales Annual Bonus) shall pay Employee be paid in a lump sum severance benefit equal in cash within thirty (30) days after the termination of the Executive's employment hereunder; provided, however, that any unpaid Earnings or Net Sales Annual Bonus shall be paid to 6 months the Executive within ninety (90) days after the end of Employee’s then base salary ($137,500)the Company's taxable year for which such Minimum Annual Bonus is due. In addition, as well as 6 months target bonus ($62,500) if any (subject to applicable withholding for taxes and reduction on account of any amounts then owed in the event this Agreement is terminated by Employee to ServiceSource) and shall pay on behalf of Employee the premiums for up to an additional 6 months of group health plan coverage, assuming that Employee has timely elected such coverage Executive pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); the foregoing lump sum payment and COBRA premiums are hereinafter referred provisions of Section 1.6(f) hereof prior to as the “Severance Benefit”). For purposes of this Agreement, “Cause” shall mean the occurrence of any a Change of Control, the Company at its expense shall continue to provide the Executive with the benefits set forth in Section 1.5(b), 1.5(c) 1.5(f) and 1.5(h) above for the unexpired term of this Agreement whether or not the Executive has sought or obtained employment elsewhere after the termination of the following eventsExecutive's employment pursuant to the provisions of Section 1.6(f) hereof; provided, as determined by ServiceSource however, if the Executive obtains employment elsewhere during the aforesaid period, then the Company shall continue to provide the benefits set forth in its sole discretion: (iSections 1.5(b), 1.5(c) Employee’s commission of any felony or any crime involving fraud or dishonesty under and 1.5(h) hereof only to the laws of extent the United States or any state thereof; (ii) Employee’s commission of, or participation in, a fraud or act of dishonesty against ServiceSource; (iii) Employee’s intentional, material violation of any contract or agreement between Employee and ServiceSource or any statutory duty owed to ServiceSource; (iv) Employee’s unauthorized use or disclosure of Proprietary and Confidential Information; or (v) Employee’s gross misconduct. For purposes of the foregoing, “Good Reason” shall mean the occurrence of any one of the following events without Employee’s written consent: (1) a material, adverse change Executive does not receive such benefits in Employee’s job title; (2) a material, adverse change in Employee’s job responsibilities; (3) a reduction in Employee’s base salary, target bonus and/or aggregate level of benefits (4) a relocation of Employee’s principal place of employment beyond a radius of 30 miles their entirety from the Company’s location at Executive's then current employer. In addition, in the time event this Agreement is entered; terminated by the Executive pursuant to the provisions of Section 1.6(f), the Company at its expense shall purchase the automobile provided that Employee has notified ServiceSource to the Executive pursuant to Section 1.5(f) by paying the total lease payments due pursuant to Section 1.5(f) and the residual value then due in writing order to acquire title and transfer title on said automobile to Executive within ninety (90) days after the termination of the event described in (1), (2) or (3) above and within 30 days thereafter ServiceSource has failed to restore Employee to the appropriate job title, responsibility, compensation or locationExecutive's employment thereunder.

Prior to Change of Control. If ServiceSource should terminate Employee’s employment hereunder without “Cause” In the event this Agreement is terminated by the Executive pursuant to the provisions of Section 1.6(f) hereof prior to the occurrence of a Change of Control, the Executive shall be entitled to receive (i) any accrued, but unpaid, Salary, any authorized but unreimbursed business expenses, and any vacation or sick leave benefits which have accrued as hereinafter defined) or Employee should terminate his employment for “Good Reason” (as hereinafter defined) within 60 days of the events constituting “Good Reason” date of termination of the Agreement, but were then ServiceSource unpaid or unused, (ii) any accrued, but unpaid, Earnings Annual Bonus, and Net Sales Annual Bonus and any declared, but unpaid, Discretionary Bonus Compensation, and (iii) the full monthly Salary payable hereunder for the unexpired term of the Agreement whether or not the Executive has sought or obtained employment elsewhere after the termination of the Executive's employment pursuant of the provisions of Section 1.6(f) hereof. Any amount due the Executive under clauses (i), (ii) and (iii) of this paragraph (other than for any Earnings Annual Bonus and Net Sales Annual Bonus) shall pay Employee be paid in a lump sum severance benefit equal in cash within thirty (30) days after the termination of the Executive's employment hereunder; provided, however, that any unpaid Earnings or Net Sales Annual Bonus shall be paid to 6 months the Executive within ninety (90) days after the end of Employee’s then base salary ($137,500)the Company's taxable year for which such Minimum Annual Bonus is due. In addition, as well as 6 months target bonus ($62,500) if any (subject to applicable withholding for taxes and reduction on account of any amounts then owed in the event this Agreement is terminated by Employee to ServiceSource) and shall pay on behalf of Employee the premiums for up to an additional 6 months of group health plan coverage, assuming that Employee has timely elected such coverage Executive pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”provisions of Section 1.6(f) hereof; provided, however, if the Executive obtains employment elsewhere during the aforesaid period, then the Company shall continue to provide the benefits set forth in Sections 1.5(b); , 1.5(c) and 1.5(h) hereof only to the foregoing lump sum payment and COBRA premiums are hereinafter referred to as extent the “Severance Benefit”). For purposes of this Agreement, “Cause” shall mean the occurrence of any of the following events, as determined by ServiceSource Executive does not receive such benefits in its sole discretion: (i) Employee’s commission of any felony or any crime involving fraud or dishonesty under the laws of the United States or any state thereof; (ii) Employee’s commission of, or participation in, a fraud or act of dishonesty against ServiceSource; (iii) Employee’s intentional, material violation of any contract or agreement between Employee and ServiceSource or any statutory duty owed to ServiceSource; (iv) Employee’s unauthorized use or disclosure of Proprietary and Confidential Information; or (v) Employee’s gross misconduct. For purposes of the foregoing, “Good Reason” shall mean the occurrence of any one of the following events without Employee’s written consent: (1) a material, adverse change in Employee’s job title; (2) a material, adverse change in Employee’s job responsibilities; (3) a reduction in Employee’s base salary, target bonus and/or aggregate level of benefits (4) a relocation of Employee’s principal place of employment beyond a radius of 30 miles their entirety from the Company’s location at Executive's then current employer. In addition, in the time event this Agreement is entered; terminated by the Executive pursuant to the provisions of Section 1.6(f), the Company at its expense shall purchase the automobile provided that Employee has notified ServiceSource to the Executive pursuant to Section 1.5(f) by paying the total lease payments due pursuant to Section 1.5(f) and the residual value then due in writing order to acquire title and transfer title on said automobile to Executive within ninety (90) days after the termination of the event described in (1), (2) or (3) above and within 30 days thereafter ServiceSource has failed to restore Employee to the appropriate job title, responsibility, compensation or locationExecutive's employment thereunder.