Common use of Severance Upon Termination following a Change of Control Clause in Contracts

Severance Upon Termination following a Change of Control. If, within the period beginning on the date of a Change of Control through the second anniversary of the Change of Control, Executive terminates Executive’s employment and the Employment Period pursuant to Section 4.4 or Company terminates Executive’s employment pursuant to Section 4.3, then Executive shall, subject to Sections 4.7, 8.13, 8.14 and 8.15, receive the payment and benefits provided in Section 4.5.1; provided, however, that in place of the twelve (12) monthly payments provided for in Section 4.5.1(i), Executive shall receive a lump sum amount of cash equal to the sum of (x) 150% of (i) Executive’s Base Salary plus (ii) Executive’s Target Performance Bonus, and (y) a pro-rata portion of the Executive’s Target Performance Bonus for the year in which Executive’s employment is terminated calculated as of the Termination Date, with such lump sum paid on the sixtieth (60th) day following the Termination Date. In addition. Executive shall receive (i) the health and/or dental insurance benefits as described in Section 4.5.1.(iv) and as set forth in Section 3.3.2 in accordance with COBRA, then for a period of up to eighteen (18) months following the Termination Date, and (ii) all outstanding performance-based restricted stock unit awards shall convert to time-based equity and all awarded, but unvested time-based equity shall vest immediately on the Termination Date.

Severance Upon Termination following a Change of Control. If, within the period beginning on the date of a Change of Control through the second anniversary of the Change of Control, Executive terminates Executive’s employment and the Employment Period pursuant to Section 4.4 or Company terminates Executive’s employment pursuant to Section 4.3, then Executive shall, subject to Sections 4.7, 8.13, 8.14 and 8.15, receive the payment and benefits provided in Section 4.5.1; provided, however, that in place of the twelve (12) monthly payments provided for in Section 4.5.1(i), Executive shall receive a lump sum amount of cash equal to the sum of (x) 150% of (i) Executive’s Base Salary plus (ii) Executive’s Target Performance Bonus, and (y) a pro-rata portion of the Executive’s Target Performance Bonus for the year in which Executive’s employment is terminated calculated as of the Termination Date, with such lump sum paid on the sixtieth (60th) day following the Termination Date. In addition. Executive shall receive (i) the health and/or dental insurance benefits as described in Section 4.5.1.(iv) and as set forth in Section 3.3.2 in accordance with COBRA, then for a period of up to eighteen (18) months following the Termination Date, and (ii) all outstanding performance-based restricted stock unit awards shall convert to time-based equity and all awarded, but unvested time-based equity shall vest immediately on the Termination Date.. Anything in this Agreement to the contrary notwithstanding, if (A) a Change of Control occurs, (B) Executive’s employment with Company is terminated by Company without Cause or if Executive terminates his employment as a result of a Constructive Discharge, in either case within one hundred eighty (180) days prior to the date on which the Change of

Severance Upon Termination following a Change of Control. If, within the period beginning on the date of a Change of Control through the second anniversary of the Change of Control, Executive terminates Executive’s employment and the Employment Period pursuant to Section 4.4 or Company terminates Executive’s employment pursuant to Section 4.3, then Executive shall, subject to Sections 4.7, 8.13, 8.14 and 8.15, receive the payment and benefits provided in Section 4.5.1; provided, however, that in place of the twelve eighteen (1218) monthly payments provided for in Section 4.5.1(i), Executive shall receive a lump sum amount of cash equal to the sum of (x) 150200% of (i) Executive’s Base Salary plus (ii) Executive’s Target Performance Bonus, and (y) a pro-rata portion of the Executive’s Target Performance Bonus for the year in which Executive’s employment is terminated calculated as of the Termination Date, with such lump sum paid on the sixtieth (60th) day following the Termination Date. In addition. Executive shall receive (i) the health and/or dental insurance benefits as described in Section 4.5.1.(iv) and as set forth in Section 3.3.2 in accordance with COBRA, then for a period of up to eighteen twenty-four (1824) months following the Termination Date, and (ii) all outstanding performance-based restricted stock unit awards shall convert to time-based equity and all awarded, but unvested time-based equity shall vest immediately on the Termination Date.