Common use of Termination in Connection with a Change of Control Clause in Contracts

Termination in Connection with a Change of Control. In the event that within sixty (60) days before or twelve (12) months following the consummation of a Change of Control (the “Change of Control Period”), the Company, or any successor thereto, terminates your employment without Cause or you terminate your employment for Good Reason, then the Company shall (i) pay a lump sum amount equal to eighteen (18) months of your then current base salary (without giving any effect to any reduction thereof which may constitute Good Reason), which will be payable within thirty (30) days following your termination of employment, (ii) pay a lump sum amount equal to eighteen (18) months of the annual bonus you are eligible to receive for the current Calendar year assuming performance is achieved at target and, which will be payable within thirty (30) days following your termination of employment, and (iii) the vesting and, if applicable, exercisability of each Company equity award held by you, including, without limitation, each stock option of any kind and nature (e.g., time or performance based, etc.), shall accelerate in full as of immediately prior to your termination of employment. In addition, the Company will provide and pay the premium cost for you and your dependents of medical and dental insurance benefits to the extent you were receiving such benefits immediately prior to your termination date from the date of your termination of employment through the earlier of the eighteen (18) month anniversary of the termination of your employment or the date you become eligible for medical and dental insurance benefits from a subsequent employer, provided that you timely elect "COBRA" coverage under the Company group health insurance plan under which coverage was being provided to you at the time when your employment terminates. If the Company is unable to provide such medical and dental insurance benefits or "COBRA" coverage is not available to you as of the time when your employment is terminated, then the Company will pay to you a lump sum equal to the premium cost of the benefits provided for the nine months prior to your termination, payable within thirty (30) days following your termination of employment.

Termination in Connection with a Change of Control. In the event that within sixty (60) days before or twelve (12) months following the consummation of a Change of Control (as defined below) (the “Change of Control Period”), the Company, or any successor thereto, terminates your employment without Cause or you terminate your employment for Good Reason, then the Company shall (i) pay a lump sum amount equal to eighteen twelve (1812) months of your then current base salary (without giving any 1 | Page US-DOCS\105988669.1 effect to any reduction thereof which may constitute Good Reason), which will be payable within thirty (30) days the period of time set forth in Section 3 below following your termination of employment, (ii) pay a lump sum amount equal to eighteen twelve (1812) months of the annual bonus you are eligible to receive for the current Calendar year assuming performance is achieved at target and, which will be payable within thirty (30) days the period of time set forth in Section 3 below following your termination of employment, and (iii) the vesting and, if applicable, exercisability of each Company equity award held by you, including, without limitation, each stock option of any kind and nature (e.g., time or performance based, etc.), shall accelerate in full as of immediately prior to your termination of employment. In addition, the Company will provide and pay the premium cost for you and your dependents of medical and dental insurance benefits to the extent you were receiving such benefits immediately prior to your termination date from the date of your termination of employment through the earlier of the eighteen twelve (1812) month anniversary of the termination of your employment or the date you become eligible for medical and dental insurance benefits from a subsequent employer, provided that you timely elect "COBRA" coverage under the Company group health insurance plan under which coverage was being provided to you at the time when your employment terminates. If the Company is unable to provide such medical and dental insurance benefits or "COBRA" coverage is not available to you as of the time when your employment is terminated, then the Company will pay to you a lump sum equal to the premium cost of the benefits provided for the nine twelve (12) months prior to your termination, payable within thirty (30) days the period of time set forth in Section 3 below following your termination of employment.

Termination in Connection with a Change of Control. In the event that within sixty (60) days before or twelve (12) months following the consummation of a Change of Control (as defined below) (the “Change of Control Period”), the Company, or any successor thereto, terminates your employment without Cause or you terminate your employment for Good Reason, then the Company shall (i) pay a lump sum amount equal to eighteen twelve (1812) months of your then current base salary (without giving any effect to any reduction thereof which may constitute Good Reason), which will be payable within thirty (30) days the period of time set forth in Section 3 below following your termination of employment, (ii) pay a lump sum amount equal to eighteen twelve (1812) months of the annual bonus you are eligible to receive for the current Calendar year assuming performance is achieved at target and, which will be payable within thirty (30) days the period of time set forth in Section 3 below following your termination of employment, and (iii) the vesting and, if applicable, exercisability of each Company equity award held by you, including, without limitation, each stock option of any kind and nature (e.g., time or performance based, etc.), shall accelerate in full as of immediately prior to your termination of employment. In addition, the Company will provide and pay the premium cost for you and your dependents of medical and dental insurance benefits to the extent you were receiving such benefits immediately prior to your termination date from the date of your termination of employment through the earlier of the eighteen twelve (1812) month anniversary of the termination of your employment or the date you become eligible for medical and dental insurance benefits from a subsequent employer, provided that you timely elect "COBRA" coverage under the Company group health insurance plan under which coverage was being provided to you at the time when your employment terminates. If the Company is unable to provide such medical and dental insurance benefits or "COBRA" coverage is not available to you as of the time when your employment is terminated, then the Company will pay to you a lump sum equal to the premium cost of the benefits provided for the nine twelve (12) months prior to your termination, payable within thirty (30) days the period of time set forth in Section 3 below following your termination of employment.

Termination in Connection with a Change of Control. In the event that within sixty (60) days before or twelve (12) months following the consummation of a Change of Control (as defined below) (the “Change of Control Period”), the Company, or any successor thereto, terminates your employment without Cause or you terminate your employment for Good Reason, then the Company shall (i) pay a lump sum amount equal to eighteen fifteen (1815) months of your then current base salary (without giving any effect to any reduction thereof which may constitute Good Reason), which will be payable within thirty (30) days the period of time set forth in Section 3 below following your termination of employment, (ii) pay a lump 1 | Page US-DOCS\105988679.1 sum amount equal to eighteen fifteen (1815) months of the annual bonus you are eligible to receive for the current Calendar year assuming performance is achieved at target and, which will be payable within thirty (30) days the period of time set forth in Section 3 below following your termination of employment, and (iii) the vesting and, if applicable, exercisability of each Company equity award held by you, including, without limitation, each stock option of any kind and nature (e.g., time or performance based, etc.), shall accelerate in full as of immediately prior to your termination of employment. In addition, the Company will provide and pay the premium cost for you and your dependents of medical and dental insurance benefits to the extent you were receiving such benefits immediately prior to your termination date from the date of your termination of employment through the earlier of the eighteen fifteen (1815) month anniversary of the termination of your employment or the date you become eligible for medical and dental insurance benefits from a subsequent employer, provided that you timely elect "COBRA" coverage under the Company group health insurance plan under which coverage was being provided to you at the time when your employment terminates. If the Company is unable to provide such medical and dental insurance benefits or "COBRA" coverage is not available to you as of the time when your employment is terminated, then the Company will pay to you a lump sum equal to the premium cost of the benefits provided for the nine fifteen (15) months prior to your termination, payable within thirty (30) days the period of time set forth in Section 3 below following your termination of employment.

Termination in Connection with a Change of Control. In the event that within sixty (60) days before or twelve (12) months following the consummation of a Change of Control (as defined below) (the “Change of Control Period”), the Company, or any successor thereto, terminates your employment without Cause or you terminate your employment for Good Reason, then the Company shall (i) pay a lump sum amount equal to eighteen twelve (1812) months of your then current base salary (without giving any 1 | Page US-DOCS\105988660.1 effect to any reduction thereof which may constitute Good Reason), which will be payable within thirty (30) days the period of time set forth in Section 3 below following your termination of employment, (ii) pay a lump sum amount equal to eighteen twelve (1812) months of the annual bonus you are eligible to receive for the current Calendar year assuming performance is achieved at target and, which will be payable within thirty (30) days the period of time set forth in Section 3 below following your termination of employment, and (iii) the vesting and, if applicable, exercisability of each Company equity award held by you, including, without limitation, each stock option of any kind and nature (e.g., time or performance based, etc.), shall accelerate in full as of immediately prior to your termination of employment. In addition, the Company will provide and pay the premium cost for you and your dependents of medical and dental insurance benefits to the extent you were receiving such benefits immediately prior to your termination date from the date of your termination of employment through the earlier of the eighteen twelve (1812) month anniversary of the termination of your employment or the date you become eligible for medical and dental insurance benefits from a subsequent employer, provided that you timely elect "COBRA" coverage under the Company group health insurance plan under which coverage was being provided to you at the time when your employment terminates. If the Company is unable to provide such medical and dental insurance benefits or "COBRA" coverage is not available to you as of the time when your employment is terminated, then the Company will pay to you a lump sum equal to the premium cost of the benefits provided for the nine twelve (12) months prior to your termination, payable within thirty (30) days the period of time set forth in Section 3 below following your termination of employment.

Termination in Connection with a Change of Control. In the event that within sixty (60) days before or twelve (12) months following the consummation of a Change of Control (as defined below) (the “Change of Control Period”), the Company, or any successor thereto, terminates your employment without Cause or you terminate your employment for Good Reason, then the Company shall (i) pay a lump sum amount equal to eighteen twelve (1812) months of your then current base salary (without giving any effect to any reduction thereof which may constitute Good Reason), which will be payable within thirty (30) days the period of time set forth in Section 3 below following your termination of employment, (ii) pay a lump sum amount equal to eighteen twelve (1812) months of the annual bonus you are eligible to receive for the 1 | Page US-DOCS\105988679.1 current Calendar year assuming performance is achieved at target and, which will be payable within thirty (30) days the period of time set forth in Section 3 below following your termination of employment, and (iii) the vesting and, if applicable, exercisability of each Company equity award held by you, including, without limitation, each stock option of any kind and nature (e.g., time or performance based, etc.), shall accelerate in full as of immediately prior to your termination of employment. In addition, the Company will provide and pay the premium cost for you and your dependents of medical and dental insurance benefits to the extent you were receiving such benefits immediately prior to your termination date from the date of your termination of employment through the earlier of the eighteen twelve (1812) month anniversary of the termination of your employment or the date you become eligible for medical and dental insurance benefits from a subsequent employer, provided that you timely elect "COBRA" coverage under the Company group health insurance plan under which coverage was being provided to you at the time when your employment terminates. If the Company is unable to provide such medical and dental insurance benefits or "COBRA" coverage is not available to you as of the time when your employment is terminated, then the Company will pay to you a lump sum equal to the premium cost of the benefits provided for the nine twelve (12) months prior to your termination, payable within thirty (30) days the period of time set forth in Section 3 below following your termination of employment.

Termination in Connection with a Change of Control. In the event that within sixty (60) days before or twelve (12) months following the consummation of a Change of Control (as defined below) (the “Change of Control Period”), the Company, or any successor thereto, terminates your employment without Cause or you terminate your employment for Good Reason, then the Company shall (i) pay a lump sum amount equal to eighteen twelve (1812) months of your then current base salary (without giving any effect to any reduction thereof which may constitute Good Reason), which will be payable within thirty (30) days the period of time set forth in Section 3 below following your termination of employment, (ii) pay a lump 1 | Page | sum amount equal to eighteen twelve (1812) months of the annual bonus you are eligible to receive for the current Calendar year assuming performance is achieved at target and, which will be payable within thirty (30) days the period of time set forth in Section 3 below following your termination of employment, and (iii) the vesting and, if applicable, exercisability of each Company equity award held by you, including, without limitation, each stock option of any kind and nature (e.g., time or performance based, etc.), shall accelerate in full as of immediately prior to your termination of employment. In addition, the Company will provide and pay the premium cost for you and your dependents of medical and dental insurance benefits to the extent you were receiving such benefits immediately prior to your termination date from the date of your termination of employment through the earlier of the eighteen twelve (1812) month anniversary of the termination of your employment or the date you become eligible for medical and dental insurance benefits from a subsequent employer, provided that you timely elect "COBRA" coverage under the Company group health insurance plan under which coverage was being provided to you at the time when your employment terminates. If the Company is unable to provide such medical and dental insurance benefits or "COBRA" coverage is not available to you as of the time when your employment is terminated, then the Company will pay to you a lump sum equal to the premium cost of the benefits provided for the nine twelve (12) months prior to your termination, payable within thirty (30) days the period of time set forth in Section 3 below following your termination of employment.

Termination in Connection with a Change of Control. In the event that within sixty (60) days before or twelve (12) months following the consummation of a Change of Control (as defined below) (the “Change of Control Period”), the Company, or any successor thereto, terminates your employment without Cause or you terminate your employment for Good Reason, then the Company shall (i) pay a lump sum amount equal to eighteen twelve (1812) months of your then current base salary (without giving any 1 | Page US-DOCS\105988659.1 effect to any reduction thereof which may constitute Good Reason), which will be payable within thirty (30) days the period of time set forth in Section 3 below following your termination of employment, (ii) pay a lump sum amount equal to eighteen twelve (1812) months of the annual bonus you are eligible to receive for the current Calendar year assuming performance is achieved at target and, which will be payable within thirty (30) days the period of time set forth in Section 3 below following your termination of employment, and (iii) the vesting and, if applicable, exercisability of each Company equity award held by you, including, without limitation, each stock option of any kind and nature (e.g., time or performance based, etc.), shall accelerate in full as of immediately prior to your termination of employment. In addition, the Company will provide and pay the premium cost for you and your dependents of medical and dental insurance benefits to the extent you were receiving such benefits immediately prior to your termination date from the date of your termination of employment through the earlier of the eighteen twelve (1812) month anniversary of the termination of your employment or the date you become eligible for medical and dental insurance benefits from a subsequent employer, provided that you timely elect "COBRA" coverage under the Company group health insurance plan under which coverage was being provided to you at the time when your employment terminates. If the Company is unable to provide such medical and dental insurance benefits or "COBRA" coverage is not available to you as of the time when your employment is terminated, then the Company will pay to you a lump sum equal to the premium cost of the benefits provided for the nine twelve (12) months prior to your termination, payable within thirty (30) days the period of time set forth in Section 3 below following your termination of employment.

Termination in Connection with a Change of Control. In the event that within sixty (60) days before or twelve (12) months following the consummation of a Change of Control (the “Change of Control Period”), the Company, or any successor thereto, terminates your employment without Cause or you terminate your employment for Good Reason, then the Company shall (i) pay a lump sum amount equal to eighteen twenty four (1824) months of your then current base salary (without giving any effect to any 1 | Page US-DOCS\70602829.6 reduction thereof which may constitute Good Reason), which will be payable within thirty (30) days the period of time set forth in Section 3 below following your termination of employment, (ii) pay a lump sum amount equal to eighteen twenty four (1824) months of the annual bonus you are eligible to receive for the current Calendar year assuming performance is achieved at target and, which will be payable within thirty (30) days the period of time set forth in Section 3 below following your termination of employment, and (iii) the vesting and, if applicable, exercisability of each Company equity award held by you, including, without limitation, each stock option of any kind and nature (e.g., time or performance based, etc.), shall accelerate in full as of immediately prior to your termination of employment. In addition, the Company will provide and pay the premium cost for you and your dependents of medical and dental insurance benefits to the extent you were receiving such benefits immediately prior to your termination date from the date of your termination of employment through the earlier of the eighteen twenty four (1824) month anniversary of the termination of your employment or the date you become eligible for medical and dental insurance benefits from a subsequent employer, provided that you timely elect "COBRA" coverage under the Company group health insurance plan under which coverage was being provided to you at the time when your employment terminates. If the Company is unable to provide such medical and dental insurance benefits or "COBRA" coverage is not available to you as of the time when your employment is terminated, then the Company will pay to you a lump sum equal to the premium cost of the benefits provided for the nine twenty four (24) months prior to your termination, payable within thirty (30) days the period of time set forth in Section 3 below following your termination of employment.

Termination in Connection with a Change of Control. In the event that within sixty (60) days before or twelve (12) months following the consummation of a Change of Control (as defined below) (the “Change of Control Period”), the Company, or any successor thereto, terminates your employment without Cause or you terminate your employment for Good Reason, then the Company shall (i) pay a lump sum amount equal to eighteen twelve (1812) months of your then current base salary (without giving any 1 | Page US-DOCS\105988652.1 effect to any reduction thereof which may constitute Good Reason), which will be payable within thirty (30) days the period of time set forth in Section 3 below following your termination of employment, (ii) pay a lump sum amount equal to eighteen twelve (1812) months of the annual bonus you are eligible to receive for the current Calendar year assuming performance is achieved at target and, which will be payable within thirty (30) days the period of time set forth in Section 3 below following your termination of employment, and (iii) the vesting and, if applicable, exercisability of each Company equity award held by you, including, without limitation, each stock option of any kind and nature (e.g., time or performance based, etc.), shall accelerate in full as of immediately prior to your termination of employment. In addition, the Company will provide and pay the premium cost for you and your dependents of medical and dental insurance benefits to the extent you were receiving such benefits immediately prior to your termination date from the date of your termination of employment through the earlier of the eighteen twelve (1812) month anniversary of the termination of your employment or the date you become eligible for medical and dental insurance benefits from a subsequent employer, provided that you timely elect "COBRA" coverage under the Company group health insurance plan under which coverage was being provided to you at the time when your employment terminates. If the Company is unable to provide such medical and dental insurance benefits or "COBRA" coverage is not available to you as of the time when your employment is terminated, then the Company will pay to you a lump sum equal to the premium cost of the benefits provided for the nine twelve (12) months prior to your termination, payable within thirty (30) days the period of time set forth in Section 3 below following your termination of employment.

Termination in Connection with a Change of Control. In the event that within sixty (60) days before or twelve six (126) months following the consummation of a Change of Control (as defined below) (the “Change of Control Period”), the Company, or any successor thereto, terminates your employment without Cause or you terminate your employment for Good Reason, then the Company shall (i) pay a lump sum amount equal to eighteen six (186) months of your then current base salary (without giving any effect to any reduction thereof which may constitute Good Reason), which will be payable within thirty (30) days the period of time set forth in Section 3 below following your termination of employment, (ii) pay a lump sum amount equal to eighteen six (186) months of the annual bonus you are eligible to receive for the current Calendar calendar year assuming performance is achieved at target (100% for both Company and personal performance) and, which will be payable within thirty (30) days the period of time set forth in Section 3 below following your termination of employment, and (iii) the vesting and, if applicable, exercisability of each Company equity award held by you, including, without limitation, each stock option of any kind and nature (e.g., time or performance based, etc.), shall accelerate in full as of immediately prior to your termination of employment. In addition, the Company will provide and pay pay, or reimburse you for, the premium cost for you and your dependents of medical and dental insurance benefits to the extent you were receiving such benefits immediately prior to your termination date from the date of your termination of employment through the earlier of the eighteen six (186) month anniversary of the termination of your employment or the date you become eligible for medical and dental insurance benefits from a subsequent employer, provided that that, if you are eligible, you timely elect "“COBRA" ” coverage under the Company group health insurance plan under which coverage was being provided to you at the time when your employment terminates. If the Company is unable or determines it is inadvisable to provide such medical and dental insurance benefits or "“COBRA" ” coverage is not available to you as of the time when your employment is terminated, then the Company will pay to you a lump sum equal to the premium cost of the benefits provided for the nine six (6) months prior to your termination, payable within thirty (30) days the period of time set forth in Section 3 below following your termination of employment.