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

Termination of Employment in Connection with a Change in Control. If Executive’s employment is terminated within one hundred eighty (180) days before or after a Change in Control for any reason other than (a) Cause, or (b) Executive’s resignation that does not qualify under Section 6.2, then any and all of the shares and/or options of Innocoll AG owned by Executive that remain subject to forfeiture shall automatically become no longer subject to forfeiture upon the latter to occur of: (i) the occurrence of the Change in Control, or (ii) the termination of Executive’s employment as provided above; provided, however, that if Executive’s resignation qualifies under Section 6.2, Executive must comply with the thirty (30) days written notice and opportunity to cure requirements of Section 6.2, and in such event, Executive shall be entitled to the compensation and benefits specified in Section 6.3 hereof, as well as, the acceleration of vesting of his equity compensation, subject to limitations imposed under German law.

Termination of Employment in Connection with a Change in Control. If Executive’s employment is terminated within one hundred eighty ninety (18090) days before or after a Change in Control for any reason other than (a) Cause, or (b) Executive’s resignation that does not qualify under Section 6.2, then any and all of the shares and/or options of Innocoll AG owned by Executive that remain subject to forfeiture shall automatically become no longer subject to forfeiture upon the latter to occur of: (i) the occurrence of the Change in Control, or (ii) the termination of Executive’s employment as provided above; provided, however, that if Executive’s resignation qualifies under Section 6.2, Executive must comply with the thirty (30) days written notice and opportunity to cure requirements of Section 6.2, and in such event, Executive shall be entitled to the compensation and benefits specified in Section 6.3 hereof, as well as, the acceleration of vesting of his equity compensation, subject to limitations imposed under German law.