Common use of Termination without Cause or Resignation for Good Reason in Connection with a Change of Control Clause in Contracts

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, and the termination is In Connection with a Change of Control, then, subject to Section 11(f), Executive will receive: (i) payment of an aggregate amount equal to Executive’s monthly Base Salary as is in effect on the Termination Date multiplied by 18 (less applicable tax withholdings), such amounts to be paid out in substantially equal installments over the twelve month period following such termination in accordance with the Company’s normal payroll policies; (ii) payment of the annual bonus (pursuant to Section 4(b)) accrued for the year prior to such termination (to the extent not already paid); (iii) Executive’s then-current Annual Target Bonus; (iv) a pro-rata portion of Executive’s Annual Target Bonus for the year of such termination paid in lump sum; (v) full vesting with respect to Executive’s then outstanding, unvested equity awards that were granted under any of the Company’s equity incentive plans; (vi) extension of the exercise period for all of Executive’s outstanding stock options to the first to occur of: the six (6) month anniversary of the date of termination, the expiration date of the stock options, or such earlier time as provided under the applicable plan or grant agreement with respect to a Change of Control; and (vii) reimbursement for any premiums paid for continued health benefits for Executive (and any eligible dependents) under the Company’s health plans until the earlier of (x) eighteen (18) months, payable when such premiums are due (provided Executive validly elects to continue coverage under COBRA or similar state law), or (y) the date upon which Executive and Executive’s eligible dependents become covered under similar plans.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, and the termination is In Connection with a Change of Control, then, subject to Section 11(f), Executive will receive: (i) payment of an aggregate amount equal to Executive’s monthly Base Salary as is in effect on the Termination Date multiplied by 18 (less applicable tax withholdings), such amounts to be paid out in substantially equal installments over the twelve month period following such termination in accordance with the Company’s normal payroll policies; (ii) payment of the annual bonus (pursuant to Section 4(b)) accrued for the year prior to such termination (to the extent not already paid); (iii) Executive’s then-current Annual Target Bonus; (iv) a pro-rata portion of Executive’s Annual Target Bonus for the year of such termination paid in lump sum; (v) full vesting with respect to Executive’s then outstanding, unvested equity awards that were granted under any of the Company’s equity incentive plans; (vi) extension of the exercise period for all of Executive’s outstanding stock options to the first to occur of: the six (6) 6 month anniversary of the date of termination, the expiration date of the stock options, or such earlier time as provided under the applicable plan or grant agreement with respect to a Change of Control; and (vii) reimbursement for any premiums paid for continued health benefits for Executive (and any eligible dependents) under the Company’s health plans until the earlier of (x) eighteen (18) months, payable when such premiums are due (provided Executive validly elects to continue coverage under COBRA or similar state law), or (y) the date upon which Executive and Executive’s eligible dependents become covered under similar plans.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, and the termination is In in Connection with a Change of Control, then, provided that the termination of Executive’s employment constitutes a Separation from Service, subject to Section 11(f)8, Executive will receive: (i) a lump sum payment of in an aggregate amount equal to 200% of the sum of Executive’s monthly annual Base Salary as is in effect on the Termination Date multiplied by 18 and Executive’s Average Annual Bonus (less applicable tax withholdings), such amounts to be paid out in substantially equal installments over the twelve month period following such termination in accordance with the Company’s normal payroll policies; (ii) payment payout of his pro-rata bonus for the fiscal year of the annual Company in which termination occurs provided the Company bonus (pursuant targets are satisfied, such amount to Section 4(b)) accrued for be paid in one lump sum on or before March 15th of the year prior to such termination (to the extent not already paid)succeeding fiscal year; (iii) in addition to Executive’s then-current Annual Target Bonusrights under any Company equity compensation plans pursuant to which Executive has been granted equity awards, including without limitation the Autodesk, Inc. 2006 Employee Stock Plan, the Autodesk, Inc. 2008 Employee Stock Plan, or the Autodesk, Inc. Equity Incentive Deferral Plan, each of Executive’s then outstanding unvested equity awards, including awards that would otherwise vest only upon satisfaction of performance criteria, shall fully accelerate and become vested and exercisable with respect to one hundred percent (100%) of the shares subject thereto; (iv) a pro-rata portion period of not less than twelve (12) months to exercise any vested stock options that were granted to Executive by the Company on or after February 2, 2009 (provided that such options shall expire, if earlier, on the date when they would have expired if Executive’s Annual Target Bonus for the year of such termination paid in lump sumemployment had not terminated); and (v) full vesting with respect if Executive validly elects to Executive’s then outstandingcontinue coverage under COBRA, unvested equity awards that were granted under any of the Company’s equity incentive plans; (vi) extension of the exercise period for all of Executive’s outstanding stock options to the first to occur of: the six (6) month anniversary of the date of termination, the expiration date of the stock options, or such earlier time as provided under the applicable plan or grant agreement with respect to a Change of Control; and (vii) reimbursement for any premiums paid for continued health benefits for the Executive (and any eligible dependents) under the Company’s health plans until the earlier of (x) eighteen (18) monthsplans, payable when such premiums are due until the earlier of (provided Executive validly elects to continue coverage under COBRA or similar state law), A) eighteen (18) months or (yB) the date upon which Executive and Executive’s eligible dependents become covered under similar plans. Subject to Section 9, the accelerated vesting and exercisability described in subsections (iii) and (iv) above shall be effective immediately as of the date on which Executive’s separation agreement and release of claims described in Section 8(a) may be revoked has expired, and any severance payment described in (i) above shall be made, and commence in the case of (v), on the later of the sixtieth (60th) day after Executive’s Separation from Service or the consummation of the Change of Control.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, and the termination is In Connection in connection with a Change of Control, then, subject you will not be required to Section 11(f)mitigate the amount of any payment contemplated by this Agreement, Executive nor will any earnings that you may receive from any other source reduce any such payment, you will receive: (i) payment of an aggregate amount equal to Executive’s your monthly Base Salary as is in effect on the Termination Date multiplied by 18 [18] (less applicable tax withholdings), such amounts to be paid out in substantially equal installments over the twelve month period following such termination in accordance with the Company’s normal payroll policies; (ii) payment of the annual bonus (pursuant to Section 4(b)) accrued for the year prior to such termination (to the extent not already paid); [(iii) Executive’s your then-current Annual Target Bonusannual target Bonus (if any as previously contemplated and in the sole discretion of the Company)]; (iv) a pro-rata portion of Executive’s Annual Target your annual target Bonus for the year of such termination paid in lump sum; (v) full vesting with respect to Executive’s your then outstanding, unvested equity awards that were granted under any of the Company’s equity incentive plans; (vi) extension of the exercise period for all of Executive’s your outstanding stock options to the first to occur of: the six (6) 6 month anniversary of the date of termination, the expiration date of the stock options, or such earlier time as provided under the applicable plan or grant agreement with respect to a Change of Control; and (vii) reimbursement for any premiums paid for continued health benefits for Executive you (and any eligible dependents) under the Company’s health plans until the earlier of (x) eighteen (18) months, payable when such premiums are due (provided Executive you validly elects elect to continue coverage under COBRA or similar state law), or (y) the date upon which Executive you and Executive’s your eligible dependents become covered under similar plans.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, and the termination is In Connection with a Change of Control, then, subject to Section 11(f), Executive will receive: (i) payment of an aggregate amount equal to Executive’s monthly Base Salary as is in effect on the Termination Date multiplied by 18 12 (less applicable tax withholdings), such amounts to be paid out in substantially equal installments over the twelve month period following such termination in accordance with the Company’s normal payroll policies; (ii) payment of the annual bonus (pursuant to Section 4(b)) accrued for the year prior to such termination (to the extent not already paid); (iii) Executive’s then-current Annual Target Bonus; (iv) a pro-rata portion of Executive’s Annual Target Bonus for the year of such termination paid in lump sum; (v) full vesting with respect to Executive’s then outstanding, unvested equity awards that were granted under any of the Company’s equity incentive plans; (vi) extension of the exercise period for all of Executive’s outstanding stock options to the first to occur of: the six (6) 6 month anniversary of the date of termination, the expiration date of the stock options, or such earlier time as provided under the applicable plan or grant agreement with respect to a Change of Control; and (vii) reimbursement for any premiums paid for continued health benefits for Executive (and any eligible dependents) under the Company’s health plans until the earlier of (x) eighteen twelve (1812) months, payable when such premiums are due (provided Executive validly elects to continue coverage under COBRA or similar state law), or (y) the date upon which Executive and Executive’s eligible dependents become covered under similar plans.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If the Company terminates Executive’s employment is terminated by the Company without Cause Cause, or by if Executive resigns for Good Reason, and upon the termination is In Connection with occurrence of, or within the six (6) months following, the effective date of a Change of Control, then, subject in addition to the amounts described in Section 11(f)4.5.1, and conditioned upon Executive executing and not revoking the Release within the time periods specified therein, the Company will receiveprovide the following separation benefits: (i) payment of an aggregate amount equal to the Company will continue Executive’s monthly Base Salary as is (at the rate in effect as of the termination) for a period of twelve (12) months, beginning on the Termination Date multiplied by 18 sixtieth (less applicable tax withholdings), such amounts to be paid out in substantially equal installments over 60th) day following the twelve month period following such termination in accordance of Executive’s employment with the Company’s normal payroll policies; , (ii) payment of the annual bonus (pursuant to Section 4(b)) accrued for the year prior to such termination (to the extent not already paid); (iii) Executive’s then-current Annual Target Bonus; (iv) a pro-rata portion of Executive’s Annual Target Bonus for the year of such termination paid in lump sum; (v) full vesting with respect to Executive’s then outstanding, unvested equity awards that were granted if Executive timely elects continued health insurance coverage under any of the Company’s equity incentive plans; (vi) extension of the exercise period for all of Executive’s outstanding stock options to the first to occur of: the six (6) month anniversary of the date of terminationCOBRA, the expiration date of Company shall pay the stock options, or such earlier time as provided under the applicable plan or grant agreement with respect to a Change of Control; and (vii) reimbursement for any premiums paid for continued health benefits for Executive (and any eligible dependents) under the Company’s health plans until the earlier of (x) eighteen (18) months, payable when such premiums are due (provided Executive validly elects entire premium necessary to continue such coverage under COBRA or similar state law), or (y) the date upon which for Executive and Executive’s eligible dependents become covered until the conclusion of the time when Executive is receiving continuation of Base Salary payments or until Executive becomes eligible for group health insurance coverage under similar plansanother employer’s plan, whichever occurs first, provided however that the Company has the right to terminate such payment of COBRA premiums on behalf of Executive and instead pay Executive a lump sum amount equal to the COBRA premium times the number of months remaining in the specified period if the Company determines in its discretion that continued payment of the COBRA premiums is or may be discriminatory under Section 105(h) of the Internal Revenue Code; (iii) Executive shall be entitled to a pro-rata share of the Annual Bonus for the year in which the termination occurred, to be paid when and if such Annual Bonus would have been paid under this Agreement; and (iv) immediate accelerated vesting of all unvested equity awards such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%) of all such equity awards. The Base Salary payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in the first payroll period that follows such effective date.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, and the termination is In in Connection with a Change of Control, then, subject to Section 11(f)8, Executive will receive: (i) a lump sum payment of in an aggregate amount equal to 100% of the aggregate of Executive’s monthly annual Base Salary as is plus the Target Annual Incentive for the year in effect on which the Termination Date multiplied by 18 termination occurs (less applicable tax withholdings), such amounts to be paid out in substantially equal installments over the twelve month period following such termination in accordance with the Company’s normal payroll policies; (ii) payment each of Executive’s then outstanding unvested stock options and any other equity awards (other than any awards that vest based on performance), shall partially accelerate and become vested and exercisable for a number of shares that would have otherwise vested within the annual bonus twenty-four (pursuant to Section 4(b)24) accrued for the year prior to months following such termination (to the extent not already paid)of employment; (iii) Executive’s then-current Annual Target Bonus; (iv) a pro-rata portion period of Executive’s Annual Target Bonus for the year of such termination paid in lump sum; (v) full vesting with respect to Executive’s then outstanding, unvested equity awards that were granted under any of the Company’s equity incentive plans; (vi) extension of the exercise period for all of Executive’s outstanding stock options to the first to occur of: the not less than six (6) month anniversary of months to exercise any vested stock options that were granted to Executive by the Company on or after the date of terminationthis Agreement (provided that such options shall expire, if earlier, on the expiration date of the stock options, or such earlier time as provided under the applicable plan or grant agreement with respect to a Change of Controlwhen they would have expired if Executive’s employment had not terminated); and (viiiv) if Executive validly elects to continue coverage under COBRA, reimbursement for any premiums paid for continued health benefits for the Executive (and any eligible dependents) under the Company’s health plans until the earlier of (x) eighteen (18) monthsplans, payable when such premiums are due until the earlier of (provided Executive validly elects to continue coverage under COBRA or similar state law), A) twelve (12) months or (yB) the date upon which Executive and Executive’s eligible dependents become covered under similar plans. The severance payment under this Subsection (b) shall be made within five (5) business days after Executive’s employment terminates, except that such payment shall in no event be made prior to the earliest date permitted by Section 409A(a)(2) of the Code. If such payment must be delayed, as determined by the Company, then such payment shall be made on the earliest practicable date permitted by Section 409A(a)(2) of the Code.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, and the termination is In in Connection with a Change of Control, then, subject to Section 11(f)8, Executive will receive: (i) continued payment of an aggregate amount equal to Executive’s monthly Base Salary as is for the year in effect on which the Termination Date multiplied by 18 termination occurs (less subject to applicable tax withholdings), for twenty-four (24) months, such amounts to be paid out in substantially equal installments over the twelve month period following such termination bi-weekly in accordance with the Company’s normal payroll policies; (ii) the payment in an amount equal to 100% of the annual bonus (pursuant to Section 4(b)) accrued Executive’s Target Annual Incentive for the year prior in which the termination occurs (subject to applicable tax withholdings), such termination amounts to be paid out bi-weekly in accordance with the Company’s normal payroll policies over the course of twelve (to the extent not already paid)12) months; (iii) Executivethe current year’s then-current Target Annual Target Bonus; (iv) a Incentive pro-rata portion of Executive’s Annual Target Bonus for the year of such termination paid in lump sum; (v) full vesting with respect rated to Executive’s then outstanding, unvested equity awards that were granted under any of the Company’s equity incentive plans; (vi) extension of the exercise period for all of Executive’s outstanding stock options to the first to occur of: the six (6) month anniversary of the date of termination, with such pro-rated amount to be calculated by multiplying the expiration current year’s Target Annual Incentive by a fraction with a numerator equal to the number of days inclusive between the start of the current calendar year and the date of termination and a denominator equal to 365 such amounts to be paid out bi-weekly in accordance with the stock optionsCompany’s normal payroll policies over the course of twelve (12) months; (iv) 100% (subject to the following sentence) of Executive’s then outstanding unvested equity awards will vest, or such earlier time as provided under the applicable plan or grant agreement with respect to a Change of Control; and (viiv) reimbursement for any premiums paid for continued health benefits for Executive (and any eligible dependents) under the Company’s health plans until the earlier of (xA) eighteen (18) months, payable when such premiums are due (provided Executive validly elects to continue coverage under COBRA or similar state lawCOBRA), or (yB) the date upon which Executive and Executive’s eligible dependents become covered under similar plans. Notwithstanding the previous sentence, if the Change of Control occurs between January 2, 2007 and August 7, 2007 inclusive, only 50% of Executive’s then outstanding unvested equity awards will vest.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, and the termination is In in Connection with a Change of Control, then, subject to Section 11(f)8 and Section 7(d) below, Executive will receive: (i) in a lump sum payment on the ninety-sixth (96th) day following Executive’s termination of employment: (A) an aggregate amount equal to twenty-four (24) months of Executive’s monthly Base Salary as is for the year in effect on which the Termination Date multiplied by 18 termination occurs (less subject to applicable tax withholdings), such amounts ; and (B) an amount equal to be paid out 100% of Executive’s Target Annual Incentive for the year in substantially equal installments over which the twelve month period following such termination in accordance with the Company’s normal payroll policiesoccurs (subject to applicable tax withholdings); (ii) payment of the annual bonus (pursuant to Section 4(b)) accrued for the year prior to such termination (an amount equal to the extent not already paid); (iii) Executivecurrent year’s then-current Target Annual Target Bonus; (iv) a Incentive pro-rata portion of Executive’s Annual Target Bonus for the year of such termination paid in lump sum; (v) full vesting with respect rated to Executive’s then outstanding, unvested equity awards that were granted under any of the Company’s equity incentive plans; (vi) extension of the exercise period for all of Executive’s outstanding stock options to the first to occur of: the six (6) month anniversary of the date of termination, with such pro-rated amount to be calculated by multiplying the expiration current year’s Target Annual Incentive by a fraction with a numerator equal to the number of days inclusive between the start of the current calendar year and the date of termination and a denominator equal to 365; (iii) 100% of Executive’s then outstanding unvested equity awards (other than the award of performance-based restricted stock optionsunits granted to Executive on August 15, or 2008, which instead will be subject to the terms of such earlier time as provided under grant, including without limitation the applicable plan or grant agreement provisions regarding vesting following a change of control and in connection with respect to a Change certain terminations of Control; and employment) will vest, (viiiv) reimbursement for any premiums paid for continued health benefits for Executive (and any eligible dependents) under the Company’s health plans until the earlier of (xA) eighteen (18) months, payable when such premiums are due (provided Executive validly elects to continue coverage under COBRA or similar state lawCOBRA), or (yB) the date upon which Executive and Executive’s eligible dependents become covered under similar plans, and (v) transitional outplacement benefits in accordance with the policies and guidelines of the Company as in effect immediately prior to the Change of Control.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, in either case during the Term or any duly authorized extension thereof (as set forth in Section 9 below), and the termination is In in Connection with a Change of Control, then, subject to Section 11(f)Sections 3, 5, and 6, Executive will receive: (i) payment twenty-four (24) months of an aggregate amount equal to Executive’s monthly Base Salary base salary, as is in effect on immediately prior to the Termination Date multiplied by 18 date of termination, (less applicable tax withholdings), such amounts to be paid out in substantially equal installments over the twelve month period following such termination in accordance with ii) 200% of Executive’s target cash bonus under the Company’s normal payroll policies; (ii) payment of the annual bonus (pursuant to Section 4(b)) accrued Senior Leadership Plan for the fiscal year prior to such in which Executive’s termination (to the extent not already paid); occurs, (iii) reimbursement for premiums paid for COBRA Benefits for Executive and Executive’s then-current Annual Target Bonus; eligible dependents under the Company’s benefit plans for eighteen (18) months following Executive’s termination of employment, payable when such premiums are due (provided Executive and Executive’s eligible dependents validly elect to continue coverage under applicable law), (iv) a pro-rata portion Executive’s outstanding and vested stock options and/or stock appreciation rights as of Executive’s Annual Target Bonus termination of employment date (including, but not limited to, any awards that vest under clause (v) below) will remain exercisable until the nine (9) month anniversary of the termination of employment date; provided, however, that the post-termination exercise period for any individual stock option and/or stock appreciation right will not extend beyond the year earlier of such termination paid in lump sum; its original maximum term or the tenth (10th) anniversary of the original date of grant and (v) full accelerated vesting with respect to Executive’s then outstanding, unvested equity awards that were granted under to Executive on or prior to the date hereof or during the Term (or any duly authorized extension thereof). For purposes of clarification, following the Term (or any duly authorized extension thereof) neither the Board nor Compensation Committee of the Company’s equity incentive plans; (vi) extension Board may retroactively reduce the amount of the exercise period for all of Executive’s outstanding stock options to the first to occur of: the six (6) month anniversary of the date of termination, the expiration date of the stock options, or such earlier time as provided under the applicable plan or grant agreement acceleration with respect to a Change any grants of Control; and (vii) reimbursement for any premiums paid for continued health benefits for Executive (and any eligible dependents) under equity awards made prior to the Company’s health plans until expiration of the earlier of (x) eighteen (18) months, payable when such premiums are due (provided Executive validly elects Term unless agreed to continue coverage under COBRA or similar state law), or (y) in writing by the date upon which Executive and Executive’s eligible dependents become covered under similar plans.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s 's employment is terminated by the Company without Cause or by Executive for Good Reason, and the termination is In in Connection with a Change of Control, then, subject to Section 11(f8(d), Executive will receive: (i) continued payment of an aggregate amount equal to Executive’s monthly two (2) year's Base Salary as is in effect on the Termination Date multiplied by 18 (Salary, less applicable tax withholdings), such amounts to be paid out in substantially equal installments over the twelve month period following such termination in accordance with the Company’s 's normal payroll policies; (ii) payment two (2) payments each equal to 100% of the annual bonus (pursuant to Section 4(b)) accrued Executive's Target Annual Incentive for the year prior to such in which the termination (to occurs, less applicable tax withholdings, paid in two equal annual installments in accordance with the extent not already paid)Company's normal schedule for the payment of annual cash incentives; (iii) Executive’s then-current Annual Target Bonus; (iv) a pro-rata portion of Executive’s Annual Target Bonus for the year of such termination paid in lump sum; (v) full vesting with respect to Executive’s 's then outstanding, outstanding unvested equity awards that were granted under any of the Company’s equity incentive plansawards, other than performance-based awards; (viiv) extension of the exercise period for all of Executive’s 's outstanding stock options to the first to occur of: the six (6) month anniversary earlier of 165 calendar days from the date of termination, termination or the expiration date of the stock options, or such earlier time as provided under the applicable plan or grant agreement with respect to a Change of Control; and options (viiv) reimbursement for any premiums paid for continued health benefits for Executive (and any eligible dependents) under the Company’s 's health plans until the earlier of (x) eighteen (18) months, payable when such premiums are due (provided Executive validly elects to continue coverage under COBRA or similar state lawCOBRA), or (y) the date upon which Executive and Executive’s 's eligible dependents become covered under similar plans, and (vi) conversion of the Executive's basic term life insurance in effect immediately prior to the date of termination to continue coverage until the earlier of (x) one (1) year from the date of termination or (y) the date upon which the Executive becomes eligible for coverage under another employers life insurance plan.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, in either case during the Term or any duly authorized extension thereof (as set forth in Section 9 below), and the termination is In in Connection with a Change of Control, then, subject to Section 11(f)Sections 3, 5 and 6, Executive will receive: (i) payment eighteen (18) months of an aggregate amount equal to Executive’s monthly Base Salary base salary, as is in effect on immediately prior to the Termination Date multiplied by 18 date of termination, payable in a lump sum payment within thirty (less applicable tax withholdings)30) days of the Release Effective Date, such amounts to be paid out in substantially equal installments over (ii) 150% of the twelve month period following such termination in accordance with average of Executive’s two (2) most recent actual cash bonuses under the Company’s normal payroll policies; executive bonus plan for the two (ii2) fiscal years prior to the year in which Executive’s termination occurs, payable in a lump sum payment within thirty (30) days of the annual bonus (pursuant to Section 4(b)) accrued for the year prior to such termination (to the extent not already paid); Release Effective Date, (iii) Executive’s then-current Annual Target Bonus; (iv) a pro-rata portion of target bonus under the Company’s executive bonus plan for the fiscal year in which Executive’s Annual Target Bonus termination occurs, payable in a lump sum payment within thirty (30) days of the Release Effective Date, (iv) reimbursement for premiums paid for COBRA Benefits for Executive and Executive’s eligible dependents under the year Company’s benefit plans for eighteen (18) months following Executive’s termination of employment, payable when such termination paid premiums are due, or, at the Company’s sole discretion, in a one-time lump sum; sum payment when such premiums are first due (provided Executive and Executive’s eligible dependents validly elect to continue coverage under applicable law), and (v) full accelerated vesting with respect to Executive’s then outstanding, unvested equity awards that were granted under to Executive on or prior to the date hereof or during the Term (or any duly authorized extension thereof). For purposes of clarification, any subsequent determination by the Board or Compensation Committee of the Company’s Board to reduce the amount of acceleration following the term of this Agreement shall not affect any grants of equity incentive plans; (vi) extension of the exercise period for all of Executive’s outstanding stock options awards made prior to the first expiration of such term unless otherwise agreed to occur of: in writing by the six (6) month anniversary of the date of termination, the expiration date of the stock options, or such earlier time as provided under the applicable plan or grant agreement with respect to a Change of Control; and (vii) reimbursement for any premiums paid for continued health benefits for Executive (and any eligible dependents) under the Company’s health plans until the earlier of (x) eighteen (18) months, payable when such premiums are due (provided Executive validly elects to continue coverage under COBRA or similar state law), or (y) the date upon which Executive and Executive’s eligible dependents become covered under similar plans.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, in either case during the Term or any duly authorized extension thereof (as set forth in Section 9 below), and the termination is In in Connection with a Change of Control, then, subject to Section 11(f)Sections 3, 5, and 6, Executive will receive: (i) payment twelve (12) months of an aggregate amount equal to Executive’s monthly Base Salary base salary, as is in effect on immediately prior to the Termination Date multiplied by 18 date of termination, (less applicable tax withholdings), such amounts to be paid out in substantially equal installments over the twelve month period following such termination in accordance with ii) 100% of Executive’s target cash bonus under the Company’s normal payroll policies; (ii) payment of the annual bonus (pursuant to Section 4(b)) accrued Senior Leadership Plan for the fiscal year prior to such in which Executive’s termination (to the extent not already paid); occurs, (iii) reimbursement for premiums paid for COBRA Benefits for Executive and Executive’s then-current Annual Target Bonus; eligible dependents under the Company’s benefit plans for twelve (12) months following Executive’s termination of employment or (y) such earlier date that Executive and Executive’s eligible dependents are covered under another policy, payable when such premiums are due (provided Executive and Executive’s eligible dependents validly elect to continue coverage under applicable law), (iv) a pro-rata portion Executive’s outstanding and vested stock options and/or stock appreciation rights as of Executive’s Annual Target Bonus termination of employment date (including, but not limited to, any awards that vest under clause (v) below) will remain exercisable until the nine (9) month anniversary of the termination of employment date; provided, however, that the post-termination exercise period for any individual stock option and/or stock appreciation right will not extend beyond the year earlier of such termination paid in lump sum; its original maximum term or the tenth (10th) anniversary of the original date of grant and (v) full accelerated vesting with respect to Executive’s then outstanding, unvested equity awards that were granted under to Executive on or prior to the date hereof or during the Term (or any duly authorized extension thereof). For purposes of clarification, any subsequent determination by the Board or Compensation Committee of the Company’s Board to reduce the amount of acceleration following the term of this Agreement shall not affect any grants of equity incentive plans; (vi) extension of the exercise period for all of Executive’s outstanding stock options awards made prior to the first expiration of such term unless otherwise agreed to occur of: in writing by the six (6) month anniversary of the date of termination, the expiration date of the stock options, or such earlier time as provided under the applicable plan or grant agreement with respect to a Change of Control; and (vii) reimbursement for any premiums paid for continued health benefits for Executive (and any eligible dependents) under the Company’s health plans until the earlier of (x) eighteen (18) months, payable when such premiums are due (provided Executive validly elects to continue coverage under COBRA or similar state law), or (y) the date upon which Executive and Executive’s eligible dependents become covered under similar plans.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or is terminated by Executive for Good Reason, and the such termination is In in Connection with a Change of Control, then, subject to Section 11(f)9 and Section 10, Executive will receivebe entitled to receive the following benefits: (i) a lump sum payment of an aggregate amount equal to Executive’s monthly Base Salary as is in effect on the Termination Date multiplied by 18 (less applicable tax withholdings)) equal to twenty-four (24) months of Executive’s Base Salary, such amounts as is in effect at the time of Executive’s termination, to be paid out in substantially equal installments over the twelve month period following such termination in accordance with the Company’s normal payroll policies, but no later than thirty (30) days following Executive’s termination date; (ii) a lump sum payment (less applicable tax withholdings) equal to 200% of Executive’s Target Annual Incentive, as is in effect at the annual bonus time of Executive’s termination, to be paid in accordance with the Company’s normal payroll policies, but no later than thirty (pursuant to Section 4(b)30) accrued for the year prior to such days following Executive’s termination (to the extent not already paid)date; (iii) Executive’s then-current Annual Target Bonus; (iv) a pro-rata portion of Executive’s Annual Target Bonus for the year of such termination paid in lump sum; (v) full vesting with respect to Executive’s then outstanding, unvested equity awards that were granted under any of the Company’s equity incentive plans; (vi) extension of the exercise period for all of Executive’s outstanding stock options to the first to occur of: the six (6) month anniversary of the date of termination, the expiration date of the stock options, or such earlier time as provided under the applicable plan or grant agreement with respect to a Change of Control; and (vii) reimbursement for any premiums paid for continued health benefits for Executive (and any eligible dependents) under the Company’s health plans until the earlier of (xA) eighteen twenty-four (1824) months, payable when such premiums are due (provided Executive validly elects to continue coverage under COBRA or similar state lawCOBRA), or (yB) the date upon which Executive and Executive’s eligible dependents become covered under similar plans; (iv) outplacement services with a total value not to exceed $20,000; and (v) full vesting with respect to Executive’s then outstanding unvested equity awards with a post-termination exercise period equal to the later of twelve (12) months from the date of Executive’s termination of employment, or from the date of Executive’s termination of service from the Board (as applicable), but in no event later than the scheduled expiration date of such awards as set forth in the applicable award agreement. Notwithstanding the foregoing, the timing of the payment of the severance payments or benefits specified in this Section 8(c) will be subject to the provisions of Section 10 of this Agreement.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, in either case during the Term or any duly authorized extension thereof (as set forth in Section 9 below), and the termination is In in Connection with a Change of Control, then, subject to Section 11(f)Sections 3, 5 and 6, Executive will receive: (i) payment twelve (12) months of an aggregate amount equal to Executive’s monthly Base Salary base salary, as is in effect on immediately prior to the Termination Date multiplied by 18 date of termination, payable in a lump sum payment within thirty (less applicable tax withholdings)30) days of the Release Effective Date, such amounts to be paid out in substantially equal installments over (ii) 100% of the twelve month period following such termination in accordance with average of Executive’s two (2) most recent actual cash bonuses under the Company’s normal payroll policies; executive bonus plan for the two (ii2) fiscal years prior to the year in which Executive’s termination occurs, payable in a lump sum payment within thirty (30) days of the annual bonus (pursuant to Section 4(b)) accrued for the year prior to such termination (to the extent not already paid); Release Effective Date, (iii) Executive’s then-current Annual Target Bonus; (iv) a pro-rata portion of target bonus under the Company’s executive bonus plan for the fiscal year in which Executive’s Annual Target Bonus termination occurs, payable in a lump sum payment within thirty (30) days of the Release Effective Date, (iv) reimbursement for premiums paid for COBRA Benefits for Executive and Executive’s eligible dependents under the year Company’s benefit plans for twelve (12) months following Executive’s termination of employment, payable when such termination paid premiums are due, or, at the Company’s sole discretion, in a one-time lump sum; sum payment when such premiums are first due (provided Executive and Executive’s eligible dependents validly elect to continue coverage under applicable law), and (v) full accelerated vesting with respect to Executive’s then outstanding, unvested equity awards that were granted under to Executive on or prior to the date hereof or during the Term (or any duly authorized extension thereof). For purposes of clarification, any subsequent determination by the Board or Compensation Committee of the Company’s Board to reduce the amount of acceleration following the term of this Agreement shall not affect any grants of equity incentive plans; (vi) extension of the exercise period for all of Executive’s outstanding stock options awards made prior to the first expiration of such term unless otherwise agreed to occur of: in writing by the six (6) month anniversary of the date of termination, the expiration date of the stock options, or such earlier time as provided under the applicable plan or grant agreement with respect to a Change of Control; and (vii) reimbursement for any premiums paid for continued health benefits for Executive (and any eligible dependents) under the Company’s health plans until the earlier of (x) eighteen (18) months, payable when such premiums are due (provided Executive validly elects to continue coverage under COBRA or similar state law), or (y) the date upon which Executive and Executive’s eligible dependents become covered under similar plans.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s 's employment is terminated by the Company without Cause or by Executive for Good Reason, and the termination is In in Connection with a Change of Control, then, subject to Section 11(f)3, Executive will receive: (i) payment twelve (12) months of an aggregate amount equal to Executive’s monthly Base Salary 's base salary, as is in effect on the Termination Date multiplied by 18 (less applicable tax withholdings), such amounts to be paid out in substantially equal installments over the twelve month period following such termination in accordance with the Company’s normal payroll policies; (ii) payment of the annual bonus (pursuant to Section 4(b)) accrued for the year immediately prior to such termination (to the extent not already paid); (iii) Executive’s then-current Annual Target Bonus; (iv) a pro-rata portion of Executive’s Annual Target Bonus for the year of such termination paid in lump sum; (v) full vesting with respect to Executive’s then outstanding, unvested equity awards that were granted under any of the Company’s equity incentive plans; (vi) extension of the exercise period for all of Executive’s outstanding stock options to the first to occur of: the six (6) month anniversary of the date of termination, the expiration date payable in a lump sum payment within thirty (30) days of the stock optionsRelease Effective Date, or such earlier time as provided under (ii) 100% of Executive's target bonus for the applicable plan or grant agreement with respect to fiscal year in which Executive's termination occurs, payable in a Change lump sum payment within thirty (30) days of Control; and the Release Effective Date, (viiiii) reimbursement for any premiums paid for continued health benefits COBRA Benefits for Executive (and any Executive's eligible dependents) dependents under the Company’s health 's benefit plans until the earlier for twelve (12) months following Executive's termination of (x) eighteen (18) monthsemployment, payable when such premiums are due (provided Executive and Executive's eligible dependents validly elects elect to continue coverage under COBRA or similar state applicable law), and (iv) full accelerated vesting with respect to Executive's then outstanding, unvested stock options granted on or prior to March 8, 2005. Notwithstanding the previous sentence but subject to Section 3, Executive's cash severance payments (yother than the payments with respect to the COBRA Benefits) will accrue during the first six (6) months after Executive's termination and will become payable in a lump sum payment on the date upon which Executive six (6) months and one (1) day following the date of Executive’s eligible dependents become covered 's termination; provided, that such cash severance payments will be paid earlier, subject to Section 3, if Internal Revenue Service guidance provides that the imposition of additional tax under similar plansInternal Revenue Code Section 409A will not apply to an earlier payment of Executive's cash severance payments, as reasonably determined by the Company.