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, in either case during the Term or any duly authorized extension thereof (as set forth in Section 9 below), and the termination is in Connection with a Change of Control, then, subject to Sections 3, 5 and 6, Executive will receive: (i) twelve (12) months of Executive’s base salary, as in effect immediately prior to the date of termination, payable in a lump sum payment within thirty (30) days of the Release Effective Date, (ii) 100% of the average of Executive’s two (2) most recent actual cash bonuses under the Company’s executive bonus plan for the two (2) fiscal years prior to the year in which Executive’s termination occurs, payable in a lump sum payment within thirty (30) days of the Release Effective Date, (iii) a pro-rata target bonus under the Company’s executive bonus plan for the fiscal year in which Executive’s 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 Company’s benefit plans for twelve (12) months following Executive’s termination of employment, payable when such premiums are due, or, at the Company’s sole discretion, in a one-time lump 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 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 Board to reduce the amount of acceleration following the term of this Agreement shall not affect any grants of equity awards made prior to the expiration of such term unless otherwise agreed to in writing by the Executive.

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 Connection with a Change of Control, then, subject to Sections 3, 5 and 6, Executive will receive: (i) twelve eighteen (1218) months of Executive’s base salary, as in effect immediately prior to the date of termination, payable in a lump sum payment within thirty (30) days of the Release Effective Date, (ii) 100150% of the average of Executive’s two (2) most recent actual cash bonuses under the Company’s executive bonus plan for the two (2) fiscal years prior to the year in which Executive’s termination occurs, payable in a lump sum payment within thirty (30) days of the Release Effective Date, (iii) a pro-rata target bonus under the Company’s executive bonus plan for the fiscal year in which Executive’s 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 Company’s benefit plans for twelve eighteen (1218) months following Executive’s termination of employment, payable when such premiums are due, or, at the Company’s sole discretion, in a one-time lump 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 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 Board to reduce the amount of acceleration following the term of this Agreement shall not affect any grants of equity awards made prior to the expiration of such term unless otherwise agreed to in writing by the Executive.

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, in either case during the Term or any duly authorized extension thereof (as set forth in Section 9 below), and the termination is in Connection with a Change of Control, then, subject to Sections Section 3, 5 and 6, Executive will receive: (i) twelve twenty-four (1224) months of Executive’s 's base salary, as in effect immediately prior to the date of termination, payable in a lump sum payment within thirty (30) days of the Release Effective Date, (ii) 100200% of the average of Executive’s two (2) most recent actual cash bonuses under the Company’s executive 's target bonus plan for the two (2) fiscal years prior to the year in which Executive’s 's termination occurs, payable in a lump sum payment within thirty (30) days of the Release Effective Date, (iii) a pro-rata target bonus under the Company’s executive bonus plan for the fiscal year in which Executive’s 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 's eligible dependents under the Company’s 's benefit plans for twelve eighteen (1218) months following Executive’s 's termination of employment, payable when such premiums are due, or, at the Company’s sole discretion, in a one-time lump sum payment when such premiums are first due (provided Executive and Executive’s 's eligible dependents validly elect to continue coverage under applicable law), and (viv) full accelerated vesting with respect to Executive’s 's then outstanding, unvested equity awards that were stock options granted to Executive on or prior to March 8, 2005. Notwithstanding the previous sentence but subject to Section 3, Executive's cash severance payments (other 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 hereof or during six (6) months and one (1) day following the Term (or any duly authorized extension thereof). For purposes date of clarificationExecutive's termination; provided, any subsequent determination 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 Internal Revenue Code Section 409A will not apply to an earlier payment of Executive's cash severance payments, as reasonably determined by the Board or Compensation Committee of the Board to reduce the amount of acceleration following the term of this Agreement shall not affect any grants of equity awards made prior to the expiration of such term unless otherwise agreed to in writing by the ExecutiveCompany.

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 if Executive resigns for Good Reason, in either case during the Term or any duly authorized extension thereof Reason within twelve (as set forth in Section 9 below), and the termination is in Connection with 12) months following a Change of Control, then, subject to Sections 3, 5 and 6, Executive will receive: (i) twelve one hundred percent (12100%) of Executive’s then outstanding unvested equity awards granted pursuant to the Company’s 2007 Stock Plan or any other equity incentive plan approved by the Board shall vest as of the date of such termination/resignation; (ii) Executive will receive severance benefits in an amount equal to eighteen (18) months of Executive’s base salary, as Base Salary in effect immediately prior to the date form of termination, payable in a lump sum payment within thirty (30) days of the Release Effective Date, (ii) 100% of the average of salary continuation following Executive’s two (2) most recent actual cash bonuses under termination of employment in accordance with the Company’s executive bonus plan for normal payroll practices (such amount being referred to herein as the two (2) fiscal years prior “Severance Payment” and such period over which the Severance Payment is made being referred to herein as the year in which Executive’s termination occurs, payable in a lump sum payment within thirty (30) days of the Release Effective Date, “Severance Period”); and (iii) a pro-rata target bonus under the Company’s executive bonus plan for the fiscal year in which Executive’s 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 the group health continuation coverage premiums for Executive and Executive’s eligible dependents under the Company’s benefit plans for twelve Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (12“COBRA”) months following Executive’s termination of employment, payable when such premiums are due, or, at the Company’s sole discretion, in a one-time lump sum payment when such premiums are first due (provided so as to provide Executive and Executive’s eligible dependents validly elect the same level of benefits to continue the same extent as in effect on the date of Executive’s termination through the lesser of (A) eighteen (18) months from the effective date of such termination, (B) the date Executive and Executive’s eligible dependents are no longer eligible to receive continuation coverage pursuant under applicable law)COBRA; provided, however, that Executive will be solely responsible for electing such coverage within the required time periods. Executive must provide Company with written notice of Executive’s new position within ten (10) business days of starting any such position, or Executive shall forfeit the remainder of the Severance Payments to be made pursuant to this Agreement. Any benefits or payments provided under this Section 7(b) are in lieu of, and (v) full accelerated vesting with respect to Executive’s then outstanding, unvested equity awards that were granted to Executive on or prior to the date hereof or during the Term (or any duly authorized extension thereof). For purposes of clarificationnot in addition to, any subsequent determination by the Board benefits or Compensation Committee of the Board to reduce the amount of acceleration following the term of this Agreement shall not affect any grants of equity awards made prior to the expiration of such term unless payments that otherwise agreed to in writing by the Executivemight be payable under Section 7(a).

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 Connection with a Change of Control, then, subject to Sections Section 3, 5 and 6, Executive will receive: (i) twelve (12) months of Executive’s base salary, as in effect immediately prior to the date of termination, payable in a lump sum payment within thirty (30) days of the Release Effective Date, (ii) 100% of the average of Executive’s two (2) most recent actual cash bonuses under the Company’s executive bonus plan for the two (2) fiscal years prior to the year in which Executive’s termination occurs, payable in a lump sum payment within thirty (30) days of the Release Effective Date, (iii) a pro-rata target bonus under the Company’s executive bonus plan for the fiscal year in which Executive’s termination occurs, payable in a lump sum payment within thirty (30) days of the Release Effective Date, (iviii) reimbursement for premiums paid for COBRA Benefits for Executive and Executive’s eligible dependents under the Company’s benefit plans for twelve (12) months following Executive’s termination of employment, payable when such premiums are due, or, at the Company’s sole discretion, in a one-time lump sum payment when such premiums are first due (provided Executive and Executive’s eligible dependents validly elect to continue coverage under applicable law), and (viv) full accelerated vesting with respect to Executive’s then outstanding, unvested equity awards that were stock options granted to Executive on or prior to April 30, 2005 and those stock options granted to Executive as a result of his promotion to the position of Vice President, Worldwide Sales. Notwithstanding the previous sentence but subject to Section 3, Executive’s cash severance payments (other 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 hereof or during six (6) months and one (1) day following the Term (or any duly authorized extension thereof). For purposes date of clarificationExecutive’s termination; provided, any subsequent determination 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 Internal Revenue Code Section 409A will not apply to an earlier payment of Executive’s cash severance payments, as reasonably determined by the Board or Compensation Committee of the Board to reduce the amount of acceleration following the term of this Agreement shall not affect any grants of equity awards made prior to the expiration of such term unless otherwise agreed to in writing by the ExecutiveCompany.

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 if Executive resigns 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 Connection with a Change of Control, then, subject to Sections 3, 5 and 6, Executive will receive: (i) Reason within twelve (12) months following a Change of Control that occurs more than ninety days following the Effective Date but less than 1096 days following the Effective Date, then: (i) one hundred percent (100%) of Executive’s base salary, then outstanding unvested equity awards granted pursuant to the Company’s 2007 Stock Plan or any other equity incentive plan approved by the Board shall vest as in effect immediately prior to of the date of such termination, payable in a lump sum payment within thirty (30) days of the Release Effective Date, /resignation; (ii) 100% of the average Executive will receive severance benefits in an amount equal to six (6) months of Executive’s two (2) most recent actual cash bonuses under Base Salary in the form of salary continuation following Executive’s termination of employment in accordance with the Company’s executive bonus plan for normal payroll practices (such amount being referred to herein as the two (2) fiscal years prior “Severance Payment” and such period over which the Severance Payment is made being referred to herein as the year in which Executive’s termination occurs, payable in a lump sum payment within thirty (30) days of the Release Effective Date, “Severance Period”); and (iii) a pro-rata target bonus under the Company’s executive bonus plan for the fiscal year in which Executive’s 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 the group health continuation coverage premiums for Executive and Executive’s eligible dependents under the Company’s benefit plans for twelve Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (12“COBRA”) months following Executive’s termination of employment, payable when such premiums are due, or, at the Company’s sole discretion, in a one-time lump sum payment when such premiums are first due (provided so as to provide Executive and Executive’s eligible dependents validly elect the same level of benefits to continue the same extent as in effect on the date of Executive’s termination through the lesser of (A) six (6) months from the effective date of such termination, (B) the date Executive and Executive’s eligible dependents are no longer eligible to receive continuation coverage pursuant under applicable law)COBRA; provided, however, that Executive will be solely responsible for electing such coverage within the required time periods. Executive must provide Company with written notice of Executive’s new position within ten (10) business days of starting any such position, or Executive shall forfeit the remainder of the Severance Payments to be made pursuant to this Agreement. Any benefits or payments provided under this Section 7(b) are in lieu of, and (v) full accelerated vesting with respect to Executive’s then outstanding, unvested equity awards that were granted to Executive on or prior to the date hereof or during the Term (or any duly authorized extension thereof). For purposes of clarificationnot in addition to, any subsequent determination by the Board benefits or Compensation Committee of the Board to reduce the amount of acceleration following the term of this Agreement shall not affect any grants of equity awards made prior to the expiration of such term unless payments that otherwise agreed to in writing by the Executivemight be payable under Section 7(a).

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 Connection with a Change of Control, then, subject to Sections 3, 5 and 6Section 9, Executive will receive: (i) twelve continued payment of Base Salary for a period of 24 months paid, less applicable withholdings, in installments over the Continuance Period with the first payment to commence on the Company’s first payroll date after Release Deadline (12and include any severance payments that otherwise would have been paid to Executive within the sixty (60) months of days following Executive’s base salarytermination date), as with any remaining payments paid in effect immediately prior to accordance with the date of termination, payable in a lump sum payment within thirty (30) days Company’s normal payroll practices for the remainder of the Release Effective DateContinuance Period following Executive’s termination of employment (subject to any delay as may be required by Section 11), (ii) 100% a lump-sum payment, paid no later than March 15 of the average of Executive’s two (2) most recent actual cash bonuses under the Company’s executive bonus plan for the two (2) fiscal years prior to year following the year in which Executive’s termination of employment occurs, payable in a lump sum payment within thirty (30) days equal to twice the average of Executive’s actual bonuses for the Release Effective Date, (iii) a pro-rata target bonus under the Company’s executive bonus plan for two fiscal years immediately preceding the fiscal year in which Executive’s termination the Change of Control occurs, payable in a lump sum payment within thirty (30) days of the Release Effective Date, (iviii) reimbursement for premiums paid for COBRA Benefits to continue coverage for Executive and Executive’s eligible dependents under the Company’s benefit plans Benefit Plans for twelve (12) months following Executive’s termination of employment, payable when such premiums are duethe Continuance Period, or, at the Company’s sole discretionif earlier, in a one-time lump sum payment when such premiums are first due until Executive is eligible for similar benefits from another employer (provided Executive and Executive’s eligible dependents validly elect elects to continue coverage under applicable law), (iv) except to such greater extent (with respect to performance vesting awards) as may be reflected in the applicable award agreement, 100% vesting of all equity awards then held by Executive, whether granted prior to, on or after the Effective Date, and (v) full the Initial Award Share Restriction shall lapse. In addition, Executive will have 24 months to exercise stock options and/or stock appreciation rights that have the accelerated vesting with respect to Executive’s then outstandingdescribed in the preceding sentence. In no case, unvested however, shall any equity awards that were granted 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 Board to reduce the amount of acceleration following the term of this Agreement shall not affect any grants of equity awards made prior to award be exercisable after the expiration of such term unless otherwise agreed to in writing by the Executiveits term.

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 Connection with a Change of Control, then, subject to Sections Section 3, 5 and 6, Executive will receive: (i) twelve six (126) months of Executive’s base salary, as in effect immediately prior to the date of termination, payable in a lump sum payment within thirty (30) days of the Release Effective Date, (ii) 10050% of the average of Executive’s two (2) most recent actual cash bonuses under the Company’s executive bonus plan for the two (2) fiscal years prior to the year in which Executive’s termination occurs, payable in a lump sum payment within thirty (30) days of the Release Effective Date, (iii) a pro-rata target bonus under the Company’s executive bonus plan for the fiscal year in which Executive’s termination occurs, payable in a lump sum payment within thirty (30) days of the Release Effective Date, (iviii) reimbursement for premiums paid for COBRA Benefits for Executive and Executive’s eligible dependents under the Company’s benefit plans for twelve six (126) months following Executive’s termination of employment, payable when such premiums are due, or, at the Company’s sole discretion, in a one-time lump sum payment when such premiums are first due (provided Executive and Executive’s eligible dependents validly elect to continue coverage under applicable law), and (viv) full accelerated vesting with respect to 50% of Executive’s then outstanding, unvested equity awards that were granted stock options. Notwithstanding the previous sentence but subject to Executive on or prior Section 3, Executive’s cash severance payments (other than the payments with respect to the date hereof or COBRA Benefits) will accrue during the Term first six (or any duly authorized extension thereof). For purposes 6) months after Executive’s termination and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of clarificationExecutive’s termination; provided, any subsequent determination 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 Internal Revenue Code Section 409A will not apply to an earlier payment of Executive’s cash severance payments, as reasonably determined by the Board or Compensation Committee of the Board to reduce the amount of acceleration following the term of this Agreement shall not affect any grants of equity awards made prior to the expiration of such term unless otherwise agreed to in writing by the ExecutiveCompany.

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, in either case during the Term or any duly authorized extension thereof (as set forth in Section 9 below), and the termination is in Connection with a Change of Control, then, subject to Sections Section 3, 5 and 6, Executive will receive: (i) twelve (12) months of Executive’s 's base salary, as in effect immediately prior to the date of termination, payable in a lump sum payment within thirty (30) days of the Release Effective Date, (ii) 100% of the average of Executive’s two (2) most recent actual cash bonuses under the Company’s executive 's target bonus plan for the two (2) fiscal years prior to the year in which Executive’s 's termination occurs, payable in a lump sum payment within thirty (30) days of the Release Effective Date, (iii) a pro-rata target bonus under the Company’s executive bonus plan for the fiscal year in which Executive’s 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 's eligible dependents under the Company’s 's benefit plans for twelve (12) months following Executive’s 's termination of employment, payable when such premiums are due, or, at the Company’s sole discretion, in a one-time lump sum payment when such premiums are first due (provided Executive and Executive’s 's eligible dependents validly elect to continue coverage under applicable law), and (viv) full accelerated vesting with respect to Executive’s 's then outstanding, unvested equity awards that were stock options granted to Executive on or prior to March 8, 2005. Notwithstanding the previous sentence but subject to Section 3, Executive's cash severance payments (other 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 hereof or during six (6) months and one (1) day following the Term (or any duly authorized extension thereof). For purposes date of clarificationExecutive's termination; provided, any subsequent determination 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 Internal Revenue Code Section 409A will not apply to an earlier payment of Executive's cash severance payments, as reasonably determined by the Board or Compensation Committee of the Board to reduce the amount of acceleration following the term of this Agreement shall not affect any grants of equity awards made prior to the expiration of such term unless otherwise agreed to in writing by the ExecutiveCompany.