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 3, Executive will receive: (i) twenty-four (24) 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) 200% of Executive's target bonus 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, (iii) reimbursement for premiums paid for COBRA Benefits for Executive and Executive's 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), 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 (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 six (6) months and one (1) day following the date of Executive'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 Internal Revenue Code Section 409A will not apply to an earlier payment of Executive's cash severance payments, as reasonably determined by the Company.

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 3, Executive will receive: (i) twenty-four twelve (2412) 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) 200100% of Executive's target bonus 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, (iii) reimbursement for premiums paid for COBRA Benefits for Executive and Executive's eligible dependents under the Company's benefit plans for eighteen twelve (1812) 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), 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 (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 six (6) months and one (1) day following the date of Executive'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 Internal Revenue Code Section 409A will not apply to an earlier payment of Executive's cash severance payments, as reasonably determined by the Company.

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 Section Sections 3, 5 and 6, Executive will receive: (i) twenty-four eighteen (2418) 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) 200150% of the average of Executive's target ’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 ’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 eighteen (18) 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 (ivv) full accelerated vesting with respect to Executive's ’s then outstanding, unvested stock options equity awards that were granted to Executive on or prior to March 8the date hereof or during the Term (or any duly authorized extension thereof). For purposes of clarification, 2005. Notwithstanding any subsequent determination by the previous sentence but subject Board or Compensation Committee of the Board to Section 3, Executive's cash severance payments (other than reduce the payments with respect amount of acceleration following the term of this Agreement shall not affect any grants of equity awards made prior to the COBRA Benefits) will accrue during the first six (6) months after Executive's termination and will become payable expiration of such term unless otherwise agreed to in a lump sum payment on the date six (6) months and one (1) day following the date of Executive'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 Internal Revenue Code Section 409A will not apply to an earlier payment of Executive's cash severance payments, as reasonably determined writing by the CompanyExecutive.

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 Section Sections 3, 5 and 6, Executive will receive: (i) twenty-four twelve (2412) 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) 200100% of Executive's ’s target cash bonus under the Company’s Senior Leadership Plan for the fiscal year in which Executive's ’s termination occurs, payable in a lump sum payment within thirty (30) days of the Release Effective Date, (iii) reimbursement for premiums paid for COBRA Benefits for Executive and Executive's ’s eligible dependents under the Company's ’s benefit plans for eighteen twelve (1812) 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 (iv) full accelerated vesting with respect to Executive's ’s then outstanding, unvested stock options equity awards that were granted to Executive on or prior to March 8the date hereof or during the Term (or any duly authorized extension thereof). For purposes of clarification, 2005. Notwithstanding any subsequent determination by the previous sentence but subject Board or Compensation Committee of the Board to Section 3, Executive's cash severance payments (other than reduce the payments with respect amount of acceleration following the term of this Agreement shall not affect any grants of equity awards made prior to the COBRA Benefits) will accrue during the first six (6) months after Executive's termination and will become payable expiration of such term unless otherwise agreed to in a lump sum payment on the date six (6) months and one (1) day following the date of Executive'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 Internal Revenue Code Section 409A will not apply to an earlier payment of Executive's cash severance payments, as reasonably determined writing by the CompanyExecutive.

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 if Executive resigns for Good Reason, and the termination is in Connection with Reason within twelve (12) months following a Change of Control, then, subject to Section 3, Executive will receive: (i) twenty-four one hundred percent (24100%) 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, ’s Base Salary in the form of salary continuation following Executive’s termination of employment in accordance with the Company’s normal payroll practices (such amount being referred to herein as in effect immediately prior the “Severance Payment” and such period over which the Severance Payment is made being referred to herein as the date of termination, payable in a lump sum payment within thirty (30) days of the Release Effective Date, (ii) 200% of Executive's target bonus 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, “Severance Period”); and (iii) reimbursement for premiums paid for COBRA Benefits the group health continuation coverage premiums for Executive and Executive's ’s eligible dependents under the Company's benefit plans for Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) so as to provide Executive and Executive’s eligible dependents the same level of benefits to the same extent as in effect on the date of Executive’s termination through the lesser of (A) eighteen (18) months following Executive's termination from the effective date of employmentsuch termination, payable when such premiums are due (provided B) the date Executive and Executive's ’s eligible dependents validly elect are no longer eligible to continue receive continuation coverage pursuant under 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 (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 six (6) months and one (1) day following the date of Executive's terminationCOBRA; provided, however, that such cash severance payments Executive will be paid earlier, subject to Section 3, if Internal Revenue Service guidance provides that solely responsible for electing such coverage within the imposition of additional tax under Internal Revenue Code Section 409A will not apply to an earlier payment required time periods. Executive must provide Company with written notice of Executive's cash severance payments’s new position within ten (10) business days of starting any such position, as reasonably determined by or Executive shall forfeit the Companyremainder 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 not in addition to, any benefits or payments that otherwise might be payable under Section 7(a).

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 Connection with a Change of Control, then, subject to Section 3, Executive will receive: (i) twenty-four twelve (2412) 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) 200100% of Executive's ’s target bonus for the fiscal year in which Executive's ’s termination occurs, payable in a lump sum payment within thirty (30) days of the Release Effective Date, (iii) reimbursement for premiums paid for COBRA Benefits for Executive and Executive's ’s eligible dependents under the Company's ’s benefit plans for eighteen twelve (1812) months following Executive's ’s termination of employment, payable when such premiums are due (provided Executive and Executive's ’s eligible dependents validly elect to continue coverage under applicable law), and (iv) full accelerated vesting with respect to Executive's ’s then outstanding, unvested stock options granted on or prior to March 8April 30, 20052005 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 ’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 ’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 Executive's ’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 Internal Revenue Code Section 409A will not apply to an earlier payment of Executive's ’s cash severance payments, as reasonably determined by the Company.

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 if Executive resigns for Good Reason, and the termination is in Connection with a Change of Control, then, subject to Section 3, Executive will receive: (i) Reason within twenty-four (24) months following a Change of Control, then: (i) one hundred percent (100%) of Executive's base salary’s then outstanding unvested equity awards granted pursuant to the Company’s 2007 Stock Plan, 2013 Equity Incentive 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 /resignation; (ii) Executive will receive severance benefits in an amount equal to two times (2x) Executive’s Base Salary and Target Bonus in the form of a lump sum payment within thirty sixty (3060) days following Executive’s termination of employment (such amount being referred to herein as the Release Effective Date, (ii) 200% of Executive's target bonus 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, “Severance Payment”); and (iii) reimbursement the total of twenty-four (24) monthly premiums for the group health continuation coverage premiums paid for COBRA Benefits for Executive and Executive's ’s 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 COBRA so as to provide Executive and Executive's ’s eligible dependents validly elect to continue coverage under 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 and/or domestic partner the previous sentence but subject to Section 3, Executive's cash severance payments (other than the payments with respect same level of benefits to the COBRA Benefits) will accrue during the first six (6) months after Executive's termination and will become payable same extent as in a lump sum payment effect on the date six (6) months and one (1) day following the date of Executive's ’s termination determined at the cost for COBRA coverage on the date of Executive’s termination/resignation; provided, however, that such cash severance payments Executive will be paid earliersolely responsible for electing such coverage within the required time periods. Any benefits or payments provided under this Section 7(b) are in lieu of, subject to and not in addition to, any benefits or payments that otherwise might be payable under 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 Company7(a).

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 if Executive resigns for Good Reason, and the termination is in Connection with Reason within twelve (12) months following a Change of ControlControl that occurs more than ninety days following the Effective Date but less than 1096 days following the Effective Date, then, subject to Section 3, Executive will receive: (i) twenty-four one hundred percent (24100%) 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 six (6) months of Executive's base salary, ’s Base Salary in the form of salary continuation following Executive’s termination of employment in accordance with the Company’s normal payroll practices (such amount being referred to herein as in effect immediately prior the “Severance Payment” and such period over which the Severance Payment is made being referred to herein as the date of termination, payable in a lump sum payment within thirty (30) days of the Release Effective Date, (ii) 200% of Executive's target bonus 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, “Severance Period”); and (iii) reimbursement for premiums paid for COBRA Benefits the group health continuation coverage premiums for Executive and Executive's ’s eligible dependents under the Company's benefit plans for eighteen Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (18“COBRA”) months following Executive's termination of employment, payable when such premiums are due (provided so as to provide Executive and Executive's ’s eligible dependents validly elect to continue coverage under 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 (other than the payments with respect same level of benefits to the COBRA Benefitssame extent as in effect on the date of Executive’s termination through the lesser of (A) will accrue during the first six (6) months after Executive's termination and will become payable in a lump sum payment on from the effective date of such termination, (B) the date six (6) months Executive and one (1) day following the date of Executive's termination’s eligible dependents are no longer eligible to receive continuation coverage pursuant under COBRA; provided, however, that such cash severance payments Executive will be paid earlier, subject to Section 3, if Internal Revenue Service guidance provides that solely responsible for electing such coverage within the imposition of additional tax under Internal Revenue Code Section 409A will not apply to an earlier payment required time periods. Executive must provide Company with written notice of Executive's cash severance payments’s new position within ten (10) business days of starting any such position, as reasonably determined by or Executive shall forfeit the Companyremainder 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 not in addition to, any benefits or payments that otherwise might be payable under Section 7(a).

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 Connection with a Change of Control, then, subject to Section 3, Executive will receive: (i) twenty-four six (246) 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) 20050% of Executive's ’s target bonus for the fiscal year in which Executive's ’s termination occurs, payable in a lump sum payment within thirty (30) days of the Release Effective Date, (iii) reimbursement for premiums paid for COBRA Benefits for Executive and Executive's ’s eligible dependents under the Company's ’s benefit plans for eighteen six (186) months following Executive's ’s termination of employment, payable when such premiums are due (provided Executive and Executive's ’s eligible dependents validly elect to continue coverage under applicable law), and (iv) full accelerated vesting with respect to 50% of Executive's ’s then outstanding, unvested stock options granted on or prior to March 8, 2005options. Notwithstanding the previous sentence but subject to Section 3, Executive's ’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 ’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 Executive's ’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 Internal Revenue Code Section 409A will not apply to an earlier payment of Executive's ’s cash severance payments, as reasonably determined by the Company.