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

In Connection with a Change of Control. If within eighteen (18) months following the occurrence of the Change of Control, one of the following events occurs: (i) the Executive's Employment is terminated by the Company (or its successor) other than for Cause, death or Disability, or (ii) the Executive resigns for Good Reason, then, in lieu of any payments or benefits under Section 6(b) above and subject to Section 6(a), the Executive shall immediately conditionally vest as to all shares under all outstanding equity awards that are subject to vesting conditions based solely on continued employment or service, subject to the Executive's execution of the General Release Agreement described above with irrevocable effect and suspension of exercise rights with respect to such conditionally vested shares until such execution, and the Company shall pay the Executive, in a lump sum, an amount equal to: (x) the then current year's Target Bonus prorated for the number of days of the Executive is employed in said year; (y) one year's Base Salary (or if the termination is due to a resignation for Good Reason based on a material reduction in Base Salary, then the Executive's Base Salary in effect immediately prior to such reduction); and (z) the greater of the then-current year's Target Bonus (or if the termination is due to a resignation for Good Reason based on a material reduction in Target Bonus, then the Executive's Target Bonus in effect immediately prior to such reduction) or the actual prior year's Annual Bonus. The Executive's Base Salary shall be paid at the rate in effect at the time of the termination of Employment.

In Connection with a Change of Control. If within eighteen (18) months following the occurrence of the Change of Control, one of the following events occurs: (i) the Executive's ’s Employment is terminated by the Company (or its successor) other than for Cause, death or Disability, or (ii) the Executive resigns for Good Reason, then, in lieu of any payments or benefits under Section 6(b) above and subject to Section 6(a), the Executive shall immediately conditionally vest as to all shares under all outstanding equity awards that are subject to vesting conditions based solely on continued employment or service, subject to the Executive's ’s execution of the General Release Agreement described above with irrevocable effect and suspension of exercise rights with respect to such conditionally vested shares until such execution, and the Company shall pay the Executive, in a lump sum, an amount equal to: (x) the then current then‑current year's ’s Target Bonus prorated for the number of days of the Executive is employed in said year; (y) one year's ’s Base Salary (or if the termination is due to a resignation for Good Reason based on a material reduction in Base Salary, then the Executive's ’s Base Salary in effect immediately prior to such reduction); and (z) the greater of the then-current year's ’s Target Bonus (or if the termination is due to a resignation for Good Reason based on a material reduction in Target Bonus, then the Executive's ’s Target Bonus in effect immediately prior to such reduction) or the actual prior year's ’s Annual Bonus. The Executive's ’s Base Salary shall be paid at the rate in effect at the time of the termination of Employment.