Common use of Involuntary Termination Following a Change in Control Clause in Contracts

Involuntary Termination Following a Change in Control. If the Employee’s employment terminates as a result of Involuntary Termination that occurs on or within twelve (12) months following a Change in Control, and provided the Employee has satisfied the Release requirement provided in Section 4, then subject to the payment timing rules in Section 11(h), the Company will provide the Employee the following severance benefits: (i) a lump sum severance payment equal to the sum of: (1) 150% of the Employee’s Base Compensation, (2) 100% of the Employee’s annual Target Bonus, and (3) $72,000 (which the Employee may, but is not required to, use to obtain continued health insurance coverage); and (ii) the vesting of each of the Employee’s then-outstanding compensatory equity awards granted under any of the Company’s equity incentive plans that provide for time-based vesting such that (A) each of the Employee’s then‑outstanding stock options, stock appreciation rights and similar equity awards will accelerate vesting in full and become exercisable, (B) each of the Employee’s then‑outstanding restricted stock, restricted stock unit awards and similar equity awards will accelerate vesting in full. For the avoidance of doubt, this Section 3(b)(i)(1) will not be deemed to waive the satisfaction of any performance‑based condition contained in any then‑outstanding compensatory equity award, and the treatment of any performance‑based condition in connection with a Change in Control will be subject to the terms and conditions of such equity award approved at the time of grant. Subject to the payment timing rules in Section 11(h), any severance payments and benefits under Section 3(b) will be paid on the later of (x) ten (10) business days after the effective date of the Release and (y) the date of the Employee’s Involuntary Termination.

Involuntary Termination Following a Change in Control. If the Employee’s employment terminates as a result of Involuntary Termination that occurs on or within twelve (12) months following a Change in Control, and provided the Employee has satisfied the Release requirement provided in Section 4, then subject to the payment timing rules in Section 11(h), the Company will provide the Employee the following severance benefits: (i) a lump sum severance payment equal to the sum of: (1) 150200% of the Employee’s Base Compensation, (2) 100200% of the Employee’s annual Target Bonus, and (3) $72,000 144,000 (which the Employee may, but is not required to, use to obtain continued health insurance coverage); and (ii) the vesting of each of the Employee’s then-outstanding compensatory equity awards granted under any of the Company’s equity incentive plans that provide for time-based vesting such that (A) each of the Employee’s then‑outstanding stock options, stock appreciation rights and similar equity awards will accelerate vesting in full and become exercisable, (B) each of the Employee’s then‑outstanding restricted stock, restricted stock unit awards and similar equity awards will accelerate vesting in full. For the avoidance of doubt, this Section 3(b)(i)(13(b)(ii) will not be deemed to waive the satisfaction of any performance‑based condition contained in any then‑outstanding compensatory equity award, and the treatment of any performance‑based condition in connection with a Change in Control will be subject to the terms and conditions of such equity award approved at the time of grant. Subject to the payment timing rules in Section 11(h), any severance payments and benefits under Section 3(b) will be paid on the later of (x) ten (10) business days after the effective date of the Release and (y) the date of the Employee’s Involuntary Termination.

Involuntary Termination Following a Change in Control. If the Employee’s employment terminates as a result of Involuntary Termination that occurs on or within twelve (12) months following a Change in Control, and provided the Employee has satisfied the Release requirement provided in Section 4, then subject to the payment timing rules in Section 11(h), the Company will provide the Employee the following severance benefits: (i) a lump sum severance payment equal to the sum of: (1) 150200% of the Employee’s Base Compensation, (2) 100200% of the Employee’s annual Target Bonus, and (3) $72,000 144,000 (which the Employee may, but is not required to, use to obtain continued health insurance coverage); and (ii) the vesting of each of the Employee’s then-outstanding compensatory equity awards granted under any of the Company’s equity incentive plans that provide for time-based vesting such that (A) each of the Employee’s then‑outstanding stock options, stock appreciation rights and similar equity awards will accelerate vesting in full and become exercisable, (B) each of the Employee’s then‑outstanding restricted stock, restricted stock unit awards and similar equity awards will accelerate vesting in full. For the avoidance of doubt, this Section 3(b)(i)(13(b)(ii) will not be deemed to waive the satisfaction of any performance‑based condition contained in any then‑outstanding compensatory equity award, and the treatment of any performance‑based condition in connection with a Change in Control will be subject to the terms and conditions of such equity award approved at the time of grant. Subject to the payment timing rules in Section 11(h), any severance payments and benefits under Section 3(b) will be paid on the later of (x) ten (10) business days after the effective date of the Release and (y) the date of the Employee’s Involuntary Termination. Notwithstanding anything in this Agreement to the contrary, if the Employee's employment terminates as a result of an Involuntary Termination prior to the closing of a Change in Control, and the Employee reasonably demonstrates to the satisfaction of the Board that such termination was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control, then for all purposes of this Agreement, such Involuntary Termination shall be deemed to have occurred pursuant to this Section 3(b) and the Employee will be eligible for severance as provided in this Section 3(b) (and not under Section 3(a)).

Involuntary Termination Following a Change in Control. If the Employee’s employment terminates as a result of an Involuntary Termination that occurs on or within twelve (12) months following a Change in Control, and provided the Employee has satisfied the Release requirement provided in Section 4, then subject to the payment timing rules in Section 11(h), the Company will provide the Employee the following severance benefits: (i) a lump sum severance payment equal to the sum of: (1) 150100% of the Employee’s Base Compensation, (2) 100% of the Employee’s annual Target Bonus, and (3) $72,000 (which the Employee may, but is not required to, use to obtain continued health insurance coverage); and (ii) the vesting of each of the Employee’s then-outstanding compensatory equity awards granted under any of the Company’s equity incentive plans that provide for time-based vesting vesting, and the rate of lapsing of any repurchase right applicable to any shares received under such awards, shall automatically be accelerated (and, in the case of options, such options shall become exercisable), as of the effective date of the Change in Control, as to the number of shares that (A) each would have vested, or as to which repurchase rights would have lapsed, in the ordinary course of business if the Employee had maintained the Employee’s then‑outstanding stock options, stock appreciation rights and similar equity awards will accelerate vesting in full and become exercisable, employment or consulting relationship with the Company for the first twenty four (B24) each months following the effective date of the Employee’s then‑outstanding restricted stock, restricted stock unit awards and similar equity awards will accelerate vesting Change in fullControl. For the avoidance of doubt, this Section 3(b)(i)(13(a)(ii) will not be deemed to waive the satisfaction of any performance‑based condition contained in any then‑outstanding compensatory equity awardawards, and the treatment of any performance‑based condition in connection with a Change in Control will be subject to the terms and conditions of such equity award approved at the time of grant. Subject to the payment timing rules in Section 11(h), any Any severance payments and benefits under Section 3(b) will be paid on the later of (x) ten (10) business days after the effective date of the Release and (y) the date of the Employee’s Involuntary Termination.

Involuntary Termination Following a Change in Control. If the Employee’s employment terminates as a result of Involuntary Termination that occurs on or within twelve (12) months following a Change in Control, and provided the Employee has satisfied the Release requirement provided in Section 4, then subject to the payment timing rules in Section 11(h), the Company will provide the Employee the following severance benefits: (i) a lump sum severance payment equal to the sum of: (1) 150% of the Employee’s Base Compensation, (2) 100% of the Employee’s annual Target Bonus, and (3) $72,000 (which the Employee may, but is not required to, use to obtain continued health insurance coverage); and (ii) the vesting of each of the Employee’s then-outstanding compensatory equity awards granted under any of the Company’s equity incentive plans that provide for time-based vesting such that (A) each of the Employee’s then‑outstanding stock options, stock appreciation rights and similar equity awards will accelerate vesting in full and become exercisable, (B) each of the Employee’s then‑outstanding restricted stock, restricted stock unit awards and similar equity awards will accelerate vesting in full. For the avoidance of doubt, this Section 3(b)(i)(13(b)(ii) will not be deemed to waive the satisfaction of any performance‑based condition contained in any then‑outstanding compensatory equity award, and the treatment of any performance‑based condition in connection with a Change in Control will be subject to the terms and conditions of such equity award approved at the time of grant. Subject to the payment timing rules in Section 11(h), any severance payments and benefits under Section 3(b) will be paid on the later of (x) ten (10) business days after the effective date of the Release and (y) the date of the Employee’s Involuntary Termination.