Common use of Involuntary Termination in Connection with a Change in Control Clause in Contracts

Involuntary Termination in Connection with a Change in Control. In the event that Executive’s Involuntary Termination occurs immediately prior to, on or within the twelve (12) months following the consummation of a Change in Control (as defined in Section 7(e)) and subject in all events to Executive’s compliance with Section 7(d) below, then Executive shall be entitled to the benefits provided above in Section 7(b) (which, for the avoidance of doubt, shall be incorporated into and become part of this Section 7(c)), except that: (i) the Bonus Payment shall equal Executive’s full target Annual Performance Bonus for the year of termination, rather than the pro-rated target bonus; and (ii) the vesting of all of Executive’s outstanding stock options and other equity awards that are subject to time-based vesting requirements shall accelerate in full such that all such equity awards shall be deemed fully vested as of the date of Executive’s Involuntary Termination. For the avoidance of doubt, in no event shall Executive be entitled to benefits under both Section 7(b) and this Section 7(c). If Executive is eligible for benefits under both Section 7(b) and this Section 7(c), Executive shall receive the benefits set forth in this Section 7(c) and such benefits will be reduced by any benefits previously provided to Executive under Section 7(b).

Involuntary Termination in Connection with a Change in Control. In the event that Executive’s Involuntary Termination occurs immediately prior to, on or within the twelve (12) 12 months following the consummation of a Change in Control (as defined in Section 7(e)below) and subject in all events to Executive’s compliance with Section 7(d) below, then Executive shall be entitled to the benefits provided above in Section 7(b) (which, for the avoidance of doubt, shall be incorporated into and become part of this Section 7(c)), except that: (i) the Bonus Payment shall equal the Executive’s full target Annual Performance Bonus for the year of termination, rather than the pro-rated target bonus; provided that, no amount shall be due under this clause (i) if the Involuntary Termination occurs in the first 120 days following the Start Date; and (ii) the vesting of all of Executive’s outstanding stock options and other equity awards that are subject to time-based vesting requirements shall accelerate in full such that all such equity awards shall be deemed fully vested as of the date of Executive’s Involuntary Termination. For the avoidance of doubt, in no event shall Executive be entitled to benefits under both Section 7(b) and this Section 7(c). If Executive is eligible for benefits under both Section 7(b) and this Section 7(c), Executive shall receive the benefits set forth in this Section 7(c) and such benefits will be reduced by any benefits previously provided to Executive under Section 7(b).

Involuntary Termination in Connection with a Change in Control. In the event that Executive’s Involuntary Termination occurs immediately prior to, on or within during the period commencing thirty (30) days before and ending twelve (12) months following the consummation of a Change in Control (as defined in Section 7(e)below) and subject in all events to Executive’s compliance with Section 7(d) below, then Executive shall be entitled to the benefits provided above in Section 7(b) (which, for the avoidance of doubt, shall be incorporated into and become part of this Section 7(c)), except that: (i) the Severance Period for purposes of continued salary and COBRA benefits shall be eighteen (18) months, rather than twelve (12) months; (ii) the Severance Bonus Payment shall equal the Executive’s full target Annual Performance Bonus for the year of termination, rather than the pro-rated target bonus; and (iiiii) the vesting of all of Executive’s outstanding stock options and other equity awards that are subject to time-based vesting requirements shall accelerate in full such that all such equity awards shall be deemed fully vested as of the date of Executive’s Involuntary Termination. For the avoidance of doubt, in no event shall Executive be entitled to benefits under both Section 7(b) and this Section 7(c). If Executive is eligible for benefits under both Section 7(b) and this Section 7(c), Executive shall receive the benefits set forth in this Section 7(c) and such benefits will be reduced by any benefits previously provided to Executive under Section 7(b).

Involuntary Termination in Connection with a Change in Control. In the event that Executive’s Involuntary Termination occurs immediately during the one (1) month period prior to, on or within the twelve (12) months following the consummation of a Change in Control (as defined in Section 7(e)below) and subject in all events to Executive’s compliance with Section 7(d8(d) below, then Executive Executive: (i) shall be entitled to the benefits provided above in Section 7(bSections 8(b)(i) and (which, for the avoidance of doubt, shall be incorporated into and become part of this Section 7(ciii)), except that: (i) the Bonus Payment shall equal Executive’s full target Annual Performance Bonus for the year of termination, rather than the pro-rated target bonus; and (ii) the vesting of all of Executive’s outstanding stock options and other equity awards that are subject to time-based vesting requirements shall accelerate in full such that all such equity awards shall be deemed fully vested as of the date of Executive’s Involuntary Termination; and (iii) Executive shall receive their Annual Performance Bonus at the full Target Amount (at the target percentage then in effect for Executive) within thirty (30) days after the effective date of Executive’s Involuntary Termination. For the avoidance of doubt, in no event shall Executive be entitled to benefits under both Section 7(b8(b) and this Section 7(c8(c). If Executive is eligible for benefits under both Section 7(b8(b) and this Section 7(c8(c), Executive shall receive the benefits set forth in this Section 7(c8(c) and such benefits will be reduced by any benefits previously provided to Executive under Section 7(b8(b). 4. Section 10 of the Agreement shall be replaced in its entirety with the following:

Involuntary Termination in Connection with a Change in Control. In the event that Executive’s Involuntary Termination occurs immediately during the one (1) month period prior to, on or within the twelve (12) months following the consummation of a Change in Control (as defined in Section 7(e)below) and subject in all events to Executive’s compliance with Section 7(d8(d) below, then Executive Executive: (i) shall be entitled to the benefits provided above in Section 7(bSections 8(b)(i) and (which, for the avoidance of doubt, shall be incorporated into and become part of this Section 7(ciii)), except that: (i) the Bonus Payment shall equal Executive’s full target Annual Performance Bonus for the year of termination, rather than the pro-rated target bonus; and (ii) the vesting of all of Executive’s outstanding stock options and other equity awards that are subject to time-based vesting requirements shall accelerate in full such that all such equity awards shall be deemed fully vested as of the date of Executive’s Involuntary Termination; and (iii) Executive shall receive their Annual Performance Bonus at the full Target Amount (at the target percentage then in effect for Executive) within thirty (30) days after the effective date of Executive’s Involuntary Termination. For the avoidance of doubt, in no event shall Executive be entitled to benefits under both Section 7(b8(b) and this Section 7(c8(c). If Executive is eligible for benefits under both Section 7(b8(b) and this Section 7(c8(c), Executive shall receive the benefits set forth in this Section 7(c8(c) and such benefits will be reduced by any benefits previously provided to Executive under Section 7(b8(b). 6. Section 10 of the Agreement shall be replaced in its entirety with the following:

Involuntary Termination in Connection with a Change in Control. In the event that Executive’s Involuntary Termination occurs immediately prior to, on or within the twelve (12) months following the consummation of a Change in Control (as defined in Section 7(e)below) and subject in all events to Executive’s compliance with Section 7(d) below, then Executive shall be entitled to the benefits provided above in Section 7(b) (which, for the avoidance of doubt, shall be incorporated into and become part of this Section 7(c)), except that: (i) the Severance Period for purposes of continued salary and COBRA benefits shall be eighteen (18) months, rather than twelve (12) months; (ii) the Bonus Payment shall equal Executive’s full target Annual Performance Bonus for the year of termination, rather than the pro-rated target bonus; and (iiiii) the vesting of all of Executive’s outstanding stock options and other equity awards that are subject to time-based vesting requirements shall accelerate in full such that all such equity awards shall be deemed fully vested as of the date of Executive’s Involuntary Termination. For the avoidance of doubt, in no event shall Executive be entitled to benefits under both Section 7(b) and this Section 7(c). If Executive is eligible for benefits under both Section 7(b) and this Section 7(c), Executive shall receive the benefits set forth in this Section 7(c) and such benefits will be reduced by any benefits previously provided to Executive under Section 7(b).

Involuntary Termination in Connection with a Change in Control. In the event that Executive’s Involuntary Termination occurs immediately during the one (1) month period prior to, on or within the twelve (12) months following the consummation of a Change in Control (as defined in Section 7(e)below) and subject in all events to Executive’s compliance with Section 7(d8(d) below, then Executive Executive: (i) shall be entitled to the benefits provided above in Section 7(bSections 8(b)(i) and (which, for the avoidance of doubt, shall be incorporated into and become part of this Section 7(ciii)), except that: (i) the Bonus Payment shall equal Executive’s full target Annual Performance Bonus for the year of termination, rather than the pro-rated target bonus; and (ii) the vesting of all of Executive’s outstanding stock options and other equity awards that are subject to time-based vesting requirements shall accelerate in full such that all such equity awards shall be deemed fully vested as of the date of Executive’s Involuntary Termination; and (iii) Executive shall receive their Annual Performance Bonus at the full Target Amount (at the target percentage then in effect for Executive) within thirty (30) days after the effective date of Executive’s Involuntary Termination. For the avoidance of doubt, in no event shall Executive be entitled to benefits under both Section 7(b8(b) and this Section 7(c8(c). If Executive is eligible for benefits under both Section 7(b8(b) and this Section 7(c8(c), Executive shall receive the benefits set forth in this Section 7(c8(c) and such benefits will be reduced by any benefits previously provided to Executive under Section 7(b8(b). 5. Section 10 of the Agreement shall be replaced in its entirety with the following:

Involuntary Termination in Connection with a Change in Control. In the event that Executive’s 's Involuntary Termination occurs immediately prior to, on or within the twelve (12) months following the consummation of a Change in Control (as defined in Section 7(e)) and subject in all events to Executive’s 's compliance with Section 7(d) below, then Executive shall be entitled to the benefits provided above in Section 7(b) (which, for the avoidance of doubt, shall be incorporated into and become part of this Section 7(c)), except that: (i) the Bonus Payment shall equal Executive’s 's full target Annual Performance Bonus for the year of termination, rather than the pro-rated target bonus; and (ii) the vesting of all of Executive’s 's outstanding stock options and other equity awards that are subject to time-based vesting requirements shall accelerate in full such that all such equity awards shall be deemed fully vested as of the date of Executive’s 's Involuntary Termination. For the avoidance of doubt, in no event shall Executive be entitled to benefits under both Section 7(b) and this Section 7(c). If Executive is eligible for benefits under both Section 7(b) and this Section 7(c), Executive shall receive the benefits set forth in this Section 7(c) and such benefits will be reduced by any benefits previously provided to Executive under Section 7(b).

Involuntary Termination in Connection with a Change in Control. In the event that Executive’s Involuntary Termination occurs immediately during the one (1) month period prior to, on or within the twelve (12) months following the consummation of a Change in Control (as defined in Section 7(e)below) and subject in all events to Executive’s compliance with Section 7(d8(d) below, then Executive Executive: (i) shall be entitled to the benefits provided above in Section 7(bSections 8(b)(i) and (which, for the avoidance of doubt, shall be incorporated into and become part of this Section 7(ciii)), except that: (i) the Bonus Payment shall equal Executive’s full target Annual Performance Bonus for the year of termination, rather than the pro-rated target bonus; and (ii) the vesting of all of Executive’s outstanding stock options and other equity awards that are subject to time-based vesting requirements shall accelerate in full such that all such equity awards shall be deemed fully vested as of the date of Executive’s Involuntary Termination; and (iii) Executive shall receive their Annual Performance Bonus at the full Target Amount (at the target percentage then in effect for Executive) within thirty (30) days after the effective date of Executive’s Involuntary Termination. For the avoidance of doubt, in no event shall Executive be entitled to benefits under both Section 7(b8(b) and this Section 7(c8(c). If Executive is eligible for benefits under both Section 7(b8(b) and this Section 7(c8(c), Executive shall receive the benefits set forth in this Section 7(c8(c) and such benefits will be reduced by any benefits previously provided to Executive under Section 7(b8(b).