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

Termination in Connection with a Change of Control. In the event that within sixty (60) days before or six (6) months following the consummation of a Change of Control (as defined below) (the “Change of Control Period”), the Company, or any successor thereto, terminates your employment without Cause or you terminate your employment for Good Reason, then the Company shall (i) pay a lump sum amount equal to six (6) months of your then current base salary (without giving any effect to any reduction thereof which may constitute Good Reason), which will be payable within the period of time set forth in Section 3 below following your termination of employment, (ii) pay a lump sum amount equal to six (6) months of the annual bonus you are eligible to receive for the current calendar year assuming performance is achieved at target (100% for both Company and personal performance) and, which will be payable within the period of time set forth in Section 3 below following your termination of employment and (iii) 50% of the then-unvested equity awards issued to you by the Company shall be vested as of your termination date or the Change in Control date (if later). In addition, the Company will pay, or reimburse you for, the premium cost for you and your dependents of medical and dental insurance benefits to the extent you were receiving such benefits immediately prior to your termination date from the date of your termination of employment through the earlier of the six (6) month anniversary of the termination of your employment or the date you become eligible for medical and dental insurance benefits from a subsequent employer, provided that, if you are eligible, you timely elect “COBRA” coverage under the Company group health insurance plan under which coverage was being provided to you at the time when your employment terminates. If the Company is unable or determines it is inadvisable to provide such medical and dental insurance benefits or “COBRA” coverage is not available to you as of the time when your employment is terminated, then the Company will pay to you a lump sum equal to the premium cost of the benefits provided for the six (6) months prior to your termination, payable within the period of time set forth in Section 3 below following your termination of employment.

Termination in Connection with a Change of Control. In the event that within sixty (60) days before or six twelve (612) months following the consummation of a Change of Control (as defined below) (the “Change of Control Period”), the Company, or any successor thereto, terminates your employment without Cause or you terminate your employment for Good Reason, then the Company shall (i) pay a lump sum amount equal to six twelve (612) months of your then current base salary (without giving any 1 | Page US-DOCS\105988669.1 effect to any reduction thereof which may constitute Good Reason), which will be payable within the period of time set forth in Section 3 below following your termination of employment, (ii) pay a lump sum amount equal to six twelve (612) months of the annual bonus you are eligible to receive for the current calendar Calendar year assuming performance is achieved at target (100% for both Company and personal performance) and, which will be payable within the period of time set forth in Section 3 below following your termination of employment employment, and (iii) 50% the vesting and, if applicable, exercisability of the then-unvested each Company equity awards issued to you award held by the Company you, including, without limitation, each stock option of any kind and nature (e.g., time or performance based, etc.), shall be vested accelerate in full as of immediately prior to your termination date or the Change in Control date (if later)of employment. In addition, the Company will pay, or reimburse you for, provide and pay the premium cost for you and your dependents of medical and dental insurance benefits to the extent you were receiving such benefits immediately prior to your termination date from the date of your termination of employment through the earlier of the six twelve (612) month anniversary of the termination of your employment or the date you become eligible for medical and dental insurance benefits from a subsequent employer, provided that, if you are eligible, that you timely elect “"COBRA” " coverage under the Company group health insurance plan under which coverage was being provided to you at the time when your employment terminates. If the Company is unable or determines it is inadvisable to provide such medical and dental insurance benefits or “"COBRA” " coverage is not available to you as of the time when your employment is terminated, then the Company will pay to you a lump sum equal to the premium cost of the benefits provided for the six twelve (612) months prior to your termination, payable within the period of time set forth in Section 3 below following your termination of employment.

Termination in Connection with a Change of Control. In the event that within sixty (60) days before or six twelve (612) months following the consummation of a Change of Control (as defined below) (the “Change of Control Period”), the Company, or any successor thereto, terminates your employment without Cause or you terminate your employment for Good Reason, then the Company shall (i) pay a lump sum amount equal to six twelve (612) months of your then current base salary (without giving any 1 | Page US-DOCS\105988660.1 effect to any reduction thereof which may constitute Good Reason), which will be payable within the period of time set forth in Section 3 below following your termination of employment, (ii) pay a lump sum amount equal to six twelve (612) months of the annual bonus you are eligible to receive for the current calendar Calendar year assuming performance is achieved at target (100% for both Company and personal performance) and, which will be payable within the period of time set forth in Section 3 below following your termination of employment employment, and (iii) 50% the vesting and, if applicable, exercisability of the then-unvested each Company equity awards issued to you award held by the Company you, including, without limitation, each stock option of any kind and nature (e.g., time or performance based, etc.), shall be vested accelerate in full as of immediately prior to your termination date or the Change in Control date (if later)of employment. In addition, the Company will pay, or reimburse you for, provide and pay the premium cost for you and your dependents of medical and dental insurance benefits to the extent you were receiving such benefits immediately prior to your termination date from the date of your termination of employment through the earlier of the six twelve (612) month anniversary of the termination of your employment or the date you become eligible for medical and dental insurance benefits from a subsequent employer, provided that, if you are eligible, that you timely elect “"COBRA” " coverage under the Company group health insurance plan under which coverage was being provided to you at the time when your employment terminates. If the Company is unable or determines it is inadvisable to provide such medical and dental insurance benefits or “"COBRA” " coverage is not available to you as of the time when your employment is terminated, then the Company will pay to you a lump sum equal to the premium cost of the benefits provided for the six twelve (612) months prior to your termination, payable within the period of time set forth in Section 3 below following your termination of employment.

Termination in Connection with a Change of Control. In the event that within sixty (60) days before or six twelve (612) months following the consummation of a Change of Control (as defined below) (the “Change of Control Period”), the Company, or any successor thereto, terminates your employment without Cause or you terminate your employment for Good Reason, then the Company shall (i) pay a lump sum amount equal to six twenty four (624) months of your then current base salary (without giving any effect to any 1 | Page US-DOCS\70602829.6 reduction thereof which may constitute Good Reason), which will be payable within the period of time set forth in Section 3 below following your termination of employment, (ii) pay a lump sum amount equal to six twenty four (624) months of the annual bonus you are eligible to receive for the current calendar Calendar year assuming performance is achieved at target (100% for both Company and personal performance) and, which will be payable within the period of time set forth in Section 3 below following your termination of employment employment, and (iii) 50% the vesting and, if applicable, exercisability of the then-unvested each Company equity awards issued to you award held by the Company you, including, without limitation, each stock option of any kind and nature (e.g., time or performance based, etc.), shall be vested accelerate in full as of immediately prior to your termination date or the Change in Control date (if later)of employment. In addition, the Company will pay, or reimburse you for, provide and pay the premium cost for you and your dependents of medical and dental insurance benefits to the extent you were receiving such benefits immediately prior to your termination date from the date of your termination of employment through the earlier of the six twenty four (624) month anniversary of the termination of your employment or the date you become eligible for medical and dental insurance benefits from a subsequent employer, provided that, if you are eligible, that you timely elect “"COBRA” " coverage under the Company group health insurance plan under which coverage was being provided to you at the time when your employment terminates. If the Company is unable or determines it is inadvisable to provide such medical and dental insurance benefits or “"COBRA” " coverage is not available to you as of the time when your employment is terminated, then the Company will pay to you a lump sum equal to the premium cost of the benefits provided for the six twenty four (624) months prior to your termination, payable within the period of time set forth in Section 3 below following your termination of employment.

Termination in Connection with a Change of Control. In the event that within sixty (60) days before or six twelve (612) months following the consummation of a Change of Control (as defined below) (the “Change of Control Period”), the Company, or any successor thereto, terminates your employment without Cause or you terminate your employment for Good Reason, then the Company shall (i) pay a lump sum amount equal to six twelve (612) months of your then current base salary (without giving any effect to any reduction thereof which may constitute Good Reason), which will be payable within the period of time set forth in Section 3 below following your termination of employment, (ii) pay a lump sum amount equal to six twelve (612) months of the annual bonus you are eligible to receive for the current calendar Calendar year assuming performance is achieved at target (100% for both Company and personal performance) and, which will be payable within the period of time set forth in Section 3 below following your termination of employment employment, and (iii) 50% the vesting and, if applicable, exercisability of the then-unvested each Company equity awards issued to you award held by the Company you, including, without limitation, each stock option of any kind and nature (e.g., time or performance based, etc.), shall be vested accelerate in full as of immediately prior to your termination date or the Change in Control date (if later)of employment. In addition, the Company will pay, or reimburse you for, provide and pay the premium cost for you and your dependents of medical and dental insurance benefits to the extent you were receiving such benefits immediately prior to your termination date from the date of your termination of employment through the earlier of the six twelve (612) month anniversary of the termination of your employment or the date you become eligible for medical and dental insurance benefits from a subsequent employer, provided that, if you are eligible, that you timely elect “"COBRA” " coverage under the Company group health insurance plan under which coverage was being provided to you at the time when your employment terminates. If the Company is unable or determines it is inadvisable to provide such medical and dental insurance benefits or “"COBRA” " coverage is not available to you as of the time when your employment is terminated, then the Company will pay to you a lump sum equal to the premium cost of the benefits provided for the six twelve (612) months prior to your termination, payable within the period of time set forth in Section 3 below following your termination of employment.

Termination in Connection with a Change of Control. In the event that within sixty (60) days before or six twelve (612) months following the consummation of a Change of Control (as defined below) (the “Change of Control Period”), the Company, or any successor thereto, terminates your employment without Cause or you terminate your employment for Good Reason, then the Company shall (i) pay a lump sum amount equal to six twelve (612) months of your then current base salary (without giving any 1 | Page US-DOCS\105988659.1 effect to any reduction thereof which may constitute Good Reason), which will be payable within the period of time set forth in Section 3 below following your termination of employment, (ii) pay a lump sum amount equal to six twelve (612) months of the annual bonus you are eligible to receive for the current calendar Calendar year assuming performance is achieved at target (100% for both Company and personal performance) and, which will be payable within the period of time set forth in Section 3 below following your termination of employment employment, and (iii) 50% the vesting and, if applicable, exercisability of the then-unvested each Company equity awards issued to you award held by the Company you, including, without limitation, each stock option of any kind and nature (e.g., time or performance based, etc.), shall be vested accelerate in full as of immediately prior to your termination date or the Change in Control date (if later)of employment. In addition, the Company will pay, or reimburse you for, provide and pay the premium cost for you and your dependents of medical and dental insurance benefits to the extent you were receiving such benefits immediately prior to your termination date from the date of your termination of employment through the earlier of the six twelve (612) month anniversary of the termination of your employment or the date you become eligible for medical and dental insurance benefits from a subsequent employer, provided that, if you are eligible, that you timely elect “"COBRA” " coverage under the Company group health insurance plan under which coverage was being provided to you at the time when your employment terminates. If the Company is unable or determines it is inadvisable to provide such medical and dental insurance benefits or “"COBRA” " coverage is not available to you as of the time when your employment is terminated, then the Company will pay to you a lump sum equal to the premium cost of the benefits provided for the six twelve (612) months prior to your termination, payable within the period of time set forth in Section 3 below following your termination of employment.

Termination in Connection with a Change of Control. In the event that within sixty (60) days before or six twelve (612) months following the consummation of a Change of Control (as defined below) (the “Change of Control Period”), the Company, or any successor thereto, terminates your employment without Cause or you terminate your employment for Good Reason, then the Company shall (i) pay a lump sum amount equal to six fifteen (615) months of your then current base salary (without giving any effect to any reduction thereof which may constitute Good Reason), which will be payable within the period of time set forth in Section 3 below following your termination of employment, (ii) pay a lump 1 | Page US-DOCS\105988679.1 sum amount equal to six fifteen (615) months of the annual bonus you are eligible to receive for the current calendar Calendar year assuming performance is achieved at target (100% for both Company and personal performance) and, which will be payable within the period of time set forth in Section 3 below following your termination of employment employment, and (iii) 50% the vesting and, if applicable, exercisability of the then-unvested each Company equity awards issued to you award held by the Company you, including, without limitation, each stock option of any kind and nature (e.g., time or performance based, etc.), shall be vested accelerate in full as of immediately prior to your termination date or the Change in Control date (if later)of employment. In addition, the Company will pay, or reimburse you for, provide and pay the premium cost for you and your dependents of medical and dental insurance benefits to the extent you were receiving such benefits immediately prior to your termination date from the date of your termination of employment through the earlier of the six fifteen (615) month anniversary of the termination of your employment or the date you become eligible for medical and dental insurance benefits from a subsequent employer, provided that, if you are eligible, that you timely elect “"COBRA” " coverage under the Company group health insurance plan under which coverage was being provided to you at the time when your employment terminates. If the Company is unable or determines it is inadvisable to provide such medical and dental insurance benefits or “"COBRA” " coverage is not available to you as of the time when your employment is terminated, then the Company will pay to you a lump sum equal to the premium cost of the benefits provided for the six fifteen (615) months prior to your termination, payable within the period of time set forth in Section 3 below following your termination of employment.

Termination in Connection with a Change of Control. In the event that within sixty (60) days before or six (6) months following the consummation of a Change of Control (as defined below) (the “Change of Control Period”), the Company, or any successor thereto, terminates your employment without Cause or you terminate your employment for Good Reason, then the Company shall (i) pay a lump sum amount equal to six (6) months of your then current base salary (without giving any effect to any reduction thereof which may constitute Good Reason), which will be payable within the period of time set forth in Section 3 below following your termination of employment, (ii) pay a lump sum amount equal to six (6) months of the annual bonus you are eligible to receive for the current calendar year assuming performance is achieved at target (100% for both Company and personal performance) and, which will be payable within the period of time set forth in Section 3 below following your termination of employment and (iii) 50% of the then-unvested equity awards issued to you by the Company shall be vested as of your termination date or the Change in Control date (if later)employment. In addition, the Company will pay, or reimburse you for, the premium cost for you and your dependents of medical and dental insurance benefits to the extent you were receiving such benefits immediately prior to your termination date from the date of your termination of employment through the earlier of the six (6) month anniversary of the termination of your employment or the date you become eligible for medical and dental insurance benefits from a subsequent employer, provided that, if you are eligible, you timely elect “COBRA” coverage under the Company group health insurance plan under which coverage was being provided to you at the time when your employment terminates. If the Company is unable or determines it is inadvisable to provide such medical and dental insurance benefits or “COBRA” coverage is not available to you as of the time when your employment is terminated, then the Company will pay to you a lump sum equal to the premium cost of the benefits provided for the six (6) months prior to your termination, payable within the period of time set forth in Section 3 below following your termination of employment.

Termination in Connection with a Change of Control. In the event that within sixty (60) days before or six twelve (612) months following the consummation of a Change of Control (as defined below) (the “Change of Control Period”), the Company, or any successor thereto, terminates your employment without Cause or you terminate your employment for Good Reason, then the Company shall (i) pay a lump sum amount equal to six twelve (612) months of your then current base salary (without giving any 1 | Page US-DOCS\105988652.1 effect to any reduction thereof which may constitute Good Reason), which will be payable within the period of time set forth in Section 3 below following your termination of employment, (ii) pay a lump sum amount equal to six twelve (612) months of the annual bonus you are eligible to receive for the current calendar Calendar year assuming performance is achieved at target (100% for both Company and personal performance) and, which will be payable within the period of time set forth in Section 3 below following your termination of employment employment, and (iii) 50% the vesting and, if applicable, exercisability of the then-unvested each Company equity awards issued to you award held by the Company you, including, without limitation, each stock option of any kind and nature (e.g., time or performance based, etc.), shall be vested accelerate in full as of immediately prior to your termination date or the Change in Control date (if later)of employment. In addition, the Company will pay, or reimburse you for, provide and pay the premium cost for you and your dependents of medical and dental insurance benefits to the extent you were receiving such benefits immediately prior to your termination date from the date of your termination of employment through the earlier of the six twelve (612) month anniversary of the termination of your employment or the date you become eligible for medical and dental insurance benefits from a subsequent employer, provided that, if you are eligible, that you timely elect “"COBRA” " coverage under the Company group health insurance plan under which coverage was being provided to you at the time when your employment terminates. If the Company is unable or determines it is inadvisable to provide such medical and dental insurance benefits or “"COBRA” " coverage is not available to you as of the time when your employment is terminated, then the Company will pay to you a lump sum equal to the premium cost of the benefits provided for the six twelve (612) months prior to your termination, payable within the period of time set forth in Section 3 below following your termination of employment.

Termination in Connection with a Change of Control. In the event that within sixty (60) days before or six twelve (612) months following the consummation of a Change of Control (as defined below) (the “Change of Control Period”), the Company, or any successor thereto, terminates your employment without Cause or you terminate your employment for Good Reason, then the Company shall (i) pay a lump sum amount equal to six twelve (612) months of your then current base salary (without giving any effect to any reduction thereof which may constitute Good Reason), which will be payable within the period of time set forth in Section 3 below following your termination of employment, (ii) pay a lump 1 | Page | sum amount equal to six twelve (612) months of the annual bonus you are eligible to receive for the current calendar Calendar year assuming performance is achieved at target (100% for both Company and personal performance) and, which will be payable within the period of time set forth in Section 3 below following your termination of employment employment, and (iii) 50% the vesting and, if applicable, exercisability of the then-unvested each Company equity awards issued to you award held by the Company you, including, without limitation, each stock option of any kind and nature (e.g., time or performance based, etc.), shall be vested accelerate in full as of immediately prior to your termination date or the Change in Control date (if later)of employment. In addition, the Company will pay, or reimburse you for, provide and pay the premium cost for you and your dependents of medical and dental insurance benefits to the extent you were receiving such benefits immediately prior to your termination date from the date of your termination of employment through the earlier of the six twelve (612) month anniversary of the termination of your employment or the date you become eligible for medical and dental insurance benefits from a subsequent employer, provided that, if you are eligible, that you timely elect “"COBRA” " coverage under the Company group health insurance plan under which coverage was being provided to you at the time when your employment terminates. If the Company is unable or determines it is inadvisable to provide such medical and dental insurance benefits or “"COBRA” " coverage is not available to you as of the time when your employment is terminated, then the Company will pay to you a lump sum equal to the premium cost of the benefits provided for the six twelve (612) months prior to your termination, payable within the period of time set forth in Section 3 below following your termination of employment.

Termination in Connection with a Change of Control. In the event that within sixty (60) days before or six twelve (612) months following the consummation of a Change of Control (as defined below) (the “Change of Control Period”), the Company, or any successor thereto, terminates your employment without Cause or you terminate your employment for Good Reason, then the Company shall (i) pay a lump sum amount equal to six twelve (612) months of your then current base salary (without giving any effect to any reduction thereof which may constitute Good Reason), which will be payable within the period of time set forth in Section 3 below following your termination of employment, (ii) pay a lump sum amount equal to six twelve (612) months of the annual bonus you are eligible to receive for the 1 | Page US-DOCS\105988679.1 current calendar Calendar year assuming performance is achieved at target (100% for both Company and personal performance) and, which will be payable within the period of time set forth in Section 3 below following your termination of employment employment, and (iii) 50% the vesting and, if applicable, exercisability of the then-unvested each Company equity awards issued to you award held by the Company you, including, without limitation, each stock option of any kind and nature (e.g., time or performance based, etc.), shall be vested accelerate in full as of immediately prior to your termination date or the Change in Control date (if later)of employment. In addition, the Company will pay, or reimburse you for, provide and pay the premium cost for you and your dependents of medical and dental insurance benefits to the extent you were receiving such benefits immediately prior to your termination date from the date of your termination of employment through the earlier of the six twelve (612) month anniversary of the termination of your employment or the date you become eligible for medical and dental insurance benefits from a subsequent employer, provided that, if you are eligible, that you timely elect “"COBRA” " coverage under the Company group health insurance plan under which coverage was being provided to you at the time when your employment terminates. If the Company is unable or determines it is inadvisable to provide such medical and dental insurance benefits or “"COBRA” " coverage is not available to you as of the time when your employment is terminated, then the Company will pay to you a lump sum equal to the premium cost of the benefits provided for the six twelve (612) months prior to your termination, payable within the period of time set forth in Section 3 below following your termination of employment.

Termination in Connection with a Change of Control. In the event that within sixty (60) days before or six twelve (612) months following the consummation of a Change of Control (as defined below) (the “Change of Control Period”), the Company, or any successor thereto, terminates your employment without Cause or you terminate your employment for Good Reason, then the Company shall (i) pay a lump sum amount equal to six eighteen (618) months of your then current base salary (without giving any effect to any reduction thereof which may constitute Good Reason), which will be payable within the period of time set forth in Section 3 below thirty (30) days following your termination of employment, (ii) pay a lump sum amount equal to six eighteen (618) months of the annual bonus you are eligible to receive for the current calendar Calendar year assuming performance is achieved at target (100% for both Company and personal performance) and, which will be payable within the period of time set forth in Section 3 below thirty (30) days following your termination of employment employment, and (iii) 50% the vesting and, if applicable, exercisability of the then-unvested each Company equity awards issued to you award held by the Company you, including, without limitation, each stock option of any kind and nature (e.g., time or performance based, etc.), shall be vested accelerate in full as of immediately prior to your termination date or the Change in Control date (if later)of employment. In addition, the Company will pay, or reimburse you for, provide and pay the premium cost for you and your dependents of medical and dental insurance benefits to the extent you were receiving such benefits immediately prior to your termination date from the date of your termination of employment through the earlier of the six eighteen (618) month anniversary of the termination of your employment or the date you become eligible for medical and dental insurance benefits from a subsequent employer, provided that, if you are eligible, that you timely elect “"COBRA” " coverage under the Company group health insurance plan under which coverage was being provided to you at the time when your employment terminates. If the Company is unable or determines it is inadvisable to provide such medical and dental insurance benefits or “"COBRA” " coverage is not available to you as of the time when your employment is terminated, then the Company will pay to you a lump sum equal to the premium cost of the benefits provided for the six (6) nine months prior to your termination, payable within the period of time set forth in Section 3 below thirty (30) days following your termination of employment.