Common use of Termination Occurring During the Change in Control Period Clause in Contracts

Termination Occurring During the Change in Control Period. If such termination occurs during the Change in Control Period, then the Company shall pay the Employee (in lieu of any amount to be paid pursuant to Section 3(a) above): (i) The Accrued Benefits (as defined in Section 3(a)(i) above), with each amount to be paid out at the times set forth in Section 3(a) above; and (ii) Subject to subsection (d) below, a pro-rated annual bonus for the fiscal year in which the Termination Date occurs based on the higher of Employee’s Average Annual Cash Bonus and the Employee’s target annual bonus for the year in which the Termination Date occurs (or, if the target has not yet been set or has been reduced from that in effect prior to the Change in Control, the target bonus as was in effect immediately prior to the Change in Control). In either case the pro-rated amount shall be calculated by multiplying the applicable amount by a fraction, the numerator of which is the total number of days between the first day of the fiscal year of the Company with respect to such annual bonus and the Termination Date, and the denominator of which is the total number of days in such fiscal year. Subject to any applicable deferral election, such payment shall be made in a lump sum as soon as practicable following the later of the Employee’s Termination Date and the effective date of the General Release; and (iii) Subject to subsection (d) below, an amount equal to the sum of (A) eighteen (18) months of the Employee’s monthly base salary in effect on the date the Employee’s employment terminates, (B) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, and (C) eighteen (18) months of the Employee’s Medical Benefits. Payment shall be made in a lump sum as soon as practicable following the later of the Employee’s Termination Date and the effective date of the General Release. In addition to the above, all equity awards granted to the Employee pursuant to the Equity Incentive Plan shall become fully vested, at the higher of: (i) target vesting (100%); or (ii) performance vesting based on the level of achievement obtained under the Equity Incentive Plan’s criteria for the equity awards at the time of termination.

Termination Occurring During the Change in Control Period. If such termination occurs during the Change in Control Period, then the Company shall pay the Employee (in lieu of any amount to be paid pursuant to Section 3(a) above): (i) The Accrued Benefits (as defined in Section 3(a)(i) above), with each amount to be paid out at the times set forth in Section 3(a) above; and (ii) Subject to subsection (d) below, a pro-rated annual bonus for the fiscal year in which the Termination Date occurs based on the higher of Employee’s Average Annual Cash Bonus and the Employee’s target annual bonus for the year in which the Termination Date occurs (or, if the target has not yet been set or has been reduced from that in effect prior to the Change in Control, the target bonus as was in effect immediately prior to the Change in Control). In either case the pro-rated amount shall be calculated by multiplying the applicable amount by a fraction, the numerator of which is the total number of days between the first day of the fiscal year of the Company with respect to such annual bonus and the Termination Date, and the denominator of which is the total number of days in such fiscal year. Subject to any applicable deferral election, such payment shall be made in a lump sum as soon as practicable following the later of the Employee’s Termination Date and the effective date of the General Release; and (iii) Subject to subsection (d) below, an amount equal to the sum of (A) eighteen thirty (1830) months of the Employee’s monthly base salary in effect on the date the Employee’s employment terminates, (B) one two hundred fifty percent (150250%) of the Employee’s Average Annual Cash Bonus, and (C) eighteen thirty (1830) months of the Employee’s Medical Benefits. Payment shall be made in a lump sum as soon as practicable following the later of the Employee’s Termination Date and the effective date of the General Release. In addition to the above, all equity awards granted to the Employee pursuant to the Equity Incentive Plan shall become fully vested, at the higher of: (i) target vesting (100%); or (ii) performance vesting based on the level of achievement obtained under the Equity Incentive Plan’s criteria for the equity awards at the time of termination.

Termination Occurring During the Change in Control Period. If such termination occurs during the Change in Control Period, then the Company shall pay the Employee (in lieu of any amount to be paid pursuant to Section 3(a) above): (i) The Accrued Benefits (as defined in Section 3(a)(i) above), with each amount to be paid out at the times set forth in Section 3(a) above; and; (ii) Subject to subsection (d) below, a pro-rated annual bonus for the fiscal year in which the Termination Date occurs based on the higher of Employee’s Average Annual Cash Bonus and the Employee’s target annual bonus for the year in which the Termination Date occurs (or, if the target has not yet been set or has been reduced from that in effect prior to the Change in Control, the target bonus as was in effect immediately prior to the Change in Control). In either case the pro-rated amount shall be calculated by multiplying the applicable amount by a fraction, the numerator of which is the total number of days between the first day of the fiscal year of the Company with respect to such annual bonus and the Termination Date, and the denominator of which is the total number of days in such fiscal year. Subject to any applicable deferral election, such payment shall be made in a lump sum as soon as practicable following the later of the Employee’s Termination Date and the effective date of the General Release; and (iii) Subject to subsection (d) below, an amount equal to the sum of (A) eighteen thirty (1830) months of the Employee’s monthly base salary in effect on the date the Employee’s employment terminates, (B) one two hundred fifty percent (150250%) of the Employee’s Average Annual Cash Bonus, and (C) eighteen thirty (1830) months of the Employee’s Medical Benefits. Payment shall be made in a lump sum as soon as practicable following the later of the Employee’s Termination Date and the effective date of the General Release. In addition to the above, all equity awards granted to the Employee pursuant to the Equity Incentive Plan shall become fully vested, at the higher of: (i) target vesting (100%); or (ii) performance vesting based on the level of achievement obtained under the Equity Incentive Plan’s criteria for the equity awards at the time of termination.

Termination Occurring During the Change in Control Period. If such termination occurs during the Change in Control Period, then the Company shall pay the Employee (in lieu of any amount to be paid pursuant to Section 3(a) above): (i) The Accrued Benefits (as defined in Section 3(a)(i) above), with each amount to be paid out at the times set forth in Section 3(a) above; and; (ii) Subject to subsection (d) below, a pro-rated annual bonus for the fiscal year in which the Termination Date occurs based on the higher of Employee’s Average Annual Cash Bonus and the Employee’s target annual bonus for the year in which the Termination Date occurs (or, if the target has not yet been set or has been reduced from that in effect prior to the Change in Control, the target bonus as was in effect immediately prior to the Change in Control). In either case the pro-rated amount shall be calculated by multiplying the applicable amount by a fraction, the numerator of which is the total number of days between the first day of the fiscal year of the Company with respect to such annual bonus and the Termination Date, and the denominator of which is the total number of days in such fiscal year. Subject to any applicable deferral election, such payment shall be made in a lump sum as soon as practicable following the later of the Employee’s Termination Date and the effective date of the General Release; and (iii) Subject to subsection (d) below, an amount equal to the sum of (A) eighteen (18) months of the Employee’s monthly base salary in effect on the date the Employee’s employment terminates, (B) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, and (C) eighteen (18) months of the Employee’s Medical Benefits. Payment shall be made in a lump sum as soon as practicable following the later of the Employee’s Termination Date and the effective date of the General Release. In addition to the above, all equity awards granted to the Employee pursuant to the Equity Incentive Plan shall become fully vested, at the higher of: (i) target vesting (100%); or (ii) performance vesting based on the level of achievement obtained under the Equity Incentive Plan’s criteria for the equity awards at the time of termination.