Common use of Termination without Cause or Resignation for Good Reason in Connection with a Change of Control Clause in Contracts

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, in either case during the Term or any duly authorized extension thereof (as set forth in Section 9 below), and the termination is in Connection with a Change of Control, then, subject to Sections 3, 5 and 6, Executive will receive: (i) twelve (12) months of Executive’s base salary, as in effect immediately prior to the date of termination, (ii) 100% of Executive’s target cash bonus under the Company’s Senior Leadership Plan for the fiscal year in which Executive’s termination occurs, (iii) reimbursement for premiums paid for COBRA Benefits for Executive and Executive’s eligible dependents under the Company’s benefit plans for twelve (12) months following Executive’s termination of employment, payable when such premiums are due (provided Executive and Executive’s eligible dependents validly elect to continue coverage under applicable law), and (iv) full accelerated vesting with respect to Executive’s then outstanding, unvested equity awards that were granted to Executive on or prior to the date hereof or during the Term (or any duly authorized extension thereof). For purposes of clarification, any subsequent determination by the Board or Compensation Committee of the Board to reduce the amount of acceleration following the term of this Agreement shall not affect any grants of equity awards made prior to the expiration of such term unless otherwise agreed to in writing by the Executive.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, in either case during the Term or any duly authorized extension thereof (as set forth in Section 9 below), and the termination is in Connection with a Change of Control, then, subject to subject to Sections 3, 5 5, and 6, Executive will receive: (i) twelve twenty-four (1224) months of Executive’s base salary, as in effect immediately prior to the date of termination, (ii) 100200% of Executive’s target cash bonus under the Company’s Senior Leadership Plan for the fiscal year in which Executive’s termination occurs, (iii) reimbursement for premiums paid for COBRA Benefits for Executive and Executive’s eligible dependents under the Company’s benefit plans for twelve eighteen (1218) months following Executive’s termination of employment, payable when such premiums are due (provided Executive and Executive’s eligible dependents validly elect to continue coverage under applicable law), and (iv) full accelerated vesting with respect to Executive’s then outstanding, unvested equity awards that were granted to Executive on or prior to the date hereof or during the Term (or any duly authorized extension thereof). For purposes of clarification, following the Term (or any subsequent determination by duly authorized extension thereof) neither the Board or nor Compensation Committee of the Board to may retroactively reduce the amount of acceleration following the term of this Agreement shall not affect with respect to any grants of equity awards made prior to the expiration of such term the Term unless otherwise agreed to in writing by the Executive.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s 's employment is terminated by the Company without Cause or by Executive for Good Reason, in either case during the Term or any duly authorized extension thereof (as set forth in Section 9 below), and the termination is in Connection with a Change of Control, then, subject to subject to Sections 3, 5 5, and 6, Executive will receive: (i) twelve twenty-four (1224) months of Executive’s 's base salary, as in effect immediately prior to the date of termination, (ii) 100200% of Executive’s 's target cash bonus under the Company’s 's Senior Leadership Plan for the fiscal year in which Executive’s 's termination occurs, (iii) reimbursement for premiums paid for COBRA Benefits for Executive and Executive’s 's eligible dependents under the Company’s 's benefit plans for twelve eighteen (1218) months following Executive’s 's termination of employment, payable when such premiums are due (provided Executive and Executive’s 's eligible dependents validly elect to continue coverage under applicable law), and (iv) full accelerated vesting with respect to Executive’s 's then outstanding, unvested equity awards that were granted to Executive on or prior to the date hereof or during the Term (or any duly authorized extension thereof). For purposes of clarification, following the Term (or any subsequent determination by duly authorized extension thereof) neither the Board or nor Compensation Committee of the Board to may retroactively reduce the amount of acceleration following the term of this Agreement shall not affect with respect to any grants of equity awards made prior to the expiration of such term the Term unless otherwise agreed to in writing by the Executive.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or by if Executive resigns for Good Reason, in either case during the Term or any duly authorized extension thereof Reason within twenty-four (as set forth in Section 9 below), and the termination is in Connection with 24) months following a Change of Control, then, subject to Sections 3, 5 and 6, Executive will receive: (i) twelve one hundred percent (12100%) months of Executive’s base salarythen outstanding unvested equity awards granted pursuant to the Company’s 2007 Stock Plan, 2013 Equity Incentive Plan or any other equity incentive plan approved by the Board shall vest as in effect immediately prior to of the date of such termination, /resignation; (ii) 100% of Executive will receive severance benefits in an amount equal to two times (2x) Executive’s target cash bonus under Base Salary and Target Bonus in the Company’s Senior Leadership Plan for the fiscal year in which form of a lump sum payment within sixty (60) days following Executive’s termination occurs, of employment (such amount being referred to herein as the “Severance Payment”); and (iii) reimbursement the total of twenty-four (24) monthly premiums for the group health continuation coverage premiums paid for COBRA Benefits for Executive and Executive’s eligible dependents under the Company’s benefit plans for twelve (12) months following Executive’s termination of employment, payable when such premiums are due (provided COBRA so as to provide Executive and Executive’s eligible dependents validly elect and/or domestic partner the same level of benefits to continue the same extent as in effect on the date of Executive’s termination determined at the cost for COBRA coverage on the date of Executive’s termination/resignation; provided, however, that Executive will be solely responsible for electing such coverage within the required time periods. Any benefits or payments provided under applicable law)this Section 7(b) are in lieu of, and (iv) full accelerated vesting with respect to Executive’s then outstanding, unvested equity awards that were granted to Executive on or prior to the date hereof or during the Term (or any duly authorized extension thereof). For purposes of clarificationnot in addition to, any subsequent determination by the Board benefits or Compensation Committee of the Board to reduce the amount of acceleration following the term of this Agreement shall not affect any grants of equity awards made prior to the expiration of such term unless payments that otherwise agreed to in writing by the Executivemight be payable under Section 7(a).

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, in either case during the Term or any duly authorized extension thereof (as set forth in Section 9 below), and the termination is in Connection with a Change of Control, then, subject to Sections 3, 5 and 6, Executive will receive: (i) twelve (12) months of Executive’s base salary, as in effect immediately prior to the date of termination, payable in a lump sum payment within thirty (30) days of the Release Effective Date, (ii) 100% of Executive’s target cash bonus under the Company’s Senior Leadership Plan for the fiscal year in which Executive’s termination occurs, payable in a lump sum payment within thirty (30) days of the Release Effective Date, (iii) reimbursement for premiums paid for COBRA Benefits for Executive and Executive’s eligible dependents under the Company’s benefit plans for twelve (12) months following Executive’s termination of employment, payable when such premiums are due, or, at the Company’s sole discretion, in a one-time lump sum payment when such premiums are first due (provided Executive and Executive’s eligible dependents validly elect to continue coverage under applicable law), and (iv) full accelerated vesting with respect to Executive’s then outstanding, unvested equity awards that were granted to Executive on or prior to the date hereof or during the Term (or any duly authorized extension thereof). For purposes of clarification, any subsequent determination by the Board or Compensation Committee of the Board to reduce the amount of acceleration following the term of this Agreement shall not affect any grants of equity awards made prior to the expiration of such term unless otherwise agreed to in writing by the Executive.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, in either case during the Term or any duly authorized extension thereof (as set forth in Section 9 below), and the termination is in Connection with a Change of Control, then, subject to Sections 3, 5 and 6, Executive will receive: (i) twelve twenty-four (1224) months of Executive’s base salary, as in effect immediately prior to the date of termination, payable in a lump sum payment within thirty (30) days of the Release Effective Date, (ii) 100200% of Executive’s target cash bonus under the Company’s Senior Leadership Plan for the fiscal year in which Executive’s termination occurs, payable in a lump sum payment within thirty (30) days of the Release Effective Date, (iii) reimbursement for premiums paid for COBRA Benefits for Executive and Executive’s eligible dependents under the Company’s benefit plans for twelve eighteen (1218) months following Executive’s termination of employment, payable when such premiums are due, or, at the Company’s sole discretion, in a one-time lump sum payment when such premiums are first due (provided Executive and Executive’s eligible dependents validly elect to continue coverage under applicable law), and (iv) full accelerated vesting with respect to Executive’s then outstanding, unvested equity awards that were granted to Executive on or prior to the date hereof or during the Term (or any duly authorized extension thereof). For purposes of clarification, any subsequent determination by the Board or Compensation Committee of the Board to reduce the amount of acceleration following the term of this Agreement shall not affect any grants of equity awards made prior to the expiration of such term unless otherwise agreed to in writing by the Executive.