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 subject to Sections 3, 5, and 6, Executive will receive: (i) twenty-four (24) months of Executive’s base salary, as in effect immediately prior to the date of termination, (ii) 200% 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 eighteen (18) 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 duly authorized extension thereof) neither the Board nor Compensation Committee of the Board may retroactively reduce the amount of acceleration with respect to any grants of equity awards made prior to the expiration of the Term unless 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) twenty-four twelve (2412) months of Executive’s base salary, as in effect immediately prior to the date of termination, (ii) 200100% 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 eighteen twelve (1812) 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 duly authorized extension thereof) neither subsequent determination by the Board nor or Compensation Committee of the Board may retroactively to reduce the amount of acceleration with respect to following the term of this Agreement shall not affect any grants of equity awards made prior to the expiration of the Term 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, and 6, Executive will receive: (i) twenty-four (24) months of Executive’s base salary, as in effect immediately prior to the date of termination, (ii) 200% 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 eighteen (18) 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), (iv) Executive’s outstanding and vested stock options and/or stock appreciation rights as of Executive’s termination of employment date (including, but not limited to, any awards that vest under clause (v) below) will remain exercisable until the nine (9) month anniversary of the termination of employment date; provided, however, that the post-termination exercise period for any individual stock option and/or stock appreciation right will not extend beyond the earlier of its original maximum term or the tenth (10th) anniversary of the original date of grant and (ivv) 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 duly authorized extension thereof) neither the Board nor Compensation Committee of the Board may retroactively reduce the amount of acceleration with respect to any grants of equity awards made prior to the expiration of the Term unless 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) twenty-four (24) 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) 200% 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 eighteen (18) 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, following the Term (or any duly authorized extension thereof) neither subsequent determination by the Board nor or Compensation Committee of the Board may retroactively to reduce the amount of acceleration with respect to following the term of this Agreement shall not affect any grants of equity awards made prior to the expiration of the Term 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 '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, and 6, Executive will receive: (i) twenty-four (24) months of Executive’s 's base salary, as in effect immediately prior to the date of termination, (ii) 200% 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 eighteen (18) 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 duly authorized extension thereof) neither the Board nor Compensation Committee of the Board may retroactively reduce the amount of acceleration with respect to any grants of equity awards made prior to the expiration of the Term unless 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) twenty-four twelve (2412) 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) 200100% 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 eighteen twelve (1812) 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, following the Term (or any duly authorized extension thereof) neither subsequent determination by the Board nor or Compensation Committee of the Board may retroactively to reduce the amount of acceleration with respect to following the term of this Agreement shall not affect any grants of equity awards made prior to the expiration of the Term such term unless otherwise agreed to in writing by the Executive.