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. Notwithstanding anything to the contrary herein, if there is both a Change of Control and the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason during the period commencing on the date that is two months prior to (or the earlier date of execution of a definitive agreement with respect to such Change of Control) and ending twelve (12) months following such Change of Control (a “CIC Termination”), then, in addition to the Accrued Obligations, the Executive shall be entitled to receive the following: (i) Severance benefits in an amount equal to one times (1x) the sum of the Executive’s Base Salary plus the Executive’s Target Incentive Bonus in effect immediately prior to the Executive’s termination date, which amount shall be paid in regular payroll installments over the applicable twelve (12) month period following the Executive’s termination date; (ii) COBRA continuation benefits as set forth in Section 7(c)(iii); and (iii) All outstanding equity grants held by the Executive immediately prior to the CIC Termination which vest based upon the Executive’s continued service over time shall accelerate, become fully vested and/or exercisable, as the case may be, as of the later of (A) the date of the CIC Termination and (B) the consummation of a Change of Control (the later of (A) or (B) the “CIC Vesting Event”). All outstanding equity grants held by the Executive immediately prior to the CIC Termination which vest based upon attainment of performance criteria shall accelerate, become vested and/or exercisable, as the case may be, as of the date of the CIC Vesting Event at the greater of (x) the target level of performance and (y) the actual level of performance through the CIC Vesting Event. The foregoing severance benefits shall be subject to the Executive’s execution and non-revocation of the Release and the Executive’s continued compliance with the provisions of Section 14 below, and Exhibit A and Exhibit B attached hereto, as applicable.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. Notwithstanding anything to the contrary herein, if there is both a Change of Control and the If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason during Reason, and the period commencing termination is in Connection with a Change of Control, then, provided that the termination of Executive’s employment constitutes a Separation from Service, subject to Section 8, Executive will receive: (i) a lump sum payment in an amount equal to 200% of the sum of Executive’s annual Base Salary and Executive’s Average Annual Bonus (less applicable tax withholdings); (ii) payout of his pro-rata bonus for the fiscal year of the Company in which termination occurs provided the Company bonus targets are satisfied, such amount to be paid in one lump sum on or before March 15th of the date that is two months prior succeeding fiscal year; (iii) in addition to (Executive’s rights under any Company equity compensation plans pursuant to which Executive has been granted equity awards, including without limitation the Autodesk, Inc. 2006 Employee Stock Plan, the Autodesk, Inc. 2008 Employee Stock Plan, or the earlier date Autodesk, Inc. Equity Incentive Deferral Plan, each of execution Executive’s then outstanding unvested equity awards, including awards that would otherwise vest only upon satisfaction of a definitive agreement performance criteria, shall fully accelerate and become vested and exercisable with respect to such Change one hundred percent (100%) of Controlthe shares subject thereto; (iv) and ending a period of not less than twelve (12) months following to exercise any vested stock options that were granted to Executive by the Company on or after February 2, 2009 (provided that such Change of Control options shall expire, if earlier, on the date when they would have expired if Executive’s employment had not terminated); and (a “CIC Termination”)v) if Executive validly elects to continue coverage under COBRA, then, in addition to the Accrued Obligations, reimbursement for premiums paid for continued health benefits for the Executive shall be entitled to receive (and any eligible dependents) under the following: (i) Severance benefits in an amount equal to one times (1x) Company’s health plans, payable when such premiums are due until the sum of the Executive’s Base Salary plus the Executive’s Target Incentive Bonus in effect immediately prior to the Executive’s termination date, which amount shall be paid in regular payroll installments over the applicable twelve (12) month period following the Executive’s termination date; (ii) COBRA continuation benefits as set forth in Section 7(c)(iii); and (iii) All outstanding equity grants held by the Executive immediately prior to the CIC Termination which vest based upon the Executive’s continued service over time shall accelerate, become fully vested and/or exercisable, as the case may be, as of the later earlier of (A) the date of the CIC Termination and eighteen (B18) the consummation of a Change of Control (the later of (A) months or (B) the “CIC Vesting Event”)date upon which Executive and Executive’s eligible dependents become covered under similar plans. All outstanding equity grants held by Subject to Section 9, the Executive accelerated vesting and exercisability described in subsections (iii) and (iv) above shall be effective immediately prior to the CIC Termination which vest based upon attainment of performance criteria shall accelerate, become vested and/or exercisable, as the case may be, as of the date on which Executive’s separation agreement and release of claims described in Section 8(a) may be revoked has expired, and any severance payment described in (i) above shall be made, and commence in the case of (v), on the later of the CIC Vesting Event at the greater of sixtieth (x60th) the target level of performance and (y) the actual level of performance through the CIC Vesting Event. The foregoing severance benefits shall be subject to the day after Executive’s execution and non-revocation Separation from Service or the consummation of the Release and the Executive’s continued compliance with the provisions Change of Section 14 below, and Exhibit A and Exhibit B attached hereto, as applicableControl.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. Notwithstanding anything to the contrary herein, if there is both a Change of Control and the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason during the period commencing on the date that is two months prior to (or the earlier date of execution of a definitive agreement with respect to such Change of Control) and ending twelve (12) months following such Change of Control (a “CIC Termination”), then, in addition to the Accrued Obligations, the Executive shall be entitled to receive the following: (i) Severance benefits in an amount equal to one two times (1x2x) the sum of the Executive’s Base Salary plus the Executive’s Target Incentive Bonus in effect immediately prior to the Executive’s termination date, which amount shall be paid in regular payroll installments over the applicable twelve twenty-four (1224) month period following the Executive’s termination date; (ii) COBRA continuation benefits as set forth in Section 7(c)(iii); and (iii) All outstanding equity grants held by the Executive immediately prior to the CIC Termination which vest based upon the Executive’s continued service over time shall accelerate, become fully vested and/or exercisable, as the case may be, as of the later of (A) the date of the CIC Termination and (B) the consummation of a Change of Control (the later of (A) or (B) the “CIC Vesting Event”). All outstanding equity grants held by the Executive immediately prior to the CIC Termination which vest based upon attainment of performance criteria shall accelerate, become vested and/or exercisable, as the case may be, as of the date of the CIC Vesting Event at the greater of (x) the target level of performance and (y) the actual level of performance through the CIC Vesting Event. The foregoing severance benefits shall be subject to the Executive’s execution and non-revocation of the Release and the Executive’s continued compliance with the provisions of Section 14 below, and Exhibit A and Exhibit B attached hereto, as applicable.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. Notwithstanding anything to the contrary herein, if there is both a Change of Control and the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason during the period commencing on the date that is two months prior to (or the earlier date of execution of a definitive agreement with respect to such Change of Control) and ending twelve (12) months following such Change of Control (a “CIC Termination”), then, in addition to the Accrued Obligations, the Executive shall be entitled to receive the following: (i) Severance benefits in an amount equal to one times eighteen (1x18) the sum months of the Executive’s then-current Base Salary plus an amount equal to the full amount of the Executive’s Target Incentive Bonus for one fiscal year in effect immediately prior to the Executive’s ’ termination date, which amount shall be paid in regular payroll installments over the applicable twelve eighteen (1218) month period following the Executive’s termination date; (ii) COBRA continuation benefits as set forth in Section 7(c)(iii7(c)(iv); and (iii) All outstanding equity grants held by the Executive immediately prior to the CIC Termination which vest based upon the Executive’s continued service over time shall accelerate, become fully vested and/or exercisable, as the case may be, as of the later of (A) the date of the CIC Termination and (B) the consummation of a Change of Control (the later of (A) or (B) the “CIC Vesting Event”). All outstanding equity grants held by the Executive immediately prior to the CIC Termination which vest based upon attainment of performance criteria shall accelerate, become vested and/or exercisable, as the case may be, as of the date of the CIC Vesting Event at the greater of (x) the target level of performance and (y) the actual level of performance through the CIC Vesting Event. The foregoing severance benefits shall be subject to the Executive’s execution and non-revocation of the Release and the Executive’s continued compliance with the provisions of Section 14 below, and Exhibit A and Exhibit B attached hereto, as applicable.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. Notwithstanding anything to the contrary herein, if there is both a Change of Control and the Executive’s 's employment is terminated by the Company without Cause or by the Executive for Good Reason during the period commencing on the date that is two three (3) months prior to (or the earlier date of execution of a definitive agreement with respect to such Change of Control) Control and ending twelve twenty four (1224) months following such Change of Control (a “CIC Termination”), then, in addition to the Accrued Obligations, the Executive shall be entitled to receive the following: (i) Severance benefits as set forth in an amount equal Section 7(c)(i) and (ii) hereof, which shall be payable in a single lump sum payment no later than sixty (60) days following the termination date. (ii) All unvested Time Based RSUs, and each other equity incentive award granted to one times (1x) the sum Executive that is subject to time-based vesting but not performance-based vesting, shall accelerate and become fully vested as of the Executive’s Base Salary plus date of the Executive’s Target Incentive Bonus CIC Termination. (iii) Notwithstanding anything to the contrary in effect the applicable PSU award agreement, a pro rata portion of the PSUs will vest as of immediately prior to the Executive’s earlier to occur of (A) if pursuant to the terms under which the PSUs are granted, the unvested portion of the PSUs are forfeit as of the consummation of such Change of Control, then the consummation of such Change of Control, and (B) otherwise, the date of termination dateregardless of the achievement of the applicable performance metrics. The pro rata portion will be determined by multiplying the PSUs that would have vested at the end of the applicable performance period by a fraction, the numerator of which amount is the number of days during which the Executive was employed by the Company prior to the date of termination and the denominator of which is 365. Shares subject to such accelerated PSUs shall be paid in regular payroll installments over issued to the Executive no later than March 15th of the calendar year following the end of the applicable twelve (12) month period following the Executive’s termination date;performance vesting period. (iiiv) COBRA continuation benefits as set forth in Section 7(c)(iii7(c)(v); and (iii) All outstanding equity grants held by the Executive immediately prior to the CIC Termination which vest based upon the Executive’s continued service over time shall accelerate, become fully vested and/or exercisable, as the case may be, as of the later of (A) the date of the CIC Termination and (B) the consummation of a Change of Control (the later of (A) or (B) the “CIC Vesting Event”). All outstanding equity grants held by the Executive immediately prior to the CIC Termination which vest based upon attainment of performance criteria shall accelerate, become vested and/or exercisable, as the case may be, as of the date of the CIC Vesting Event at the greater of (x) the target level of performance and (y) the actual level of performance through the CIC Vesting Event. The foregoing severance benefits shall be subject to the Executive’s execution and non-revocation of the Release and the Executive’s continued compliance with the provisions of Section 14 below, and Exhibit A and Exhibit B attached hereto, as applicable.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. Notwithstanding anything to the contrary herein, if there is both a Change of Control and the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason during the period commencing on the date that is two months prior to (or the earlier date of execution of a definitive agreement with respect to such Change of Control) and ending twelve (12) months following such Change of Control (a “CIC Termination”), then, in addition to the Accrued Obligations, the Executive shall be entitled to receive the following: (i) Severance benefits in an amount equal to one times hundred percent (1x100%) of the sum of (A) the Executive’s Base Salary plus (B) the Executive’s Target Incentive Bonus in effect immediately prior to the Executive’s ’ termination date, which amount shall be paid in regular payroll installments over the applicable twelve (12) month period following a single lump sum upon the Executive’s termination dateexecution and non-revocation of the Release; (ii) COBRA continuation benefits as set forth in Section 7(c)(iii7(c)(ii); and (iii) All outstanding equity grants held by the Executive immediately prior to the CIC Termination which vest based upon the Executive’s continued service over time shall accelerate, become fully vested and/or exercisable, as the case may be, as of the date of the later of (A) the date of the CIC Termination and (B) the consummation of a Change of Control (the later of (A) or (B) the “CIC Vesting Event”). All outstanding equity grants held by the Executive immediately prior to the CIC Termination which vest based upon attainment of performance criteria shall accelerate, become vested and/or exercisable, as the case may be, as of the date of the CIC Vesting Event at the greater of (x) the target level of performance and (y) the actual level of performance through the CIC Vesting Event. The foregoing severance benefits shall be subject to the Executive’s execution and non-revocation of the Release and the Executive’s continued compliance with the provisions of Section 14 below, and Exhibit A and Exhibit B attached heretothe Restrictive Covenant Agreements, as applicable.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. Notwithstanding anything to the contrary herein, if there is both a Change of Control and the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason during the period commencing on the date that is two months prior to (or the earlier date of execution of a definitive agreement with respect to such Change of Control) and ending twelve (12) months following such Change of Control (a “CIC Termination”), then, in addition to the Accrued Obligations, the Executive shall be entitled to receive the following: (i) Severance benefits in an amount equal to one times (1x) the sum of the Executive’s Base Salary plus the Executive’s Target Incentive Bonus in effect immediately prior to the Executive’s termination date, which amount shall be paid in regular payroll installments over the applicable twelve (12) month period following the Executive’s termination date; (ii) COBRA continuation benefits as set forth in Section 7(c)(iii); and (iiiii) All outstanding equity grants held by the Executive immediately prior to the CIC Termination which vest based upon the Executive’s continued service over time shall accelerate, become fully vested and/or exercisable, as the case may be, as of the later of (A) the date of the CIC Termination and (B) the consummation of a Change of Control (the later of (A) or (B) the “CIC Vesting Event”). All outstanding equity grants held by the Executive immediately prior to the CIC Termination which vest based upon attainment of performance criteria shall accelerate, become vested and/or exercisable, as the case may be, as of the date of the CIC Vesting Event at the greater of (x) the target level of performance and (y) the actual level of performance through the CIC Vesting Event. Notwithstanding anything to the contrary in this Section 11(a)(ii), all performance stock unit awards (PSUs) will be subject exclusively to the “change of control” vesting provisions, if any, set forth in the award agreement for such PSU. The foregoing severance benefits shall be subject to the Executive’s execution and non-revocation of the Release and the Executive’s continued compliance with the provisions of Section 14 below, and Exhibit A and Exhibit B attached heretothe Restrictive Covenant Agreements, as applicable.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. Notwithstanding anything to the contrary herein, if there is both a Change of Control and the If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason during Reason, and the period commencing on the date that termination is two months prior to (or the earlier date of execution of In Connection with a definitive agreement with respect to such Change of Control) and ending twelve (12) months following such Change of Control (a “CIC Termination”), then, in addition provided that the termination of Executive’s employment constitutes a Separation from Service, subject to the Accrued ObligationsSection 8, the Executive shall be entitled to receive the following: will receive: (i) Severance benefits a lump sum payment in an amount equal to one times two hundred percent (1x200%) of the sum of the Executive’s annual Base Salary plus the and Executive’s Target Incentive Average Annual Bonus (less applicable tax withholdings); (ii) payout of his pro-rata bonus for the fiscal year of the Company in effect immediately prior which termination occurs provided the Company bonus targets are satisfied, such amount to the Executive’s termination date, which amount shall be paid in regular payroll installments over one lump sum on or before March 15th of the applicable twelve (12) month period following the Executive’s termination date; (ii) COBRA continuation benefits as set forth in Section 7(c)(iii)succeeding fiscal year; and (iii) All each of Executive’s then outstanding unvested equity grants held by awards, including awards that would otherwise vest only upon satisfaction of performance criteria, shall fully accelerate and become vested with (and settled within ten (10) days following vesting) respect to one hundred percent (100%) of the shares subject thereto, provided, that the performance criteria of any awards that would otherwise vest only upon satisfaction of performance criteria shall be deemed achieved at target levels unless the applicable grant documents or transaction documents provide for a higher amount; and (iv) if Executive validly elects to continue coverage under COBRA, reimbursement for premiums paid for continued health benefits for the Executive immediately prior to (and any eligible dependents) under the CIC Termination which vest based upon Company’s health plans, payable when such premiums are due until the Executive’s continued service over time shall accelerate, become fully vested and/or exercisable, as the case may be, as of the later earlier of (A) the date of the CIC Termination and eighteen (B18) the consummation of a Change of Control (the later of (A) months or (B) the “CIC Vesting Event”)date upon which Executive and Executive’s eligible dependents become covered under similar plans. All outstanding equity grants held by Subject to Sections 8 and 9, the Executive accelerated vesting described in subsection (iii) above shall be effective immediately prior to the CIC Termination which vest based upon attainment of performance criteria shall accelerate, become vested and/or exercisable, as the case may be, as of the date on which Executive’s separation agreement and release of claims described in Section 8(a) may be revoked has expired, and any severance payment described in (i) above shall be made, and commence in the case of (iv), on the later of the CIC Vesting Event at the greater of sixtieth (x60th) the target level of performance and (y) the actual level of performance through the CIC Vesting Event. The foregoing severance benefits shall be subject to the day after Executive’s execution and non-revocation Separation from Service or the consummation of the Release and the Executive’s continued compliance with the provisions Change of Section 14 below, and Exhibit A and Exhibit B attached hereto, as applicableControl.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. Notwithstanding anything to the contrary herein, if there is both a Change of Control and the If Executive’s 's employment is terminated by the Company without Cause or by the Executive for Good Reason during Reason, and the period commencing on the date that termination is two months prior to (or the earlier date of execution of in Connection with a definitive agreement with respect to such Change of Control, then, subject to Section 9, Executive will receive: (i) and ending continued payment of Executive's Base Salary for the year in which the termination occurs (subject to applicable tax withholdings), for twelve (12) months following months, such Change amounts to be paid in accordance with the Company's normal payroll policies; (ii) continued payment of Control Executive's Annual Bonus for the year in which the termination occurs (a “CIC Termination”subject to applicable tax withholdings), thenfor twelve (12) months, such amounts to be paid in addition to accordance with the Accrued Obligations, Company's normal payroll policies; (iii) the Executive shall be entitled to receive the following: (i) Severance benefits payment in an amount equal to one times 100% of Executive's Target Annual Incentive for the year in which the termination occurs (1x) the sum of the Executive’s Base Salary plus the Executive’s Target Incentive Bonus in effect immediately prior subject to the Executive’s termination dateapplicable tax withholdings), which amount shall such amounts to be paid in regular accordance with the Company's normal payroll installments policies over the applicable course of twelve (12) month period following the Executive’s termination date; months; (iiiv) COBRA continuation benefits as set forth in Section 7(c)(iii); and 100% (iii) All outstanding equity grants held by the Executive immediately prior subject to the CIC Termination which vest based upon following sentence) of Executive's then outstanding unvested equity awards will vest, and (v) reimbursement for premiums paid for continued health benefits for Executive (and any eligible dependents) under the Executive’s continued service over time shall accelerate, become fully vested and/or exercisable, as Company's health plans until the case may be, as of the later earlier of (A) the date of the CIC Termination and twelve (B12) the consummation of a Change of Control months, payable when such premiums are due (the later of (A) provided Executive validly elects to continue coverage under COBRA), or (B) the “CIC Vesting Event”)date upon which Executive and Executive's eligible dependents become covered under similar plans. All outstanding equity grants held by Notwithstanding the Executive immediately prior previous sentence to the CIC Termination which vest based upon attainment contrary, if the Acquisition Bonus pursuant to paragraph 3(e) shall become due and payable, then no acceleration of performance criteria vesting shall accelerate, become vested and/or exercisable, as the case may be, as of the date of the CIC Vesting Event at the greater of (x) the target level of performance and (y) the actual level of performance through the CIC Vesting Event. The foregoing severance benefits shall be subject occur pursuant to the Executive’s execution and non-revocation of the Release and the Executive’s continued compliance with the provisions of Section 14 below, and Exhibit A and Exhibit B attached hereto, as applicablethis paragraph 8(b).

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. Notwithstanding anything to the contrary herein, if there is both a Change of Control and the If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason during Reason, and the period commencing on the date that termination is two months prior to (or the earlier date of execution of In Connection with a definitive agreement with respect to such Change of Control) and ending twelve (12) months following such Change of Control (a “CIC Termination”), then, in addition provided that the termination of Executive’s employment constitutes a Separation from Service, subject to the Accrued ObligationsSection 8, the Executive shall be entitled to receive the following: will receive: (i) Severance benefits a lump sum payment in an amount equal to one times two hundred percent (1x200%) of the sum of the Executive’s annual Base Salary plus the and Executive’s Target Incentive Annual Bonus (less applicable tax withholdings); (ii) payout of his pro-rata Target Annual Bonus for the fiscal year of the Company in effect immediately prior which termination occurs, provided Executive was eligible to the Executive’s termination datereceive such bonus in cash, which such amount shall to be paid in regular payroll installments over one lump sum on or before March 15th of the applicable twelve (12) month period following the Executive’s termination date; (ii) COBRA continuation benefits as set forth in Section 7(c)(iii)succeeding fiscal year; and (iii) All each of Executive’s then outstanding unvested equity grants held by awards, including awards that would otherwise vest only upon satisfaction of performance criteria, shall fully accelerate and become vested with (and settled within ten (10) days following vesting) respect to one hundred percent (100%) of the shares subject thereto, provided, that the performance criteria of any awards that would otherwise vest only upon satisfaction of performance criteria shall be deemed achieved at target levels unless the applicable grant documents or transaction documents provide for a higher amount; and (iv) if Executive validly elects to continue coverage under COBRA, reimbursement for premiums paid for continued health benefits for the Executive immediately prior to (and any eligible dependents) under the CIC Termination which vest based upon Company’s health plans, payable when such premiums are due until the Executive’s continued service over time shall accelerate, become fully vested and/or exercisable, as the case may be, as of the later earlier of (A) the date of the CIC Termination and eighteen (B18) the consummation of a Change of Control (the later of (A) months or (B) the “CIC Vesting Event”)date upon which Executive and Executive’s eligible dependents become covered under similar plans. All outstanding equity grants held by Subject to Sections 8 and 9, the Executive accelerated vesting described in subsection (iii) above shall be effective immediately prior to the CIC Termination which vest based upon attainment of performance criteria shall accelerate, become vested and/or exercisable, as the case may be, as of the date on which Executive’s separation agreement and release of claims described in Section 8(a) may be revoked has expired, and any severance payment described in (i) above shall be made, and commence in the case of (iv), on the later of the CIC Vesting Event at the greater of sixtieth (x60th) the target level of performance and (y) the actual level of performance through the CIC Vesting Event. The foregoing severance benefits shall be subject to the day after Executive’s execution and non-revocation Separation from Service or the consummation of the Release and the Executive’s continued compliance with the provisions Change of Section 14 below, and Exhibit A and Exhibit B attached hereto, as applicableControl.”

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. Notwithstanding anything to the contrary herein, if there is both a Change of Control and the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason during the period commencing on the date that is two months prior to (or the earlier date of execution of a definitive agreement with respect to such Change of Control) and ending twelve (12) months following such Change of Control (a “CIC Termination”), then, in addition to the Accrued Obligations, the Executive shall be entitled to receive the following: (i) Severance benefits in an amount equal to one times hundred percent (1x100%) of the sum of (A) the Executive’s Base Salary plus (B) the Executive’s Target Incentive Bonus in effect immediately prior to the Executive’s ’ termination date, which amount shall be paid in in regular payroll installments over the applicable twelve (12) month period following the Executive’s termination datetermination; (ii) COBRA continuation benefits as set forth in Section 7(c)(iii); and (iii) All outstanding equity grants held by the Executive immediately prior to the CIC Termination which vest based upon the Executive’s continued service over time shall accelerate, become fully vested and/or exercisable, as the case may be, as of the later of (A) the date of the CIC Termination and (B) the consummation of a Change of Control (the later of (A) or (B) the “CIC Vesting Event”). All If permitted in accordance with the terms of such grant and applicable law, all outstanding equity grants held by the Executive immediately prior to the CIC Termination which vest based upon attainment of performance criteria shall accelerate, become vested and/or exercisable, as the case may be, as of the date of the CIC Vesting Event at the greater of (x) the target level of performance and (y) the actual level of performance through the CIC Vesting Event. Notwithstanding anything to the contrary in this Section 11(a)(iii) all performance stock unit awards (PSUs) will be subject exclusively to the “change of control” vesting provisions, if any, set forth in the award agreement for such PSU. (iv) The foregoing severance benefits shall be subject to the Executive’s execution and non-revocation of the Release and the Executive’s continued compliance with the provisions of Section 14 below, below and Exhibit A and Exhibit B attached heretothe Restrictive Covenant Agreements, as applicable.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. Notwithstanding anything to the contrary herein, if there is both a Change of Control and the If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason during Reason, and the termination is in Connection with a Change of Control, then, provided that the termination of Executive’s employment constitutes a Separation from Service and subject to Section 8, Executive will receive: (i) a lump sum payment in an amount equal to 200% of the Executive’s annual Base Salary (less applicable tax withholdings); (ii) each of Executive’s then outstanding unvested stock options and any other equity awards (other than any awards that vest based on performance), shall partially accelerate and become vested and exercisable for a number of shares that would have otherwise vested within the twenty-four (24) months following such termination of employment; (iii) a period commencing of not less than six (6) months to exercise any vested stock options that were granted to Executive by the Company on or after the date of this Agreement (provided that such options shall expire, if earlier, on the date that is two months prior when they would have expired if Executive’s employment had not terminated); and (iv) if Executive validly elects to continue coverage under COBRA, reimbursement for premiums paid for continued health benefits for the Executive (or and any eligible dependents) under the Company’s health plans, payable when such premiums are due until the earlier date of execution of a definitive agreement with respect to such Change of Control(A) and ending twelve (12) months following such Change of Control (a “CIC Termination”), then, in addition to the Accrued Obligations, the Executive shall be entitled to receive the following: (i) Severance benefits in an amount equal to one times (1x) the sum of the Executive’s Base Salary plus the Executive’s Target Incentive Bonus in effect immediately prior to the Executive’s termination date, which amount shall be paid in regular payroll installments over the applicable twelve (12) month period following the Executive’s termination date; (ii) COBRA continuation benefits as set forth in Section 7(c)(iii); and (iii) All outstanding equity grants held by the Executive immediately prior to the CIC Termination which vest based upon the Executive’s continued service over time shall accelerate, become fully vested and/or exercisable, as the case may be, as of the later of (A) the date of the CIC Termination and (B) the consummation of a Change of Control (the later of (A) or (B) the “CIC Vesting Event”)date upon which Executive and Executive’s eligible dependents become covered under similar plans. All outstanding equity grants held by Subject to Section 9, the Executive immediately prior to severance payment under this Subsection (b) shall be made on the CIC Termination which vest based upon attainment of performance criteria shall accelerate, become vested and/or exercisable, as the case may be, as later of the date sixtieth (60th) day after Executive’s Separation from Service or the consummation of the CIC Vesting Event at the greater Change of (x) the target level of performance and (y) the actual level of performance through the CIC Vesting Event. The foregoing severance benefits shall be subject to the Executive’s execution and non-revocation of the Release and the Executive’s continued compliance with the provisions of Section 14 below, and Exhibit A and Exhibit B attached hereto, as applicableControl.