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 Executive terminates voluntarily for Good Reason and the termination is in Connection with a Change of Control, then, subject to Section 8, Executive will receive: (i) continued payment of Executive’s Base Salary for the year in which the termination occurs (subject to applicable tax withholdings), for twenty four (24) months, such amounts to be paid in accordance with the Company’s normal payroll policies; (ii) the payment in an amount equal to 200% of Executive’s Target Annual Incentive for the year in which the termination occurs (subject to applicable tax withholdings), such amounts to be paid in accordance with the Company’s normal payroll policies over the course of twenty four (24) months; (iii) 100% of Executive’s then outstanding unvested Equity Awards will vest, and (iv) reimbursement for premiums paid for continued health benefits for Executive (and any eligible dependents) under the Company’s health plans until the earlier of (A) twelve (12) months, payable when such premiums are due (provided Executive validly elects to continue coverage under COBRA), or (B) the date upon which Executive and Executive’s eligible dependents become covered under similar plans.

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 Executive terminates voluntarily for Good Reason and the termination is in Connection with a Change of Control, then, subject to Section 8, Executive will receive: (i) continued payment of Executive’s Base Salary for the year in which the termination occurs (subject to applicable tax withholdings), for twenty four twelve (2412) months, such amounts to be paid in accordance with the Company’s normal payroll policies; (ii) the payment in an amount equal to 200100% of Executive’s Target Annual Incentive for the year in which the termination occurs (subject to applicable tax withholdings), such amounts to be paid in accordance with the Company’s normal payroll policies over the course of twenty four twelve (2412) months; (iii) 100% of Executive’s then outstanding unvested Equity Awards will vest, and (iv) reimbursement for premiums paid for continued health benefits for Executive (and any eligible dependents) under the Company’s health plans until the earlier of (A) twelve (12) months, payable when such premiums are due (provided Executive validly elects to continue coverage under COBRA), or (B) the date upon which Executive and Executive’s eligible dependents become covered under similar plans.

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If ExecutiveEmployee’s employment is terminated by the Company without Cause or Executive terminates voluntarily by Employee for Good Reason Reason, and the termination is in Connection with a Change of Control, then, subject to Section 8, Executive Employee will receive: (i) continued payment of ExecutiveEmployee’s Base Salary for the year in which the termination occurs (subject to applicable tax withholdings), for twenty four twelve (2412) months, such amounts to be paid in accordance with the Company’s normal payroll policies; (ii) the payment in of an amount equal to 200100% of ExecutiveEmployee’s Target Annual Incentive for the year in which the termination occurs (subject to applicable tax withholdings), withholding) such amounts amount to be paid in accordance with the Company’s normal payroll policies procedures over the course of twenty four following twelve (2412) months; , (iii) the vesting of 100% of ExecutiveEmployee’s then outstanding unvested Equity Awards will vestequity awards, and (iv) reimbursement for premiums paid for continued health benefits for Executive Employee (and any eligible dependents) under the Company’s health plans until the earlier of (A) twelve (12) months, payable when such premiums are due (provided Executive Employee validly elects to continue coverage under COBRA), or (B) the date upon which Executive Employee and ExecutiveEmployee’s eligible dependents become covered under similar plans.

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 Executive terminates voluntarily for Good Reason and the termination is in Connection with a Change of Control, then, subject to Section 8, Executive will receive: (i) continued payment of Executive’s Base Salary for the year in which the termination occurs (subject to applicable tax withholdings), for twenty four twelve (2412) months, such amounts to be paid in accordance with the Company’s normal payroll policies; (ii) the payment in an amount equal to 200100% of Executive’s Target Annual Incentive for the year in which the termination occurs (subject to applicable tax withholdings), with such amounts amount to be paid in accordance with on the Company’s normal first payroll policies over date following the course of twenty four sixtieth (2460th) monthsday following the termination date; (iii) 100% of Executive’s then outstanding unvested Equity Awards will vest, and (iv) reimbursement for premiums paid for continued health benefits for Executive (and any eligible dependents) under the Company’s health plans until the earlier of (A) twelve (12) months, payable when such premiums are due (provided Executive validly elects to continue coverage under COBRA), or (B) the date upon which Executive and Executive’s eligible dependents become covered under similar plans.

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 terminates voluntarily for Good Reason Reason, and the termination is in Connection with a Change of Control, then, subject to Section 8, Executive will receive: (i) continued payment of Executive’s Base Salary for the year in which the termination occurs (subject to applicable tax withholdings), for twenty four twelve (2412) months, such amounts to be paid in accordance with the Company’s normal payroll policies; (ii) the payment in of an amount equal to 200100% of Executive’s Target Annual Incentive for the year in which the termination occurs (subject to applicable tax withholdings), withholding) such amounts amount to be paid in accordance with the Company’s normal payroll policies procedures over the course of twenty four following twelve (2412) months; , (iii) 100% the vesting of Executive’s then outstanding unvested Equity Awards will vestequity awards in accordance with Section 3(c)(iii) above, and (iv) reimbursement for premiums paid for continued health benefits for Executive (and any eligible dependents) under the Company’s health plans until the earlier of (A) twelve (12) months, payable when such premiums are due (provided Executive validly elects to continue coverage under COBRA), or (B) the date upon which Executive and Executive’s eligible dependents become covered under similar plans.

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 terminates voluntarily for Good Reason Reason, and the termination is in Connection with a Change of Control, then, subject to Section 8, Executive will receive: (i) continued payment of Executive’s 's Base Salary for the year in which the termination occurs (subject to applicable tax withholdings), for twenty four twelve (2412) months, such amounts to be paid in accordance with the Company’s 's normal payroll policies; (ii) the payment in an amount equal to 200100% of Executive’s 's Target Annual Incentive for the year in which the termination occurs (subject to applicable tax withholdings), such amounts to be paid in accordance with the Company’s 's normal payroll policies over the course of twenty four twelve (2412) months; (iii) 100% (subject to the following sentence) of Executive’s 's then outstanding unvested Equity Awards equity awards will vest, and (ivv) reimbursement for premiums paid for continued health benefits for Executive (and any eligible dependents) under the Company’s 's health plans until the earlier of (A) twelve (12) months, payable when such premiums are due (provided Executive validly elects to continue coverage under COBRA), or (B) the date upon which Executive and Executive’s 's eligible dependents become covered under similar plans. Notwithstanding the previous sentence to the contrary, if the Acquisition Bonus pursuant to paragraph 3(e) shall become due and payable, then no acceleration of vesting shall occur pursuant to this paragraph 7(b).

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 terminates voluntarily for Good Reason Reason, and the termination is in Connection with a Change of Control, then, subject to Section 89, Executive will receive: (i) continued payment of Executive’s Base Salary for the year in which the termination occurs (subject to applicable tax withholdings), for twenty four twelve (2412) months, such amounts to be paid in accordance with the Company’s normal payroll policies; (ii) the payment in an amount equal to 200100% of Executive’s Target Annual Incentive for the year in which the termination occurs (subject to applicable tax withholdings), such amounts to be paid in accordance with the Company’s normal payroll policies over the course of twenty four twelve (2412) months; (iiiiv) 100% (subject to the following sentence) of Executive’s then outstanding unvested Equity Awards equity awards will vest, and (ivv) reimbursement for premiums paid for continued health benefits for Executive (and any eligible dependents) under the Company’s health plans until the earlier of (A) twelve (12) months, payable when such premiums are due (provided Executive validly elects to continue coverage under COBRA), or (B) the date upon which Executive and Executive’s eligible dependents become covered under similar plans. Notwithstanding the previous sentence to the contrary, if the Acquisition Bonus pursuant to paragraph 3(e) shall become due and payable, then no acceleration of vesting shall occur pursuant to this paragraph 8(b).

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 terminates voluntarily for Good Reason Reason, and the termination is in Connection with a Change of Control, then, subject to Section 8, Executive will receive: (i) continued payment of Executive’s 's Base Salary for the year in which the termination occurs (subject to applicable tax withholdings), for twenty four twelve (2412) months, such amounts to be paid in accordance with the Company’s 's normal payroll policies; (ii) the payment in an amount equal to 200100% of Executive’s 's Target Annual Incentive for the year in which the termination occurs (subject to applicable tax withholdings), such amounts to be paid in accordance with the Company’s 's normal payroll policies over the course of twenty four twelve (2412) months; (iii) 100% of Executive’s 's then outstanding unvested Equity Awards equity awards, except those that remain unvested subject to the Bookings Option, will vest, and (iv) reimbursement for premiums paid for continued health benefits for Executive (and any eligible dependents) under the Company’s 's health plans until the earlier of (A) twelve (12) months, payable when such premiums are due (provided Executive validly elects to continue coverage under COBRA), or (B) the date upon which Executive and Executive’s 's eligible dependents become covered under similar plans.

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 Executive terminates voluntarily for Good Reason and the termination is in Connection with a Change of Control, then, subject to Section 8, Executive will receive: (i) continued payment of Executive’s Base Salary for the year in which the termination occurs (subject to applicable tax withholdings), for twenty four three (243) months, such amounts to be paid in accordance with the Company’s normal payroll policies; (ii) the payment in an amount equal to 200100% of Executive’s Target Annual Incentive for the year in which the termination occurs (subject to applicable tax withholdings), such amounts to be paid in accordance with the Company’s normal payroll policies over the course of twenty four three (243) months; (iii) 100% of Executive’s then outstanding unvested Equity Awards will vest, and (iv) reimbursement for premiums paid for continued health benefits for Executive (and any eligible dependents) under the Company’s health plans until the earlier of (A) twelve three (123) months, payable when such premiums are due (provided Executive validly elects to continue coverage under COBRA), or (B) the date upon which Executive and Executive’s eligible dependents become covered under similar plans.

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 Executive terminates voluntarily for Good Reason and the termination is in Connection with a Change of Control, then, subject to Section 8, Executive will receive: (i) continued payment of Executive’s Base Salary for the year in which the termination occurs (subject to applicable tax withholdings), for twenty four six (246) months, such amounts to be paid in accordance with the Company’s normal payroll policies; (ii) the payment in an amount equal to 200100% of Executive’s Target Annual Incentive for the year in which the termination occurs (subject to applicable tax withholdings), such amounts to be paid in accordance with the Company’s normal payroll policies over the course of twenty four six (246) months; (iii) 100% of Executive’s then outstanding unvested Equity Awards will vest, and (iv) reimbursement for premiums paid for continued health benefits for Executive (and any eligible dependents) under the Company’s health plans until the earlier of (A) twelve six (126) months, payable when such premiums are due (provided Executive validly elects to continue coverage under COBRA), or (B) the date upon which Executive and Executive’s eligible dependents become covered under similar plans.