Common use of Termination Without Cause or Resignation For Good Reason in Connection with Clause in Contracts

Termination Without Cause or Resignation For Good Reason in Connection with. a Change in Control. If, within the three (3) months immediately preceding or the twelve (12) months immediately following the effective date of a Change in Control, your employment terminates due to an involuntary termination (not including death or Complete Disability) without Cause, or due to your voluntary resignation for Good Reason, the Company shall pay you all base salary, accrued and unused paid time off benefits and any accrued bonuses determined by the Board to have been earned by you in accordance with Section 2.2 and any other accrued benefits, in each case as earned through the date of termination, and any unreimbursed expenses incurred in accordance with Company policy, at the rates in effect at the time of such termination, less standard deductions and withholdings. In addition, upon your furnishing to the Company the Release and Waiver within the time frame set forth therein, but in no event later than 45 days following your termination date, you shall be entitled to: (1) a single ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ — ▇▇▇ ▇▇▇▇▇ — ▇▇ — 92121 — 858.824.1771 ph — ▇▇▇.▇▇▇.▇▇▇▇ fax lump-sum payment in an amount equal to twelve (12) months of your then-current base salary, subject to standard payroll deductions and withholdings, payable within 10 business days of the date the Release and Waiver becomes effective; (2) a lump sum payment equal to twelve (12) months of your then-current target bonus, subject to standard payroll deductions and withholdings, payable within thirty (30) days of the date the Release and Waiver becomes effective; and (3) provided that you timely elect such coverage, the continuation of your group health continuation coverage under COBRA at the Company’s expense for a period of twelve (12) months following the termination date; provided, however, that in the event you become eligible for comparable group insurance coverage in connection with new employment, such COBRA premium payments by the Company shall terminate immediately; and (4) the vesting of the shares subject to each of your equity awards received from the Company shall be accelerated such that one-hundred percent (100%) of said shares shall be deemed fully-vested and, if applicable, immediately exercisable effective as of the date of such termination (with any awards subject to performance vesting conditions to be fully vested at the target number of shares). In the event you are eligible for Change In Control Severance Benefits under this Section 3.4, you are not eligible for any Severance Benefits under Section 3.3 above.

Termination Without Cause or Resignation For Good Reason in Connection with. a Change in Control. If, within the three (3) months immediately preceding or the twelve (12) months immediately following the effective date of a Change in Control, your Executive’s employment terminates due to an involuntary termination (not including death or Complete Disability) without Cause, or due to your Executive’s voluntary resignation for Good Reason, the Company shall pay you Executive all base salaryBase Salary, accrued and unused paid time off benefits and any accrued bonuses determined by the Board to have been earned by you Executive in accordance with Section 2.2 and any other accrued benefits, in each case as earned through the date of termination, and any unreimbursed expenses incurred in accordance with Company policy, at the rates in effect at the time of such termination, less standard deductions and withholdings. In addition, upon your Executive’s furnishing to the Company the Release and Waiver within the time frame set forth therein, but in no event later than 45 forty-five (45) days following your Executive’s termination date, you Executive shall be entitled to: (1) a single ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ — ▇▇▇ ▇▇▇▇▇ — ▇▇ — 92121 — 858.824.1771 ph — ▇▇▇.▇▇▇.▇▇▇▇ fax lump-sum payment in an amount equal to twelve (12) months of your Executive’s then-current base salaryBase Salary, subject to standard payroll deductions and withholdings, payable within 10 ten (10) business days of the date the Release and Waiver becomes effective; (2) a lump sum payment equal to twelve (12) months of your then-current target bonus, subject to standard payroll deductions and withholdings, payable within thirty (30) days of the date the Release and Waiver becomes effective; and (32) provided that you Executive timely elect such coverage, the continuation of your Executive’s group health continuation coverage under COBRA at the Company’s expense for a period of twelve (12) months following the termination date; provided, however, that in the event you become Executive becomes eligible for comparable group insurance coverage in connection with new employment, such COBRA premium payments by the Company shall terminate immediately; and (43) the vesting of the shares subject to each of your equity awards received from the Company Executive’s Equity Awards and Stock Options shall be accelerated such that one-one hundred percent (100%) of said shares shall be deemed fully-vested and, if applicable, immediately exercisable effective as of the date of such termination (with any awards subject to performance vesting conditions to be fully vested at the target number of shares)termination. In the event you are Executive is eligible for Change In Control Severance Benefits under this Section 3.4, you are Executive is not eligible for any Severance Benefits under Section 3.3 above.

Termination Without Cause or Resignation For Good Reason in Connection with. a Change in Control. If, within the three (3) months immediately preceding or the twelve (12) months immediately following the effective date of a Change in Control, your Executive’s employment terminates due to an involuntary termination (not including death or Complete Disability) without Cause, Cause or due to your voluntary resignation a Resignation for Good Reason, the Company shall pay you Executive: (1) all base salaryunpaid Base Salary, accrued and unused paid time off benefits and any accrued bonuses determined by the Board to have been earned by you in accordance with Section 2.2 and any other accrued benefits, in each case as earned through the date of termination, less required deductions and withholdings; (2) Bonus pursuant to Section 5(b) above for any year that has been completed through the date of termination, that has not yet been paid to Executive, less required deductions and withholdings; and (3) any unreimbursed expenses incurred in accordance with Company policy, at the rates in effect at the time of such termination, less standard deductions and withholdings. In addition, upon your Executive’s furnishing to the Company the Release and Waiver within the time frame set forth therein, but in no event later than 45 forty-five (45) days following your Executive’s termination date, you Executive shall be entitled to: (1) a single ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ — ▇▇▇ ▇▇▇▇▇ — ▇▇ — 92121 — 858.824.1771 ph — ▇▇▇.▇▇▇.▇▇▇▇ fax lump-sum payment in an amount equal to twelve six (126) months of your Executive’s then-current base salaryBase Salary, subject to standard payroll deductions and withholdings, payable within 10 ten (10) business days of the date the Release and Waiver becomes effective; (2) a lump sum payment equal to twelve (12) months of your then-current target bonus, subject to standard payroll deductions and withholdings, payable within thirty (30) days of the date the Release and Waiver becomes effective; and (3) provided that you Executive timely elect such coverage, the continuation of your Executive’s group health continuation coverage under COBRA at the Company’s expense for a period of twelve six (126) months following the termination date; provided, however, that in the event you become Executive becomes eligible for comparable group insurance coverage in connection with new employment, such COBRA premium payments by the Company shall terminate immediately; (3) pro-rated amount of Executive’s bonus, including any variable compensation plan amounts, earned through the termination date plus six (6) months all at 100% of plan; and (4) the vesting of the shares subject to each of your equity awards received from the Company Executive’s Equity Awards and Stock Options shall be accelerated such that one-one hundred percent (100%) of said shares shall be deemed fully-vested and, if applicable, immediately exercisable effective as of the date of such termination (with any awards subject termination. The right to performance vesting conditions exercise Stock Options shall accelerate automatically and vest in full, effective as of immediately prior to the consummation of a Change in Control. For avoidance of doubt, a Release and Waiver shall not be deemed to be fully vested at effective for purpose of this Section unless and until the target number of shares)period for revocation, as provided by applicable law, shall have expired. In the event you are Executive is eligible for Change In Control Severance Benefits under this Section 3.412(c), you are Executive is not eligible for any Severance Benefits under Section 3.3 above12(b) or 12(f) herein.

Termination Without Cause or Resignation For Good Reason in Connection with. a Change in Control. If, within the three (3) months immediately preceding or the twelve (12) months immediately following the effective date of a Change in Control, your employment terminates due to an involuntary termination (not including death or Complete Disability) without Cause, or due to your voluntary resignation for Good Reason, the Company shall pay you all base salary, accrued and unused paid time off benefits and any accrued bonuses determined by the Board to have been earned by you in accordance with Section 2.2 and any other accrued benefits, in each case as earned through the date of termination, and any unreimbursed expenses incurred in accordance with Company policy, at the rates in effect at the time of such termination, less standard deductions and withholdings. In addition, upon your furnishing to the Company the Release and Waiver within the time frame set forth therein, but in no event later than 45 days following your termination date, you shall be entitled to: (1) a single ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ — ▇▇▇ ▇▇▇▇▇ — ▇▇ — 92121 — 858.824.1771 ph — ▇▇▇.▇▇▇.▇▇▇▇ fax no event later than 45 days following your termination date, you shall be entitled to: (1) a single lump-sum payment in an amount equal to twelve (12) months of your then-current base salary, subject to standard payroll deductions and withholdings, payable within 10 business days of the date the Release and Waiver becomes effective; (2) a lump sum payment equal to twelve (12) months of your then-current target bonus, subject to standard payroll deductions and withholdings, payable within thirty (30) days of the date the Release and Waiver becomes effective; and (3) provided that you timely elect such coverage, the continuation of your group health continuation coverage under COBRA at the Company’s expense for a period of twelve (12) months following the termination date; provided, however, that in the event you become eligible for comparable group insurance coverage in connection with new employment, such COBRA premium payments by the Company shall terminate immediately; and (4) the vesting of the shares subject to each of your equity awards received from the Company shall be accelerated such that one-hundred percent (100%) of said shares shall be deemed fully-vested and, if applicable, immediately exercisable effective as of the date of such termination (with any awards subject to performance vesting conditions to be fully vested at the target number of shares). In the event you are eligible for Change In Control Severance Benefits under this Section 3.4, you are not eligible for any Severance Benefits under Section 3.3 above.

Termination Without Cause or Resignation For Good Reason in Connection with. a Change in Control. If, within the three (3) months immediately preceding or the twelve (12) months immediately following the effective date of a Change in Control, your Executive’s employment terminates due to an involuntary termination (not including death or Complete Disability) without Cause, or due to your Executive’s voluntary resignation for Good Reason, the Company shall pay you Executive all base salaryBase Salary, accrued and unused paid time off benefits and any accrued bonuses determined by the Board to have been earned by you Executive in accordance with Section 2.2 and any other accrued benefits, in each case as earned through the date of termination, and any unreimbursed expenses incurred in accordance with Company policy, at the rates in effect at the time of such termination, less standard deductions and withholdings. In addition, upon your Executive’s furnishing to the Company the Release and Waiver within the time frame set forth therein, but in no event later than 45 forty-five (45) days following your Executive’s termination date, you Executive shall be entitled to: (1) a single ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ — ▇▇▇ ▇▇▇▇▇ — ▇▇ — 92121 — 858.824.1771 ph — ▇▇▇.▇▇▇.▇▇▇▇ fax lump-sum payment in an amount equal to twelve six (126) months of your Executive’s then-current base salaryBase Salary, subject to standard payroll deductions and withholdings, payable within 10 ten (10) business days of the date the Release and Waiver becomes effective; (2) a lump sum payment equal to twelve (12) months of your then-current target bonus, subject to standard payroll deductions and withholdings, payable within thirty (30) days of the date the Release and Waiver becomes effective; and (32) provided that you Executive timely elect such coverage, the continuation of your Executive’s group health continuation coverage under COBRA at the Company’s expense for a period of twelve six (126) months following the termination date; provided, however, that in the event you become Executive becomes eligible for comparable group insurance coverage in connection with new employment, such COBRA premium payments by the Company shall terminate immediately; and (43) the vesting of the shares subject to each of your equity awards received from the Company Executive’s Equity Awards and Stock Options shall be accelerated such that one-one hundred percent (100%) of said shares shall be deemed fully-vested and, if applicable, immediately exercisable effective as of the date of such termination (with any awards subject to performance vesting conditions to be fully vested at the target number of shares)termination. In the event you are Executive is eligible for Change In Control Severance Benefits under this Section 3.4, you are Executive is not eligible for any Severance Benefits under Section 3.3 above.above.1