Common use of Without Cause or for Good Reason Following a Change of Control Clause in Contracts

Without Cause or for Good Reason Following a Change of Control. In the event that, upon or within two years following a Change of Control, the Company terminates Employee’s employment hereunder without Cause or Employee resigns for Good Reason, Employee shall be entitled to the following payments and benefits, subject to Section 6(e) in the case of clauses (ii) through (v): (i) the Accrued Benefits; (ii) a cash payment (the “CIC Severance Payment”) equal to 2.99 times the sum of (A) the Base Salary as in effect on the Date of Termination (without regard to any reduction thereto that would provide a basis for Employee to resign for Good Reason) and (B) the Target Bonus as in effect on the Date of Termination (without regard to any reduction thereto that would provide a basis for Employee to resign for Good Reason); (iii) the Prorated Bonus; (iv) the Earned Bonus; (v) the Healthcare Benefit (provided that the Benefit Continuation Period shall be twenty-four (24) months from the Date of Termination); and (vi) vesting of all equity-based or other long-term incentive compensation awards then outstanding in accordance with the relevant terms of the applicable award agreement (with any applicable performance goals treated as set forth in the applicable award agreement and payment timing determined in accordance with the applicable award agreement).

Without Cause or for Good Reason Following a Change of Control. In the event that, upon or within two years following a Change of Control, the Company terminates Employee’s employment hereunder without Cause or Employee resigns for Good Reason, Employee shall be entitled to the following payments and benefits, subject to Section 6(e) in the case of clauses (ii) through (v): (i) the Accrued Benefits; (ii) a cash payment (the “CIC Severance Payment”) equal to 2.99 two (2) times the sum of (A) the Base Salary as in effect on the Termination Date of Termination (without regard to any reduction thereto that would provide a basis for Employee to resign for Good Reason) and (B) the Target Bonus as in effect on the Termination Date of Termination (without regard to any reduction thereto that would provide a basis for Employee to resign for Good Reason); (iii) the Prorated Bonus; (iv) the Earned Bonus; (v) the Healthcare Benefit (provided that the Benefit Continuation Period shall be twenty-four twelve (2412) months from the Date of TerminationTermination Date); and (vi) vesting of all equity-based or other long-term incentive compensation awards then outstanding in accordance with the relevant terms of the applicable award agreement (with any applicable performance goals treated as set forth in the applicable award agreement and payment timing determined in accordance with the applicable award agreement).