Common use of At the Election of the Company without Cause Clause in Contracts

At the Election of the Company without Cause. The Company may, immediately and unilaterally, terminate the Executive’s employment and this Agreement at any time without cause upon written notification to the Executive. (i) If the Company so terminates pursuant to this Section 8.2 (i.e., none of the matters specified in Section 8.1 have occurred), all unvested Options will continue to vest in accordance with Section 6.4 of this Agreement, and the expiration date for exercise of all vested Options granted to the Executive shall be determined in accordance with the terms of the Company’s 2005 Equity Incentive Plan. In the event of a termination without cause initiated by the Company, the Company shall pay the Executive a severance payment (“Severance Payment”) equivalent to twelve (12) months of the Executive’s then current Base Salary at the time of termination, made payable in installments in accordance with the Company’s pay period practices. (ii) If the Company so terminates pursuant to this Section 8.2 and such termination occurs within twelve months following a Sale or Merger Event, then (A) the Severance Payment shall be an amount equivalent to twelve (12) months of the Executive’s then current Base Salary and Bonus at the time of termination (calculated at 100% of the potential Bonus amount), and payable in installments in accordance with the Company’s pay period practices, and (B) provided Executive adheres to the non-competition provision of Section 10.3 for the full 12 months following termination of employment, the Company shall pay to Executive as an additional Severance Payment an additional amount equivalent to twelve (12) months of the Executive’s then current Base Salary and Bonus at the time of termination, such additional amount to be paid in a lump sum on the one year anniversary of the termination of employment. The Severance Payment under either scenario is contingent upon Executive’s execution of a general release of claims in a form acceptable to the Company, and complies with the post termination obligations imposed upon him by Section 10 of this Agreement. Except as described in Section 6.4 of this Agreement and in this Section 8.2, the Company shall have no other obligations to the Executive in the event that the Executive’s employment is terminated pursuant to this Section 8.2. Termination of the Executive’s employment without cause pursuant to this Section 8.2 shall be in addition to and without prejudice to any other right or remedy to which the Company may be entitled at law, in equity, or under this Agreement.

At the Election of the Company without Cause. The Company may, immediately and unilaterally, terminate the Executive’s employment and this Agreement AGREEMENT at any time without cause for any reason upon written notification to the Executive. (i) . If the Company so terminates pursuant to this Section 8.2 (i.e.8.2, none and subject to the Executive’s execution of the matters specified in Section 8.1 have occurred)General Release attached hereto as Exhibit A, all unvested Options will continue and further subject to vest in accordance Executive’s continued compliance with Section 6.4 the obligations imposed upon him by Article 10 of this AgreementAGREEMENT, and the expiration date for exercise of all vested Options granted Company shall pay to the Executive severance compensation (“Severance”) equal to two (2) times the Executive’s then-current annual Base Salary, less applicable withholding taxes. The Severance shall be determined paid in accordance with two equal payments as follows: one half (1/2) of Severance on the terms day immediately following the effective date of the Company’s 2005 Equity Incentive PlanGeneral Release executed by the Executive, and one half (1/2) of Severance on the 180th day immediately following termination. In the event of a termination without cause initiated by the Company, the Company shall pay the Executive a severance payment (“Severance Payment”) equivalent to twelve (12) months of the Executive’s then current Base Salary at the time of termination, made payable in installments in accordance with the Company’s pay period practices. (ii) If the Company so terminates pursuant to this Section 8.2 and such termination occurs within twelve months following a Sale or Merger Event, then (A) the Severance Payment shall be an amount equivalent to twelve (12) months of the Executive’s then current Base Salary and Bonus at the time of termination (calculated at 100% of the potential Bonus amount), and payable in installments in accordance with the Company’s pay period practices, and (B) provided Executive adheres to the non-competition provision of Section 10.3 for the full 12 months following termination of employment, the Company shall pay to Executive as an additional Severance Payment an additional amount equivalent to twelve (12) months of the Executive’s then current Base Salary and Bonus at the time of termination, such additional amount to be paid in a lump sum on the one year anniversary of the termination of employment. The Severance Payment under either scenario is contingent upon Executive’s execution of a general release of claims in a form acceptable to the Company, and complies with the post termination obligations imposed upon him by Section 10 of this Agreement. Except as described in Section 6.4 of this Agreement and in this Section 8.2, the Company Executive shall have no other obligations be provided for a period of twenty four (24) months with health and medical benefits substantially identical to the Executive those to which he was entitled immediately prior to termination. Furthermore, in the event that the Executive’s employment is terminated pursuant to of a termination without cause under this Section 8.2, and notwithstanding anything to the contrary contained in this AGREEMENT or in the Plan, all of the unvested Options then held by the Executive shall accelerate and shall immediately vest, and all vested Options held by the Executive (including those which vested through acceleration) shall be exercisable by the Executive at any time in the one year and ninety (90) days following his termination. Termination Any termination of the Executive’s employment without cause pursuant to this Section 8.2 shall be in addition to and without prejudice to any other right or remedy to which the Company may be entitled at law, in equity, or under this AgreementAGREEMENT.

At the Election of the Company without Cause. The Company may, immediately and unilaterally, terminate the Executive’s employment and this Agreement at any time without cause for any reason upon written notification to the Executive. (i) . If the Company so terminates pursuant to this Section 8.2 7.2 (i.e., none of the matters specified in Section 8.1 have 7.1 has occurred), all unvested Options will continue granted to vest in accordance with Section 6.4 of this Agreement, the Executive shall be forfeited and the expiration date for exercise of all vested Options granted to the Executive shall be determined in accordance with the terms of the Company’s 2005 2007 Equity Incentive Plan. In the event of a termination without cause initiated by the Company, the Company shall pay to the Executive a severance payment payments (“Severance PaymentPayments”) equivalent to twelve (12) months consisting of the amount of Base Salary that would have been paid to the Executive had his employment continued through the end of the current term, less applicable withholding taxes. The Executive’s then current Base Salary receipt of Severance Payments shall be contingent upon his execution of a full and complete general release of all claims in favor of the Company and his willingness to serve as a consultant to the Company for the duration of the severance period, without additional compensation, except that any health-related benefits, including, but not limited to health insurance, will continue for the duration of the severance period at the time of termination, made payable in installments in accordance with the Company’s pay period practices. (ii) If expense to the Company so terminates pursuant extent such was the case prior to this Section 8.2 and such termination occurs within twelve months following a Sale or Merger Event, then (A) the Severance Payment shall be an amount equivalent to twelve (12) months of the termination. The Executive’s then current Base Salary receipt of Severance Payments (and Bonus at the time of termination (calculated at 100% of the potential Bonus amount), and payable in installments in accordance health-related benefits) shall also be subject to Executive’s continued compliance with the Company’s pay period practices, and (B) provided Executive adheres to the non-competition provision of Section 10.3 for the full 12 months following termination of employment, the Company shall pay to Executive as an additional Severance Payment an additional amount equivalent to twelve (12) months of the Executive’s then current Base Salary and Bonus at the time of termination, such additional amount to be paid in a lump sum on the one year anniversary of the termination of employment. The Severance Payment under either scenario is contingent upon Executive’s execution of a general release of claims in a form acceptable to the Company, and complies with the post termination obligations imposed upon him by Section 10 9 of this Agreement. Any fringe benefits (other than health-related benefits) provided to the Executive during his employment pursuant to this Agreement may be continued, if permitted by law, by the Executive at his own expense. Except as described in Section 6.4 7.2 of this Agreement and in this Section 8.2Agreement, the Company shall have no other obligations to the Executive in the event that the Executive’s employment is terminated pursuant to this Section 8.27.2. Termination of the Executive’s employment without cause pursuant to this Section 8.2 7.2 shall be in addition to and without prejudice to any other right or remedy to which the Company may be entitled at law, in equity, or under this Agreement.