Common use of At-Will Employment; Severance Clause in Contracts

At-Will Employment; Severance. The Executive’s employment with the Company is on an at-will basis. If terminated by the Company for any reason other than Cause, including a Change in Control, or by the Executive for Good Reason, the Company shall provide severance to the Executive, payable in installments, each of which shall be considered a separate “payment” for purposes of Section 409A of the Internal Revenue Code (“Section 409A”), accordance with the Company’s normal payroll practice, of 12 month’s Base Salary, the Executive’s Annual Bonus for the fiscal year prior to the fiscal year in which the termination occurs to the extent not paid prior to termination, an Annual Bonus of 120% of the then-current Base Salary, Base Salary through the date of termination, accrued vacation, any reimbursement of all business and professional development expenses incurred but not yet reimbursed, and any benefits payable upon termination of employment under the Company’s employee benefit plans (other than any severance pay plan). In addition the Company shall reimburse the Executive for COBRA payments made by the Executive for himself and his eligible dependents for 12 months following termination by the Company for any reason other than Cause, including a Change in Control, or by the Executive for Good Reason. Notwithstanding the foregoing, the Executive shall not be entitled to receive the severance pay and benefits described in the preceding paragraph (other than Base Salary through the date of termination, accrued vacation, any reimbursement of all business and professional development expenses incurred but not yet reimbursed, and any benefits payable upon termination of employment under the Company’s employee benefit plans), until the Executive has executed a general release (the “Release”) of all claims against the Company arising out of his employment, other than claims arising after the date of execution, the Executive’s right to indemnification and continued coverage under the Company’s Director’s and Officer’s policy, and claims that cannot by law be released. The Release shall be on commercially reasonable terms, in the form customarily used by the Company for its senior executives, and shall also provide for the Company to release any claims against the Executive not involving fraudulent or illegal conduct. In order to receive such severance, the Executive must have signed the Release, and the period provided therein for revocation must have expired, by the sixtieth day after the date of termination. Payment of severance shall commence as soon as practical after the revocation period has expired, provided that if the 60th day following the date of termination falls in the calendar year after the year of termination, no form of severance that is subject to Section 409A shall be paid until the first day of the second calendar year. The Executive shall not be required to mitigate damages in order to receive the severance pay and benefits, and the Executive’s severance pay and benefits shall not be offset by any compensation received by the Executive from other sources, except to the extent that the Executive’s medical coverage is discontinued by reason of his becoming covered by another medical plan in accordance with COBRA. In the event of the Executive’s termination of employment by reason of death or permanent disability, the Executive or his personal representative shall be entitled to receive the Executive’s Annual Bonus for the fiscal year prior to the fiscal year in which the termination occurs to the extent not paid prior to termination, an Annual Bonus of 120% of the then-current Base Salary, Base Salary through the date of termination, accrued vacation, any reimbursement of all business and professional development expenses incurred but not yet reimbursed, and any benefits payable upon termination of employment under the Company’s employee benefit plans.

At-Will Employment; Severance. The Executive’s employment with the Company is on an at-will basis. If terminated by the Company for any reason other than Cause, including a Change in Control, or by the Executive for Good Reason, the Company shall provide severance to the Executive, payable in installments, each of which shall be considered a separate “payment” for purposes of Section 409A of the Internal Revenue Code (“Section 409A”), in accordance with the Company’s normal payroll practice, of (i) six month’s Base Salary if termination is effective on or prior to earlier of the date that the Executive purchases a home in the Denver, Colorado metropolitan area (or signs a rental lease for at least 12 months for such a home) or July 31, 2013 (the “Trigger Date”), and 12 month’s Base SalarySalary if termination is thereafter, (ii) the Executive’s Annual Bonus for the fiscal year prior to the fiscal year in which the termination occurs to the extent not paid prior to termination, (iii) if termination is effective on or after the Trigger Date an Annual Bonus of 120% of the then-current Base Salary, (iv) Base Salary through the date of termination, and (v) accrued vacation, any reimbursement of all business and professional development expenses incurred but not yet reimbursed, and any benefits payable upon termination of employment under the Company’s employee benefit plans (other than any severance pay plan). In addition if termination occurs after the Trigger Date the Company shall reimburse the Executive for COBRA payments made by the Executive for himself and his eligible dependents for 12 months following termination by the Company for any reason other than Cause, including a Change in Control, or by the Executive for Good Reason. Notwithstanding the foregoing, the Executive shall not be entitled to receive the severance pay and benefits described in the preceding paragraph (other than Base Salary through the date of termination, accrued vacation, any reimbursement of all business and professional development expenses incurred but not yet reimbursed, and any benefits payable upon termination of employment under the Company’s employee benefit plans), until the Executive has executed a general release (the “Release”) of all claims against the Company arising out of his employment, other than claims arising after the date of execution, the Executive’s right to indemnification and continued coverage under the Company’s Director’s and Officer’s policy, and claims that cannot by law be released. The Release shall be on commercially reasonable terms, in the form customarily used by the Company for its senior executives, and shall also provide for the Company to release any claims against the Executive not involving fraudulent or illegal conduct. In order to receive such severance, the Executive must have signed the Release, and the period provided therein for revocation must have expired, by the sixtieth day after the date of termination. Payment of severance shall commence as soon as practical after the revocation period has expired, provided that if the 60th day following the date of termination falls in the calendar year after the year of termination, no form of severance that is subject to Section 409A shall be paid until the first day of the second calendar year. The Executive shall not be required to mitigate damages in order to receive the severance pay and benefits, and the Executive’s severance pay and benefits shall not be offset by any compensation received by the Executive from other sources, except to the extent that the Executive’s medical coverage is discontinued by reason of his becoming covered by another medical plan in accordance with COBRA. In the event of the Executive’s termination of employment by reason of death or permanent disability, the Executive or his personal representative shall be entitled to receive the Executive’s Annual Bonus for the fiscal year prior to the fiscal year in which the termination occurs to the extent not paid prior to termination, an Annual Bonus of 120% of the then-current Base Salary, Base Salary through the date of termination, accrued vacation, any reimbursement of all business and professional development expenses incurred but not yet reimbursed, and any benefits payable upon termination of employment under the Company’s employee benefit plans.

At-Will Employment; Severance. The a) Executive and the Company agree and acknowledge that Executive’s employment with the Company is on an constitutes “at-will basis. If terminated by will” employment, which means that either the Company or Executive may terminate Executive’s employment with the Company at any time and for any reason or no reason, and with or without cause, subject to the terms of this Agreement. In the event that the Company terminates Executive’s employment other than for Cause, including a Change or in Control, or by the event that Executive terminates his employment for Good Reason, the Company shall provide severance agrees to the Executive, payable following: (1) the Company will pay Executive twelve (12) months’ of his Base Salary and a pro-rata target bonus for the year of termination and (2) Executive will continue to vest pursuant to the Stock Option Agreement referenced in installments, each paragraph 4 below during such 12-month period irrespective of which whether there is a Termination of Service (as defined in the Stock Option Agreement) during such 12-month period. The twelve (12) months of Base Salary shall be considered a separate “payment” for purposes of Section 409A of the Internal Revenue Code (“Section 409A”), paid in accordance with the Company’s normal regular payroll practicepractices. The pro-rata target bonus shall be paid in a lump sum in the payroll period following the effective date of a separation agreement executed by Executive, which agreement shall contain a general release of 12 month’s Base Salaryclaims, but which shall not contain post-employment covenants of greater scope or duration than those in this Agreement and which shall not release any rights to indemnification to which Executive may be entitled nor any rights pursuant to the Stock Option Agreement. b) For purposes of this Agreement, “Cause” shall mean: (i) any willful, material violation by the Executive of any law or regulation applicable to the business of the Company; (ii) the Executive’s Annual Bonus for the fiscal year prior to the fiscal year in which the termination occurs to the extent not paid prior to terminationconviction for, an Annual Bonus or plea of 120% of the then-current Base Salaryguilty or no contest to, Base Salary through the date of terminationa felony or a crime involving moral turpitude, accrued vacation, or any reimbursement of all business and professional development expenses incurred but not yet reimbursed, and any benefits payable upon termination of employment under the Company’s employee benefit plans (other than any severance pay plan). In addition the Company shall reimburse the Executive for COBRA payments made willful perpetration by the Executive for himself and his eligible dependents for 12 months following termination by of a common law fraud, (iii) the Executive’s commission of an act of material personal dishonesty which involves personal profit in connection with the Company for or any reason other than Causeentity having a business relationship with the Company, including a Change in Control, or (iv) any material breach by the Executive for Good Reason. Notwithstanding of this Agreement or the foregoingConfidential Information Agreement, or (v) any willful misconduct by the Executive shall not be entitled which is materially injurious to receive the severance pay and benefits described in the preceding paragraph (other than Base Salary through the date financial condition or business reputation of termination, accrued vacation, any reimbursement of all business and professional development expenses incurred but not yet reimbursed, and any benefits payable upon termination of employment under the Company’s employee benefit plans), until the Executive has executed a general release (the “Release”) of all claims against the Company arising out of his employment, other than claims arising after the date of execution, the Executive’s right to indemnification and continued coverage under the Company’s Director’s and Officer’s policy, and claims that cannot by law be released. The Release shall be on commercially reasonable terms, in the form customarily used by the Company for its senior executives, and shall also provide for the Company to release any claims against the Executive not involving fraudulent or illegal conduct. In order to receive such severanceterminate Executive for Cause, the Company must give Executive must have signed the Release, and the period provided therein for revocation must have expired, by the sixtieth day after the date of termination. Payment of severance shall commence as soon as practical after the revocation period has expired, provided that if the 60th day following the date of termination falls in the calendar year after the year of termination, no form of severance that is subject to Section 409A shall be paid until the first day written notice within sixty (60) days of the second calendar year. The Executive shall not be required Board’s actual knowledge of the event(s) giving rise to mitigate damages Cause), provided, that in order to receive terminate Executive for Cause pursuant to (i), (iii), (iv) or (v), the severance pay and benefits, and the Executive’s severance pay and benefits shall not be offset by any compensation received by the Company must also allow Executive at least fifteen (15) days from other sources, except to the extent that the Executive’s medical coverage is discontinued by reason receipt of his becoming covered by another medical plan in accordance with COBRA. In the event such written notice of the Executive’s termination of employment by reason of death or permanent disabilityevent(s) giving rise to Cause to cure such event(s), the Executive or his personal representative shall be entitled to receive the Executive’s Annual Bonus for the fiscal year prior to the fiscal year in which the termination occurs to the extent not paid prior to termination, an Annual Bonus of 120% of the then-current Base Salary, Base Salary through the date of termination, accrued vacation, any reimbursement of all business and professional development expenses incurred but not yet reimbursed, and any benefits payable upon termination of employment under the Company’s employee benefit plansif curable.

At-Will Employment; Severance. The Executive’s employment with the Company is on an at-will basis. If terminated by the Company for any reason other than Cause, including a Change in Control, or by the Executive for Good ReasonReason (each as defined below), the Company shall provide severance to the Executive, payable in installments, each of which shall be considered a separate “payment” for purposes of Section 409A of the Internal Revenue Code (“Section 409A”), accordance with the Company’s normal payroll practice, of 12 month’s Base Salary, the Executive’s Annual Bonus for the fiscal year prior to the fiscal year in which the termination occurs to the extent not paid prior to termination, an Annual Bonus of 120% of the then-current Base Salary, Base Salary through the date of termination, accrued vacation, any reimbursement of all business and professional development expenses incurred but not yet reimbursed, and any benefits payable upon termination of employment under the Company’s employee benefit plans (other than any severance pay plan). In addition the Company shall reimburse the Executive for COBRA payments made by the Executive for himself and his eligible dependents for 12 months following termination by the Company for any reason other than Cause, including a Change in Control, or by the Executive for Good Reason. Notwithstanding the foregoing, the Executive shall not be entitled to receive the severance pay and benefits described in the preceding paragraph (other than Base Salary through the date of termination, accrued vacation, any reimbursement of all business and professional development expenses incurred but not yet reimbursed, and any benefits payable upon termination of employment under the Company’s employee benefit plans), until the Executive has executed a general release (the “Release”) of all claims against the Company arising out of his employment, other than claims arising after the date of execution, the Executive’s right to indemnification and continued coverage under the Company’s Director’s and Officer’s policy, and claims that cannot by law be released. The Release shall be on commercially reasonable terms, in the form customarily used by the Company for its senior executives, and shall also provide for the Company to release any claims against the Executive not involving fraudulent or illegal conduct. In order to receive such severance, the Executive must have signed the Release, and the period provided therein for revocation must have expired, by the sixtieth day after the date of termination. Payment of severance shall commence as soon as practical after the revocation period has expired, provided that if the 60th day following the date of termination falls in the calendar year after the year of termination, no form of severance that is subject to Section 409A shall be paid until the first day of the second calendar year. The Executive shall not be required to mitigate damages in order to receive the severance pay and benefits, and the Executive’s severance pay and benefits shall not be offset by any compensation received by the Executive from other sources, except to the extent that the Executive’s medical coverage is discontinued by reason of his becoming covered by another medical plan in accordance with COBRA. In the event of the Executive’s termination of employment by reason of death or permanent disability, the Executive or his personal representative shall be entitled to receive the Executive’s Annual Bonus for the fiscal year prior to the fiscal year in which the termination occurs to the extent not paid prior to termination, an Annual Bonus of 120% of the then-current Base Salary, Base Salary through the date of termination, accrued vacation, any reimbursement of all business and professional development expenses incurred but not yet reimbursed, and any benefits payable upon termination of employment under the Company’s employee benefit plans.