Common use of By Employee for Good Reason; By Company Without Cause Clause in Contracts

By Employee for Good Reason; By Company Without Cause. In the event that Employee's employment hereunder is terminated by Company without Cause or by Employee for Good Reason after the closing of the Merger (as hereinafter defined), then the Company shall (a) pay to Employee all amounts due to Employee pursuant to any bonus that was due to Employee as of the date of such termination, pursuant to the terms of such bonus (a "Due Bonus"), (b) continue to pay to Employee the Base Salary and Benefits to which Employee would be entitled hereunder in the manner provided for herein for the period of time ending on the earlier of the date when the Term would otherwise have expired in accordance with Section 2 hereof and the second anniversary of the date of such termination, (c) reimburse Employee for expenses that may have been incurred, but which have not been paid as of the date of termination, subject to the requirements of Section 4.4 hereof and (d) one hundred percent (100%) of the outstanding stock options granted to the Employee that are unvested shall immediately vest and become exercisable.

By Employee for Good Reason; By Company Without Cause. In the event that Employee's employment hereunder is terminated by Company without Cause or by Employee for Good Reason after the closing of the Merger (as hereinafter defined), then the Company shall (a) pay to Employee all amounts due to Employee pursuant to any bonus that was due to Employee as of the date of such termination, pursuant to the terms of such bonus (a "Due Bonus"), (b) continue to pay to Employee the Base Salary and Benefits to which Employee would be entitled hereunder in the manner provided for herein for the period of time ending on the earlier of the date when the Term would otherwise have expired in accordance with Section 2 hereof and the second anniversary of the date of such termination, (c) reimburse Employee for expenses that may have been incurred, but which have not been paid as of the date of termination, subject to the requirements of Section 4.4 hereof and (d) one hundred percent (100%) of the outstanding stock options granted to the Employee that are unvested shall immediately vest and become exercisable. In the event that Employee's employment hereunder is terminated by Company without Cause or by Employee for Good Reason prior to the closing of the Merger, Employee shall be entitled only to the amount due under (c) above and no options shall vest.

By Employee for Good Reason; By Company Without Cause. The provisions of this section shall only take effect after the Employee has been employed with the Company for a period of six (6) months following the Effective Date. In the event that the Employee's employment hereunder is terminated by Company without Cause or by the Employee for Good Reason after pursuant to Section 6(c) hereof, by the closing Company without Cause pursuant to Section 6(a) hereof, or if the Company chooses not to renew the Agreement at the end of the Merger Initial Term or any Renewal Term, then: (as hereinafter defined), then the i) The Company shall (a) pay to Employee all amounts due to Employee pursuant to any bonus that was due to Employee as of the date of such termination, pursuant to the terms of such bonus (a "Due Bonus"), (b) continue to pay to the Employee his annual base salary and all other compensation and benefits provided for in Section 3 hereof (except those benefits which the Base Salary and Benefits Company may not properly provide, pursuant to which Employee would be entitled hereunder applicable Company benefit plan, policy or law) in the same manner provided as before termination, for herein for the a period of time ending on the earlier of the date when the Term would otherwise have expired in accordance with Section 2 hereof and the second anniversary of six months from the date of such termination, (c) reimburse Employee for expenses that may have been incurred, but which have not been paid as termination or through the end of the date applicable term of terminationthis Agreement, subject whichever is shorter (the "Severance Period"). The payments during the Severance Period shall not be offset by any income or payments the Employee receives from sources other than the Company. To the extent the Employee receives any medical or health benefits pursuant to this section, such benefits shall be provided as a reimbursement (or direct payment at the sole election of the Company) to the requirements Employee of Section 4.4 hereof and payments made pursuant to an election to continue benefits under COBRA. (dii) one hundred percent (100%) The unvested portion of the outstanding stock options any equities previously granted to the Employee that are unvested shall immediately vest and become exercisableexercisable by the Employee, in accordance with their terms. (iii) The payments, rights and entitlements described in Section 6(a)(i) hereof, if any, shall only be made if the Employee shall first have executed and delivered to the Company a release with respect to his employment hereunder and the termination of such employment.

By Employee for Good Reason; By Company Without Cause. In the event ----------------------------------------------------- that the Employee's employment hereunder is terminated by the Employee for good reason pursuant to Section 5(c) hereof; or by the Company without Cause or by Employee for Good Reason after the closing of the Merger cause pursuant to Section 5(a) hereof, then: (as hereinafter defined), then i) the Company shall (a) pay to Employee all amounts due to Employee pursuant to any bonus that was due to Employee as of the date of such termination, pursuant to the terms of such bonus (a "Due Bonus"), (b) continue to pay to the Employee the Base Salary his annual base salary and Benefits to which Employee would be entitled hereunder all other compensation and benefits provided for in Section 3 hereof in the same manner provided as before termination, and for herein for the a period of time ending on the earlier of the date when the Term initial term or Renewal Term, as applicable, of this Agreement would otherwise have expired in accordance with Section 2 hereof 1 of this Agreement; provided, however, that in no event shall such amount be less than Employee's then current one (1) year annual base salary; or if such termination occurs after the date three (3) years from the date hereof, such amount shall be no less than Employee's then current one (1) year annual base salary plus one- twelfth (1/12) of such annual base salary for each year of employment commenced beyond such three (3) year anniversary date. The Employee shall not be required to mitigate the amount of any payment provided for in this Section 6(a) by seeking employment or otherwise, nor shall any amounts received from employment or otherwise by the Employee offset in any manner the obligations of the Company hereunder; and (ii) all other compensation and benefits provided for in Section 3 of this Agreement shall cease upon such termination; and (iii) the payments, rights and entitlements described in Sections 6(a)(i) hereof, if any, shall only be made if the Employee shall first have executed and delivered to the Company a release with respect to his employment hereunder and the second anniversary of the date termination of such termination, (c) reimburse Employee for expenses that may have been incurred, but which have not been paid as of the date of termination, subject to the requirements of Section 4.4 hereof and (d) one hundred percent (100%) of the outstanding stock options granted to the Employee that are unvested shall immediately vest and become exercisableemployment.