By the Company Without Clause Samples

By the Company Without. “Cause”. The Company may terminate Employee’s employment without “Cause” as defined in Section 5.5 below at any time following the Effective Date, upon 30 days written notice to Employee.

By the Company Without. “Cause”. (a) The Company may terminate Executive’s employment without “Cause” (as defined below) at any time following the Effective Date upon delivery of a Notice of Termination to Executive. (b) Upon termination of Executive’s employment by the Company Without Cause, Executive shall be entitled to: (i) the Accrued Amounts, payable in accordance with Section 5.1(a); and (ii) subject to Executive’s execution (without revocation) of a release of claims in such form as reasonably determined by the Company and containing carveouts for (A) indemnification, contribution, and directors and officers insurance rights to which Executive may be entitled, (B) rights in his capacity as an equityholder, (C) rights to collect the Severance Payment, and (D) rights to any vested employee benefits (which execution version of such release will be provided no later than five (5) calendar days following the Date of Termination) (the “Release”), a lump sum payment equal to Base Salary for the lesser of (i) nine (9) months or (ii) the number of months remaining in the Term, which payment will be made on the 60th day following the Date of Termination (the “Severance Payment’) subject to the delay of payment under Section 5.7.

By the Company Without. “Cause”. (a) The Company may terminate Executive’s employment without “Cause” (as defined below) at any time following the Effective Date upon delivery of a Notice of Termination to Executive. (b) Upon termination of Executive’s employment by the Company Without Cause, other than due to death, Disability or a Change of Control Termination Event, Executive shall be entitled to: (i) the Accrued Amounts, payable in accordance with Section 5.1(a); (ii) subject to Executive’s execution and delivery to the Company of (a) a letter of resignation resigning as a member of the Board, if applicable, and all other positions with the Company and its subsidiaries (the “Letter of Resignation”) and (b) a general release of claims in such form as reasonably determined by the Company and containing carve outs for (A) indemnification, contribution, and directors and officers insurance rights to which Executive may be entitled, (B) rights in his capacity as an equity holder, (C) rights to collect the Severance Payment and COBRA Coverage, and (D) rights to any vested employee benefits (which execution version of such release will be provided no later than five (5) calendar days following the Date of Termination) and such general release (the “Release”) has become irrevocable pursuant to its terms and applicable law, payments equal to three (3) months’ Base Salary for each year of service at the prevailing rate, which payment will be made in installments in accordance with the normal payroll schedule following the Date of Termination (the “Severance Payment”) subject to the delay of payment under Section 5.7. The minimum Severance Payment will be equal to three (3) months Base Salary and the maximum Severance Payment will be equal to eighteen (18) months Base Salary; and (iii) if Executive elects to continue his medical coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Executive shall pay for coverage under COBRA following the Date of Termination (the “COBRA Coverage”).

By the Company Without. “Cause”. The Company may terminate this Agreement without Cause (as hereinafter defined) at any time following the Effective Date upon written notice to Executive. Such termination shall not be a breach of this Agreement.

By the Company Without. “Cause”. (a) The Company may terminate Executive’s employment without “Cause” (as defined below) at any time following the Effective Date upon delivery of a Notice of Termination to Executive. (b) Upon termination of Executive’s employment by the Company Without Cause, other than due to a Change of Control Termination Event, Executive shall be entitled to: (i) the balance of the Base Salary, less payments made to Executive under this Agreement; (ii) subject to Executive’s execution and delivery to the Company of (a) a letter of resignation resigning as a member of the Board, if applicable, and all other positions with the Company and its subsidiaries (the “Letter of Resignation”) and (b) a general release of claims in such form as reasonably determined by the Company (which execution version of such release will be provided no later than five (5) calendar days following the Date of Termination) and such general release (the “ Release ”) has become irrevocable pursuant to its terms and applicable law.

By the Company Without. Cause The Company may at any time terminate the Employment Period upon written notice to the Executive (the "Termination Notice") without cause. In the event of termination of the Employment Period without cause pursuant to this Section 4(b), or the Company's failure to extend the Employment Period at any time, the Company shall pay the Executive in addition to any accrued AIP Bonus (i) all unreimbursed expenses payable as provided in accordance with Section 3(f), (ii) all Base Salary earned through the last day of the Employment Period, (iii) monthly severance pay for 24 months

By the Company Without. “Cause”. (a) The Company may terminate Executive’s employment without “Cause” (as defined below) at any time following the Effective Date upon delivery of a Notice of Termination to Executive. (b) Upon termination of Executive’s employment by the Company Without Cause, Executive shall be entitled to (contingent on Executive signing and not revoking a release, substantially in the form attached hereto as Exhibit B (a “Release”), within thirty (30) days of the Date of Termination of Executive’s employment): (i) the greater of (A) Executive’s aggregate Base Compensation for the remainder of the Term and (B) Executive’s then current Base Compensation, multiplied by two (2), which payment under this Section 5.2(b)(i) shall be made in twelve (12) equal monthly installments (each such installment shall be treated as a separate payment under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)); (ii) subject to Section 5.8, if Executive intends to continue his medical coverage under COBRA, the Company shall pay for coverage under COBRA for one (1) year following the Date of Termination; and (iii) the vesting in full of certain of his then unvested restricted stock awards in the manner set forth in the Award Agreement.

By the Company Without. Cause". The Company may not terminate the ------------------------------ Agreement without "cause," as defined in Section 8.1 hereof.