Common use of By the Company Without Cause or Due to Death or Disability or Expiration of the Term Clause in Contracts

By the Company Without Cause or Due to Death or Disability or Expiration of the Term. If: (i) the Company terminates the Employee’s employment without Cause (which may be done at any time with or without prior notice); (ii) the Employee’s employment terminates due to his death; (iii) the Company terminates the Employee’s employment due to the Employee’s Disability (as defined below); or (iv) this Agreement and the employment relationship hereunder is terminated as a result of the expiration of the Term (arising out of the Company’s determination not to deliver an Extension Notice and regardless of whether the expiration of the Term occurs at the end of the Initial Term or an Additional Term), then the Employee (or, in the event of the Employee’s death or incapacity, the Employee’s legal representative) shall be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall be to pay or provide: (a) the Accrued Benefits; and (b) subject to the Employee’s (or, in the event of the Employee’s death or incapacity, the Employee’s legal representative’s) execution, delivery and non-revocation of a general release in a form satisfactory to the Company (the “Release”), which Release, among other things, shall include a general release of the members of the Company Group, each of their respective direct and indirect parent entities and direct and indirect subsidiaries, each of their respective Affiliates, and each of their respective officers, directors, employees, shareholders, members, managers, partners, plan administrators, and agents, as well as the predecessors, past and future successors and assigns or estates of any of the foregoing, from all liability; provided, however, that the Release shall preserve the Employee’s rights, if any: (i) to indemnification under the Company Group’s Bylaws (as amended from time to time), applicable law or otherwise, and coverage under the Company Group’s Directors and Officers liability insurance policies for any claims arising out of or relating to the Employee’s employment with the Company; (ii) to the Accrued Benefits; (iii) under COBRA; and (iv) under any provisions of this Agreement that are intended to survive the termination of this Agreement and the Employee’s employment hereunder (including, without limitation, the Company’s obligations under this Section 5.2.1): (i) an aggregate amount equal to: (A) one (1) times the Employee’s annualized rate of Base Salary as of the effective date of termination (the “Base Severance Amount”); plus (B) the average of the Employee’s bonuses paid for the three (3) consecutive fiscal years immediately prior to the year of employment termination (or the average of consecutives bonuses paid to the Employee immediately prior to employment termination if the Employee has been employed less than three (3) consecutive fiscal years), plus a pro-rated bonus for the year of the Employee’s employment termination, based on the actual bonus awards earned and paid for the plan year of the Employee’s termination (in the aggregate, the “Bonus Severance Amount”). The pro-rated amount will be based on the number of days in the fiscal year up to and including the date of employment termination in relation to the total number of days in the fiscal year; and (ii) if the Employee (or, if eligible for continuation coverage under the terms of such plans and applicable law, the Employee’s legal representatives) elects continuing group coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company (on a taxable basis) shall waive (or reimburse the Employee on a monthly basis for) the cost of such coverage to the extent that such cost exceeds the cost that the Company charges active employees for similar coverage until the earlier of (x) the completion of the first twelve (12) months of COBRA coverage, or (y) the date that the Employee (or the Employee’s legal representatives, if applicable) is covered under another group health plan, subject to the terms of the plans and applicable law.

By the Company Without Cause or Due to Death or Disability or Expiration of the Term. If: (i) the Company terminates the Employee’s employment without Cause (which may be done at any time with or without prior notice); (ii) the Employee’s employment terminates due to his death; (iii) the Company terminates the Employee’s employment due to the Employee’s Disability (as defined below); or (iv) this Agreement and the employment relationship hereunder is terminated as a result of the expiration of the Term (arising out of the Company’s determination not to deliver an Extension Notice and regardless of whether the expiration of the Term occurs at the end of the Initial Term or an Additional Term), then the Employee (or, in the event of the Employee’s death or incapacity, the Employee’s legal representative) shall be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall be to pay or provide: (a) the Accrued Benefits; and (b) subject to the Employee’s (or, in the event of the Employee’s death or incapacity, the Employee’s legal representative’s) execution, delivery and non-revocation of a general release in a form satisfactory to the Company (the “Release”), which Release, among other things, shall include a general release of the members of the Company Group, each of their respective direct and indirect parent entities and direct and indirect subsidiaries, each of their respective Affiliates, and each of their respective officers, directors, employees, shareholders, members, managers, partners, plan administrators, and agents, as well as the predecessors, past and future successors and assigns or estates of any of the foregoing, from all liability; provided, however, that the Release shall preserve the Employee’s rights, if any: (i) to indemnification under the Company Group’s Bylaws (as amended from time to time), applicable law or otherwise, and coverage under the Company Group’s Directors and Officers liability insurance policies for any claims arising out of or relating to the Employee’s employment with the Company; (ii) to the Accrued Benefits; (iii) under COBRA; and (iv) under any provisions of this Agreement that are intended to survive the termination of this Agreement and the Employee’s employment hereunder (including, without limitation, the Company’s obligations under this Section 5.2.1): (i) an aggregate amount equal to: (A) one (1) times the Employee’s annualized rate of Base Salary as of the effective date of termination (the “Base Severance Amount”); plus (B) the average of the Employee’s bonuses paid for the three (3) consecutive fiscal years immediately prior to the year of employment termination (or the average of consecutives consecutive bonuses paid to the Employee immediately prior to employment termination if the Employee has been employed less than three (3) consecutive fiscal years), plus a pro-rated bonus for the year of the Employee’s employment termination, termination based on the actual bonus awards earned and paid for the plan fiscal year of the Employee’s termination (in the aggregate, the “Bonus Severance Amount”). The pro-rated amount will be based on the number of days in the fiscal year up to and including the date of employment termination in relation to the total number of days in the fiscal year; and (ii) if the Employee (or, if eligible for continuation coverage under the terms of such plans and applicable law, the Employee’s legal representatives) elects continuing group coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company (on a taxable basis) shall waive (or reimburse the Employee on a monthly basis for) the cost of such coverage to the extent that such cost exceeds the cost that the Company charges active employees for similar coverage until the earlier of (x) the completion of the first twelve (12) months of COBRA coverage, or (y) the date that the Employee (or the Employee’s legal representatives, if applicable) is covered under another group health plan, subject to the terms of the plans and applicable law.

By the Company Without Cause or Due to Death or Disability or Expiration of the Term. If: (i) the Company terminates the Employee’s employment without Cause (which may be done at any time with or without prior notice); (ii) the Employee’s employment terminates due to his death; (iii) the Company terminates the Employee’s employment due to the Employee’s Disability (as defined below)Disability; or (iv) this Agreement and the employment relationship hereunder is terminated as a result of the expiration of the Term (arising out of the Company’s determination not to deliver an Extension Notice and regardless of whether the expiration of the Term occurs at the end of the Initial Term or an Additional Term), then the Employee (or, in the event of the Employee’s death or incapacity, the Employee’s legal representative) shall be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall be to pay or provide: (a) the Accrued BenefitsBenefits and, if payable pursuant to Section 4.5 (and not yet paid), the Retention Bonus (which, for the avoidance of doubt, shall be paid in accordance with Section 4.5); and (b) subject to the Employee’s (or, in the event of the Employee’s death or incapacity, the Employee’s legal representative’s) execution, delivery and non-revocation of a general release in a form satisfactory to the Company (the “Release”), which Release, among other things, shall include a general release of the members of the Company Group, each of their respective direct and indirect parent entities and direct and indirect subsidiaries, each of their respective Affiliates, and each of their respective officers, directors, employees, shareholders, members, managers, partners, plan administrators, and agents, as well as the predecessors, past and future successors and assigns or estates of any of the foregoing, from all liability; provided, however, that the Release shall preserve the Employee’s rights, if any: (i) to indemnification under the Company Group’s Bylaws (as amended from time to time), applicable law or otherwise, and coverage under the Company Group’s Directors and Officers liability insurance policies for any claims arising out of or relating to the Employee’s employment with the Company; (ii) to the Accrued Benefits; (iii) under COBRA; and (iv) under any provisions of this Agreement that are intended to survive the termination of this Agreement and the Employee’s employment hereunder (including, without limitation, the Company’s obligations under this Section 5.2.1): (i) an aggregate amount equal to: (A) one (1) times the Employee’s annualized rate of Base Salary as of the effective date of termination (the “Base Severance Amount”); plus (B) the average of the Employee’s bonuses paid for the three (3) consecutive fiscal years immediately prior to the year of employment termination (or the average of consecutives bonuses paid to the Employee immediately prior to employment termination if the Employee has been employed less than three (3) consecutive fiscal years), plus a pro-rated bonus for the year of the Employee’s employment termination, based on the actual bonus awards earned and paid for the plan year of the Employee’s termination (in the aggregate, the “Bonus Severance Amount”). The pro-rated amount will be based on the number of days in the fiscal year up to and including the date of employment termination in relation to the total number of days in the fiscal year; and (ii) if the Employee (or, if eligible for continuation coverage under the terms of such plans and applicable law, the Employee’s legal representatives) elects continuing group coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company (on a taxable basis) shall waive (or reimburse the Employee on a monthly basis for) the cost of such coverage to the extent that such cost exceeds the cost that the Company charges active employees for similar coverage until the earlier of (x) the completion of the first twelve (12) months of COBRA coverage, or (y) the date that the Employee (or the Employee’s legal representatives, if applicable) is covered under another group health plan, subject to the terms of the plans and applicable law.

By the Company Without Cause or Due to Death or Disability or Expiration of the Term. If: (i) the Company terminates the Employee’s employment without Cause (which may be done at any time with or without prior notice); (ii) the Employee’s employment terminates due to his death; (iii) the Company terminates the Employee’s employment due to the Employee’s Disability (as defined below)Disability; or (iv) this Agreement and the employment relationship hereunder is terminated as a result of the expiration of the Term (arising out of the Company’s determination not to deliver an Extension Notice and regardless of whether the expiration of the Term occurs at the end of the Initial Term or an Additional Term), then the Employee (or, in the event of the Employee’s death or incapacity, the Employee’s legal representative) shall be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall be to pay or provide: (a) the Accrued BenefitsBenefits and, if payable pursuant to Section 4.5 (and not yet paid), the Retention Bonus (which, for the avoidance of doubt, shall be paid in accordance with Section 4.5); and (b) subject to the Employee’s (or, in the event of the Employee’s death or incapacity, the Employee’s legal representative’s) execution, delivery and non-revocation of a general release in a form satisfactory to the Company (the “Release”), which Release, among other things, shall include a general release of the members of the Company Group, each of their respective direct and indirect parent entities and direct and indirect subsidiaries, each of their respective Affiliates, and each of their respective officers, directors, employees, shareholders, members, managers, partners, plan administrators, and agents, as well as the predecessors, past and future successors and assigns or estates of any of the foregoing, from all liability; provided, however, that the Release shall preserve the Employee’s rights, if any: (i) to indemnification under the Company Group’s Bylaws (as amended from time to time), applicable law or otherwise, and coverage under the Company Group’s Directors and Officers liability insurance policies for any claims arising out of or relating to the Employee’s employment with the Company; (ii) to the Accrued Benefits; (iii) under COBRA; and (iv) under any provisions of this Agreement that are intended to survive the termination of this Agreement and the Employee’s employment hereunder (including, without limitation, the Company’s obligations under this Section 5.2.15.2 and Section 4.5): (i) an aggregate amount equal to: (A) one (1) times the Employee’s annualized rate of Base Salary as of the effective date of termination (the “Base Severance Amount”); plus (B) the average of the Employee’s bonuses paid for the three (3) consecutive fiscal years immediately prior to the year of employment termination (or the average of consecutives consecutive bonuses paid to the Employee immediately prior to employment termination if the Employee has been employed less than three (3) consecutive fiscal years), plus a pro-rated bonus for the year of the Employee’s employment termination, termination based on the actual bonus awards earned and paid for the plan fiscal year of the Employee’s termination (in the aggregate, the “Bonus Severance Amount”). The pro-rated amount will be based on the number of days in the fiscal year up to and including the date of employment termination in relation to the total number of days in the fiscal year; and (ii) if the Employee (or, if eligible for continuation coverage under the terms of such plans and applicable law, the Employee’s legal representatives) elects continuing group coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company (on a taxable basis) shall waive (or reimburse the Employee on a monthly basis for) the cost of such coverage to the extent that such cost exceeds the cost that the Company charges active employees for similar coverage until the earlier of (x) the completion of the first twelve (12) months of COBRA coverage, or (y) the date that the Employee (or the Employee’s legal representatives, if applicable) is covered under another group health plan, subject to the terms of the plans and applicable law.

By the Company Without Cause or Due to Death or Disability or Expiration of the Term. If: (i) the Employee’s employment terminates due to his death; (ii) the Company terminates the Employee’s employment without Cause (which may be done at any time with or without prior notice); (ii) the Employee’s employment terminates due to his death; (iii) the Company terminates the Employee’s employment due to the Employee’s Disability (as defined below); or (iv) this Agreement and the employment relationship hereunder is terminated as a result of the expiration of the Term (arising out of the Company’s determination not to deliver an Extension Notice and regardless of whether the expiration of the Term occurs at the end of the Initial Term or an Additional Term), then the Employee (or, in the event of the Employee’s death or incapacitydeath, the Employee’s legal representative) shall be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall be to pay or provide: (a) the Accrued Benefits; and (b) subject to the Employee’s (or, in the event of the Employee’s death or of incapacity, the Employee’s legal representative’s) execution, delivery and non-revocation of a general release in a form satisfactory to the Company (the “Release”), which Release, among other things, shall include a general release of the members of the Company Group, each of their respective direct and indirect parent entities and direct and indirect subsidiaries, subsidiaries and each of their respective Affiliates, and each of their respective officers, directors, employees, shareholders, members, managers, partners, plan administrators, and agents, as well as the predecessors, past and future successors and assigns or estates of any of the foregoing, from all liability; provided, however, that the Release shall preserve the Employee’s rights, if any: (i) to indemnification under the Company Group’s Bylaws (as amended from time to time), applicable law or otherwise, and coverage under the Company Group’s Directors and Officers liability insurance policies for any claims arising out of or relating to the Employee’s employment with the Company; (ii) to the Accrued Benefits; (iii) under COBRA; and (iv) under any provisions of this Agreement that are intended to survive the termination of this Agreement and the Employee’s employment hereunder (including, without limitation, the Company’s obligations under this Section 5.2.1):: (i) an aggregate amount (the “Severance Amount”) equal to: (A) if the effective date of termination occurs prior to the expiration of the Initial Term, the cumulative Base Salary payments that Employee would have received for the remainder of the Initial term (determined based on the rate of Base Salary in effect as of the effective date of termination); and (B) regardless of when the effective date of termination occurs, one (1) times the Employee’s annualized rate of Base Salary in effect as of the effective date of termination. The Severance Amount, less standard income and payroll tax withholding and other authorized deductions, shall be payable in twelve (12) equal monthly installments, commencing within seventy-five (75) days following the Employee’s date of termination, but not later than March 15 of the year following the year in which the Employee’s date of termination occurs; provided, however, that payment of the Severance Amount shall not commence unless the Release becomes effective. Each installment of the Severance Amount shall be treated as a separate payment for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Base Severance AmountCode”); plus (B) the average of the Employee’s bonuses paid for the three (3) consecutive fiscal years immediately prior to the year of employment termination (or the average of consecutives bonuses paid to the Employee immediately prior to employment termination if the Employee has been employed less than three (3) consecutive fiscal years), plus a pro-rated bonus for the year of the Employee’s employment termination, based on the actual bonus awards earned and paid for the plan year of the Employee’s termination (in the aggregate, the “Bonus Severance Amount”). The pro-rated amount will be based on the number of days in the fiscal year up to and including the date of employment termination in relation to the total number of days in the fiscal year; and (ii) if the Employee (or, if eligible for continuation coverage under the terms of such plans and applicable law, the Employee’s legal representatives) elects continuing group coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company (on a taxable basis) shall waive (or reimburse the Employee on a monthly basis for) the cost of such coverage to the extent that such cost exceeds the cost that the Company charges active employees for similar coverage until the earlier of (x) the completion of the first twelve (12) months of COBRA coverage, or (y) the date that the Employee (or the Employee’s legal representatives, if applicable) is covered under another group health plan, subject to the terms of the plans and applicable law. The Company shall have no obligation to provide the payments and benefits (other than Accrued Benefits) set forth above in the event that Employee breaches the provisions of Section 6.