Common use of Consequences of Termination without Cause or for Good Reason Clause in Contracts

Consequences of Termination without Cause or for Good Reason. In the event Company terminates this Agreement without Cause or if the Executive terminates this Agreement with Good Reason (as defined below), the Executive shall receive the Accrued Rights (as defined below). Subject to the Executive executing the Release of Claims in the form attached hereto as Exhibit D (the “Release”) and not revoking the Release, the Executive shall be entitled to, and the Company shall be obligated to provide, the following: 1) If the Agreement is terminated prior to a Change of Control (as defined below) or following the six (6) month anniversary of the consummation of such a Change of Control, a lump sum payment equal to two (2) times his Base Salary as in effect on the date of termination (“Termination Date”) no later than fifteen (15) days after the Termination Date; 2) If a Change of Control (as defined below) occurs within the three (3) month period after the Termination Date, the Executive shall be paid an additional lump sum payment equal to one (1) times his Base Salary in effect on the Termination Date no later than fifteen (15) days after the Change of Control; 3) If the Agreement is terminated on or within six (6) months after a Change of Control (as defined below), a lump sum payment equal to three (3) times the Executive’s Base Salary as in effect on the Termination Date no later than fifteen (15) days after the Termination Date; 4) Any Standard Options granted under this Agreement that are non-exercisable on the Termination Date shall become exercisable on such Termination Date to the extent the options would have become exercisable had the Executive remained continuously employed by the Company through the second (2nd) anniversary of such Termination Date; 5) Any Restricted Shares granted under this Agreement that are non-vested on the Termination Date shall become vested on such Termination Date to the extent the Executive would have vested had the Executive remained continuously employed by the Company through the second (2nd) anniversary of such Termination Date; 6) If the Agreement is terminated prior to a Change of Control, the Executive shall be entitled to continue participation in the Company’s group health plan for twenty-four (24) months following the Termination Date at the same cost as active employees of the Company; provided that such continuation coverage shall cease upon his becoming eligible to participate in a group health plan of a subsequent employer; 7) If the Agreement is terminated on or after a Change of Control, Executive shall be entitled to continue participation in the Company’s group health plan for thirty-six (36) months following the Termination Date at the same cost as active employees of the Company, provided that such continuation coverage shall cease upon his becoming eligible to participate in a group health plan of a subsequent employer; and 8) Any Pro Rata Bonus as defined in Section 3.3(c) of this Agreement. Other than the obligations of the Company as set forth in this Section, following such termination of Executive’s employment, the Company shall have no further obligations to the Executive under the terms of this Agreement.

Consequences of Termination without Cause or for Good Reason. In If the event Company terminates this Agreement or Executive’s employment hereunder without Cause or if the Executive terminates this Agreement or his employment hereunder with Good Reason (as defined below)in Section 5(g) hereof, the Executive shall receive Company shall: (i) pay the Accrued Rights (Executive, as defined below). Subject to the Executive executing the Release of Claims in the form attached hereto as Exhibit D (the “Release”) and not revoking the Releaseseverance pay, the Executive shall be entitled to, and the Company shall be obligated to provide, the following: 1) If the Agreement is terminated prior to a Change of Control (as defined below) or following the six (6) month anniversary of the consummation of such a Change of Control, a lump sum payment an amount equal to two (2) times his Base Salary as in effect on the date of termination (“Termination Date”) no later than fifteen (15) days after the Termination Date; 2) If a Change of Control (as defined below) occurs within the three (3) month period after the Termination Date, the Executive shall be paid an additional lump sum payment equal to one (1) times his Base Salary in effect on the Termination Date no later than fifteen (15) days after the Change of Control; 3) If the Agreement is terminated on or within six (6) months of his Base Salary (which severance pay shall increase to an amount equal to nine (9) months of his then current Base Salary if such termination occurs after a Change the two-year anniversary of Control the Effective Date and to an amount equal to twelve (as defined below), 12) months of his then current Base Salary if such termination occurs after the third anniversary of the Effective Date; provided Executive was actively employed by the Company on such anniversary date) (assuming Executive is actively employed by the Company on such anniversary date(the “Payment Period”) payable in a lump sum payment equal within ninety (90) days following the termination date; and (ii) pay the Executive within thirty (30) days of the termination of his employment (or such revised payment period pursuant to three Section 11(o) of this Agreement) any portion of the Bonus Compensation that the Executive would otherwise be entitled to receive during the Payment Period (3giving Executive credit for those milestones and performance goals that Executive successfully completed through the effective termination date); (iii) times immediately vest in the number of equity or equity based awards that would have vested during the following six (6) months following the effective date of termination of employment; and (iv) shall continue to provide to or pay the cost of continuation of Executive’s and his eligible dependents’ health insurance benefits contemplated under Section 4(g) hereof during the Payment Period. Should the Executive become eligible for health insurance benefits provided by a new employer during the duration of Payment Period, then the Company’s obligation to pay for or reimburse the Executive for health insurance costs will terminate when the Executive’s Base Salary as new health insurance benefit begins. Notwithstanding anything to the contrary, no compensation of any kind shall be payable to the Executive pursuant to this Section 5(c) unless or until Executive executes and delivers a full and general waiver and release to the Company (in effect on favor of the Termination Date no later than fifteen Company, its successors, assigns, Board members, officers, employees, affiliates, subsidiaries, parent companies and representatives), in a form reasonably acceptable to the Company and the Executive, such waiver and release to be delivered by Executive within ten (1510) days after the Termination Date; 4) Any Standard Options granted under termination of his employment (unless applicable law requires a longer time period, in which case this Agreement that are non-exercisable on the Termination Date shall become exercisable on such Termination Date date will be extended to the extent the options would have become exercisable had the Executive remained continuously employed minimum time required by the Company through the second (2nd) anniversary of such Termination Date; 5) Any Restricted Shares granted under this Agreement that are non-vested on the Termination Date shall become vested on such Termination Date to the extent the Executive would have vested had the Executive remained continuously employed by the Company through the second (2nd) anniversary of such Termination Date; 6) If the Agreement is terminated prior to a Change of Control, the Executive shall be entitled to continue participation in the Company’s group health plan for twenty-four (24) months following the Termination Date at the same cost as active employees of the Company; provided that such continuation coverage shall cease upon his becoming eligible to participate in a group health plan of a subsequent employer; 7) If the Agreement is terminated on or after a Change of Control, Executive shall be entitled to continue participation in the Company’s group health plan for thirty-six (36) months following the Termination Date at the same cost as active employees of the Company, provided that such continuation coverage shall cease upon his becoming eligible to participate in a group health plan of a subsequent employer; and 8) Any Pro Rata Bonus as defined in Section 3.3(c) of this Agreement. Other than the obligations of the Company as set forth in this Section, following such termination of Executive’s employment, the Company shall have no further obligations to the Executive under the terms of this Agreementapplicable law).

Consequences of Termination without Cause or for Good Reason. In If the event Company terminates this Agreement or Executive’s employment hereunder without Cause or if the Executive terminates this Agreement or his employment hereunder with Good Reason (as defined belowand the Company would not otherwise have substantially the right to terminate Employee for Cause), the Executive shall receive the Accrued Rights (as defined below). Subject to the Executive executing the Release of Claims in the form attached hereto as Exhibit D (the “Release”) and not revoking the Release, the Executive shall be entitled to, and the Company shall be obligated (i) continue to providepay the Executive, the following: 1) If the Agreement is terminated prior to a Change of Control (as defined below) or following the six (6) month anniversary of the consummation of such a Change of Controlseverance pay, a lump sum payment equal to two (2) times his Base Salary as in effect on pursuant to the date of termination (“Termination Date”) no later than fifteen (15) days after the Termination Date; 2) If Company's regular payroll schedule for a Change of Control (as defined below) occurs within the three (3) month period after the Termination Date, the Executive shall be paid an additional lump sum payment equal to one four (14) times his Base Salary in effect on the Termination Date no later than fifteen months (15) days after the Change of Control; 3) If the Agreement is terminated on or within which shall increase to six (6) months after a Change the first anniversary of Control the date of this Agreement and nine (as defined below), 9) months after the second anniversary of the date of this Agreement) (assuming Executive is actively employed by the Company on such dates) from the date that the Executive’s receives notice of termination of his employment with the Company (the “Payment Period”) or issue within 15 days of his termination a lump sum payment equal equivalent to three such number of months of base salary; and (3ii) times the Executive’s Base Salary as in effect on the Termination Date no later than fifteen (15) days after the Termination Date; 4) Any Standard Options granted under this Agreement that are non-exercisable on the Termination Date shall become exercisable on such Termination Date to the extent the options would have become exercisable had pay the Executive remained continuously employed by the Company through the second within 30 days of his termination of employment (2nd) anniversary of or such Termination Date; 5) Any Restricted Shares granted under this Agreement that are non-vested on the Termination Date shall become vested on such Termination Date revised payment period pursuant to the extent the Executive would have vested had the Executive remained continuously employed by the Company through the second (2nd) anniversary of such Termination Date; 6) If the Agreement is terminated prior to a Change of Control, the Executive shall be entitled to continue participation in the Company’s group health plan for twenty-four (24) months following the Termination Date at the same cost as active employees of the Company; provided that such continuation coverage shall cease upon his becoming eligible to participate in a group health plan of a subsequent employer; 7) If the Agreement is terminated on or after a Change of Control, Executive shall be entitled to continue participation in the Company’s group health plan for thirty-six (36) months following the Termination Date at the same cost as active employees of the Company, provided that such continuation coverage shall cease upon his becoming eligible to participate in a group health plan of a subsequent employer; and 8) Any Pro Rata Bonus as defined in Section 3.3(c11(o) of this Agreement) any Bonus Compensation that the Executive would be entitled to receive during the Payment Period in the absence of his termination without Cause or for Good Reason; (iii) immediately vest such number of options that would have vested during the following 6 months following the date of notice of termination and (iv) shall continue to provide to Executive health insurance benefits contemplated under Section 4(g) during the Payment Period. Other than In the obligations of event that the Executive is no longer eligible for health insurance benefits as provided by the Company as set forth in this Sectionbenefit plan, following such termination of then the Company shall pay for Executive’s employmenthealth insurance premiums under COBRA for such period. The Company shall pay for Executive’s health insurance premiums under COBRA for the duration of Payment Period from the date of termination under this clause (c). In the event that the Company’s health insurance plan is discontinued or otherwise not eligible for COBRA, or if the Executive is not eligible to receive benefits under COBRA, then the Company will reimburse the Executive for his health insurance costs for the duration of Payment Period from the date of termination under this clause (c). Should the Executive becomes eligible for health insurance benefits provided by a new employer during the duration of Payment Period, then the Company’s obligation to reimburse the Executive for health insurance costs will terminate when the Executive’s new health insurance benefit begins. In the event that the Executive is entitled to severance benefits under Section 5(f) below, this Section 5(c) shall not apply and shall have no further obligations to the Executive under the terms of this Agreementforce or effect.

Consequences of Termination without Cause or for Good Reason. In If the event Company terminates this Agreement or Employee’s employment hereunder without Cause or if the Executive Employee terminates this Agreement or his employment hereunder with Good Reason (as defined below)in Section 4.7 hereof, the Executive shall receive Company shall: (i) pay the Accrued Rights (Employee, as defined below). Subject to the Executive executing the Release of Claims in the form attached hereto as Exhibit D (the “Release”) and not revoking the Releaseseverance pay, the Executive shall be entitled to, and the Company shall be obligated to provide, the following: 1) If the Agreement is terminated prior to a Change of Control (as defined below) or following the six (6) month anniversary of the consummation of such a Change of Control, a lump sum payment an amount equal to two (2) times his Base Salary as in effect on the date of termination (“Termination Date”) no later than fifteen (15) days after the Termination Date; 2) If a Change of Control (as defined below) occurs within the three (3) month period after the Termination Date, the Executive shall be paid an additional lump sum payment equal to one (1) times his Base Salary in effect on the Termination Date no later than fifteen (15) days after the Change of Control; 3) If the Agreement is terminated on or within six (6) months of his Base Salary (which severance pay shall increase to an amount equal to nine (9) months of his then current Base Salary if such termination occurs after a Change the two-year anniversary of Control the Effective Date and to an amount equal to twelve (as defined below), 12) months of his then current Base Salary if such termination occurs after the third anniversary of the Effective Date; provided Employee was actively employed by the Company on such anniversary date) (assuming Employee is actively employed by the Company on such anniversary date (the “Payment Period”) payable in a lump sum payment equal within ninety (90) days following the termination date; and (ii) pay the Employee within thirty (30) days of the termination of his employment (or such revised payment period pursuant to three Section 4.10 of this Agreement) any portion of the bonus compensation that the Employee would otherwise be entitled to receive during the Payment Period (3giving Employee credit for those milestones and performance goals that Employee successfully completed through the effective termination date); (iii) times immediately vest in the Executivenumber of equity or equity based awards that would have vested during the following six (6) months following the effective date of termination of employment; and (iv) shall continue to provide to or pay the cost of continuation of Employee’s Base Salary as and his eligible dependents’ health insurance benefits contemplated under Section 3.7 hereof during the Payment Period. Should the Employee become eligible for health insurance benefits provided by a new employer during the duration of Payment Period, then the Company’s obligation to pay for or reimburse the Employee for health insurance costs will terminate when the Employee’s new health insurance benefit begins. Notwithstanding anything to the contrary, no compensation of any kind shall be payable to the Employee pursuant to this Section 4.3 unless or until Employee executes and delivers a full and general waiver and release to the Company (in effect on favor of the Termination Date no later than fifteen Company, its successors, assigns, Board members, officers, employees, affiliates, subsidiaries, parent companies and representatives), in a form reasonably acceptable to the Company and the Employee, such waiver and release to be delivered by Employee within ten (1510) days after the Termination Date; 4) Any Standard Options granted under termination of his employment (unless applicable law requires a longer time period, in which case this Agreement that are non-exercisable on the Termination Date shall become exercisable on such Termination Date date will be extended to the extent the options would have become exercisable had the Executive remained continuously employed minimum time required by the Company through the second (2nd) anniversary of such Termination Date; 5) Any Restricted Shares granted under this Agreement that are non-vested on the Termination Date shall become vested on such Termination Date to the extent the Executive would have vested had the Executive remained continuously employed by the Company through the second (2nd) anniversary of such Termination Date; 6) If the Agreement is terminated prior to a Change of Control, the Executive shall be entitled to continue participation in the Company’s group health plan for twenty-four (24) months following the Termination Date at the same cost as active employees of the Company; provided that such continuation coverage shall cease upon his becoming eligible to participate in a group health plan of a subsequent employer; 7) If the Agreement is terminated on or after a Change of Control, Executive shall be entitled to continue participation in the Company’s group health plan for thirty-six (36) months following the Termination Date at the same cost as active employees of the Company, provided that such continuation coverage shall cease upon his becoming eligible to participate in a group health plan of a subsequent employer; and 8) Any Pro Rata Bonus as defined in Section 3.3(c) of this Agreement. Other than the obligations of the Company as set forth in this Section, following such termination of Executive’s employment, the Company shall have no further obligations to the Executive under the terms of this Agreementapplicable law).

Consequences of Termination without Cause or for Good Reason. In the event Company If company terminates this Agreement or Executive’s employment hereunder without Cause or if the Executive terminates this Agreement or her employment hereunder with Good Reason (as defined below)in Section 5(g) hereof, Company shall: (i) pay Executive for all accrued but unpaid Base Salary as of the date of termination; (ii) pay Executive, as severance pay, in equal installment amounts, an amount equal to six (6) months of her Base Salary, payable over a period of six (6) months in accordance with the Company’s standard payroll practices, with such severance payments commencing on the first pay period after the termination of Executive; (iii) pay Executive shall receive all accrued but unpaid Bonus Compensation through the Accrued Rights date of termination and for a period of six (6) months (giving Executive credit for those milestones and performance goals that Executive successfully completed through the effective termination date) thereafter within thirty (30) days of the termination of her employment; (iv) immediately vest in the number of equity or equity based awards that would have vested during the following six (6) months following the effective date of termination of employment; (v) subject to Executive’s compliance with the expense reimbursement terms hereunder, pay Executive all business expenses incurred by Executive up to and including the date on which employment is terminated; (vi) continue to provide Executive with any earned benefits to which Executive may be entitled as defined below). Subject of the date of termination pursuant to the terms of any compensation or benefit plans to the extent permitted by such plans; (vii) subject to Executive’s compliance with the terms hereunder, pay Executive executing any earned but unpaid annual incentive bonuses for any completed full fiscal year immediately preceding the Release employment termination date; and (viii) continue to provide to or pay the cost of Claims in the form attached hereto as Exhibit D (the “Release”continuation of Executive’s and her eligible dependents’ health insurance benefits contemplated under Section 4(g) and not revoking the Release, the Executive shall be entitled to, and the Company shall be obligated to provide, the following: 1) If the Agreement is terminated prior to a Change of Control (as defined below) or following hereof during the six (6) month anniversary months following the termination date. Should Executive become eligible for health insurance benefits provided by a new employer during the duration of the consummation of such a Change of Control, a lump sum payment equal to two (2) times his Base Salary as in effect on the date of termination (“Termination Date”) no later than fifteen (15) days after the Termination Date; 2) If a Change of Control (as defined below) occurs within the three (3) month period after the Termination Date, the Executive shall be paid an additional lump sum payment equal to one (1) times his Base Salary in effect on the Termination Date no later than fifteen (15) days after the Change of Control; 3) If the Agreement is terminated on or within six (6) months after following the termination date, then Company’s obligation to pay for or reimburse Executive for health insurance costs will terminate when Executive’s new health insurance benefit begins. Notwithstanding anything to the contrary, no compensation of any kind shall be payable to Executive pursuant to this Section 5(c) unless or until Executive executes and delivers a Change full and general waiver and release to Company (in favor of Control (as defined belowCompany, its successors, assigns, Board members, officers, employees, affiliates, subsidiaries, parent companies and representatives), in a lump sum payment equal form and content reasonably acceptable to three Company and Executive, such waiver and release to be delivered by Executive within ten (3) times the Executive’s Base Salary as in effect on the Termination Date no later than fifteen (1510) days after the Termination Date; 4) Any Standard Options granted under termination of her employment (unless applicable law requires a longer time period, in which case this Agreement that are non-exercisable on the Termination Date shall become exercisable on such Termination Date date will be extended to the extent the options would have become exercisable had the Executive remained continuously employed minimum time required by the Company through the second (2nd) anniversary of such Termination Date; 5) Any Restricted Shares granted under this Agreement that are non-vested on the Termination Date shall become vested on such Termination Date to the extent the Executive would have vested had the Executive remained continuously employed by the Company through the second (2nd) anniversary of such Termination Date; 6) If the Agreement is terminated prior to a Change of Control, the Executive shall be entitled to continue participation in the Company’s group health plan for twenty-four (24) months following the Termination Date at the same cost as active employees of the Company; provided that such continuation coverage shall cease upon his becoming eligible to participate in a group health plan of a subsequent employer; 7) If the Agreement is terminated on or after a Change of Control, Executive shall be entitled to continue participation in the Company’s group health plan for thirty-six (36) months following the Termination Date at the same cost as active employees of the Company, provided that such continuation coverage shall cease upon his becoming eligible to participate in a group health plan of a subsequent employer; and 8) Any Pro Rata Bonus as defined in Section 3.3(c) of this Agreement. Other than the obligations of the Company as set forth in this Section, following such termination of Executive’s employment, the Company shall have no further obligations to the Executive under the terms of this Agreementapplicable law).