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

Consequences of Termination without Cause or for Good Reason. If the Company terminates this Agreement or Employee’s employment hereunder without Cause or if the Employee terminates this Agreement or his employment hereunder with Good Reason as defined in Section 4.7 hereof, the Company shall: (i) pay the Employee, as severance pay, an amount equal to 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 the two-year anniversary of the Effective Date and to an amount equal to twelve (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 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 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 (giving Employee credit for those milestones and performance goals that Employee successfully completed through the effective termination date); (iii) 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 Employee’s 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 favor of the 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 (10) days after the termination of his employment (unless applicable law requires a longer time period, in which case this date will be extended to the minimum time required by applicable law).

Consequences of Termination without Cause or for Good Reason. If the Company terminates this Agreement or EmployeeExecutive’s employment hereunder without Cause or if the Employee Executive terminates this Agreement or his employment hereunder with Good Reason as defined in Section 4.7 hereof(and the Company would not otherwise have substantially the right to terminate Employee for Cause), the Company shall: shall (i) continue to pay the EmployeeExecutive, as severance pay, an amount his Base Salary pursuant to the Company's regular payroll schedule for a period equal to four (4) months (which shall increase to six (6) months after the first anniversary of his Base Salary (which severance pay shall increase to an amount equal to the date of this Agreement and nine (9) months of his then current Base Salary if such termination occurs after the two-year second anniversary of the Effective Date and to an amount equal to twelve (12) months date 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 datethis Agreement) (assuming Employee Executive is actively employed by the Company on such anniversary dates) from the date that the Executive’s receives notice of termination of his employment with the Company (the “Payment Period”) payable in or issue within 15 days of his termination a lump sum payment within ninety (90) days following the termination dateequivalent to such number of months of base salary; and (ii) pay the Employee Executive within thirty (30) 30 days of the his termination of his employment (or such revised payment period pursuant to Section 4.10 11(o) of this Agreement) any portion of the bonus compensation Bonus Compensation that the Employee Executive would otherwise be entitled to receive during the Payment Period (giving Employee credit in the absence of his termination without Cause or for those milestones and performance goals that Employee successfully completed through the effective termination date)Good Reason; (iii) immediately vest in the such number of equity or equity based awards options that would have vested during the following six (6) 6 months following the effective date of notice of termination of employment; and (iv) shall continue to provide to or pay the cost of continuation of Employee’s and his eligible dependents’ Executive health insurance benefits contemplated under Section 3.7 hereof 4(g) during the Payment Period. In the event that the Executive is no longer eligible for health insurance benefits as provided by the Company benefit plan, then the Company shall pay for Executive’s health 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 Employee become Executive becomes 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 Executive for health insurance costs will terminate when the EmployeeExecutive’s new health insurance benefit begins. Notwithstanding anything In the event that the Executive is entitled to the contraryseverance benefits under Section 5(f) below, no compensation of any kind shall be payable to the Employee pursuant to this Section 4.3 unless 5(c) shall not apply and shall have no further force or until Employee executes and delivers a full and general waiver and release to the Company (in favor of the 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 (10) days after the termination of his employment (unless applicable law requires a longer time period, in which case this date will be extended to the minimum time required by applicable law)effect.

Consequences of Termination without Cause or for Good Reason. If the Company terminates this Agreement or EmployeeExecutive’s employment hereunder without Cause or if the Employee Executive terminates this Agreement or his employment hereunder with Good Reason as defined in Section 4.7 5(g) hereof, the Company shall: (i) pay the EmployeeExecutive, as severance pay, an amount equal to 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 the two-year anniversary of the Effective Date and to an amount equal to twelve (12) months of his then current Base Salary if such termination occurs after the third anniversary of the Effective Date; provided Employee Executive was actively employed by the Company on such anniversary date) (assuming Employee Executive is actively employed by the Company on such anniversary date (the date(the “Payment Period”) payable in a lump sum payment within ninety (90) days following the termination date; and (ii) pay the Employee Executive within thirty (30) days of the termination of his employment (or such revised payment period pursuant to Section 4.10 11(o) of this Agreement) any portion of the bonus compensation Bonus Compensation that the Employee Executive would otherwise be entitled to receive during the Payment Period (giving Employee Executive credit for those milestones and performance goals that Employee Executive successfully completed through the effective termination date); (iii) 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 EmployeeExecutive’s and his eligible dependents’ health insurance benefits contemplated under Section 3.7 4(g) hereof during the Payment Period. Should the Employee 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 Employee Executive for health insurance costs will terminate when the EmployeeExecutive’s new health insurance benefit begins. Notwithstanding anything to the contrary, no compensation of any kind shall be payable to the Employee Executive pursuant to this Section 4.3 5(c) unless or until Employee Executive executes and delivers a full and general waiver and release to the Company (in favor of the Company, its successors, assigns, Board members, officers, employees, affiliates, subsidiaries, parent companies and representatives), in a form reasonably acceptable to the Company and the EmployeeExecutive, such waiver and release to be delivered by Employee Executive within ten (10) days after the termination of his employment (unless applicable law requires a longer time period, in which case this date will be extended to the minimum time required by applicable law).

Consequences of Termination without Cause or for Good Reason. If In the Company terminates this Agreement or Employeeevent of a termination of Executive’s employment hereunder without during the Employment Period (x) by the Company, which termination is not a termination for Cause or if the Employee terminates this Agreement (y) by Executive for Good Reason, and provided that such termination is not by reason of death, or his employment hereunder with Good Reason Disability (as defined in Section 4.7 5(e) hereof), the Company shall: then (i) pay Executive shall be entitled to the EmployeeAccrued Obligations, (ii) Executive shall be entitled to continued payment of Base Salary for a period of 12 months following the Date of Termination, in accordance with the normal payroll schedule of the Company, (iii) Executive shall be entitled to be paid any unpaid Annual Bonus pursuant to Section 3(b) above earned based on performance with respect to the calendar year immediately prior to the calendar year in which the Date of Termination occurs, if any, (iv) subject to achievement of the applicable performance objectives for the calendar year in which such termination occurs, as severance paydetermined by the Compensation Committee, an payment of the Annual Bonus that would otherwise have been earned in respect of the calendar year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such calendar year, such amount equal to six be paid at the same time it would otherwise be paid to Executive had no termination occurred, but in no event later than the date that is two and one-half (621⁄2) months following the last day of his Base Salary (the calendar year in which severance pay shall increase to an amount equal to nine (9) months of his then current Base Salary if such termination occurs after the two-year anniversary of the Effective Date occurs, and to an amount equal to twelve (12v) 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 within ninety (90) days following the termination date; and (ii) pay the Employee within thirty (30) days following the Date of Termination in an amount that, after the applicable income and employment taxes calculated at the applicable minimum rate, is equal to 100% of the monthly COBRA premium that Executive would be required to pay to continue the group health coverage in effect on the date of Executive’s termination of his employment (or such revised payment which amount will be based on the premium for the first month of COBRA coverage) for a period pursuant to 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 eighteen (giving Employee credit for those milestones and performance goals that Employee successfully completed through the effective termination date); (iii) immediately vest in the number of equity or equity based awards that would have vested during the following six (618) months following the effective date of Executive’s termination of employment; and (iv) shall continue to provide to or pay the cost of continuation of Employee’s 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 favor of the 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 (10) days after the termination of his employment (unless applicable law requires a longer time period, in which case this date will be extended to the minimum time required by applicable law“COBRA Subsidy”).

Consequences of Termination without Cause or for Good Reason. If the Company company terminates this Agreement or EmployeeExecutive’s employment hereunder without Cause or if the Employee Executive terminates this Agreement or his her employment hereunder with Good Reason as defined in Section 4.7 5(g) hereof, the Company shall: (i) pay Executive for all accrued but unpaid Base Salary as of the Employeedate of termination; (ii) pay Executive, as severance pay, in equal installment amounts, an amount equal to six (6) months of his her Base Salary Salary, payable over a period of six (which severance pay shall increase to an amount equal to nine (96) months of his then current Base Salary if in accordance with the Company’s standard payroll practices, with such termination occurs severance payments commencing on the first pay period after the two-year anniversary termination of Executive; (iii) pay Executive all accrued but unpaid Bonus Compensation through the Effective Date date of termination and to an amount equal to twelve for a period of six (126) months of his then current Base Salary if such (giving Executive credit for those milestones and performance goals that Executive successfully completed through the effective 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 within ninety (90) days following the termination date; and (ii) pay the Employee thereafter within thirty (30) days of the termination of his employment (or such revised payment period pursuant to 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 (giving Employee credit for those milestones and performance goals that Employee successfully completed through the effective termination date)her employment; (iiiiv) 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 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 any earned but unpaid annual incentive bonuses for any completed full fiscal year immediately preceding the employment termination date; and (ivviii) shall continue to provide to or pay the cost of continuation of EmployeeExecutive’s and his her eligible dependents’ health insurance benefits contemplated under Section 3.7 4(g) hereof during the Payment Periodsix (6) months following the termination date. Should the Employee Executive become eligible for health insurance benefits provided by a new employer during the duration of Payment Periodsix (6) months following the termination date, then the Company’s obligation to pay for or reimburse the Employee Executive for health insurance costs will terminate when the EmployeeExecutive’s new health insurance benefit begins. Notwithstanding anything to the contrary, no compensation of any kind shall be payable to the Employee Executive pursuant to this Section 4.3 5(c) unless or until Employee Executive executes and delivers a full and general waiver and release to the Company (in favor of the Company, its successors, assigns, Board members, officers, employees, affiliates, subsidiaries, parent companies and representatives), in a form and content reasonably acceptable to the Company and the EmployeeExecutive, such waiver and release to be delivered by Employee Executive within ten (10) days after the termination of his her employment (unless applicable law requires a longer time period, in which case this date will be extended to the minimum time required by applicable law).