Common use of Discharge Without Cause Clause in Contracts

Discharge Without Cause. Executive’s employment under this Agreement may be immediately terminated by the Company upon written notice to Executive of a Discharge Without Cause. Upon termination pursuant to this Section 4.3, for good consideration (including the non-competition agreement described below), Executive shall be entitled to the following benefits (the “Without Cause Severance Package”): (i) continued monthly base salary payments (at the rate in effect at the time of his Discharge Without Cause) for a period of twelve (12) months from the date of such termination, (ii) a Pro Rated Bonus and (iii) reimbursement for COBRA health insurance costs for twelve (12) months or, if shorter, until Executive becomes covered by the group health plan of another employer. Other than the foregoing, Executive shall not be entitled to any payment hereunder for subsequent periods upon Executive’s Discharge Without Cause. The Without Cause Severance Package (other than the Pro Rated Bonus) shall be payable to Executive in accordance with the Company’s general payroll practices as the same may exist from time to time following a Discharge Without Cause. Notwithstanding the forgoing, in the event of Executive’s Discharge Without Cause in connection with a Change of Control or during the twenty four (24) month period following a Change in Control, such twelve (12) months of base salary severance shall be payable in a lump sum on the third business day following the expiration of the seven (7) day revocation period applicable to the Release attached hereto as Exhibit A (the “Release”). As a condition to receiving the Without Cause Severance Package, Executive shall execute within 30 days after terminating employment (i) the Release and (ii) a non-competition and non-solicitation agreement having a term of at least twelve (12) months, and with terms and subject to conditions substantially similar to those contained in Section 4.8 of this Agreement.

Discharge Without Cause. Executive’s employment under this Agreement may be immediately terminated by the Company upon written notice to Executive of a Discharge Without Cause. Upon termination pursuant to this Section 4.3, in return for good consideration (including the non-competition and non-solicitation agreement described below), Executive shall be entitled to the following benefits (the “Without Cause Severance Package”): (i) continued Executive shall receive monthly payments of $35,833.33 or such sum equal to Executive’s monthly base salary payments (at the rate in effect compensation at the time of his Discharge Without Cause) the discharge without cause, whichever is higher, for a period of twelve thirty-six (1236) months from the date of such termination or to the end of the Term of this Agreement, whichever is longer and (ii) reimbursement for family COBRA health insurance costs for eighteen (18) months from the date of such termination, (ii) a Pro Rated Bonus and (iii) thereafter reimbursement for family health insurance costs for an additional 18 months. Notwithstanding the foregoing, if the Company’s making payments under the preceding sentence would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 4.3 in a manner as is necessary to comply with the ACA, while still preserving the consideration to Executive (i.e., in respect thereof, the reference to “reimbursement for family COBRA health insurance costs for twelve (12) months orshall be deleted and the monthly payments of $35,833.33 shall be increased by an equivalent, if shortercorresponding amount). In addition, until Executive becomes covered by the group health plan any and all of another employerExecutive’s unvested equity shall immediately vest, without restriction, with full registration rights; and any as yet unearned and unpaid bonus compensation, expense re-imbursement, and all accrued vacation, personal, and sick days, etc. shall be deemed earned, vested and paid immediately. Other than the foregoing, Executive shall not be entitled to any payment hereunder for subsequent periods upon Executive’s termination of employment upon a Discharge Without Cause. The Without Cause Severance Package (other than the Pro Rated Bonus) shall be payable to Executive in accordance with the Company’s general payroll practices as the same may exist from time to time following a Discharge Without Cause. Notwithstanding The indemnification provisions set forth in Section 3.4 herein shall continue to apply during the forgoing, in term of the event of Executive’s Discharge Without Cause in connection with a Change of Control or during the twenty four (24) month period following a Change in Control, such twelve (12) months of base salary severance shall be payable in a lump sum on the third business day following the expiration of the seven (7) day revocation period applicable to the Release attached hereto as Exhibit A (the “Release”)Severance Package. As a condition to receiving the Without Cause Severance Package, Executive shall execute within 30 days after terminating employment (i) a release of claims (other than a release of Executive’s claims for amounts required to be paid pursuant to this Section 4.3) in the Release form attached hereto as Exhibit C, and (ii) a non-competition and non-solicitation agreement having a term that is the same as the term of at least twelve (12) monthsthe Without Cause Severance Package, and with terms and subject to conditions substantially similar to those contained in Section 4.8 of this Agreement.

Discharge Without Cause. Executive’s employment under this Agreement may be immediately terminated by the Company upon written notice to Executive of a Discharge Without Cause. Upon termination pursuant to this Section 4.3, for good consideration (including the non-competition agreement described below), Executive shall be entitled to the following benefits (the “Without Cause Severance Package”): (i) continued monthly base salary payments (at the rate in effect at the time of his Discharge Without Cause) for a period of twelve (12) months (or, in the case of an Initial Six Month Period Without Cause Termination, six (6) months) from the date of such termination, (ii) a Pro Rated Bonus and (iii) reimbursement for COBRA health insurance costs for twelve (12) months (or, in the case of an Initial Six Month Period Without Cause Termination, six (6) months) or, if shorter, until Executive becomes covered by the group health plan of another employer. Other than the foregoing, Executive shall not be entitled to any payment hereunder for subsequent periods upon Executive’s Discharge Without Cause. The Without Cause Severance Package (other than the Pro Rated Bonus) shall be payable to Executive in accordance with the Company’s general payroll practices as the same may exist from time to time following a Discharge Without Cause. Notwithstanding the forgoing, in the event of Executive’s Discharge Without Cause in connection with a Change of Control or during the twenty four (24) month period following a Change in Control, such twelve (12) months (or, in the case of an Initial Six Month Period Without Cause Termination, six (6) months) of base salary severance shall be payable in a lump sum on the third business day following the expiration of the seven (7) day revocation period applicable to the Release attached hereto as Exhibit A C (the “Release”). As a condition to receiving the Without Cause Severance Package, Executive shall execute within 30 days after terminating employment (i) the Release and (ii) a non-competition and non-solicitation agreement having a term of at least twelve (12) months, and with terms and subject to conditions substantially similar to those contained in Section 4.8 of this Agreement.

Discharge Without Cause. Executive’s employment under this Agreement may be immediately terminated by the Company upon written notice to Executive of a Discharge Without Cause. Upon termination pursuant to this Section 4.3, for good consideration (including the non-competition agreement described below), Executive shall be entitled to the following benefits (the “Without Cause Severance Package”): (i) continued monthly base salary payments (at the rate in effect at the time of his Discharge Without Cause) for a period of twelve (12) months from the date of such termination, (ii) a Pro Rated Bonus and (iii) reimbursement for COBRA health insurance costs for twelve (12) months or, if shorter, until Executive becomes covered by the group health plan of another employer. Other than the foregoing, Executive shall not be entitled to any payment hereunder for subsequent periods upon Executive’s Discharge Without Cause. The Without Cause Severance Package (other than the Pro Rated Bonus) shall Bonus)shall be payable to Executive in accordance with the Company’s general payroll practices as the same may exist from time to time following a Discharge Without Cause. Notwithstanding the forgoing, in the event of Executive’s Discharge Without Cause in connection with a Change of Control or during the twenty four (24) month period following a Change in Control, such twelve (12) months of base salary severance shall be payable in a lump sum on the third business day following the expiration of the seven (7) day revocation period applicable to the Release attached hereto as Exhibit A (the “Release”). As a condition to receiving the Without Cause Severance Package, Executive shall execute within 30 days after terminating employment (i) the Release and (ii) a non-competition and non-solicitation agreement having a term of at least no more than twelve (12) months, and with terms and subject to conditions substantially similar to those contained in Section 4.8 of this Agreement.

Discharge Without Cause. Executive’s employment under this Agreement may be immediately terminated by the Company upon written notice to Executive of a Discharge Without Cause. Upon termination pursuant to this Section 4.3, for good consideration (including the non-competition agreement described below), Executive shall be entitled to the following benefits (the “Without Cause Severance Package”): (i) continued monthly base salary payments (at the rate in effect at the time of his Discharge Without Cause) for a period of twelve eighteen (1218) months from the date of such termination, (ii) a Pro Rated Bonus and (iii) reimbursement for COBRA health insurance costs for twelve eighteen (1218) months or, if shorter, until Executive becomes covered by the group health plan of another employer. Other than the foregoing, Executive shall not be entitled to any payment hereunder for subsequent periods upon Executive’s Discharge Without Cause. The Without Cause Severance Package (other than the Pro Rated Bonus) shall Bonus)shall be payable to Executive in accordance with the Company’s general payroll practices as the same may exist from time to time following a Discharge Without Cause. Notwithstanding the forgoing, in the event of Executive’s Discharge Without Cause in connection with a Change of Control or during the twenty four (24) month period following a Change in Control, such twelve eighteen (1218) months of base salary severance shall be payable in a lump sum on the third business day following the expiration of the seven (7) day revocation period applicable to the Release attached hereto as Exhibit A (the “Release”). As a condition to receiving the Without Cause Severance Package, Executive shall execute within 30 days after terminating employment (i) the Release and (ii) a non-competition and non-solicitation agreement having a term of at least twelve eighteen (1218) months, and with terms and subject to conditions substantially similar to those contained in Section 4.8 of this Agreement.