Common use of Expiration of the Term, For Cause, or Without Good Reason Clause in Contracts

Expiration of the Term, For Cause, or Without Good Reason. (a) The Executive’s employment hereunder may be terminated upon either party’s election not to renew the Agreement in accordance with Section 1, by the Company for Cause, or by the Executive Without Good Reason. If the Executive’s employment is terminated upon either party’s election not to renew the Agreement, by the Company for Cause, or by the Executive Without Good Reason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation which shall be paid within one (1) week following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 5.1(a)(i) through 5.1(a)(iv) are referred to herein collectively as the “Accrued Amounts”. (b) For purposes of this Agreement, “Cause” shall mean:

Expiration of the Term, For Cause, or Without Good Reason. (a) The ExecutiveEmployee’s employment hereunder may be terminated upon either party’s election not failure to renew the Agreement in accordance with Section 1, by the Company for Cause, Cause or by the Executive Without Employee without Good Reason. If the ExecutiveEmployee’s employment is terminated upon either party’s election not failure to renew the Agreement, by the Company for Cause, Cause or by the Executive Without Employee without Good Reason, the Executive Employee shall be entitled to receive:receive within two (2) weeks following the Termination Date (as defined below): (i) any accrued but unpaid Base Salary and accrued but unused vacation which shall be paid within one (1) week following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedurespaid; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement; (iii) reimbursement for unreimbursed business expenses properly incurred by the ExecutiveEmployee, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and (iviii) such employee benefits (including equity compensation), if any, to which the Executive Employee may be entitled under the Company’s employee benefit plans as of the Termination Date; provided that, in no event shall the Executive Employee be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 5.1(a)(i) through 5.1(a)(iv) are referred to herein collectively as the “Accrued Amounts”. (b) For purposes of this Agreement, “Cause” shall mean:

Expiration of the Term, For Cause, or Without Good Reason. (a) The Executive’s employment hereunder may be terminated upon either party’s election not to renew the Agreement expiration of the Employment Term without renewal by the Company in accordance with Section 1, or during the Employment Term by the Company for Cause, Cause or by the Executive Without without Good Reason. If the Executive’s employment is terminated upon either party’s election not to renew the Agreement, by the Company for Cause, or by the Executive Without Good Reasonso terminated, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation pay which shall be paid within one (1) week on the pay date immediately following the Termination Date (as defined in Section 5.6 below) in accordance with the Company’s customary payroll procedures; (ii) any earned but unpaid Annual Bonus Incentive with respect to any completed fiscal calendar year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date date, except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, as to which the Executive may be entitled under the Company’s employee benefit plans or Equity Awards as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 5.1(a)(i) through 5.1(a)(iv) are referred to herein collectively as the “Accrued Amounts”. (b) For purposes of this Agreement, “Cause” shall mean:

Expiration of the Term, For Cause, or Without Good Reason. (a) The Executive’s 's employment hereunder may be terminated upon either party’s election not 's failure to renew the Agreement in accordance with Section 1, by the Company for Cause, Cause or by the Executive Without without Good Reason. If the Executive’s 's employment is terminated upon either party’s election not 's failure to renew the Agreement, by the Company for Cause, Cause or by the Executive Without without Good Reason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation which shall be paid within one (1) week on the pay date immediately following the Termination Date (as defined below) in accordance with the Company’s 's customary payroll procedures; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal year calendar immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement; provided that, if the Executive's employment is terminated by the Company for Cause, then any such accrued but unpaid Annual Bonus shall be forfeited; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s 's expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s 's employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 5.1(a)(i) through 5.1(a)(iv) are referred to herein collectively as the “"Accrued Amounts”". (b) For purposes of this Agreement, “"Cause” " shall mean:

Expiration of the Term, For Cause, or Without Good Reason. (a) The Executive’s 's employment hereunder may be terminated upon either party’s election not 's failure to renew the Agreement in accordance with Section 1, by the Company for Cause, or by the Executive Without without Good Reason. If the Executive’s 's employment is terminated upon either party’s election not 's failure to renew the Agreement, by the Company for Cause, or by the Executive Without without Good Reason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation which shall be paid within on the Termination Date (as defined below)/within one (1) week following the Termination Date (as defined below)/on the pay date immediately following the Termination Date (as defined below) in accordance with the Company’s 's customary payroll procedures; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal year calendar immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date except to date; provided that, if the extent payment Executive's employment is otherwise deferred pursuant to terminated by the Company for Cause, then any applicable deferred compensation arrangementsuch accrued but unpaid Annual Bonus shall be forfeited; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s 's expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s 's employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 5.1(a)(i) through 5.1(a)(iv) are referred to herein collectively as the “"Accrued Amounts”". (b) For purposes of this Agreement, “"Cause” " shall mean:

Expiration of the Term, For Cause, or Without Good Reason. (a) The If the Executive’s employment hereunder may be is terminated upon either partyExecutive’s election not failure to renew the Agreement in accordance with Section 1, by the Company for Cause, or by the Executive Without Good Reason. If the Executive’s employment is terminated upon either party’s election not to renew the Agreement, by the Company for Cause, or by the Executive Without without Good Reason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation which shall be paid within one (1) week following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures]; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date except to date; provided that, if the extent payment Executive’s employment is otherwise deferred pursuant to terminated by the Company for Cause, then any applicable deferred compensation arrangementsuch earned but unpaid Annual Bonus shall be forfeited; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 5.1(a)(i) through 5.1(a)(iv) are referred to herein collectively as the “Accrued Amounts”. (b) For purposes of this Agreement, “Cause” shall mean:

Expiration of the Term, For Cause, or Without Good Reason. (a) The Executive’s 's employment hereunder may be terminated upon either party’s election not 's failure to renew the Agreement in accordance with Section 1, by the Company for Cause, or by the Executive Without without Good Reason. If the Executive’s employment is terminated upon either party’s election not to renew the Agreement, by the Company for Cause, or by the Executive Without Good Reason, Reason and the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation which shall be paid within one (1) week on the pay date immediately following the Termination Date (as defined below) date of the Executive's termination in accordance with the Company’s 's customary payroll procedures; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal calendar year immediately preceding the Termination Datedate of the Executive's termination, which shall be paid on the otherwise applicable payment date except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement; provided that, if the Executive's employment is terminated by the Company for Cause or the Executive resigns without Good Reason, then any such earned but unpaid Annual Bonus shall be forfeited; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s 's expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s 's employee benefit plans as of the Termination Datedate of the Executive's termination; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 5.1(a)(i) through 5.1(a)(iv) are referred to herein collectively as the “"Accrued Amounts”." (b) For purposes of this Agreement, “"Cause” " shall mean:

Expiration of the Term, For Cause, or Without Good Reason. (a) The Executive’s 's employment hereunder may be terminated upon either partyExecutive’s election not failure to renew the Agreement in accordance with Section 1, by the Company for Cause, or by the Executive Without without Good Reason. If the Executive’s 's employment is terminated upon either party’s election not the Executive's failure to renew the Agreement, by the Company for Cause, or by the Executive Without without Good Reason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation which shall be paid within one (1) week following the Termination Date (as defined below) in accordance with the Company’s 's customary payroll procedures; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date date, except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement; provided that, if the Executive's employment is terminated by the Company for Cause, then any such accrued but unpaid Annual Bonus shall be forfeited; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s 's expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s 's employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 5.1(a)(i) through 5.1(a)(iv) are referred to herein collectively as the “"Accrued Amounts”". (b) For purposes of this Agreement, “"Cause” " shall mean:

Expiration of the Term, For Cause, or Without Good Reason. (a) The Executive’s employment hereunder may be terminated upon either party’s election not failure to renew the Agreement in accordance with Section 1, by the Company for Cause, or by the Executive Without without Good Reason. If the Executive’s employment is terminated upon either party’s election not failure to renew the Agreement, by the Company for Cause, or by the Executive Without without Good Reason, the Executive shall be entitled to receive: (i) any accrued accrued, but unpaid Base Salary and accrued accrued, but unused vacation which shall be paid within one (1) week on the pay date immediately following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and (iviii) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 5.1(a)(i) through 5.1(a)(iv5.1(a)(iii) are referred to herein collectively as the “Accrued Amounts.”. (b) For purposes of this Agreement, “Cause” shall mean:

Expiration of the Term, For Cause, or Without Good Reason. (a) The Executive’s employment hereunder may be terminated upon either party’s election not to renew the Agreement expiration of the Employment Term without renewal by the Company in accordance with Section 1, or during the Employment Term by the Company for Cause, Cause or by the Executive Without without Good Reason. If the Executive’s employment is terminated upon either party’s election not to renew the Agreement, by the Company for Cause, or by the Executive Without Good Reasonso terminated, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation pay which shall be paid within one (1) week on the pay date immediately following the Termination Date (as defined in Section 5.6 below) in accordance with the Company’s customary payroll procedures; (ii) any earned but unpaid Annual Bonus Incentive with respect to any completed fiscal calendar year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date date, except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, as to which the Executive may be entitled under the Company’s employee benefit plans or Equity Awards as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 5.1(a)(i) through 5.1(a)(iv) are referred to herein collectively as the “Accrued Amounts”. (b) For purposes of this Agreement, “Cause” shall mean:

Expiration of the Term, For Cause, or Without Good Reason. (a) The Executive’s employment hereunder may be terminated upon the expiration of the Employment Term without renewal by either party’s election not to renew party or during the Agreement in accordance with Section 1, Employment Term by the Company for Cause, Cause or by the Executive Without without Good Reason. If the Executive’s employment is terminated upon either party’s election not to renew the Agreement, by the Company for Cause, or by the Executive Without Good Reasonso terminated, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation pay which shall be paid within one (1) week on the pay date immediately following the Termination Date (as defined in Section 5.6 below) in accordance with the Company’s customary payroll procedures; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal calendar year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date date, except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, as to which the Executive may be entitled under the Company’s employee benefit plans or Equity Awards as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 5.1(a)(i) through 5.1(a)(iv) are referred to herein collectively as the “Accrued Amounts”. (b) For purposes of this Agreement, “Cause” shall mean:

Expiration of the Term, For Cause, or Without Good Reason. (a) The Executive’s 's employment hereunder may be terminated upon either party’s election not 's failure to renew the Agreement in accordance with Section 1, by the Company for Cause, Cause or by the Executive Without without Good Reason. If the Executive’s 's employment is terminated upon either party’s election not 's failure to renew the Agreement, by the Company for Cause, Cause or by the Executive Without without Good Reason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation which shall be paid within one (1) week on the pay date immediately following the Termination Date (as defined below) in accordance with the Company’s 's customary payroll procedures; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date except to date; provided that, if the extent payment Executive's employment is otherwise deferred pursuant to terminated by the Company for Cause, then any applicable deferred compensation arrangementsuch accrued but unpaid Annual Bonus shall be forfeited; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s 's expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s 's employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 5.1(a)(i) through 5.1(a)(iv) are referred to herein collectively as the “"Accrued Amounts”". (b) For purposes of this Agreement, “"Cause” " shall mean:

Expiration of the Term, For Cause, or Without Good Reason. (a) The Executive’s employment hereunder may be terminated upon either party’s election not failure to renew the Agreement in accordance with Section 1, by the Company for Cause, or by the Executive Without without Good Reason. If the Executive’s employment is terminated upon either party’s election not failure to renew the Agreement, by the Company for Cause, or by the Executive Without without Good Reason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation which shall be paid within on the Termination Date (as defined below)/within one (1) week following the Termination Date (as defined below)/on the pay date immediately following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal year calendar immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date except to date; provided that, if the extent payment Executive’s employment is otherwise deferred pursuant to terminated by the Company for Cause, then any applicable deferred compensation arrangementsuch accrued but unpaid Annual Bonus shall be forfeited; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 5.1(a)(i) through 5.1(a)(iv) are referred to herein collectively as the “Accrued Amounts”. (b) For purposes of this Agreement, “Cause” shall mean:

Expiration of the Term, For Cause, or Without Good Reason. (a) The Executive’s employment hereunder may be terminated upon either party’s election providing written notice to the other party of its intention not to renew the Agreement in accordance with Section 1, by the Company for Cause, Cause or by the Executive Without without Good Reason. If the Executive’s employment is terminated upon either party’s election not to renew the Agreement, by the Company for Cause, or by the Executive Without Good Reason, Reason and the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation which shall be paid within one (1) week on the pay date immediately following the Termination Date (as defined below) date of the Executive’s termination in accordance with the Company’s customary payroll procedures; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal calendar year immediately preceding the Termination Datedate of the Executive’s termination, which shall be paid on the otherwise applicable payment date except ; provided that, if the Executive’s employment is terminated by the Company for Cause or the Executive resigns without Good Reason, then the Executive shall not be entitled to the extent payment is otherwise deferred pursuant to in respect of any applicable deferred compensation arrangementunpaid Annual Bonus; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s employee benefit plans Employee Benefit Plans as of the Termination Datedate of the Executive’s termination; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items The amounts described in Sections 5.1(a)(i) through 5.1(a)(iv) are referred to herein collectively as the “Accrued Amounts.”. (b) For purposes of this Agreement, “Cause” shall mean:

Expiration of the Term, For Cause, or Without Good Reason. (a) The Executive’s 's employment hereunder may be terminated upon either party’s election not to renew the Agreement in accordance with Section 1, by the Company for Cause, or by the Executive Without without Good Reason. If the Executive’s 's employment is terminated upon either party’s election not to renew the Agreement, by the Company for Cause, or by the Executive Without without Good Reason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation which shall be paid within on the Termination Date (as defined below)/within one (1) week following the Termination Date (as defined below)/on the pay date immediately following the Termination Date (as defined below) in accordance with the Company’s 's customary payroll procedures; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal year calendar immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date except to date; provided that, if the extent payment Executive's employment is otherwise deferred pursuant to terminated by the Company for Cause, then any applicable deferred compensation arrangementsuch accrued but unpaid Annual Bonus shall be forfeited; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s 's expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s 's employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 5.1(a)(i) through 5.1(a)(iv) are referred to herein collectively as the “"Accrued Amounts”". (b) For purposes of this Agreement, “"Cause” " shall mean:

Expiration of the Term, For Cause, or Without Good Reason. (a) The This Agreement and Executive’s employment hereunder may be terminated upon (x) either party’s election not to renew the Term of the Agreement in accordance with Section 1, (y) by the Company Bank for Cause, or (z) by the Executive Without without Good Reason. If the Executive’s employment is terminated upon either party’s election not to renew the AgreementIn such event, by the Company for Cause, or by the Executive Without Good Reason, the Executive shall will be entitled to receive: (i) any Any accrued but unpaid Base Salary and accrued but unused vacation which shall will be paid within one (1) week following the date of Executive’s termination (the “Termination Date (as defined below) in accordance with the Company’s customary payroll proceduresDate”); (ii) any Any earned but unpaid Annual Incentive Bonus with respect to any completed fiscal calendar year immediately preceding the Termination Date, which shall will be paid on the otherwise applicable payment date (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement); provided that if Executive’s employment is terminated by the Bank for Cause, then any such accrued but unpaid Annual Incentive Bonus will be forfeited; (iii) reimbursement Reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall will be subject to and paid in accordance with the CompanyBank’s expense reimbursement policypolicies and procedures; and (iv) such Such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the CompanyBank’s employee benefit plans as of the Termination Date; provided that, in no event shall the will Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 5.1(a)(i3(a)(i) through 5.1(a)(iv3(a)(iv) are referred to herein collectively as the “Accrued Amounts”. (b) For purposes of this Agreement, “Cause” shall mean:

Expiration of the Term, For Cause, or Without Good Reason. (a) The Executive’s employment hereunder may be terminated upon either party’s election not failure to renew the Agreement in accordance with Section 1, by the Company for Cause, Cause or by the Company or the Executive Without without Good Reason. If the Executive’s employment is terminated upon either party’s election not failure to renew the Agreement, by the Company for Cause, Cause or by the Executive Without without Good Reason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary (including any Owed Base Salary) and accrued but unused vacation which shall be paid within one (1) week on the pay date immediately following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal calendar year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date date, except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangementarrangement as mutually agreed to by the parties; provided that, if the Executive’s employment is terminated by the Company for Cause, then any such accrued but unpaid Annual Bonus shall be forfeited; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 5.1(a)(i) through 5.1(a)(iv) are referred to herein collectively as the “Accrued Amounts”. (b) For purposes of this Agreement, “Cause” shall mean:

Expiration of the Term, For Cause, or Without Good Reason. (a) The Executive’s employment hereunder may be terminated upon either party’s election not failure to renew the Agreement in accordance with Section 1, by the Company for Cause, Cause or by the Executive Without without Good Reason. If the Executive’s employment is terminated upon either party’s election not failure to renew the Agreement, by the Company for Cause, Cause or by the Executive Without without Good Reason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation which shall be paid within one (1) week on the pay date immediately following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date except to date; provided that, if the extent payment Executive’s employment is otherwise deferred pursuant to terminated by the Company for Cause, then any applicable deferred compensation arrangementsuch accrued but unpaid Annual Bonus shall be forfeited; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 5.1(a)(i) through 5.1(a)(iv) are referred to herein collectively as the “Accrued Amounts”. (b) For purposes of this Agreement, “Cause” shall mean:

Expiration of the Term, For Cause, or Without Good Reason. (a) The Executive’s employment hereunder may be terminated upon either partythe Executive’s election not failure to renew the Agreement in accordance with Section 1, immediately in writing by the Company for Cause, or by the Executive Without without Good Reason. If the Executive’s employment is terminated upon either partythe Executive’s election not failure to renew the Agreement, by the Company for Cause, or by the Executive Without without Good Reason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation which shall be paid within one (1) week on the pay date immediately following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and (iviii) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 5.1(a)(i) through 5.1(a)(iv5.1(a)(iii) are referred to herein collectively as the “Accrued Amounts”. (b) For purposes of this Agreement, “Cause” shall mean:

Expiration of the Term, For Cause, or Without Good Reason. (a) The Executive’s 's employment hereunder may be terminated upon the expiration of the Employment Term without renewal by either party’s election not to renew the Agreement party in accordance with Section 1, 1 or during the Employment Term by the Company for Cause, Cause or by the Executive Without without Good Reason. If the Executive’s 's employment is terminated upon either party’s election not to renew the Agreement, by the Company for Cause, or by the Executive Without Good Reasonso terminated, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation pay which shall be paid within one (1) week on the pay date immediately following the Termination Date (as defined in Section 5.6 below) in accordance with the Company’s 's customary payroll procedures; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal calendar year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date date, except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s 's expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, as to which the Executive may be entitled under the Company’s 's employee benefit plans or Equity Awards as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 5.1(a)(i) through 5.1(a)(iv) are referred to herein collectively as the “"Accrued Amounts”". (b) For purposes of this Agreement, “"Cause” " shall mean:

Expiration of the Term, For Cause, or Without Good Reason. (a) The Executive’s 's employment hereunder may be terminated upon either party’s election not 's failure to renew the Agreement in accordance with Section 1, by the Company for Cause, or by the Executive Without without Good Reason. If the Executive’s 's employment is terminated upon either party’s election not 's failure to renew the Agreement, by the Company for Cause, or by the Executive Without without Good Reason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation which shall be paid within on the Termination Date (as defined below)/within one (1) week following the Termination Date (as defined below)/on the pay date immediately following the Termination Date (as defined below) in accordance with the Company’s 's customary payroll procedures; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal year calendar immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date except to date; provided that, if the extent payment Executive's employment is otherwise deferred pursuant to terminated by the Company for Cause, then any applicable deferred compensation arrangementsuch accrued but unpaid Annual Bonus shall be forfeited; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s 's expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s 's employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 5.1(a)(i. (a) (i) through 5.1(a)(iv) are referred to herein collectively as the “"Accrued Amounts”". (b) For purposes of this Agreement, “"Cause” " shall mean:

Expiration of the Term, For Cause, or Without Good Reason. (a) The Executive’s employment hereunder may be terminated upon either party’s election not failure to renew the Agreement in accordance with Section 1, by the Company for Cause, or by the Executive Without without Good Reason. If the Executive’s employment is terminated upon either party’s election not failure to renew the Agreement, by the Company for Cause, or by the Executive Without without Good Reason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation which shall be paid within on the Termination Date (as defined below)/within one (1) week following the Termination Date (as defined below)/on the pay date immediately following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal year calendar immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date except to date; provided that, if the extent payment Executive’s employment is otherwise deferred pursuant to terminated by the Company for Cause, then any applicable deferred compensation arrangementsuch accrued but unpaid Annual Bonus shall be forfeited; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 5.1(a)(i. (a) (i) through 5.1(a)(iv) are referred to herein collectively as the “Accrued Amounts”. (b) For purposes of this Agreement, “Cause” shall mean:

Expiration of the Term, For Cause, or Without Good Reason. (a) The Executive’s employment hereunder may be terminated upon either party’s election not to renew the Agreement expiration of the Employment Term without renewal by the Company in accordance with Section 1, or during the Employment Term by the Company for Cause, Cause or by the Executive Without without Good Reason. If the Executive’s employment is terminated upon either party’s election not to renew the Agreement, by the Company for Cause, or by the Executive Without Good Reasonso terminated, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation pay which shall be paid within one (1) week on the pay date immediately following the Termination Date (as defined in Section 5.6 below) in accordance with the Company’s customary payroll procedures; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal calendar year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date date, except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, as to which the Executive may be entitled under the Company’s employee benefit plans or Equity Awards as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 5.1(a)(i5.1(a) (i) through 5.1(a)(iv5.1(a) (iv) are referred to herein collectively as the “Accrued Amounts”. (b) For purposes of this Agreement, “Cause” shall mean:

Expiration of the Term, For Cause, or Without Good Reason. (a) The Executive’s employment hereunder may be terminated upon either party’s election not to renew the Agreement expiration of the Employment Term without renewal by the Company in accordance with Section 1, or during the Employment Term by the Company for Cause, Cause or by the Executive Without without Good Reason. If the Executive’s employment is terminated upon either party’s election not to renew the Agreement, by the Company for Cause, or by the Executive Without Good Reasonso terminated, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation pay which shall be paid within one (1) week on the pay date immediately following the Termination Date (as defined in Section 5.6 below) in accordance with the Company’s customary payroll procedures; (ii) any earned but unpaid Annual Bonus Incentive with respect to any completed fiscal calendar year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date date, except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, as to which the Executive may be entitled under the Company’s employee benefit plans or Equity Awards as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 5.1(a)(i5.1(a) (i) through 5.1(a)(iv5.1(a) (iv) are referred to herein collectively as the “Accrued Amounts”. (b) For purposes of this Agreement, “Cause” shall mean:

Expiration of the Term, For Cause, or Without Good Reason. (a) The Executive’s 's employment hereunder may be terminated upon either party’s election not 's failure to renew the Agreement in accordance with Section 1, by the Company for Cause, Cause or by the Executive Without without Good Reason. If the Executive’s 's employment is terminated upon either party’s election not 's failure to renew the Agreement, by the Company for Cause, Cause or by the Executive Without without Good Reason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation time, both of which shall be paid within one (1) week following on the Termination Date (as defined below) in accordance with the Company’s 's customary payroll procedures; (ii) any earned but unpaid Annual Bonus Incentive Compensation with respect to any completed fiscal year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangementdate; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s 's expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s 's employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 5.1(a)(i) through 5.1(a)(iv) are referred to herein collectively as the “"Accrued Amounts”". (b) For purposes of this Agreement, “"Cause” " shall mean:

Expiration of the Term, For Cause, or Without Good Reason. (a) The Executive’s 's employment hereunder may be terminated upon either party’s election not 's failure to renew the Agreement in accordance with Section 1, by the Company for Cause, or by the Executive Without without Good Reason. If the Executive’s employment is terminated upon either party’s election not to renew the Agreement, by the Company for Cause, or by the Executive Without Good Reason, Reason and the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation which shall be paid within one (1) week on the pay date immediately following the Termination Date (as defined below) date of the Executive’s termination in accordance with the Company’s customary normal payroll procedures; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal calendar year immediately preceding the Termination Datedate of the Executive's termination, which shall be paid on the otherwise applicable payment date except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement; provided that, if the Executive's employment is terminated by the Company for Cause or the Executive resigns without Good Reason, then any such earned but unpaid Annual Bonus shall be forfeited; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s 's expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s 's employee benefit plans as of the Termination Datedate of the Executive's termination; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 5.1(a)(i) through 5.1(a)(iv) are referred to herein collectively as the “"Accrued Amounts”." (b) For purposes of this Agreement, “"Cause” " shall mean: