Common use of Failure to Renew or Termination without Cause Clause in Contracts

Failure to Renew or Termination without Cause. In addition to the Company’s right not to renew the Term as contemplated under Section 1, the Company may terminate Executive’s employment immediately at any time without Cause upon written notice to Executive. 4.4.1 If the Company terminates Executive’s employment during any Term without Cause or the Company elects not to enter into any Renewal Term, Executive shall receive the following: (a) the Salary Continuation Payments, for a period of twelve (12) months following the date of termination, (b) an amount equal to one times (1X) the target annual cash bonus opportunity of Executive based on the high-point of the range set forth in Section 3.1, payable in a lump sum in cash on the date of termination (the “Annual Cash Bonus Payment”), (c) the Prior Year Bonus, if any, (d) the Pro-Rata Bonus, based on the high-point of the range set forth in Section 3.1, (e) the Continued Health Insurance, and (f) notwithstanding anything in any plan, Incentive Unit Agreement, award agreement, omnibus agreement, or any similar agreement or other document between the Company and Executive to the contrary, as of the effective date of termination, accelerated vesting of any unvested equity awards or equity interests held by Executive scheduled to vest or that do vest at any time within the twelve (12) month period from and after the effective date of termination because of time or if any performance conditions are met during the period from termination to the last day of the twelve (12) month period following termination with any valuation based on Fair Market Value during such period but without regard to any liquidity condition that may be built into such performance condition, with any settlement that may be due to Executive made in accordance with the terms and conditions of the applicable plan, Incentive Unit Agreement, award agreement, omnibus agreement and/or other document or agreement (the “Accelerated Vesting”). 4.4.2 Upon a termination of Executive’s employment without Cause under this Section 4.4, except as specifically set forth in subsection 4.4.1 above, all of Executive’s rights to compensation and benefits under Section 3 or otherwise shall immediately terminate, except that Executive shall be entitled to the Accrued Rights.

Failure to Renew or Termination without Cause. In addition to the Company’s right not to renew the Term as contemplated under Section 1, the Company may terminate Executive’s employment immediately at any time without Cause upon written notice to Executive. 4.4.1 If the Company terminates Executive’s employment during any Term without Cause or the Company elects not to enter into any Renewal Term, Executive shall receive the following: (a) the Salary Continuation Payments, for a period of twelve eighteen (1218) months following the date of termination, (b) an amount equal to one one-and-one-half times (1X1.5X) the target annual cash bonus opportunity of Executive based on the high-point of the range set forth in Section 3.1, payable in a lump sum in cash on the date of termination (the “Annual Cash Bonus Payment”), (c) the Prior Year Bonus, if any, (d) the Pro-Rata Bonus, based on the high-point of the range set forth in Section 3.1, (e) the Continued Health Insurance, and (f) notwithstanding anything in any plan, Incentive Unit Agreement, award agreement, omnibus agreement, or any similar agreement or other document between the Company and Executive to the contrary, as of the effective date of termination, accelerated vesting of any unvested equity awards or equity interests held by Executive scheduled to vest or that do vest at any time within the twelve eighteen-month (1218) month period from and after the effective date of termination because of time or if any performance conditions are met during the period from termination to the last day of the twelve eighteen-month (1218) month period following termination with any valuation based on Fair Market Value during such period but without regard to any liquidity condition that may be built into such performance condition, with any settlement that may be due to Executive made in accordance with the terms and conditions of the applicable plan, Incentive Unit Agreement, award agreement, omnibus agreement and/or other document or agreement (the “Accelerated Vesting”). 4.4.2 Upon a termination of Executive’s employment without Cause under this Section 4.4, except as specifically set forth in subsection 4.4.1 above, all of Executive’s rights to compensation and benefits under Section 3 or otherwise shall immediately terminate, except that Executive shall be entitled to the Accrued Rights.