Common use of For Cause or Without Good Reason Clause in Contracts

For Cause or Without Good Reason. (a) The Executive’s employment hereunder may be terminated by the Company for Cause or by the Executive without Good Reason. If the Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason during the Employment Term, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation, which amounts shall be paid on the next scheduled pay date following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures (or such earlier date required by applicable law); (ii) any earned but unpaid Annual Bonus with respect to the calendar or fiscal year ending 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 the terms of this Agreement; and (iv) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the express provisions of the Employee Benefit Plans as of the Termination Date; provided, however, 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:

For Cause or Without Good Reason. (a) The Executive’s employment hereunder may be terminated by the Company for Cause or by the Executive without Good Reason. If the Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason during the Employment TermReason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation, which amounts shall be paid on the next scheduled pay date immediately following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures (or such earlier date required by applicable law)procedures; (ii) any earned but unpaid Annual Bonus with respect to the any completed calendar or fiscal year ending immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date except to 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 the terms of this Agreementpolicy; and (iv) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the express provisions of the Employee Benefit Plans Company’s employee benefit plans as of the Termination Date; provided, however, 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 Amended Agreement, “Cause” shall mean:

For Cause or Without Good Reason. (a) The Executive’s employment hereunder may be terminated by the Company for Cause or by the Executive without Good Reason. If the Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason during the Employment TermReason, the Executive shall be entitled to receivereceive the following: (i) any Any accrued but unpaid Base Salary and accrued but unused vacation, vacation which amounts shall be paid on the next scheduled pay date immediately following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures (or such earlier date required by applicable law)procedures; (ii) any earned but unpaid Annual Bonus with respect to the calendar or fiscal year ending 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 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 the terms of this Agreement; andpolicy; (iviii) such Such employee benefits (including equity compensation)benefits, if any, to which the Executive may be entitled under the express provisions of the Company’s Employee Benefit Plans as of the Termination Date; provided, however, 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; and (iv) Any earned but unpaid Annual Bonus with respect to any completed calendar year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date; provided that the Executive executes an effective release of claims, as set forth in Section 4(e). Items 5.1(a)(i4(a)(i) through 5.1(a)(iv4(a)(iv) are referred to herein collectively as the “Accrued Amounts”.” (b) For purposes of this Agreement, “Cause” shall mean:

For Cause or Without Good Reason. (a) i. The Executive’s employment hereunder may be terminated by the Company for Cause or by the Executive without Good Reason. If the Executive’s employment is terminated terminated, by the Company for Cause or by the Executive without Good Reason during the Employment TermReason, the Executive shall be entitled to receive: (i) 1. any accrued but unpaid Base Salary and accrued but unused vacation, vacation which amounts shall be paid [on the next scheduled 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 (or such earlier date required by applicable law)procedures; (ii) 2. any earned but unpaid Annual Bonus with respect to the any completed calendar or fiscal year ending 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) 3. 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 the terms of this Agreementpolicy; and (iv) 4. such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the express provisions of the Employee Benefit Plans Company’s employee benefit plans as of the Termination Date; provided, however, 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)(1) through 5.1(a)(iv5(a)(i)(4) are referred to herein collectively as the “Accrued Amounts”.” (b) ii. For purposes of this Agreement, “Cause” shall mean:

For Cause or Without Good Reason. (a) i. The Executive’s employment hereunder may be terminated by the Company for Cause or by the Executive without Good Reason. If the Executive’s employment is terminated terminated, by the Company for Cause or by the Executive without Good Reason during the Employment TermReason, the Executive shall be entitled to receive: (i) 1. any accrued but unpaid Base Salary and accrued but unused vacation, vacation which amounts shall be paid [on the next scheduled 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 (or such earlier date required by applicable law)procedures; (ii) 2. any earned but unpaid Annual Bonus with respect to the any completed calendar or fiscal year ending 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) 3. 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 the terms of this Agreementpolicy; and (iv) 4. such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the express provisions of the Employee Benefit Plans Company’s employee benefit plans as of the Termination Date; provided, however, 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)(1) through 5.1(a)(iv5(a)(i)(4) are referred to herein collectively as the “Accrued Amounts”.” (b) ii. For purposes of this Agreement, “Cause” shall mean:

For Cause or Without Good Reason. (a) i. The Executive’s 's employment hereunder may be terminated by the Company for Cause Cause, or by the Executive without Good Reason. If the Executive’s 's employment is terminated by the Company for Cause Cause, or by the Executive without Good Reason during the Employment TermReason, the Executive shall be entitled to receive: (i) 1. any accrued but unpaid Base Salary and accrued but unused vacation, vacation which amounts shall be paid on the next scheduled on the pay date immediately following the Termination Date (as defined below) in accordance with the Company’s 's customary payroll procedures (or such earlier date required by applicable law)procedures; (ii) 2. any earned but unpaid Annual Bonus with respect to the calendar or any completed fiscal year ending 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) 3. 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 the terms of this Agreementpolicy; and (iv) 4. such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the express provisions of the Employee Benefit Plans Company's employee benefit plans as of the Termination Date; provided, however, 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) i. For purposes of this Agreement, “"Cause” " shall mean:

For Cause or Without Good Reason. (a) The Executive’s employment hereunder may be terminated by the Company for Cause or by the Executive without Good Reason. If the Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason during the Employment TermReason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation, vacation which amounts shall be paid on the next scheduled pay date following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures (or such earlier date required by applicable law); (ii) any earned but unpaid Annual Bonus with respect to the calendar or any completed fiscal year ending 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 arrangementamount of which shall be determined by the Board in its discretion, as set forth in section 3(B)); (iii) reimbursement for unreimbursed reasonable and necessary business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy and the terms of this Agreementpolicy; and (iv) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the express provisions of the Employee Benefit Plans Company’s employee benefit plans as of the Termination Date; provided, however, 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)(i7.A.(i) through 5.1(a)(iv7.A.(iv) are referred to herein collectively as the “Accrued Amounts.” (b) For purposes of this Agreement, “Cause” shall mean:

For Cause or Without Good Reason. (a1) The ExecutiveConsultant’s employment hereunder may be terminated by the Company for Cause (as defined below) or by Consultant without Good Reason as defined below. If Consultant’s employment is terminated by Company for Cause or by the Executive Consultant without Good Reason. If the Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason during the Employment Term, the Executive Consultant shall be entitled to receive:receive (all such items being collectively referred to as the “Accrued Amounts”): (i) any accrued but unpaid Base Salary and accrued but unused vacation, vacation which amounts shall be paid on the next scheduled pay date immediately following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures (or such earlier date required by applicable law)consistent with past practices; (ii) any accrued or earned but unpaid Annual Bonus with respect to the calendar annual bonus or fiscal year ending immediately preceding other compensation payable under Section 3.1 as of 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 Consultant prior to the ExecutiveTermination Date, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy and in effect as of the terms of this Agreementdate such expenses were incurred; and (iv) such employee benefits (including equity compensation), if any, as to which the Executive Consultant may be entitled under the express provisions of the Employee Benefit Plans Company’s employee benefit plans as of the Termination Date; provided, however, provided that, in no event shall the Executive Consultant 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.” (b2) For purposes of this Agreement, “Cause” shall meanmeans: (i) Consultant’s willful failure to perform Consultant’s duties consistent with the Consultant’s position (other than any such failure resulting from incapacity due to physical or mental illness), provided that such failure causes material harm to Company or its Affiliates; (ii) Consultant’s willful engagement in dishonesty, illegal conduct or gross misconduct, which is, in each case, materially injurious to Company or its affiliates; (iii) Consultant’s embezzlement, misappropriation or fraud, whether or not related to Consultant’s employment with Company. (iv) Consultant’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude; (v) gross negligence, recklessness or willful misconduct by the Consultant in the performance of his duties;

For Cause or Without Good Reason. (a) The Executive’s employment hereunder may be terminated by the Company for Cause Cause, or by the Executive without Good Reason. If the Executive’s employment is terminated by the Company for Cause Cause, or by the Executive without Good Reason during the Employment TermReason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation, which amounts shall be paid on the next scheduled pay date immediately following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures (or such earlier date required by applicable law)procedures; (ii) any earned but unpaid Annual Bonus with respect to the calendar or fiscal year ending 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 the terms of this Agreementpolicy; and (iii) 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. (iv) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the express provisions of the Employee Benefit Plans Company’s employee benefit plans as of the Termination Date; provided, however, 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:

For Cause or Without Good Reason. (a) The Executive’s employment hereunder may be terminated by the Company for Cause (as defined below) or by the Executive without Good Reason. If the Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason during the Employment TermReason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation, vacation which amounts shall be paid on the next scheduled pay date immediately following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures (or such earlier date but in any event no later than required by applicable law); (ii) any earned but unpaid Annual Bonus with respect to the calendar or any completed fiscal year ending 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 the terms of this Agreementpolicy; and (iv) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the express provisions of the Employee Benefit Plans Company’s employee benefit plans as of the Termination Date; provided, however, 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:

For Cause or Without Good Reason. (a) The Executive’s employment hereunder may be terminated by the Company for Cause Cause, or by the Executive without Good Reason. If the Executive’s employment is terminated by the Company for Cause Cause, or by the Executive without Good Reason during the Employment TermReason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation, which amounts shall be paid on the next scheduled pay date immediately following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures (or such earlier date required by applicable law)procedures; (ii) any earned but unpaid Annual Bonus with respect to the calendar or fiscal year ending 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 the terms of this Agreementpolicy; and iii) 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. iv) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the express provisions of the Employee Benefit Plans Company’s employee benefit plans as of the Termination Date; provided, however, 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:

For Cause or Without Good Reason. (a) The Executive’s employment hereunder may be terminated by the Company for Cause Cause, or by the Executive without Good Reason. If the Executive’s employment is terminated by the Company for Cause Cause, or by the Executive without Good Reason during the Employment TermReason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation, which amounts shall be paid on the next scheduled pay date immediately following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures (or such earlier date required by applicable law)procedures; (ii) any earned but unpaid Annual Bonus with respect to the calendar or fiscal year ending 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 the terms of this Agreementpolicy; and (iviii) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the express provisions of the Employee Benefit Plans Company’s employee benefit plans as of the Termination Date; provided, however, 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. 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. (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:

For Cause or Without Good Reason. (a) The Executive’s employment hereunder may be terminated by the Company for Cause Cause, or by the Executive without Good Reason. If the Executive’s employment is terminated by the Company for Cause Cause, or by the Executive without Good Reason during the Employment TermReason, the Executive shall be entitled to receive: (i) : any accrued but unpaid Base Salary and accrued but unused vacation, which amounts shall be paid on the next scheduled pay date immediately following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures (or such earlier date required by applicable law); (ii) any earned but unpaid Annual Bonus with respect to the calendar or fiscal year ending 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) procedures; 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 policy; and the terms of this Agreement; and (iv) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the express provisions of the Employee Benefit Plans Company’s employee benefit plans as of the Termination Date; provided, however, 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.” ” such employee benefits (b) For purposes including equity compensation), if any, to which the Executive may be entitled under the Company’s employee benefit plans as of this Agreementthe Termination Date; provided that, “Cause” in no event shall mean:the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein.

For Cause or Without Good Reason. (a) The Executive’s employment hereunder may be terminated by the Company for Cause or by the Executive without Good Reason. If the Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason during the Employment Term, and the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation, which amounts shall be paid on the next scheduled 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 (or such earlier date required by applicable law)procedures; (ii) any earned but unpaid Annual Bonus with respect to the calendar or any completed fiscal year ending immediately preceding the Termination Datedate of the Executive’s termination, 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 or the Executive resigns without Good Reason, 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 the terms of this Agreementpolicy; and (iv) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the express provisions of the Employee Benefit Plans Company’s employee benefit plans as of the Termination Datedate of the Executive’s termination; provided, however, 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:

For Cause or Without Good Reason. (a) i. The Executive’s employment hereunder may be terminated by the Company for Cause or by the Executive without Good Reason. If the Executive’s employment is terminated terminated, by the Company for Cause or by the Executive without Good Reason during the Employment TermReason, the Executive shall be entitled to receive: (i) 1. any accrued but unpaid Base Salary and accrued but unused vacation, vacation which amounts shall be paid on the next scheduled pay date within one (1) week following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures (or such earlier date a shorter period of time if required by applicable law); (ii) 2. any earned but unpaid Annual Bonus with respect to the any completed calendar or fiscal year ending 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 or by the Executive without Good Reason, then any such accrued but unpaid Annual Bonus shall be forfeited; (iii) 3. 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 the terms of this Agreementpolicy; and (iv) 4. such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the express provisions of the Employee Benefit Plans Company’s employee benefit plans as of the Termination Date; provided, however, 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; provided further that, in that instance all outstanding equity awards shall be subject to the terms of the plan or the equity award. (a) (i)(1) through 5.1(a)(iv5(a)(i)(4) are referred to herein collectively as the “Accrued Amounts”.” (b) ii. For purposes of this Agreement, “Cause” shall mean:

For Cause or Without Good Reason. (a1) The Executive’s employment hereunder may be terminated by the Company for Cause (as defined below) or by the Executive without Good ReasonReason as defined below. If the Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason during the Employment TermReason, the Executive shall be entitled to receive:receive (all such items being collectively referred to as the “Accrued Amounts”): (i) any accrued but unpaid Base Salary and accrued but unused vacation, vacation which amounts shall be paid on the next scheduled pay date immediately following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures (or such earlier date required by applicable law)consistent with past practices; (ii) any accrued or earned but unpaid Annual Bonus with respect to the calendar annual bonus or fiscal year ending immediately preceding other compensation payable under Section 3.5 as of 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 Executive prior to the ExecutiveTermination Date, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy and in effect as of the terms of this Agreementdate such expenses were incurred; and (iv) such employee benefits (including equity compensation), if any, as to which the Executive may be entitled under the express provisions of the Employee Benefit Plans Company’s employee benefit plans as of the Termination Date; provided, however, 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.” (b2) For purposes of this Agreement, “Cause” means: (i) Executive’s willful failure to perform Executive’s duties consistent with the Executive’s position (other than any such failure resulting from incapacity due to physical or mental illness), provided that such failure causes material harm to Company or its Affiliates; (ii) Executive’s willful engagement in dishonesty, illegal conduct or gross misconduct, which is, in each case, materially injurious to Company or its affiliates; (iii) Executive’s embezzlement, misappropriation or fraud, whether or not related to Executive’s employment with Company; (iv) Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude; (v) gross negligence, recklessness or willful misconduct by the Executive in the performance of his duties; (vi) Executive’s willful unauthorized disclosure of Confidential Information (as defined below); or (vii) Executive’s material breach of any material obligation under this Agreement which material breach causes material harm to Company or its Affiliates For purposes of this provision, and notwithstanding anything to the contrary in this Agreement, no act or failure to act on the part of Executive shall meanbe considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the advice of counsel for Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of Company. Notwithstanding the foregoing, termination of Executive’s employment shall not be deemed to be for Cause unless and until Company delivers to Executive a copy of (i) a resolution duly adopted by the affirmative vote of not less than sixty percent (60%) of the Board finding that Executive is guilty of the conduct described in any of (i)-(vi) above, and (ii) written notice stating in reasonable detail the basis for termination and an opportunity of at least thirty (30) days in duration (such duration to be determined in good faith by the Company), to cure such failure, breach or refusal, except for a failure, breach or refusal which, by its nature, cannot reasonably be expected to be cured. Such written notice shall specifically state the length of the cure period, and what steps that Company deems necessary for Executive to properly cure such circumstance(s); provided, however, that in all cases, if Company does not terminate Executive’s employment for Cause within sixty (60) days after the later of (1) Company’s first discovery of the applicable grounds, or (2) expiration of the cure periods hereunder without the cure being fully effected, then Company will be deemed to have waived Company’s right to terminate for Cause with respect to such grounds. (3) For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following, in each case during the Term without Executive’s written consent:

For Cause or Without Good Reason. (a) The Executive’s employment hereunder may be terminated by the Company for Cause or by the Executive without Good Reason. If the Executive’s employment is terminated by the Company for Cause Cause, or by the Executive without Good Reason during the Employment Term, and the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation, paid time off which amounts shall be paid on the next scheduled 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 (or such earlier date required by applicable law)procedures; (ii) any earned but unpaid Annual Bonus with respect to the calendar or any completed fiscal year ending 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 expense reimbursement policy and the terms of this Agreementpolicy; and (iv) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the express provisions of the Employee Benefit Plans Company’s employee benefit plans as of the Termination Datedate of the Executive’s termination; provided, however, 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:

For Cause or Without Good Reason. (a) The Executive’s 's employment hereunder may be terminated by the Company for Cause or by the Executive without Good Reason. If the Executive’s 's employment is terminated by the Company for Cause or by the Executive without Good Reason during the Employment TermReason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation, vacation which amounts shall be paid on the next scheduled pay date immediately following the Termination Date (as defined below) in accordance with the Company’s 's customary payroll procedures (or such earlier date required by applicable law)procedures; (ii) any earned but unpaid Annual Bonus with respect to the calendar or fiscal year ending 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 's expense reimbursement policy and the terms of this Agreementpolicy; and (iviii) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the express provisions of the Employee Benefit Plans Company's employee benefit plans as of the Termination Date; provided, however, 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)(iDocuSign Envelope ID: A7459A88-60C9-49A2-BDA6-A31093DE5357 (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:"

For Cause or Without Good Reason. (a) The Executive’s employment hereunder may be terminated by the Company for Cause or by the Executive without Good Reason. If the Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason during the Employment TermReason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary and accrued but unused vacation, vacation which amounts shall be paid on the next scheduled pay date immediately following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures (or such earlier date required by applicable law)procedures; (ii) any earned but unpaid Annual Bonus with respect to the any completed calendar or fiscal year ending 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 the terms of this Agreementpolicy; and (iv) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the express provisions of the Employee Benefit Plans Company’s employee benefit plans as of the Termination Date; provided, however, 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)(iv) are referred to herein collectively as the “Accrued Amounts”.” (b) For purposes of this Agreement, “Cause” shall mean: