Common use of Good Leaver Termination Clause in Contracts

Good Leaver Termination. Upon termination of Executive's employment (a) by the Company other than for Cause, (b) by Executive for Good Reason, or (c) due to death or Disability (a “Good Leaver Termination”), Executive shall be entitled to receive: (i) Executive’s Base Salary through the Termination Date; (ii) reimbursement of reimbursable expenses incurred on or prior to the Termination Date in accordance with Section 3(c); (iii) any prior year's Annual Bonus to the extent earned but not yet paid and a pro rata Annual Bonus for the calendar year in which termination occurs, with any performance metrics based on actual performance at the end of the annual performance period; (iv) other than the PNQ Option, vesting of fifty percent (50%) of any unvested portion of any equity awards existing as of the Termination Date; provided that any vested options (other than the PNQ Option), including any accelerated options pursuant to this section, shall remain exercisable until the end of the term of such options; (v) a severance payment in an amount equal to 1.5 times the sum of Executive’s annual Base Salary and target Annual Bonus (with such target Annual Bonus calculated pro rata for the year as of the date of termination), payable in substantially equal installments in accordance with the Company’s payroll practice over eighteen (18) months, beginning with the Company’s first regular payroll date coincident with or following the sixtieth (60th) day after the Termination Date, provided that, if a Change in Control occurs during such eighteen (18) months, any remaining installment payments shall be paid in lump sum within ten (10) days following such Change in Control; and (vi) the value of any accrued and unused paid time off as of the Termination Date. Subject to the terms of any other benefit plans in which Executive participates, the foregoing benefits shall be the sole benefits to which Executive is entitled upon a termination of employment described in this Section 4(b). In order to receive any termination-related benefits hereunder, including but not limited to severance, Executive shall execute and deliver to the Company a release of claims in favor of the Company and its Subsidiaries and Affiliates (which shall be substantially in the form attached hereto as Exhibit A), which release shall have been delivered to the Company and shall have become irrevocable prior to the fifty-second (52nd) day following the Termination Date. Executive shall not be entitled to any other salary, bonuses, benefits, severance or other compensation after the Termination Date, except as otherwise expressly provided herein or required by applicable law.

Good Leaver Termination. Upon termination of Executive's employment (a) by the Company other than for CauseCause (including without limitation an election by the Company not to renew this Agreement under Section 4(a) above if Executive is willing and able to continue employment hereunder at the time of such non-renewal by the Company), or (b) by Executive for Good Reason, or (c) due to death or Disability Reason (a “Good Leaver Termination”), Executive shall be entitled to receive: (i) Executive’s Base Salary through the Termination DateAccrued Amounts; (ii) reimbursement of reimbursable expenses incurred on or prior to the Termination Date in accordance with Section 3(c); (iii) any prior year's Annual Bonus to the extent earned but not yet paid, payable when bonuses are paid and generally to the Company’s executive officers for such prior year, but in no event later than the March 15th next-following such prior year; (iii) a pro rata Annual Bonus for the calendar year in which termination occurs, with the payment amount of such Annual Bonus based on actual achievement of any performance metrics based on actual performance at the end of the annual performance period;; and (iv) other than the PNQ Option, vesting of fifty percent (50%) of any unvested portion of any equity awards existing as of the Termination Date; provided that any vested options (other than the PNQ Option), including any accelerated options pursuant to this section, shall remain exercisable until the end of the term of such options; (v) a severance payment in the form of continued salary payments in an amount equal to 1.5 times the sum (A) six (6) months of Executive’s annual monthly Base Salary and target Annual Bonus (with if such target Annual Bonus calculated pro rata for Good Leaver Termination occurs on or before the year as second (2nd) anniversary of the date of terminationStart Date), (B) nine (9) months of Executive’s monthly Base Salary (if such Good Leaver Termination occurs after the second (2nd) anniversary of the Start Date), or (C) twelve (12) months of Executive’s monthly Base Salary if the closing price per share of the Company’s common stock has exceeded $22.50 for a period of 30 consecutive trading days at any time prior to the occurrence of such Good Leaver Termination (which enhanced 12-month severance amount shall, for clarity, apply regardless of the timing of such termination if the foregoing stock-price goal has been attained) (the “Salary Severance”), which shall be payable in substantially equal installments in accordance with the Company’s payroll practice over eighteen (18) monthsthe applicable period, beginning with the Company’s first regular payroll date coincident with or following the sixtieth (60th) day after the Termination DateDate (with any installments otherwise payable prior to such sixtieth (60th) day paid on the first such payment date), provided that, if a Change in Control occurs during such eighteen (18) monthssalary continuation period, any remaining installment payments shall be paid in lump sum within ten (10) days following such Change in Control; and. (viv) during the value of any accrued and unused paid time off as period in which Executive is eligible to receive Salary Severance pursuant to subsection (iv) above (the “COBRA Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Termination DateCode and the regulations thereunder, the Company shall continue to provide to Executive and Executive’s dependents healthcare coverage eligibility under Section 4980B of the Code. Subject Executive shall be responsible for the premiums related to such coverage. Other than any vested benefits under any Company benefit plan (subject to the terms of any other such benefit plans in which Executive participates), the foregoing benefits shall be the sole benefits to which Executive is entitled upon a termination of employment described in this Section 4(b4(c). In order to receive any termination-related benefits hereunder, including but not limited to severance, Executive shall execute and deliver to the Company a release of claims in favor of the Company and its Subsidiaries and Affiliates (which shall be substantially in the form attached hereto as Exhibit A), which release shall have been delivered to the Company and shall have become irrevocable prior to the fifty-second (52nd) day following the later of the Termination DateDate or the date on which an executable version of such release is provided to Executive by the Company. Executive shall not be entitled to any other salary, bonuses, benefits, severance or other compensation after the Termination Date, except as otherwise expressly provided herein or required by applicable law.

Good Leaver Termination. Upon termination of ExecutiveIf Participant's employment (a) by with the Company other than for Cause, (b) by Executive for Good Reason, or (c) terminates due to death or Disability (a “Good Leaver Termination”, subject to Participant's compliance with the terms of the Employment Agreement (including execution of the Release), Executive a number of Options equal to the product (rounded to the nearest whole share) of (A) the number of Options subject to this Agreement, multiplied by (B) a fraction, (1) the numerator of which is the number of days elapsed between the Grant Date and the date of Participant's termination and (2) the denominator of which is 1136, being the number of days between the Grant Date and December 31, 2017 shall be entitled vest; provided, however, the foregoing clause shall apply only in the event of a Good Leaver Termination (I) prior to receive:a determination by the Board that the Business Plan Goal has not been attained or (II) if the Board has determined that the Business Plan Goal has been attained, prior to January 1, 2016. (i1) Executive’s Base Salary through Any Options that vest pursuant to this Section 3(b)(i) or that are otherwise vested at the time of a Good Leaver Termination Date; (ii) reimbursement of reimbursable expenses incurred on or prior to December 31, 2017 shall remain outstanding until the Termination Date first to occur of (A) the 90th day following Participant's termination, or, if later, the 90th day following expiration of any blackout period in accordance effect with Section 3(c); respect to such Options (iii) any prior year's Annual Bonus to the extent earned but not yet paid and a pro rata Annual Bonus for the calendar year in which termination occurs, with any performance metrics based on actual performance at the end avoidance of the annual performance period; (iv) other than the PNQ Option, vesting of fifty percent (50%) of any unvested portion of any equity awards existing as of the Termination Date; provided that any vested options (other than the PNQ Option)doubt, including any accelerated options period during which the Form S-8 on file with respect to the Plan is not effective), (B) the Normal Termination Date and (C) the cancellation or termination of the Options pursuant to Section 6(a), after which any unexercised Options that vested pursuant to this sectionSection 3(b)(i) shall immediately terminate. (2) If Participant's employment terminates due to a Good Leaver Termination after December 31, 2017, any Options that are vested at such time shall remain exercisable outstanding until the end first to occur of (A) the Normal Termination Date and (B) the cancellation or termination of the term of such options;Options pursuant to Section 6(a), after which any unexercised Options shall immediately terminate. (v3) a severance payment in an amount equal Any Options that are unvested at the time of Participant's Good Leaver Termination and that do not vest pursuant to 1.5 times the sum of Executive’s annual Base Salary this Section 3(b)(i) shall be immediately forfeited and target Annual Bonus (with such target Annual Bonus calculated pro rata for the year canceled, effective as of the date of Participant's termination), payable in substantially equal installments in accordance with the Company’s payroll practice over eighteen (18) months, beginning with the Company’s first regular payroll date coincident with or following the sixtieth (60th) day after the Termination Date, provided that, if a Change in Control occurs during such eighteen (18) months, any remaining installment payments shall be paid in lump sum within ten (10) days following such Change in Control; and (vi) the value of any accrued and unused paid time off as of the Termination Date. Subject to the terms of any other benefit plans in which Executive participates, the foregoing benefits shall be the sole benefits to which Executive is entitled upon a termination of employment described in this Section 4(b). In order to receive any termination-related benefits hereunder, including but not limited to severance, Executive shall execute and deliver to the Company a release of claims in favor of the Company and its Subsidiaries and Affiliates (which shall be substantially in the form attached hereto as Exhibit A), which release shall have been delivered to the Company and shall have become irrevocable prior to the fifty-second (52nd) day following the Termination Date. Executive shall not be entitled to any other salary, bonuses, benefits, severance or other compensation after the Termination Date, except as otherwise expressly provided herein or required by applicable law.

Good Leaver Termination. Upon termination of ExecutiveIf Participant's employment (a) by with the Company other than for Cause, (b) by Executive for Good Reason, or (c) terminates due to death or Disability (a “Good Leaver Termination”), Executive shall be entitled to receive: (i) Executive’s Base Salary through the Termination Date; (ii) reimbursement of reimbursable expenses incurred on or prior to December 31, 2017, subject to Participant's compliance with the Termination terms of the Employment Agreement (including execution of the Release), the Performance Goal shall be deemed satisfied at 100% of target and a number of Options equal to the product (rounded to the nearest whole share) of (a) the number of Options subject to this Agreement, multiplied by (b) a fraction, (1) the numerator of which is the number of days elapsed between the Grant Date in accordance with Section 3(c);and the date of Participant's termination and (2) the denominator of which is 1136, being the number of days between the Grant Date and December 31, 2017, shall vest. (iii1) Any Options that vest pursuant to this Section 3(b)(i) or that are otherwise vested at the time of a Good Leaver Termination on or prior to December 31, 2017 shall remain outstanding until the first to occur of (A) the 90th day following Participant's termination, or, if later, the 90th day following expiration of any prior year's Annual Bonus blackout period in effect with respect to the extent earned but not yet paid and a pro rata Annual Bonus such Options (for the calendar year in which termination occurs, with any performance metrics based on actual performance at the end avoidance of the annual performance period; (iv) other than the PNQ Option, vesting of fifty percent (50%) of any unvested portion of any equity awards existing as of the Termination Date; provided that any vested options (other than the PNQ Option)doubt, including any accelerated options period during which the Form S-8 on file with respect to the Plan is not effective), (B) the Normal Termination Date and (C) the cancellation or termination of the Options pursuant to Section 6(a), after which any unexercised Options that vested pursuant to this sectionSection 3(b)(i) shall immediately terminate. (2) If Participant's employment terminates due to a Good Leaver Termination after December 31, 2017, any Options that are vested at such time shall remain exercisable outstanding until the end first to occur of (A) the Normal Termination Date and (B) the cancellation or termination of the term of such options;Options pursuant to Section 6(a), after which any unexercised Options shall immediately terminate. (v3) a severance payment in an amount equal Any Options that are unvested at the time of Participant's Good Leaver Termination and that do not vest pursuant to 1.5 times the sum of Executive’s annual Base Salary this Section 3(b)(i) shall be immediately forfeited and target Annual Bonus (with such target Annual Bonus calculated pro rata for the year canceled, effective as of the date of Participant's termination), payable in substantially equal installments in accordance with the Company’s payroll practice over eighteen (18) months, beginning with the Company’s first regular payroll date coincident with or following the sixtieth (60th) day after the Termination Date, provided that, if a Change in Control occurs during such eighteen (18) months, any remaining installment payments shall be paid in lump sum within ten (10) days following such Change in Control; and (vi) the value of any accrued and unused paid time off as of the Termination Date. Subject to the terms of any other benefit plans in which Executive participates, the foregoing benefits shall be the sole benefits to which Executive is entitled upon a termination of employment described in this Section 4(b). In order to receive any termination-related benefits hereunder, including but not limited to severance, Executive shall execute and deliver to the Company a release of claims in favor of the Company and its Subsidiaries and Affiliates (which shall be substantially in the form attached hereto as Exhibit A), which release shall have been delivered to the Company and shall have become irrevocable prior to the fifty-second (52nd) day following the Termination Date. Executive shall not be entitled to any other salary, bonuses, benefits, severance or other compensation after the Termination Date, except as otherwise expressly provided herein or required by applicable law.