Common use of Involuntary Termination without Cause/Constructive Termination, not during Change in Control Protection Period Clause in Contracts

Involuntary Termination without Cause/Constructive Termination, not during Change in Control Protection Period. If Employee’s Employment is terminated outside of the Change in Control Period other than: (1) as a termination by Employee (other than a Constructive Termination), (2) as a result of death, (3) as a result of termination due to Disability of Employee (4) for Cause or (5) as a termination due to Nonrenewal, the following shall apply. The Company shall pay to Employee (i) Employee’s base Salary and accrued PTO through the date of Termination, paid within 30 days following the termination date and (ii) a pro-rata Annual Bonus (based upon actual company performance and the days of employment in the calendar year of Termination), to be paid in a single lump sum no later than March 15 of the year following the year of termination. Employee shall also be entitled to a severance payment equal to (iii) the greater of two times Employee’s current Base Salary or the minimum Base Salary due under the remaining Term, (iv) two times Employee’s average Annual Bonus paid to Employee in the prior three years (this bonus amount referred to as the “Severance Bonus”) and (v) the COBRA Reimbursement (defined below). If an Employee’s first year bonus is to be included in the calculation of the Severance Bonus, and such bonus is pro-rated for the portion of the year the Employee was employed with the Company, then an annualized amount shall be used for the calculation. If an Employee has not participated in three bonus cycles, then the Severance Bonus will reflect the shorter period (or target if the Employee has not participated in any bonus cycles). Items (iii) and (iv) above shall be paid in a single lump sum within 30 days following the Date of Termination and the COBRA Reimbursement (item (v)) shall be paid as described below, but items (iii), (iv) and (v) are payable only if and to the extent an irrevocable and valid Release (as hereinafter defined), has been signed by the Employee on or before the 30th day following the Date of Termination.

Involuntary Termination without Cause/Constructive Termination, not during Change in Control Protection Period. If Employee’s 's Employment is terminated outside of the Change in Control Period other than: (1) as a termination by Employee (other than a Constructive Termination), (2) as a result of death, (3) as a result of termination due to Disability of Employee (4) for Cause or (5) as a termination due to Nonrenewal, the following shall apply. The Company shall pay to Employee (i) Employee’s 's base Salary and accrued PTO through the date of Termination, paid within 30 days following the termination date and (ii) a pro-rata Annual Bonus (based upon actual company performance and the days of employment in the calendar year of Termination), to be paid in a single lump sum no later than March 15 of the year following the year of termination. Employee shall also be entitled to a severance payment equal to (iii) the greater of two times Employee’s 's current Base Salary or the minimum Base Salary due under the remaining Term, (iv) two times Employee’s 's average Annual Bonus paid to Employee in the prior three years (this bonus amount referred to as the “"Severance Bonus”") and (v) the COBRA Reimbursement (defined below). If an Employee’s first year bonus is to be included in the calculation of the Severance Bonus, and such bonus is pro-rated for the portion of the year the Employee was employed with the Company, then an annualized amount shall be used for the calculation. If an Employee has not participated in three bonus cycles, then the Severance Bonus will reflect the shorter period (or target if the Employee has not participated in any bonus cycles). Items (iii) and (iv) above shall be paid in a single lump sum within 30 days following the Date of Termination and the COBRA Reimbursement (item (v)) shall be paid as described below, but items (iii), (iv) and (v) are payable only if and to the extent an irrevocable and valid Release (as hereinafter defined), has been signed by the Employee on or before the 30th day following the Date of Termination.

Involuntary Termination without Cause/Constructive Termination, not during Change in Control Protection Period. If Employee’s 's Employment is terminated outside of the Change in Control Period other than: (1) as a termination by Employee (other than a Constructive Termination), (2) as a result of death, (3) as a result of termination due to Disability of Employee (4) for Cause or (5) as a termination due to Nonrenewal, the following shall apply. The Company shall pay to Employee (i) Employee’s 's base Salary and accrued PTO through the date of Termination, paid within 30 days following the termination date and (ii) a pro-rata Annual Bonus (based upon actual company performance and the days of employment in the calendar year of Termination), to be paid in a single lump sum no later than March 15 of the year following the year of termination. Employee shall also be entitled to a severance payment equal to (iii) the greater of two times Employee’s 's current Base Salary or the minimum Base Salary due under the remaining Term, (iv) two times Employee’s 's average Annual Bonus paid to Employee in the prior three years (this bonus amount referred to as the “"Severance Bonus”") and (v) the COBRA Reimbursement (defined below). If an Employee’s first year bonus is to be included in the calculation of the Severance Bonus, and such bonus is pro-rated for the portion of the year the Employee was employed with the Company, then an annualized amount shall be used for the calculation. If an Employee has not participated in three bonus cycles, then the Severance Bonus will reflect the shorter period (or target if the Employee has not participated in any bonus cycles). Items (iii) and (iv) above shall be paid in a single lump sum within 30 days following the Date of Termination and the COBRA Reimbursement (item (v)) shall be paid as described below, but items (iii), (iv) and (v) are payable only if and to the extent an irrevocable and valid Release (as hereinafter defined), has been signed by the Employee on or before the 30th day following the Date of Termination.and

Involuntary Termination without Cause/Constructive Termination, not during Change in Control Protection Period. If Employee’s Employment is terminated outside of the Change in Control Protection Period other than: (1i) as a termination by Employee (other than a Constructive Termination), (2ii) as a result of death, (3iii) as a result of termination due to Disability of Employee (4iv) for Cause or (5v) as a termination due to Nonrenewal, the following shall apply. The Company shall pay to Employee (iA) Employee’s base Base Salary and accrued but unused PTO through the date of Termination, paid in a single lump sum within 30 days following the termination date and (iiB) a pro-rata Annual Bonus (based upon actual company Company performance and the days of employment Employment in the calendar year of Termination), to be paid in a single lump sum no later than March 15 of the year following the year of termination. Employee shall also be entitled to a severance payment equal to (iiiC) the greater of two one times Employee’s current Base Salary or the minimum Base Salary due under the remaining Term, (ivD) two one times Employee’s average Annual Bonus paid to Employee in the prior three years (this bonus amount referred to as the “Severance Bonus”) and (vE) the COBRA Reimbursement (defined below). If an Employee’s first year bonus is to be included in the calculation of the Severance Bonus, and such bonus is pro-rated for the portion of the year the Employee was employed with the Company, then an annualized amount shall be used for the calculation. If an Employee has not participated in three bonus cycles, then the Severance Bonus will reflect the shorter period (or target if the Employee has not participated in any bonus cycles). Items (iiiC) and (ivD) above shall be paid in a single lump sum within 30 days following the Date of Termination and the COBRA Reimbursement (item (vE)) shall be paid as described below, but items (iiiC), (ivD) and (vE) are payable only if and to the extent an irrevocable extent, and within 30 days after a valid Release (as hereinafter defined), has been signed by the Employee on or before the 30th day following the Date of Terminationand become effective and irrevocable pursuant to its terms.

Involuntary Termination without Cause/Constructive Termination, not during Change in Control Protection Period. If Employee’s Employment is terminated outside of the Change in Control Period other than: (1) as a termination by Employee (other than a Constructive Termination), (2) as a result of death, (3) as a result of termination due to Disability of Employee (4) for Cause or (5) as a termination due to Nonrenewal, the following shall apply. The Company shall pay to Employee (i) Employee’s base Salary and accrued PTO through the date of Termination, paid within 30 days following the termination date and (ii) a pro-rata Annual Bonus (based upon actual company performance and the days of employment in the calendar year of Termination), to be paid in a single lump sum no later than March 15 of the year following the year of termination. Employee shall also be entitled to a severance payment equal to (iii) the greater of two one times Employee’s current Base Salary or the minimum Base Salary due under the remaining Term, (iv) two one times Employee’s average Annual Bonus paid to Employee in the prior three years (this bonus amount referred to as the “Severance Bonus”) and (v) the COBRA Reimbursement (defined below). If an Employee’s first year bonus is to be included in the calculation of the Severance Bonus, and such bonus is pro-rated for the portion of the year the Employee was employed with the Company, then an annualized amount shall be used for the calculation. If an Employee has not participated in three bonus cycles, then the Severance Bonus will reflect the shorter period (or target if the Employee has not participated in any bonus cycles). Items (iii) and (iv) above shall be paid in a single lump sum within 30 days following the Date of Termination and the COBRA Reimbursement (item (v)) shall be paid as described below, but items (iii), (iv) and (v) are payable only if and to the extent an irrevocable and valid Release (as hereinafter defined), has been signed by the Employee on or before the 30th day following the Date of Termination.

Involuntary Termination without Cause/Constructive Termination, not during Change in Control Protection Period. If Employee’s 's Employment is terminated outside of the Change in Control Period other than: (1) as a termination by Employee (other than a Constructive Termination), (2) as a result of death, (3) as a result of termination due to Disability of Employee (4) for Cause or (5) as a termination due to Nonrenewal, the following shall apply. The Company shall pay to Employee (i) Employee’s 's base Salary and accrued PTO through the date of Termination, paid within 30 days following the termination date and (ii) a pro-rata Annual Bonus (based upon actual company performance and the days of employment in the calendar year of Termination), to be paid in a single lump sum no later than March 15 of the year following the year of termination. Employee shall also be entitled to a severance payment equal to (iii) the greater of two one times Employee’s 's current Base Salary or the minimum Base Salary due under the remaining Term, (iv) two one times Employee’s 's average Annual Bonus paid to Employee in the prior three years (this bonus amount referred to as the “"Severance Bonus”") and (v) the COBRA Reimbursement (defined below). If an Employee’s first year bonus is to be included in the calculation of the Severance Bonus, and such bonus is pro-rated for the portion of the year the Employee was employed with the Company, then an annualized amount shall be used for the calculation. If an Employee has not participated in three bonus cycles, then the Severance Bonus will reflect the shorter period (or target if the Employee has not participated in any bonus cycles). Items (iii) and (iv) above shall be paid in a single lump sum within 30 days following the Date of Termination and the COBRA Reimbursement (item (v)) shall be paid as described below, but items (iii), (iv) and (v) are payable only if and to the extent an irrevocable and valid Release (as hereinafter defined), has been signed by the Employee on or before the 30th day following the Date of Termination.