Common use of Involuntary Termination Without Cause or Resignation for Good Reason Clause in Contracts

Involuntary Termination Without Cause or Resignation for Good Reason. In the event of Executive’s Separation from Service by reason of Executive’s involuntary termination without Cause (as defined in the Stock Option Agreement) or Executive’s resignation for Good Reason (as defined in the Stock Option Agreement), provided that Executive executes and delivers to the Company within fifty (50) days following Executive’s Separation from Service, and does not revoke, a standard mutual release of claims with the Company, Executive will receive severance benefits consisting of: (A) A total severance benefit in an amount equal to: (1) twelve (12), multiplied by (2) Executive’s monthly Base Salary as in effect immediately prior to the date of Separation from Service. Such severance benefit shall be payable in twelve (12) equal monthly installments on the first day of each calendar month, commencing on the first day of the calendar month on or next following the sixtieth (60th) day after the date of Executive’s Separation from Service, subject to Section 8.2(A); (B) Acceleration of vesting with respect to 25% of the Executive’s then unvested options and restricted shares outstanding at the time of termination, subject to Section 8.2(B); and (C) For the period beginning on the date of Executive’s Separation from Service and ending on the date which is twelve (12) full months following the date of Executive’s Separation from Service (or, if earlier, the date on which the applicable continuation period expires), the Company shall provide Executive and his eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Separation from Service with continuation coverage under COBRA for a monthly premium equal to the monthly premium Executive would have been required to pay for health coverage for Executive and his eligible dependents who were covered by the Company’s health plans if Executive were an active employee (provided that Executive shall be solely responsible for all matters relating to his continuation of coverage pursuant to COBRA, including, without limitation, his election of such overage and his timely payment of premiums). Such continuation coverage shall be provided through insurance in accordance with the exemption under Treasury Regulation Section 1.409A-1(a)(5).

Involuntary Termination Without Cause or Resignation for Good Reason. In the event of ExecutiveIf Employer terminates Employee’s Separation from Service by reason of Executive’s involuntary termination employment without Cause (as defined in the Stock Option Agreement) Cause, or Executive’s resignation if Employee resigns for Good Reason (as defined Reason, and in either case whether the Stock Option Agreement)Termination Date occurs before or after a Change in Control, provided that Executive executes and delivers then, subject to the Company within fifty (50) days following Executive’s Separation from Serviceconditions identified below and the provisions of Section 10 below, and does not revoke, a standard mutual release of claims with the Company, Executive will receive severance benefits consisting ofEmployer shall: (Ai) A total pay Employee severance benefit in an amount equal to: (1) to twelve (12), multiplied by (2) Executivemonths of Employee’s monthly Base Salary base salary as in effect of immediately prior to the date Termination Date, less normal payroll withholdings, provided that such severance shall not exceed two times the lesser of Separation (A) the Code § 401(a)(17) compensation limit for the year in which the Termination Date occurs, or (B) Employee’s annualized compensation based upon the annual rate of pay for services to Employer for the calendar year prior to the calendar year in which the Termination Date occurs (adjusted for any increase during that year that was expected to continue indefinitely if the Employee had not separated from Service. Such service), with such severance benefit shall be payable in to Employee over the twelve (12) equal monthly month period commencing from and after the Termination Date, in accordance with Employer’s normal payroll schedule; provided, however, that any installments that otherwise would be payable on Employer’s regular payroll dates between the first day of each calendar month, commencing on Termination Date and the first day expiration of the calendar month on or next following the sixtieth (60th) day rescission period applicable to Release will be delayed until Employer’s first regular payroll date that is after the date of Executive’s Separation from Service, subject to Section 8.2(A); (B) Acceleration of vesting with respect to 25% expiration of the Executiverescission period applicable to Release and included with the installment payable on such payroll date, and provided further that if the severance otherwise payable to Employee is reduced to zero (0) by application of the maximum limitation identified above, then Employer shall in the alternative pay Employee severance equal to twelve (12) months of Employee’s then unvested options base salary as of immediately prior to the Termination Date, less normal payroll withholdings, payable to Employee over the twelve (12) month period commencing from and restricted shares outstanding at after the time Termination Date, in accordance with Employer’s normal payroll schedule, except that any amounts that remain payable as of termination, subject to Section 8.2(B)the Short-Term Deferral Deadline shall be paid in a lump sum no later than the Short-Term Deferral Deadline; and (Cii) For if Employee is eligible for and takes all steps necessary to continue Employee’s group health insurance coverage with Employer following the period beginning on Termination Date (including completing and returning the date forms necessary to elect COBRA coverage), pay for the portion of Executive’s Separation from Service and ending on the date which is premium costs for such coverage that Employer would pay if Employee remained employed by Employer, at the same level of coverage that was in effect as of the Termination Date, through the earliest of: (A) the twelve (12) full months following month anniversary of the Termination Date, (B) the date of Executive’s Separation Employee becomes eligible for group health insurance coverage from Service any other employer, or (or, if earlier, C) the date Employee is no longer eligible to continue Employee’s group health insurance coverage with Employer under applicable law. Payment of any severance pay or benefits under this Section 3.a. will be conditioned on which Employee’s execution (and non-rescission) of a Release and continued compliance with Employee’s obligations under this Agreement and the applicable continuation period expires), the Company shall provide Executive and his eligible dependents who were covered Confidentiality Agreement. Any severance payments under the Company’s health plans as of the date of Executive’s Separation from Service with continuation coverage under COBRA for a monthly premium equal to the monthly premium Executive would have been required to pay for health coverage for Executive and his eligible dependents who were covered by the Company’s health plans if Executive were an active employee (provided that Executive this Section 3.a. shall be solely responsible for all matters relating subject to his continuation of coverage pursuant normal payroll withholdings. Employer and Employee intend the severance payments and benefits under this Section 3.a. to COBRA, including, without limitation, his election of such overage and his timely payment of premiums)be a “short-term deferral” under Treas. Such continuation coverage shall be provided through insurance in accordance with the exemption Reg. § 1.409A-1(b)(4) and/or a “separation pay plan due to involuntary separation from service” under Treasury Regulation Section 1.409A-1(a)(5Treas. Reg. § 1.409A-1(b)(9)(iii).

Involuntary Termination Without Cause or Resignation for Good Reason. The Company shall be entitled to terminate the Executive’s employment without Cause and the Executive may resign his employment with Good Reason, each upon ninety (90) days written notice. In the event of such termination, the Executive shall be entitled to receive the Accrued Obligations and subject to the Executive’s Separation from Service by reason continuing compliance with the terms of this Agreement (including without limitation Sections 4, 5, and 6) and the Confidentiality Agreement and subject to the Executive’s involuntary execution of a release of claim in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”) and such Release becoming effective within sixty (60) days following the termination date (such sixty (60) day period, the “Release Execution Period”), the Executive shall be entitled to receive all of the following (without Cause any duplication): i. Xxxxxxxxx pay in the form of a lump sum payment equal to two (2) times the sum of (a) the Executive’s Base Salary then in effect and (b) two (2) times the maximum Cash Bonus then in effect for the current year; which amounts shall be paid within fourteen (14) days following the end of the Release Execution Period. ii. Any earned but unpaid Revenue Bonus with respect to any completed fiscal year immediately preceding the termination date, the amount of 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. Any Revenue Bonus the Executive would have earned for the full year in which such termination occurred prorated based on the date of termination as follows: The applicable Revenue Bonus for that year will be multiplied by a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year the Executive’s employment was terminated and the denominator of which is three hundred sixty five (365). Such amount shall be paid on the applicable payment date, except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement. iv. All rights to which the Executive is entitled under each equity award as determined in accordance with the terms of the equity plans, programs, or award agreement under which any such equity has been granted; provided, however, notwithstanding the terms of any such plan, program or applicable equity award agreements: a. all outstanding unvested stock options or stock appreciation rights granted to the Executive during the Employment Period that do not vest based on the attainment of performance goals shall become fully vested and exercisable for the remainder any applicable term; b. all outstanding equity-based compensation awards (other than any stock options or stock appreciation rights) granted to Executive during the Employment Period that do not vest based on the attainment of performance goals, shall become fully vested and the restrictions thereon shall lapse; provided that, any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Section 409A (as defined in Section 9 below) of the Stock Option Agreement) or Executive’s resignation for Good Reason Code (as defined in Section 9 below) shall remain in effect; and c. all outstanding stock options, stock appreciation rights and other equity-based compensation awards granted to Executive during the Stock Option Agreement), provided Employment Period that vest based on the attainment of performance goals shall remain outstanding without regard to any service requirements and shall vest or be forfeited in accordance with the terms of the applicable award agreements. v. If the Executive executes and delivers timely elects continuation coverage pursuant to the Company Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within fifty (50) days following the time period prescribed pursuant to COBRA for the Executive and the Executive’s Separation from Serviceeligible dependents, and does not revoke, a standard mutual release of claims with then the Company, Company will reimburse the Executive will receive severance benefits consisting of: for the COBRA premiums for such coverage (A) A total severance benefit in an amount equal to: (1) twelve (12), multiplied by (2) Executive’s monthly Base Salary as at the coverage levels in effect immediately prior to the date Executive’s termination) until the earlier of Separation (A) a period of thirty-six (36) months from Service. Such severance benefit shall be payable in twelve (12) equal monthly installments on the first day of each calendar month, commencing on the first day of the calendar month on or next following the sixtieth (60th) day after the date of Executive’s Separation from Service, subject to Section 8.2(A); termination or (B) Acceleration of vesting with respect to 25% of the date upon which the Executive and/or the Executive’s then unvested options and restricted shares outstanding at the time of termination, subject to Section 8.2(B); and (C) For the period beginning on the date of Executive’s Separation from Service and ending on the date which is twelve (12) full months following the date of Executive’s Separation from Service (or, if earlier, the date on which the applicable eligible dependents are no longer eligible for COBRA continuation period expires), coverage. The reimbursements will be made by the Company shall provide to the Executive and his eligible dependents who were covered under consistent with the Company’s health plans as normal expense reimbursement policy. For the avoidance of doubt, the date of Executive’s Separation from Service with COBRA reimbursement payments may be used for any purpose, including, but not limited to continuation coverage under COBRA for a monthly premium equal to the monthly premium Executive would have been required to pay for health coverage for Executive and his eligible dependents who were covered by the Company’s health plans if Executive were an active employee (provided that Executive shall be solely responsible for all matters relating to his continuation of coverage pursuant to COBRA, including, without limitation, his election of such overage and his timely payment of premiums). Such continuation coverage shall will be provided through insurance in accordance with the exemption under Treasury Regulation Section 1.409A-1(a)(5)subject to all applicable tax withholdings.