Common use of OTHER THAN MISCONDUCT OR DISABILITY Clause in Contracts

OTHER THAN MISCONDUCT OR DISABILITY. At any time for reasons other than Misconduct. Employee’s employment is at will and the Company may terminate this Agreement and Employee’s employment for any reason deemed sufficient by the Company upon notice as provided in Section 3.1. Upon termination for any reason(s) other than Misconduct or Disability, the Company shall pay to Employee all accrued and unpaid compensation for the period ending on the Date of Termination, including any and all pro rated cash bonuses to which Employee would otherwise be entitled, and shall provide Employee the following additional benefits: (i) The Company shall pay to Employee an amount equal to six (6) months of Employee’s Base Compensation at the rate in effect as of the Date of Termination and any and all pro rated cash bonuses to which Employee would otherwise be entitled, subject to the usual, required withholding (any such amount to be payable in equal monthly installments) at the time and in the amounts due under the Company’s regular payroll practices, as if Employee had remained employed during the period of six (6) months following the Date of Termination, provided, however, that the Company shall have the right, in its sole discretion, to accelerate any payment under this Section 3.2(b)(i). (ii) Employee’s vesting in all stock options held by Employee as of the Effective Date of this Agreement shall be accelerated to the same extent as Employee would have become vested therein if Employee had remained employed by the Company for an additional six (6) months after the Date of Termination. (iii) Provided that Employee timely elects to receive continuation of health insurance coverage pursuant to COBRA, the Company shall subsidize the premiums payable by Employee thereunder, so that Employee pays the same monthly premium as an active employee with similar coverage, for the period ending on the earlier of (A) six months following the Date of Termination, or (B) the first date as of which Employee is covered under the health insurance plan of another employer.

OTHER THAN MISCONDUCT OR DISABILITY. At any time for reasons other than MisconductMisconduct upon delivery of a Notice of Termination. Employee’s employment is at will and the Company may terminate this Agreement and Employee’s employment for any reason deemed sufficient by the Company upon notice as provided in Section 3.1Company. Upon termination However, if Employee’s employment is terminated for any reason(s) reason other than his Misconduct or Disability, then the Company Employee shall pay be entitled to Employee all accrued and unpaid compensation for the period ending on the Date of Termination, including any and all pro rated cash bonuses to which Employee would otherwise be entitled, and shall provide Employee the following additional benefits: (i) The Company shall pay to Employee an amount equal to six (6) months of Employee’s Base Compensation at the rate in effect as of the Date of Termination and any and all pro rated cash bonuses to which Employee would otherwise be entitled, subject to the usual, required withholding (any such amount to be payable in equal monthly installments) installments at the time and in the amounts due under the Company’s regular payroll practices, as if Employee had remained employed during the period of six twelve (612) months following the Date of Termination, provided, however, that the Company shall have the right, in its sole discretion, to accelerate any payment under this Section 3.2(b)(i). (ii) Employee’s vesting in all stock options held by Employee as of the Effective Date of this Agreement Initial Option described in Section 2.3(a), above, shall be accelerated to the same extent as Employee would have become vested therein if Employee had remained employed by the Company for an additional six twenty-four (624) months after the Date of Termination. (iii) Provided that Employee timely elects to receive continuation of health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall subsidize the premiums payable by Employee thereunder, so that Employee pays the same monthly premium as an active employee with similar coverage, for the period ending on the earlier of (A) six months one (1) year following the Date of Termination, or (B) the first date as of which Employee is covered under the health insurance plan of another employer.

OTHER THAN MISCONDUCT OR DISABILITY. At any time for reasons other than Misconduct. Employee’s employment is at will and the Company may terminate this Agreement and Employee’s employment for any reason deemed sufficient by the Company upon notice as provided in Section 3.1. Upon termination However, during the period commencing 90 days after the effective date of this agreement and continuing for the term of this agreement, in the event that (i) Employee has not received during the first 90 days of employment a written demand for substantial performance delivered to Employee by the Chief Executive Officer, which demand specifically identifies the manner in which the Chief Executive Officer believes that Employee has not substantially performed his duties during the first 90 days of employment, and which deficiency has not been cured by Employee to the satisfaction of the Company’s Chief Executive Officer, and (ii) Employee’s employment is terminated for any reason(s) reason other than his Misconduct or Disability, or if Employee terminates his employment with Company or successor corporation due to Good Reason, then, provided the Company Employee signs and does not revoke a standard release of claims in favor of the Company, the Employee shall pay be entitled to Employee all accrued and unpaid compensation for the period ending on the Date of Termination, including any and all pro rated cash bonuses to which Employee would otherwise be entitled, and shall provide Employee the following additional benefits: (i) The Company shall pay to Employee an amount equal to six (6) twelve months of Employee’s Employees’ Base Compensation at the rate in effect as of the Date of Termination and any and all pro rated cash bonuses to which Employee would otherwise be entitled, subject to the usual, required withholding (any such amount to be payable in equal monthly installments) installments at the time and in the amounts due under the Company’s regular payroll practices, as if Employee had remained employed during the period of six twelve (612) months following the Date of Termination, provided, however, that the Company shall have the right, in its sole discretion, to accelerate any payment under this Section 3.2(b)(isubsection (b)(i).); (ii) Employee’s vesting in all the stock options held by Employee as component of the Effective Date Bonus Option, the shares of this Agreement the First Option and the shares of the Additional Options shall be have their vesting accelerated to the same extent as Employee such options would have become vested therein if over time, without any acceleration for anticipated or pro-rata performance, had Employee had remained employed by the Company for an additional six eighteen (618) months after the Date of Termination.months; and (iii) Provided that Employee timely elects to receive continuation of health insurance coverage pursuant to COBRA, the Company shall subsidize the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) premiums payable by for continuation of Employee thereunderhealthcare benefits for so long as Employee is otherwise eligible, so that Employee pays the same monthly premium as an active employee with similar coverage, provided Employee makes a timely election for such COBRA coverage, for a period equal to the period ending on the earlier lesser of twelve (A12) six months following the Date of Termination, Termination or (B) the first date as of which Employee is becoming covered under the group health insurance plan plans of another employer.

OTHER THAN MISCONDUCT OR DISABILITY. At any time for reasons other than Misconduct. Employee’s employment is at will and the Company may terminate this Agreement and Employee’s employment for any reason deemed sufficient by the Company upon notice as provided in Section 3.1. Upon any such termination for any reason(s) other than for Misconduct or Disability, the Company shall pay to Employee all accrued and unpaid compensation for the period ending on the Date of Termination, including any and all such pro rated cash bonuses bonus to which Employee would otherwise be entitled, and if any. If such termination by the Company other than for Misconduct or Disability occurs after Employee has been employed by the Company for at least three (3) consecutive months, then in addition to the foregoing, the Company shall provide Employee the following additional severance benefits: (i) The Company shall pay to Employee an amount equal to six (6) months of Employee’s Base Compensation at the rate in effect as of the Date of Termination and any and all such pro rated cash bonuses bonus to which Employee would otherwise be entitled, if any, subject to the usual, required withholding (any such amount to be payable in equal monthly installments) installments at the time and in the amounts due under the Company’s regular payroll practices, as if Employee had remained employed during the period of six (6) months following the Date of Termination, provided, however, that the Company shall have the right, in its sole discretion, to accelerate any payment under this Section 3.2(b)(i). (ii) Employee’s vesting in all stock options held by Employee as of the Effective Date of this Agreement shall be accelerated to the same extent as Employee would have become vested therein if Employee had remained employed by the Company for an additional six (6) months after the Date of Termination. (iii) Provided that Employee timely elects to receive continuation of health insurance coverage pursuant to COBRA, the Company shall subsidize the premiums payable by Employee thereunder, so that Employee pays the same monthly premium as an active employee with similar coverage, for the period ending on the earlier of (A) six months following the Date of Termination, or (B) the first date as of which Employee is covered under the health insurance plan of another employer.

OTHER THAN MISCONDUCT OR DISABILITY. At any time for reasons other than Misconduct. Employee’s employment is at will and the Company may terminate this Agreement and Employee’s employment for any reason deemed sufficient by the Company upon notice as provided in Section 3.1. Upon termination for any reason(s) other than Misconduct or Disability, the Company shall pay to Employee all accrued and unpaid compensation for the period ending on the Date of Termination, including any and all pro rated cash bonuses to which Employee would otherwise be entitled, and shall provide Employee the following additional benefits: (i) The Company shall pay to Employee an amount equal to six (6) months of Employee’s Base Compensation at the rate in effect as of the Date of Termination and any and all pro rated cash bonuses to which Employee would otherwise be entitled, subject to the usual, required withholding (any such amount to be payable in equal monthly installments) installments at the time and in the amounts due under the Company’s regular payroll practices, as if Employee had remained employed during the period of six (6) months following the Date of Termination, provided, however, that the Company shall have the right, in its sole discretion, to accelerate any payment under this Section 3.2(b)(i). (ii) Employee’s vesting in all stock options held by Employee as of the Effective Date of this Agreement shall be accelerated to the same extent as Employee would have become vested therein if Employee had remained employed by the Company for an additional six (6) months after the Date of Termination. (iii) Provided that Employee timely elects to receive continuation of health insurance coverage pursuant to COBRA, the Company shall subsidize the premiums payable by Employee thereunder, so that Employee pays the same monthly premium as an active employee with similar coverage, for the period ending on the earlier of (A) six months following the Date of Termination, or (B) the first date as of which Employee is covered under the health insurance plan of another employer.