Common use of Qualifying Termination of Employment Clause in Contracts

Qualifying Termination of Employment. In the event that, during the Employment Period, (i) the Company terminates Executive’s employment without Cause, but not for reasons of Disability or death, (ii) Executive resigns for Good Reason, or (iii) Executive’s employment terminates due to a non-renewal of the Employment Period by the Company (provided that Executive is willing and able to at such time to continue in employment with the Company in terms and conditions substantially similar to those set forth herein) (any of (i), (ii) or (iii), a “Qualifying Termination”), then upon Executive’s Separation from Service (as defined below) (such date, the “Separation Date”), Executive shall receive as severance the following payments and benefits: (a) The Company shall pay to Executive a lump-sum amount equal to three times Executive’s average total annual cash compensation, including Base Salary and annual bonuses (if any), over the three years immediately preceding the Separation Date, payable within 60 days following the Separation Date; provided, however, that if any period during which Executive is entitled to consider and revoke the Release spans two calendar years, such amount shall be paid to Executive in the second (2nd) such calendar year. (b) Executive shall continue to receive all employment benefits as defined in Sections 2.4 and 2.5 above (excluding 2.5(e)), or their cash equivalent where benefit plan participation by Executive is not available or where providing such benefits would violate applicable law and/or impose penalties on the Company, for 18 months following the Separation Date. (c) The vesting of all shares of Company stock underlying or subject to stock options, restricted stock awards, stock appreciation rights or other equity awards, in each case, granted to Executive by the Company, shall be accelerated effective as of the date on which the Release becomes effective and irrevocable (and, notwithstanding anything to the contrary in the applicable Company equity plan or award agreement, shall remain outstanding and eligible to vest in accordance with this Section 5.2(c) following the Separation Date upon the effectiveness of the Release and shall be forfeited on the 60th day following the Separation Date if such awards do not become vested on or prior to such date). Notwithstanding the forgoing, the Company’s obligation to make any payment or provide any benefit under this Section 5.2 is conditioned upon the execution and delivery by Executive of a general release of claims in favor of the Company in the form attached hereto as Exhibit A (the “Release”) that becomes effective within 60 days after the Separation Date.

Qualifying Termination of Employment. 2.1 In the event thatthat (i) there is a Change in Control, and (ii) during the Employment Period, Standstill Period either (i1) the Company terminates Executive’s Employee's employment without Without Cause, but not for reasons of Disability or death, (ii2) Executive resigns Employee terminates such employment for Good Reason, or then, and only then, such events (iiii) Executive’s employment terminates due and (ii), collectively, shall be deemed for purposes of this Agreement to constitute a non-renewal of the Employment Period "Qualifying Termination", which, in turn, shall entitle Employee to be paid by the Company (provided that Executive is willing or otherwise receive from the Company, as the case may be) the severance payments and able to at such time to continue benefits (collectively, the "Severance") set forth in, and in employment accordance with the Company in terms and conditions substantially similar to those set forth herein) (any of (i)provisions of, (ii) or (iii)Section 3 hereof, a “Qualifying Termination”), then upon Executive’s Separation from Service (as defined below) (such date, the “Separation Date”), Executive shall receive as severance the following payments and benefitstogether with: (a) The Company shall pay An amount, to Executive a lump-be paid in one lump sum amount within thirty (30) days of the Termination Date, equal to three times Executive’s average total annual cash compensation, including the accrued but unpaid portion of Employee's Base Salary and annual bonuses (if any), over through the three years immediately preceding the Separation Date, payable within 60 days following the Separation Termination Date; provided, however, that if any period during which Executive is entitled to consider and revoke the Release spans two calendar years, such amount shall be paid to Executive in the second (2nd) such calendar year.and (b) Executive shall continue An amount, to receive all employment benefits be paid within thirty (30) days after the earliest date following the Termination Date that the same may reasonably be calculated, equal to the greater of: (x) the pro-rata portion of the amount Employee would have earned (notwithstanding the termination of Employee's employment) as defined in Sections 2.4 and 2.5 above (excluding 2.5(e))Employee's cash bonus, or their cash equivalent where benefit plan participation by Executive is not available or where providing such benefits would violate applicable law and/or impose penalties on the Companyif any, for 18 months following the Separation Date. (c) The vesting of all shares of Company stock underlying or subject to stock options, restricted stock awards, stock appreciation rights or other equity awards, in each case, granted to Executive by the Company, shall be accelerated effective as of the date on which the Release becomes effective and irrevocable (and, notwithstanding anything to the contrary in the applicable Company equity plan or award agreement, shall remain outstanding and eligible to vest in accordance with this Section 5.2(c) following the Separation Date upon the effectiveness of the Release and shall be forfeited on the 60th day following the Separation Date if such awards do not become vested on or prior to such date). Notwithstanding the forgoing, the Company’s obligation to make any payment or provide any benefit under this Section 5.2 is conditioned upon the execution and delivery by Executive of a general release of claims in favor fiscal year of the Company during which the Qualifying Termination occurs, calculated from the commencement of such fiscal year through the Termination Date (the "Stub Bonus Period"); or (y) the amount calculated by multiplying Employee's Bonus by a quotient, the numerator of which is the number of days contained in the form attached hereto as Exhibit A Stub Bonus Period, and the denominator of which is 365. 2.2 Notwithstanding anything herein to the contrary, it is understood and agreed that there shall not be deemed to be a Qualifying Termination for purposes of this Agreement, nor shall Employee be entitled to any Severance or other benefits provided for herein, in the event: (a) the “Release”Company shall have terminated Employee's employment For Cause, or if Employee's employment with the Company shall terminate by reason of Employee's death or Permanent Disability; or (b) that becomes effective Employee shall terminate Employee's employment and, at the time of such termination, the Company shall be entitled to terminate such employment For Cause and the Company shall have sent, or shall send, Employee, within 60 10 days after of the Separation DateCompany's receipt of Employee's notice of termination, a notice of termination by the Company specifying the "For Cause" termination.

Qualifying Termination of Employment. In During the event thatTerm, during the Employment Periodif Executive has a Qualifying Termination of Employment, then: (i) Employer shall pay to Executive in a lump sum in cash within 30 days after the Company terminates Date of Termination, the exact payment date to be determined by Employer, Executive’s employment without Cause, but Base Salary through the Date of Termination to the extent not for reasons of Disability or death, theretofore paid (the “Accrued Salary”); (ii) subject to Section 12 hereof, Employer shall pay to Executive resigns an amount equal to two (2) times Executive’s then current Base Salary (or, in the case of a termination for Good Reason, or the Base Salary in effect immediately prior to the diminution in Base Salary giving rise to termination) (the “Severance Amount”), payable in a single lump sum with the first payroll date to occur after the 60th day following the Date of Termination; provided that the first such payment shall consist of all amounts payable to Executive pursuant to this Section 6(a)(ii) between the Date of Termination and the first payroll date to occur after the 60th day following the Date of Termination; (iii) if Executive elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s employment terminates due to eligible dependents would be entitled under COBRA, then for a non-renewal period of eighteen (18) months after the Employment Period by Date of Termination (the Company (provided that Executive is willing and able to at such time to continue in employment with the Company in terms and conditions substantially similar to those set forth herein) (any of (i), (ii) or (iii), a “Qualifying TerminationHealth Benefits Continuation Period”), then upon Executive’s Separation from Service (as defined below) (such date, the “Separation Date”), Executive shall receive as severance the following payments and benefits: (a) The Company Employer shall pay to Executive a lump-sum an amount in cash equal to three times Executive’s average total annual cash compensation, including Base Salary the excess of (A) the COBRA cost of such coverage over (B) the amount that Executive would have had to pay for such coverage if Executive had remained employed during the Health Benefits Continuation Period and annual bonuses (if any), over paid the three years immediately preceding the Separation Date, payable within 60 days following the Separation Dateactive employee rate for such coverage; provided, however, that (1) that if Executive becomes eligible to receive group health benefits under a program of a subsequent employer or otherwise (including coverage available to Executive’s spouse), Employer’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; (2) the Health Benefits Continuation Period shall run concurrently with any period during for which Executive is entitled eligible to consider elect health coverage under COBRA; (3) Employer-paid portion of the monthly premium for such group health benefits, determined in accordance with Code Section 4980B and revoke the Release spans two calendar years, such amount shall be paid to Executive in the second (2nd) such calendar year. (b) Executive shall continue to receive all employment benefits as defined in Sections 2.4 and 2.5 above (excluding 2.5(e)), or their cash equivalent where benefit plan participation by Executive is not available or where providing such benefits would violate applicable law and/or impose penalties on the Company, for 18 months following the Separation Date. (c) The vesting of all shares of Company stock underlying or subject to stock options, restricted stock awards, stock appreciation rights or other equity awards, in each case, granted to Executive by the Companyregulations thereunder, shall be accelerated effective treated as of the date on which the Release becomes effective and irrevocable (and, notwithstanding anything to the contrary taxable compensation by including such amount in the applicable Company equity plan or award agreement, shall remain outstanding and eligible to vest Executive’s income in accordance with applicable rules and regulations; (4) during the Health Benefits Continuation Period, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than the effect of any overall coverage benefits under the applicable plans); (5) the reimbursement of an eligible taxable expense shall be made as soon as practicable but not later than December 31 of the year following the year in which the expense was incurred; and (6) Executive’s rights pursuant to this Section 5.2(c6(a)(iii) following the Separation Date upon the effectiveness of the Release and shall not be forfeited on the 60th day following the Separation Date if such awards do not become vested on subject to liquidation or prior to such date)exchange for another benefit. Notwithstanding the forgoing, the Company’s obligation to make any payment or provide any The benefit under described in this Section 5.2 6(a)(iii) is conditioned upon the execution and delivery by Executive of a general release of claims in favor of the Company in the form attached hereto referred to as Exhibit A (the “ReleaseHealth Coverage Benefit;”) that becomes effective within 60 days after the Separation Date.

Qualifying Termination of Employment. (a) In the event thatthat (i) there is a Change in Control, and (ii) during the Employment Standstill Period either (1) the Company terminates the Executive's employment Without Cause, or (2) the Executive terminates such employment for Good Reason, then, and only then, such events (i) and (ii), collectively, shall be deemed for purposes of this Agreement to constitute a "Qualifying Termination", which, in turn, shall entitle the Executive to be paid by the Company (or otherwise receive from the Company, as the case may be) the severance payments and benefits (collectively, the "Severance") set forth in, and in accordance with the provisions of, Section 3 hereof, together with: (A) An amount, to be paid in one lump sum within thirty (30) days of the Termination Date, equal to the accrued but unpaid portion of the Executive's Base Salary through the Termination Date; and (B) An amount, to be paid within thirty (30) days after the earliest date following the Termination Date that the same may reasonably be calculated, equal to the greater of: (x) the pro-rata portion of the amount the Executive would have earned (notwithstanding the termination of the Executive's employment) as the Executive's cash bonus, if any, for the fiscal year of the Company during which the Qualifying Termination occurs, calculated from the commencement of such fiscal year through the Termination Date (the "Stub Bonus Period"); or (y) the amount calculated by multiplying the Executive's Bonus by a quotient, the numerator of which is the number of days contained in the Stub Bonus Period, and the denominator of which is 365. (b) Notwithstanding anything herein to the contrary, it is understood and agreed that there shall not be deemed to be a Qualifying Termination for purposes of this Agreement, nor shall the Executive be entitled to any Severance or other benefits provided for herein, in the event: (i) the Company terminates shall have terminated the Executive’s 's employment without For Cause, but not for reasons of Disability or death, (ii) Executive resigns for Good Reason, or (iii) if the Executive’s employment terminates due to a non-renewal of the Employment Period by the Company (provided that Executive is willing and able to at such time to continue in 's employment with the Company in terms and conditions substantially similar to those set forth herein) (any shall terminate by reason of (i), the Executive's death or Permanent Disability; or (ii) or the Executive shall terminate the Executive's employment and, at the time of such termination, the Company shall be entitled to terminate such employment For Cause (iiisubject to any applicable cure period and the delivery of the resolution and notice with opportunity to be heard described in Section 8 below), a “Qualifying Termination”)and further the Company shall have sent, then upon Executive’s Separation from Service (as defined below) (such dateor shall send, the “Separation Date”)Executive, Executive shall receive as severance the following payments and benefits: (a) The Company shall pay to Executive a lump-sum amount equal to three times Executive’s average total annual cash compensation, including Base Salary and annual bonuses (if any), over the three years immediately preceding the Separation Date, payable within 60 10 days following the Separation Date; provided, however, that if any period during which Executive is entitled to consider and revoke the Release spans two calendar years, such amount shall be paid to Executive in the second (2nd) such calendar year. (b) Executive shall continue to receive all employment benefits as defined in Sections 2.4 and 2.5 above (excluding 2.5(e)), or their cash equivalent where benefit plan participation by Executive is not available or where providing such benefits would violate applicable law and/or impose penalties on of the Company's receipt of the Executive's notice of termination, for 18 months following the Separation Date. (c) The vesting a notice of all shares of Company stock underlying or subject to stock options, restricted stock awards, stock appreciation rights or other equity awards, in each case, granted to Executive termination by the Company, shall be accelerated effective as of Company specifying the date on which the Release becomes effective and irrevocable (and, notwithstanding anything to the contrary in the applicable Company equity plan or award agreement, shall remain outstanding and eligible to vest in accordance with this Section 5.2(c) following the Separation Date upon the effectiveness of the Release and shall be forfeited on the 60th day following the Separation Date if such awards do not become vested on or prior to such date). Notwithstanding the forgoing, the Company’s obligation to make any payment or provide any benefit under this Section 5.2 is conditioned upon the execution and delivery by Executive of a general release of claims in favor of the Company in the form attached hereto as Exhibit A (the “Release”) that becomes effective within 60 days after the Separation Date"For Cause" termination.