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. (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.

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.