Common use of Relocation Reimbursements Clause in Contracts

Relocation Reimbursements. (i) Executive will be eligible to receive reimbursement for reasonable temporary housing and travel between Chicago, Illinois and San Diego, California for up to twelve (12) months, plus an amount equal to the full gross up for any taxable income Executive may recognize as a result of such reimbursement (the “Initial Relocation Reimbursement”). The Initial Relocation Reimbursement will be paid to Executive in accordance with the terms and conditions of Company’s expense reimbursement policy and provided Executive remains an employee of the Company on the date(s) the Initial Relocation Reimbursement is paid to Executive. Notwithstanding the foregoing, if, prior to the first anniversary of the Effective Date (x) Executive’s employment with the Company terminates due to Executive’s voluntary resignation other than for Good Reason or (y) the Company terminates Executive’s employment with the Company for Cause, then, Executive must repay the gross amount of the Initial Relocation Reimbursement paid to the Company within thirty (30) days of the date of such termination of employment. (ii) Executive will be eligible to receive reimbursement for reasonable relocation expenses related to relocation to the San Diego Metropolitan area from Chicago, Illinois, up to a maximum of $200,000, plus an additional amount equal to the full gross up for any taxable income Executive may recognize as a result of such reimbursement (the “Subsequent Relocation Reimbursement”). Expenses covered by the Subsequent Relocation Reimbursement will be paid to Executive as incurred by him in accordance with the terms and conditions of Company’s expense reimbursement policy. The Company acknowledges that certain expenses eligible to be reimbursed through the Subsequent Relocation Reimbursement may occur beyond the twelve (12)-month anniversary of the Effective Date and that reasonable relocation expenses may include, inter alia, real estate agent fees, moving and shipping fees, any capital loss on the sale of Executive’s current home, and any monthly housing payments Executive makes on his current Chicago residence after purchasing a residence in San Diego. Notwithstanding the foregoing, if either (i) Executive has failed to permanently relocate his (and his family’s) residence to the San Diego Metropolitan area as of the twelve (12)-month anniversary of the Effective Date, or (ii) prior to such relocation Executive’s employment is terminated by the Company for Cause or by Executive without Good Reason, then Executive shall not be entitled to payment of any portion of the Subsequent Relocation Reimbursement (including, notwithstanding Section 6(a)(iii), reimbursement for expenses already incurred), and Executive shall be required to repay to the Company the gross amount of any portion of the Subsequent Relocation Reimbursement already received. For purposes of clarification, the Subsequent Relocation Reimbursement will not be subject to any clawback by the Company once paid, except as provided in the preceding sentence.

Relocation Reimbursements. If Executive relocates to the Goleta, California area prior to the second anniversary of the Prior Agreement Effective Date, the Company will pay or otherwise reimburse Executive up to a maximum gross amount of $100,000 (inclusive of any tax gross up payments on the following) for the following expenses incurred prior to the second anniversary of the Prior Agreement Effective Date during the Term of Employment: (i) reasonable moving expenses incurred by Executive will be eligible and his immediate family for the packing, loading, insuring, and transferring household goods and furnishings during their relocation from Executive’s primary residence in Sxxxxxxx, New Jersey to receive the Goleta, California area, plus up to sixty days of storage for such items, (ii) reasonable costs for Executive to move himself and his spouse from the Sxxxxxxx, New Jersey area to the Goleta, California area (i.e., mileage reimbursement for one vehicle, shipping costs for one vehicle, and up to two nights of lodging and reasonable temporary housing and travel between Chicagomeal expenses), Illinois and San Diego, California (iii) reasonable costs for up to twelve (12) months, plus an amount equal two house-hunting trips to the full gross Goleta, California area (i.e., reimbursement of coach airfare, up to three nights of lodging expenses, and reasonable meal expenses for any taxable income Executive may recognize as and his spouse), and (iv) the closing costs on the purchase of a result of such reimbursement new personal home in the Goleta, California area (including loan origination and inspections fees, but excluding points and realtor fees) ((i) through (iv) collectively, the “Initial Relocation ReimbursementReimbursements”). All reimbursement requests made pursuant to this section must be submitted within 60 days of the date they are incurred, and are subject to the Company’s reimbursement policy, including appropriate substantiation for any such requests. The Initial Relocation Reimbursement Reimbursements will be paid to Executive in accordance with the terms and conditions of Company’s expense grossed up for applicable taxes upon payment or reimbursement policy and provided Executive remains an employee of the Company on the date(s) the Initial Relocation Reimbursement is paid to Executive. Notwithstanding In addition, within 30 days of the foregoingactual move date, ifthe Company will pay Executive a lump sum payment of $5,000 for miscellaneous moving expenses (“Relocation Stipend” and, together with the Relocation Reimbursements, the “Relocation Payments”). If, prior to the first second anniversary of the Effective Date (x) Executive’s employment with the Company terminates due date Executive first incurred any expense subject to Executive’s voluntary resignation other than for Good Reason or (y) the Company terminates Executive’s employment with the Company for Causereimbursement under this paragraph, then, Executive must repay the gross amount of the Initial Relocation Reimbursement paid to the Company within thirty (30) days of the date of such termination of employment. (ii) Executive will be eligible to receive reimbursement for reasonable relocation expenses related to relocation to the San Diego Metropolitan area from Chicago, Illinois, up to a maximum of $200,000, plus an additional amount equal to the full gross up for any taxable income Executive may recognize as a result of such reimbursement (the “Subsequent Relocation Reimbursement”). Expenses covered by the Subsequent Relocation Reimbursement will be paid to Executive as incurred by him in accordance with the terms and conditions of Company’s expense reimbursement policy. The Company acknowledges that certain expenses eligible to be reimbursed through the Subsequent Relocation Reimbursement may occur beyond the twelve (12)-month anniversary of the Effective Date and that reasonable relocation expenses may include, inter alia, real estate agent fees, moving and shipping fees, any capital loss on the sale of Executive’s current home, and any monthly housing payments Executive makes on his current Chicago residence after purchasing a residence in San Diego. Notwithstanding the foregoing, if either (i) Executive has failed to permanently relocate his (and his family’s) residence to the San Diego Metropolitan area as of the twelve (12)-month anniversary of the Effective Date, or (ii) prior to such relocation Executive’s employment is terminated by the Company for Cause or by Executive voluntarily without Good Reason, then Executive shall agrees to repay the Company a portion of the Relocation Payments within thirty (30) days of Executive’s employment termination date, with such portion equal to (i) the net after tax amount of the Relocation Payments multiplied by (ii) a fraction (A) the numerator of which is equal to the difference between (x) twenty-four (24) minus (y) the number of completed months between the date of Executive’s relocation to the Goleta, California area and the date Executive’s employment with the Company terminates and (B) the denominator of which is twenty-four (24). For clarity, if Executive’s employment is terminated by the Company without Cause or by Executive voluntarily for Good Reason, Executive will not be entitled obligated to payment of repay any portion of the Subsequent Relocation Reimbursement (including, notwithstanding Section 6(a)(iii), reimbursement for expenses already incurred), and Executive shall be required to repay to the Company the gross amount of any portion of the Subsequent Relocation Reimbursement already received. For purposes of clarification, the Subsequent Relocation Reimbursement will not be subject to any clawback by the Company once paid, except as provided in the preceding sentencePayments.

Relocation Reimbursements. (i) If Executive will be eligible relocates to receive reimbursement for reasonable temporary housing and travel between Chicago, Illinois and San Diegothe Goleta, California for up to twelve (12) months, plus an amount equal to the full gross up for any taxable income Executive may recognize as a result of such reimbursement (the “Initial Relocation Reimbursement”). The Initial Relocation Reimbursement will be paid to Executive in accordance with the terms and conditions of Company’s expense reimbursement policy and provided Executive remains an employee of the Company on the date(s) the Initial Relocation Reimbursement is paid to Executive. Notwithstanding the foregoing, if, area prior to the first anniversary of the Effective Date (x) Executive’s employment with the Company terminates due to Executive’s voluntary resignation other than for Good Reason or (y) the Company terminates Executive’s employment with the Company for Cause, then, Executive must repay the gross amount of the Initial Relocation Reimbursement paid to the Company within thirty (30) days of the date of such termination of employment. (ii) Executive will be eligible to receive reimbursement for reasonable relocation expenses related to relocation to the San Diego Metropolitan area from Chicago, Illinois, up to a maximum of $200,000, plus an additional amount equal to the full gross up for any taxable income Executive may recognize as a result of such reimbursement (the “Subsequent Relocation Reimbursement”). Expenses covered by the Subsequent Relocation Reimbursement will be paid to Executive as incurred by him in accordance with the terms and conditions of Company’s expense reimbursement policy. The Company acknowledges that certain expenses eligible to be reimbursed through the Subsequent Relocation Reimbursement may occur beyond the twelve (12)-month anniversary of the Effective Date and that reasonable relocation expenses may include, inter alia, real estate agent fees, moving and shipping fees, any capital loss on the sale of Executive’s current home, and any monthly housing payments Executive makes on his current Chicago residence after purchasing a residence in San Diego. Notwithstanding the foregoing, if either (i) Executive has failed to permanently relocate his (and his family’s) residence to the San Diego Metropolitan area as of the twelve (12)-month second anniversary of the Effective Date, the Company will pay or otherwise reimburse Executive up to a maximum gross amount of $100,000 (inclusive of any tax gross up payments on the following) for the following expenses incurred prior to the second anniversary of the Effective Date during the Term of Employment: (i) reasonable moving expenses incurred by Executive and his immediate family for the packing, loading, insuring, and transferring household goods and furnishings during their relocation from Executive’s primary residence in Xxxxxxxx, New Jersey to the Goleta, California area, plus up to sixty days of storage for such items, (ii) reasonable costs for Executive to move himself and his spouse from the Xxxxxxxx, New Jersey area to the Goleta, California area (i.e., mileage reimbursement for one vehicle, shipping costs for one vehicle, and up to two nights of lodging and reasonable meal expenses), (iii) reasonable costs for up to two house-hunting trips to the Goleta, California area (i.e., reimbursement of coach airfare, up to three nights of lodging expenses, and reasonable meal expenses for Executive and his spouse), and (iv) the closing costs on the purchase of a new personal home in the Goleta, California area (including loan origination and inspections fees, but excluding points and realtor fees) ((i) through (iv) collectively, the “Relocation Reimbursements”). All reimbursement requests made pursuant to this section must be submitted within 60 days of the date they are incurred, and are subject to the Company’s reimbursement policy, including appropriate substantiation for any such requests. The Relocation Reimbursements will be grossed up for applicable taxes upon payment or reimbursement to Executive. In addition, within 30 days of the actual move date, the Company will pay Executive a lump sum payment of $5,000 for miscellaneous moving expenses (“Relocation Stipend” and, together with the Relocation Reimbursements, the “Relocation Payments”). If, prior to such relocation the second anniversary of the date Executive first incurred any expense subject to reimbursement under this paragraph, Executive’s employment is terminated by the Company for Cause or by Executive voluntarily without Good Reason, then Executive shall agrees to repay the Company a portion of the Relocation Payments within thirty (30) days of Executive’s employment termination date, with such portion equal to (i) the net after tax amount of the Relocation Payments multiplied by (ii) a fraction (A) the numerator of which is equal to the difference between (x) twenty-four (24) minus (y) the number of completed months between the date of Executive’s relocation to the Goleta, California area and the date Executive’s employment with the Company terminates and (B) the denominator of which is twenty-four (24). For clarity, if Executive’s employment is terminated by the Company without Cause or by Executive voluntarily for Good Reason, Executive will not be entitled obligated to payment of repay any portion of the Subsequent Relocation Reimbursement (including, notwithstanding Section 6(a)(iii), reimbursement for expenses already incurred), and Executive shall be required to repay to the Company the gross amount of any portion of the Subsequent Relocation Reimbursement already received. For purposes of clarification, the Subsequent Relocation Reimbursement will not be subject to any clawback by the Company once paid, except as provided in the preceding sentencePayments.

Relocation Reimbursements. If Executive relocates to the area where the Company Headquarters is located (ithe “Company Headquarters Area”) Executive will be eligible prior to receive reimbursement for reasonable temporary housing and travel between Chicago, Illinois and San Diego, California for up to the date that is twelve (12) months, plus an amount equal to the full gross up for any taxable income Executive may recognize as a result of such reimbursement (the “Initial Relocation Reimbursement”). The Initial Relocation Reimbursement will be paid to Executive in accordance with the terms and conditions of Company’s expense reimbursement policy and provided Executive remains an employee of the Company on the date(s) the Initial Relocation Reimbursement is paid to Executive. Notwithstanding the foregoing, if, prior to the first anniversary of months after the Effective Date (x) Executive’s employment the “Relocation Deadline”), the Company will pay or otherwise reimburse Executive up to a maximum gross amount of $100,000 for the following expenses incurred prior to the Relocation Deadline during the Term of Employment, in each case subject to Executive remaining employed with the Company terminates due to through the date such payment or reimbursement is paid: (i) reasonable moving expenses incurred by Executive and his immediate family for the packing, loading, insuring, and transferring household goods and furnishings during their relocation from Executive’s voluntary resignation other than for Good Reason or (y) primary residence in the Company terminates Executive’s employment with the Company for Cause, then, Executive must repay the gross amount Commonwealth of the Initial Relocation Reimbursement paid Massachusetts to the Company Headquarters Area, plus storage for such items, (ii) reasonable costs for Executive to move himself and his immediate family from the Commonwealth of Massachusetts to the Company Headquarters Area (i.e., mileage reimbursement for one vehicle, shipping costs for one vehicle, and up to two nights of lodging and reasonable meal expenses), (iii) reasonable costs for up to two house-hunting trips to the Company Headquarters Area (i.e., reimbursement of coach airfare, up to three nights of lodging expenses, and reasonable meal expenses for Executive and his immediate family), and (iv) the closing costs on the purchase of a new personal home in the Company Headquarters Area (including loan origination and inspections fees, but excluding points and realtor fees) ((i) through (iv) collectively, the “Relocation Payments”). All reimbursement requests made pursuant to this section must be submitted within thirty sixty (3060) days of the date of they are incurred, and are subject to the Company’s reimbursement policy, including appropriate substantiation for any such termination of employment. (ii) Executive requests. The Relocation Payments will be eligible grossed up for applicable taxes upon payment or reimbursement to receive reimbursement for reasonable relocation expenses related Executive, in each case subject to relocation Executive’s continued employment through such gross up is paid. If, prior to the San Diego Metropolitan area from Chicago, Illinois, up to a maximum of $200,000, plus an additional amount equal to the full gross up for any taxable income Executive may recognize as a result of such reimbursement (the “Subsequent Relocation Reimbursement”). Expenses covered by the Subsequent Relocation Reimbursement will be paid to Executive as incurred by him in accordance with the terms and conditions of Company’s expense reimbursement policy. The Company acknowledges that certain expenses eligible to be reimbursed through the Subsequent Relocation Reimbursement may occur beyond the date twelve (12)-month anniversary of 12) months after the Effective Date and that reasonable relocation expenses may includedate Executive first incurred any expense subject to reimbursement under this paragraph, inter alia, real estate agent fees, moving and shipping fees, any capital loss on the sale of Executive’s current home, and any monthly housing payments Executive makes on his current Chicago residence after purchasing a residence in San Diego. Notwithstanding the foregoing, if either (i) Executive has failed to permanently relocate his (and his family’s) residence to the San Diego Metropolitan area as of the twelve (12)-month anniversary of the Effective Date, or (ii) prior to such relocation Executive’s employment is terminated by the Company for Cause or by Executive voluntarily without Good Reason, then Executive shall agrees to repay the Company a portion of the Relocation Payments and tax gross up payments within thirty (30) days of Executive’s employment termination date, with such portion equal to (i) the entire gross amount of the Relocation Payments and tax gross up payments multiplied by (ii) a fraction (A) the numerator of which is equal to the difference between (x) twelve (12) minus (y) the number of completed months between the date of Executive’s relocation to the Company Headquarters Area and the date Executive’s employment with the Company terminates and (B) the denominator of which is twelve (12). For clarity, if Executive’s employment is terminated by the Company without Cause or by Executive voluntarily for Good Reason, Executive will not be entitled obligated to payment of repay any portion of the Subsequent Relocation Reimbursement (including, notwithstanding Section 6(a)(iii), reimbursement for expenses already incurred), and Executive shall be required to repay to the Company the gross amount of any portion of the Subsequent Relocation Reimbursement already received. For purposes of clarification, the Subsequent Relocation Reimbursement will not be subject to any clawback by the Company once paid, except as provided in the preceding sentencePayments.