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

Resignation for Good Reason or Termination Without Cause. If you terminate your employment for Good Reason (as defined below) or you are terminated by the Company without Cause (as defined below) at any time during the Term, including by the Company giving you notice that it does not want the Term to be extended as provided in Section 1, you will receive a lump-sum cash payment equal to the sum of: (i) any earned but unpaid Base Salary or other amounts (including reimbursable expenses and any vested amounts or benefits owing under or in accordance with the Company's otherwise applicable employee benefit plans or programs, including retirement plans and programs) accrued or owing through the date of termination; (ii) an amount equal to 9 months of your then Base Salary plus an additional month of your then Base Salary for each year of your employment with the Company and/or an Affiliate both prior to and subsequent to the Effective Date, up to a maximum aggregate amount under this subclause (ii) equal to 2 years of your then Base Salary; and (iii) your Target Bonus for such year, prorated for the number of days that have elapsed during such year. In addition to the foregoing lump-sum payment: (w) the Company will continue your participation in the Company's medical, dental and vision plans (or if you are ineligible to continue to participate under the terms thereof, in substitute arrangements adopted by the Company providing substantially comparable benefits) for the Relevant Period (as defined below) following the date of such termination; (x) vesting of unvested stock options, restricted stock and other equity awards then held by you will be determined in accordance with the terms and conditions of the applicable equity compensation plan under which each such Equity Grant is granted; (y) outplacement services during the 6-month period following such termination provided by a service provider selected by the Company for the benefit of the executive officers of the Company; and (z) you will be credited with 2 additional years for the purposes of each of the age and service requirements of any retirement related employee benefit plans, programs and arrangements maintained by the Company and/or its Affiliates in which you participated at the time of such termination. For purposes of this Letter Agreement, the Relevant Period means, in the event you receive payments pursuant to Sections 7(a)(ii) or 8(a)(ii), the period following termination of your employment equal to the total number of months upon which the payments thereunder are calculated, up to a maximum period of 2 years. Credit for the year in which termination occurs will be given for purposes of calculating payments pursuant to Sections 7(a)(ii) or 8(a)(ii) if you have completed six months or more of service beyond the prior anniversary date of your employment.

Resignation for Good Reason or Termination Without Cause. If you terminate your employment for Good Reason (as defined below) or you are terminated by the Company without Cause (as defined below) at any time during the Term, including by the Company giving you notice that it does not want the Term to be extended as provided in Section 1, you will receive a lump-sum cash payment equal to the sum of: (i) any earned but unpaid Base Salary or other amounts (including reimbursable expenses and any vested amounts or benefits owing under or in accordance with the Company's ’s otherwise applicable employee benefit plans or programs, including retirement plans and programs) accrued or owing through the date of termination; (ii) an amount equal to 9 months 1.5 times the sum of (x) your then Base Salary plus an additional month of and (y) your then Base Salary Target Bonus for each the fiscal year of your employment with the Company and/or an Affiliate both prior to and subsequent to the Effective Date, up to a maximum aggregate amount under this subclause (ii) equal to 2 years of your then Base Salarysuch termination; and (iii) your Target Bonus for the fiscal year of such yeartermination, prorated for the number of days that have elapsed during such year. In addition to the foregoing lump-sum payment: (w) the Company will continue your participation in the Company's ’s medical, dental and vision plans (or if you are ineligible to continue to participate under the terms thereof, in substitute arrangements adopted by the Company providing substantially comparable benefits) for the Relevant Period (as defined below) 18-month period following the date of such termination; (x) vesting of unvested stock options, restricted stock and other equity awards then held by you will be determined in accordance with the terms and conditions of the applicable equity compensation plan under which each such Equity Grant is granted; (y) outplacement services during the 6-month period following such termination provided by a service provider selected by the Company for the benefit of the executive officers of the Company; and (z) you will be credited with 2 additional years for the purposes of each of the age and service requirements of any non-qualified retirement related employee benefit plans, programs and arrangements maintained by the Company and/or its Affiliates in which you participated at the time of such termination. For purposes of this Letter Agreement, the Relevant Period means, in the event you receive payments pursuant to Sections 7(a)(ii) or 8(a)(ii), the period following termination of your employment equal to the total number of months upon which the payments thereunder are calculated, up to a maximum period of 2 years. Credit for the year in which termination occurs will be given for purposes of calculating payments pursuant to Sections 7(a)(ii) or 8(a)(ii) if you have completed six months or more of service beyond the prior anniversary date of your employment.”

Resignation for Good Reason or Termination Without Cause. If you terminate your employment for Good Reason (as defined below) or you are terminated by the Company without Cause (as defined below) at any time during the Term, including by the Company giving you notice that it does not want the Term to be extended as provided in Section 1, you will receive a lump-sum cash payment equal to the sum of: of: (i) any earned but unpaid Base Salary or other amounts (including reimbursable expenses and any vested amounts or benefits owing under or in accordance with the Company's ’s otherwise applicable employee benefit plans or programs, including retirement plans and programs) accrued or owing through the date of termination;; and (ii) an amount equal to 9 months 1.5 times the sum of (x) your then Base Salary plus an additional month of your then Base Salary for each year of your employment with the Company and/or an Affiliate both prior to and subsequent to the Effective Date, up to a maximum aggregate amount under this subclause (ii) equal to 2 years of your then Base Salary; and (iiiy) your Target Bonus for the fiscal year of such year, prorated for the number of days that have elapsed during such yeartermination. In addition to the foregoing lump-sum payment: iii) You will receive the portion of your Annual Bonus for the fiscal year of termination that is tied to the achievement of the Company’s performance objectives for such fiscal year, based on the Company’s actual achievement of such performance objectives for the full fiscal year, pro-rated for the number of days that have elapsed during such fiscal year prior to the termination of your employment. You will receive any portion of your Annual Bonus for the fiscal year of termination that is tied to achievement of personal objectives for such fiscal year at “Target” level for the achievement of such personal objectives, pro-rated for the number of days that have elapsed during such fiscal year prior to the termination of your employment. The payment provided in this subparagraph (wiii) will be made following the close of the fiscal year of termination at such time as the Annual Bonus for such fiscal year is paid by the Company to its then current executives; iv) the Company will continue your participation in the Company's ’s medical, dental and vision plans (or if you are ineligible to continue to participate under the terms thereof, in substitute arrangements adopted by the Company providing substantially comparable benefits) for the Relevant Period (as defined below) 24-month period following the date of such termination;; and (xv) vesting of unvested stock options, restricted stock units and other equity awards then held by you will be determined in accordance with the terms and conditions of the applicable equity compensation plan under which each such Equity Grant equity grant is granted; (y) outplacement services during the 6-month period following such termination provided by a service provider selected by the Company for the benefit of the executive officers of the Company; and (z) you will be credited with 2 additional years for the purposes of each of the age and service requirements of any retirement related employee benefit plans, programs and arrangements maintained by the Company and/or its Affiliates in which you participated at the time of such termination. For purposes of this Letter Agreement, the Relevant Period means, in the event you receive payments pursuant to Sections 7(a)(ii) or 8(a)(ii), the period following termination of your employment equal to the total number of months upon which the payments thereunder are calculated, up to a maximum period of 2 years. Credit for the year in which termination occurs will be given for purposes of calculating payments pursuant to Sections 7(a)(ii) or 8(a)(ii) if you have completed six months or more of service beyond the prior anniversary date of your employment.

Resignation for Good Reason or Termination Without Cause. If you terminate your employment for Good Reason (as defined below) or you are terminated by the Company without Cause (as defined below) at any time during the Term, including by the Company giving you notice that it does not want the Term to be extended as provided in Section 1Cause, you will receive receive, immediately upon the effectiveness of any such termination, a lump-sum cash payment equal to the sum of: (i) any earned but unpaid Base Salary or other amounts (including reimbursable expenses and any vested amounts or benefits owing under or in accordance with the Company's ’s otherwise applicable employee benefit plans or programs, including retirement plans and programs) accrued or owing through the date of termination;termination and (ii) an amount equal to 9 months three (3) times the sum of your (A) then Base Salary and (B) the greater of your then Base Salary plus an additional month of your then Base Salary for each year of your employment with the Company and/or an Affiliate both prior to and subsequent to the Effective Date, up to a maximum aggregate amount under this subclause (ii) equal to 2 years of your then Base Salary; and (iii) your Target Bonus for such year, prorated and Annual Bonus for the number of days immediately preceding year; provided that have elapsed during you execute a release substantially in the form attached hereto as Exhibit A concurrently with such yearpayment. In addition to the foregoing lump-sum payment:, (wx) the Company will continue your participation in the Company's medical, ’s medical and dental and vision plans (or if you are ineligible to continue to participate under the terms thereof, in substitute arrangements adopted by the Company providing substantially comparable benefits), but only until, in the case of such medical and dental plans, the earlier of three (3) for the Relevant Period (as defined below) years following the date of such termination;termination of employment and the date on which you become covered by a similar plan maintained by any subsequent employer, (xy) vesting of all unvested stock options, restricted stock and other equity awards then held by you will be determined in accordance with the terms fully vest and conditions become exercisable, if applicable, as of the applicable equity compensation plan under which each effective date of such Equity Grant is granted; (y) outplacement services during the 6-month period following such termination provided by a service provider selected by the Company for the benefit of the executive officers of the Company; andtermination, (z) with respect to options and any similar equity awards (i.e. containing or requiring an exercise or similar action) held by you will be credited with 2 additional years for the purposes of each of the age and service requirements of any retirement related employee benefit plans, programs and arrangements maintained by the Company and/or its Affiliates in which you participated at the time of such termination. For purposes , such awards will remain exercisable (as if you had remained in your initial position with the Company throughout such term) for the lesser of this Letter Agreementfive (5) years and the remainder of the full term of such options, the Relevant Period meansexcept that, in the event you receive payments pursuant to Sections 7(a)(ii) or 8(a)(ii), case of the period following termination of your employment equal by the Company without Cause, any such awards granted to you after the total number of months upon which date hereof will remain exercisable (as if you had remained in your initial position with the payments thereunder are calculated, up to a maximum period of 2 years. Credit Company throughout such term) for the lesser of one (1) year and the remaining term of such options. Notwithstanding the foregoing and the Company’s Amended and Restated Special Severance Policy (as it exists on the date hereof, regardless of whether or not it is subsequently modified or terminated, the “Policy”), you affirm and acknowledge that you will not exercise your right to terminate your employment for any reason during the twelve (12) month period following the Effective Date or to terminate your employment for any reason during the thirty (30) day period commencing one year after the Effective Date and to have such termination be treated as a termination for Good Reason under the Old Letter Agreement or a Qualifying Termination (as defined in which termination occurs will be given the Policy) under the Policy; provided that you reserve the right to terminate your employment for purposes of calculating payments pursuant to Sections 7(a)(ii) or 8(a)(ii) if you have completed six months or more of service beyond the prior anniversary date of your employmentGood Reason under this Letter Agreement.

Resignation for Good Reason or Termination Without Cause. If you terminate your employment for Good Reason (as defined below) or you yon are terminated by the Company without Cause (as defined below) at any time during the Term, including by the Company giving you notice that it does not want the Term to be extended as provided in Section 1, you will receive a lump-sum cash payment equal to the sum of: (i) any earned but unpaid Base Salary or other amounts (including reimbursable expenses and any vested amounts or benefits owing under or in accordance with the Company's ’s otherwise applicable employee benefit plans or programs, including retirement plans and programs) accrued or owing through the date of termination; (ii) an amount equal to 9 months of your then Base Salary plus an additional month of your then Base Salary for each year of your employment with the Company and/or an Affiliate both prior to and subsequent to the Effective Date, up to a maximum aggregate amount under this subclause (ii) equal to 2 years of your then Base Salary; and (iii) your Target Bonus for such year, prorated for the number of days that have elapsed during such year. In addition to the foregoing lump-sum payment: (w) the Company will continue your participation in the Company's ’s medical, dental and vision plans (or if you are ineligible to continue to participate under the terms thereof, in substitute arrangements adopted by the Company providing substantially comparable benefits) for the Relevant Period (as defined below) following the date of such termination; (x) vesting of unvested stock options, restricted stock and other equity awards then held by you will be determined in accordance with the terms and conditions of the applicable equity compensation plan under which each such Equity Grant is granted; (y) outplacement services during the 6-month period following such termination provided by a service provider selected by the Company for the benefit of the executive officers of the Company; and (z) you will be credited with 2 additional years for the purposes of each of the age and service requirements of any retirement related employee benefit plans, programs and arrangements maintained by the Company and/or its Affiliates in which you participated at the time of such termination. For purposes of this Letter Agreement, the Relevant Period means, in the event you receive payments pursuant to Sections 7(a)(ii) or 8(a)(ii), the period following termination of your employment equal to the total number of months upon which the payments thereunder are calculated, up to a maximum period of 2 years. Credit for the year in which termination occurs will be given for purposes of calculating payments pursuant to Sections 7(a)(ii) or 8(a)(ii) if you have completed six months or more of service beyond the prior anniversary date of your employment.

Resignation for Good Reason or Termination Without Cause. If you terminate your employment for Good Reason (as defined below) or you are terminated by the Company without Cause (as defined below) at any time during the Term, including by the Company giving you notice that it does not want the Term to be extended as provided in Section 1, you will receive a lump-sum cash payment equal to the sum of: (i) any earned but unpaid Base Salary or other amounts (including reimbursable expenses and any vested amounts or benefits owing under or in accordance with the Company's ’s otherwise applicable employee benefit plans or programs, including retirement plans and programs) accrued or owing through the date of termination; (ii) an amount equal to 9 months of your then Base Salary plus an additional month of your then Base Salary for each year of your employment with the Company and/or an Affiliate both prior to and subsequent to the Effective Date, up to a maximum aggregate amount under this subclause (ii) equal to 2 years of your then Base Salary; and (iii) your Target Bonus for such year, prorated for the number of days that have elapsed during such year. In addition to the foregoing lump-sum payment: (w) the Company will continue your participation in the Company's ’s medical, dental and vision plans (or if you are ineligible to continue to participate under the terms thereof, in substitute arrangements adopted by the Company providing substantially comparable benefits) for the Relevant Period (as defined below) following the date of such termination; (x) vesting of unvested stock options, restricted stock and other equity awards then held by you will be determined in accordance with the terms and conditions of the applicable equity compensation plan under which each such Equity Grant is granted; (y) outplacement services during the 6-month period following such termination provided by a service provider selected by the Company for the benefit of the executive officers of the Company; and (z) you will be credited with 2 additional years for the purposes of each of the age and service requirements of any retirement related employee benefit plans, programs and arrangements maintained by the Company and/or its Affiliates in which you participated at the time of such termination. For purposes of this Letter Agreement, the Relevant Period means, in the event you receive payments pursuant to Sections 7(a)(ii) or 8(a)(ii), the period following termination of your employment equal to the total number of months upon which the payments thereunder are calculated, up to a maximum period of 2 years. Credit for the year in which termination occurs will be given for purposes of calculating payments pursuant to Sections 7(a)(ii) or 8(a)(ii) if you have completed six months or more of service beyond the prior anniversary date of your employment.

Resignation for Good Reason or Termination Without Cause. If you terminate your employment for Good Reason (as defined below) or you are terminated by the Company without Cause (as defined below) at any time during the Term, including by the Company giving you notice that it does not want the Term to be extended as provided in Section 1, you will receive a lump-sum cash payment equal to the sum of: (i) any earned but unpaid Base Salary or other amounts (including reimbursable expenses and any vested amounts or benefits owing under or in accordance with the Company's ’s otherwise applicable employee benefit plans or programs, including retirement plans and programs) accrued or owing through the date of termination; (ii) an amount equal to 9 months of your then Base Salary plus an additional month of your then Base Salary for each year of your employment with the Company and/or an Affiliate both prior to and subsequent to the Effective DateAffiliate, up to a maximum aggregate amount under this subclause (ii) equal to 2 years of your then Base Salary; and (iii) your Target Bonus for such year, prorated for the number of days that have elapsed during such year. In addition to the foregoing lump-sum payment: (w) the Company will continue your participation in the Company's ’s medical, dental and vision plans (or if you are ineligible to continue to participate under the terms thereof, in substitute arrangements adopted by the Company providing substantially comparable benefits) for the Relevant Period (as defined below) following the date of such termination; (x) vesting of unvested stock options, restricted stock and other equity awards then held by you will be determined in accordance with the terms and conditions of the applicable equity compensation plan under which each such Equity Grant is granted;; and (y) outplacement services during the 6-month period following such termination provided by a service provider selected by the Company for the benefit of the executive officers of the Company; and (z) you will be credited with 2 additional years for the purposes of each of the age and service requirements of any retirement related employee benefit plans, programs and arrangements maintained by the Company and/or its Affiliates in which you participated at the time of such termination. For purposes of this Letter Agreement, the Relevant Period means, in the event you receive payments pursuant to Sections 7(a)(ii) or 8(a)(ii), the period following termination of your employment equal to the total number of months upon which the payments thereunder are calculated, up to a maximum period of 2 years’. Credit for the year in which termination occurs will be given for purposes of calculating payments pursuant to Sections 7(a)(ii) or 8(a)(ii) if you have completed six months or more of service beyond the prior anniversary date of your employment.