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

Resignation for Good Reason or Termination Without Cause. If Executive (i) resigns his employment for Good Reason or (ii) is terminated by Company without Cause, and (iii) executes the Company’s standard release of claims agreement, then, immediately following the date of Executive’s termination of employment and the exhaustion of any revocation period contained in said release, Company will continue payment of Executive’s Salary (at the same rate existing prior to the termination) for a period of six (6) months (“the Severance Period”) pursuant to Focus’ normal payroll practices. In addition, (i) Focus shall either pay directly or reimburse Executive for premiums incurred in connection with continuation of coverage under the Company’s health, dental, disability and life insurance plans to which Executive is entitled in accordance with applicable law for the Severance Period and (ii) Focus shall pay Executive all bonus compensation otherwise due for the applicable fiscal year of termination, prorated to the date of termination of employment; provided, however, such bonus compensation shall be payable only in accordance with and at the times of the regularly scheduled bonus compensation payment that Executive would have otherwise been subject to prior to termination and (iii) any and all unvested stock options and/or restricted stock in Executive’s name shall immediately become fully vested and exercisable, provided that, regardless of the terms of any option or stock purchase agreement between the Company and Executive, absent a separate signed written agreement between Company and Executive which specifically references this provision of this Agreement, no exercise shall occur more than six months after such termination and in no event after the expiration of such option. In the event of Executive’s subsequent death after his termination by Focus without Cause or by Executive or for Good Reason, Focus shall continue to pay the same payments and benefits as to which Executive was entitled at the date of his death to Executive’s surviving spouse, or if Executive is unmarried at the time, then to Executive’s estate.

Resignation for Good Reason or Termination Without Cause. If In the event Executive (i) resigns his employment with the Company for Good Reason or (ii) Executive’s employment with the Company is terminated by the Company without Cause, Executive shall be entitled to all amounts determined under Section 7(a) above, and shall receive as severance an amount equal to two (2) times the sum of (i) his Base Salary (as of the date of termination) and (iiiii) executes his bonus earned under Section 4(a) for the calendar year preceding his termination of employment. For avoidance of doubt, the determination of whether any bonus shall be have been earned and payable for the calendar year preceding Executive’s termination of employment in accordance with subsection (ii) of the preceding sentence shall be made by the Board and/or the Compensation Committee of the Board, in their sole discretion and in accordance with Section 4(a). This severance amount shall be paid in substantially equal installments, in accordance with the Company’s standard release normal payroll practices, over a period of claims agreementtwenty-four (24) months following the date of termination, thenwith such payment to commence on the first payroll date after Executive’s Release (as defined below) becomes no longer subject to revocation (with any such payments that would otherwise have been made before the Release is not subject to revocation to be made as soon as administratively practicable thereafter). Required withholdings and authorized deductions shall be taken from each installment payment before it is transferred to Executive. In addition, immediately following during the period commencing on the date of Executive’s termination of employment and ending on the exhaustion second anniversary of any revocation period contained in said release, Company will continue payment the date of Executive’s Salary termination of employment or, if earlier, the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulation thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Executive and Executive’s dependents, at the Company’s sole expense, or (B) reimburse Executive and Executive’s dependents for coverage under its group health plan (if any) at the same rate existing prior to the termination) for a period of six (6) months (“the Severance Period”) pursuant to Focus’ normal payroll practices. In addition, (i) Focus shall either pay directly or reimburse Executive for premiums incurred levels in connection with continuation of coverage under the Company’s health, dental, disability and life insurance plans to which Executive is entitled in accordance with applicable law for the Severance Period and (ii) Focus shall pay Executive all bonus compensation otherwise due for the applicable fiscal year of termination, prorated to effect on the date of termination of Executive terminates employment; provided, however, that if (1) any plan pursuant to which such bonus compensation shall be payable only in accordance with and at the times of the regularly scheduled bonus compensation payment that Executive would have otherwise been subject to benefits are provided is not, or ceases prior to termination and (iii) any and all unvested stock options and/or restricted stock in Executive’s name shall immediately become fully vested and exercisable, provided that, regardless of the terms of any option or stock purchase agreement between the Company and Executive, absent a separate signed written agreement between Company and Executive which specifically references this provision of this Agreement, no exercise shall occur more than six months after such termination and in no event after the expiration of the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such optioncase, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the COBRA Period (or remaining portion thereof). In Payment of the event severance amount and health care coverage premiums described in this Section 7(d) shall be subject to and in consideration of Executive’s subsequent death after his termination by Focus without Cause or by Executive or for Good Reason, Focus shall continue execution and delivery (and any revocation period having expired) of a general release of all claims against the Company in a form acceptable to pay the same payments and benefits as to which Executive was entitled at Company (the date of his death to “Release”) within sixty (60) days following Executive’s surviving spouse, or if Executive is unmarried at the time, then to Executive’s estate.’s

Resignation for Good Reason or Termination Without Cause. If Executive (i) resigns his employment for Good Reason or (ii) is terminated by Company without Cause, and (iii) executes the Company’s standard release of claims agreement, then, immediately following the date of Executive’s termination of employment and the exhaustion of any revocation period contained in said release, Company will continue payment of Executive’s Salary (at the same rate existing prior to the termination) for a period of six twelve (612) months (“the Severance Period”) pursuant to Focus’ normal payroll practices. In addition, (i) Focus shall either pay directly or reimburse Executive for premiums incurred in connection with continuation of coverage under the Company’s health, dental, disability and life insurance plans to which Executive is entitled in accordance with applicable law for the Severance Period and (ii) Focus shall pay Executive all bonus compensation otherwise due for the applicable fiscal year of termination, prorated to the date of termination of employment; provided, however, such bonus compensation shall be payable only in accordance with and at the times of the regularly scheduled bonus compensation payment that Executive would have otherwise been subject to prior to termination and (iii) any and all unvested stock options and/or restricted stock in Executive’s name shall immediately become fully vested and exercisable, provided that, regardless of the terms of any option or stock purchase agreement between the Company and Executive, absent a separate signed written agreement between Company and Executive which specifically references this provision of this Agreement, no exercise shall occur more than six months after such termination and in no event after the expiration of such option. In the event of Executive’s subsequent death after his termination by Focus without Cause or by Executive or for Good Reason, Focus shall continue to pay the same payments and benefits as to which Executive was entitled at the date of his death to Executive’s surviving spouse, or if Executive is unmarried at the time, then to Executive’s estate.

Resignation for Good Reason or Termination Without Cause. If Executive (i) resigns his employment for Good Reason or (ii) is terminated by Company without Cause, and (iii) executes executes, delivers and does not revoke the Company’s standard release of claims agreement, then, immediately following the date within 60 days of Executive’s such termination of employment and employment, the exhaustion of any revocation period contained in said release, Company will continue payment of Executive’s Salary (at the same rate existing prior to the termination) for a period of six twelve (612) months (“the Severance Period”) pursuant to Focus’ the Company’s normal payroll practices. Notwithstanding the foregoing, if the 60-day period referenced in the preceding sentence spans two taxable years, payment shall only commence in the second taxable year. In addition, (i) Focus the Company shall either pay directly or reimburse Executive for premiums incurred in connection with continuation of coverage under the Company’s health, dental, disability and life insurance plans to which Executive is entitled in accordance with applicable law for the Severance Period and (ii) Focus the Company shall pay Executive all bonus compensation otherwise due for the applicable fiscal year of termination, termination prorated to the date of termination of employment; provided, however, such bonus compensation shall be payable only in accordance with and at the times time of the regularly scheduled bonus compensation payment that Executive would have otherwise been subject to prior to termination and (iii) any and all unvested stock options and/or restricted stock in Executive’s name shall immediately become fully vested and exercisable, provided that, regardless of the terms of or any option or stock purchase agreement between the Company and Executive, absent a separate signed written agreement between Company and Executive which specifically references this provision of this Agreement, no exercise shall occur more than six months after such termination and in no event after the expiration of such option. In the event of Executive’s subsequent death after his termination by Focus Company without Cause or by Executive or for Good Reason, Focus Company shall continue to pay the same payments and benefits as to which Executive was entitled at the date of his death to Executive’s surviving spouse, or if Executive is unmarried at the time, then to Executive’s estate.”