Common use of Result of Termination Other than for Cause Clause in Contracts

Result of Termination Other than for Cause. In the event that Employer terminates Employee’s employment with Employer other than for cause (a) subject to the execution by the Employee of a release agreement containing standard terms in the form generally used by the Employer, Employer shall pay Employee’s base salary for a period of 12 months following such termination, (b) Employer shall pay to Employee, at the same time as bonuses are paid to Employer’s other executives, a pro-rated annual bonus for the year of termination equal to the annual bonus that the Employee would have received had he been employed by the Employer on the last day of the year that includes the termination date multiplied by a fraction equal to the number of days that have elapsed in such year through the termination date divided by 365, and (c) all unvested stock-based compensation held by Employee shall vest as of the date of termination. As used herein, “cause” shall mean any termination of Employee’s employment by Employer as a result of Employee engaging in an act or acts involving a crime, moral turpitude, fraud, or dishonesty, or Employee willfully violating in a material respect Employer’s Corporate Governance Guidelines, Code of Conduct, or any applicable Code of Ethics, including, without limitation, the provisions thereof relating to conflicts of interest or related party transactions. The amounts payable under subparagraphs (a), (b) and (c) above are subject to required tax and other withholdings. The amounts payable under subparagraph (a) above shall be paid on Employer’s regular payroll schedule commencing as described below on the first such payment date coincident with or following Employee’s “separation from service” from Employer within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), shall be treated as a series of separate payments under Treasury Regulations Section 1.409A-2(b)(2)(iii), and shall be conditioned upon the Employee’s execution of a general release of claims that becomes irrevocable within 60 days of Employee’s termination date. The amount payable under subparagraph (b) above, if any, shall be paid after the end of the year for which the bonus applies but not later than March 15 of the year following the year to which the bonus applies and would otherwise be earned. Any payments due to the Employee under subparagraph (a) above shall be forfeited if the Employee fails to execute a general release of claims that becomes irrevocable within 60 days after the Employee’s termination date. If the foregoing release is executed and delivered and no longer subject to revocation within 60 days after the termination date, then the following shall apply:

Result of Termination Other than for Cause. In Except as provided below in Section 4, in the event that Employer terminates Employee’s employment with Employer other than for cause Cause, in addition to base salary compensation accrued through the date of termination, unpaid reimbursable expenses incurred for the benefit of Employer prior to the date of termination, any vested benefits or amounts under any savings or retirement plans, deferred compensation arrangements or welfare benefit plans (if any), and any vested cash or equity awards granted with respect to long-term incentive awards and other incentive awards granted to Employee, if any, (a) subject to the execution by the Employee of a release agreement containing standard terms in the form generally used by the Employer, Employer shall pay Employee’s base salary for a period of 12 months following the effective date of such termination, ; and (b) Employer shall pay to Employee, at the same time as cash incentive bonuses are paid to Employer’s other executives, a pro-rated annual portion of the cash incentive bonus deemed by Employer’s Compensation Committee in the exercise of its sole discretion to be earned by Employee pro rata for the year of termination equal to the annual bonus that the Employee would have received had he been employed by the Employer period commencing on the last first day of the fiscal year that includes for which the termination date multiplied by a fraction equal to cash incentive bonus is calculated and ending on the number of days that have elapsed in such year through the termination date divided by 365, and (c) all unvested stock-based compensation held by Employee shall vest as of the effective date of termination. As used herein, “cause” shall mean any termination of Employee’s employment by Employer as a result of Employee engaging in an act or acts involving a crime, moral turpitude, fraud, or dishonesty, or Employee willfully violating in a material respect Employer’s Corporate Governance Guidelines, Code of Conduct, or any applicable Code of Ethics, including, without limitation, the provisions thereof relating to conflicts of interest or related party transactions. The amounts payable under subparagraphs (a), (b) and (c) above are subject to required tax and other withholdings. The amounts payable under subparagraph (a) above shall be paid on Employer’s regular payroll schedule commencing as described below on the first such payment date coincident with or following Employee’s “separation from service” from Employer within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Section 409ACode”), and shall be treated as a series of separate payments under Treasury Regulations Section 1.409A-2(b)(2)(iii), and shall be conditioned upon the Employee’s execution of a general release of claims that becomes irrevocable within 60 days of Employee’s termination date. The amount amounts payable under subparagraph (b) above, if any, shall be paid after the end of the year for which the bonus applies but not later than made by March 15 of the year following the year to which the bonus applies and would otherwise be earned. Any payments due to the In addition, all unvested stock-based compensation held by Employee under subparagraph (a) above shall be forfeited if the Employee fails to execute a general release of claims that becomes irrevocable within 60 days after the in Employee’s termination date. If capacity as Employee on the foregoing release is executed and delivered and no longer subject to revocation within 60 days after effective date of the termination date, then shall vest as of the following shall apply:effective date of termination.