Common use of Rights and Payments Upon Termination Clause in Contracts

Rights and Payments Upon Termination. (a) Executive’s right to benefits and payments, if any, upon the effective date of the termination of Executive’s employment with the Company and all other members of the Company Group (the “Termination Date”) shall be determined in accordance with this Section 5. (b) Executive’s employment with the Company Group may be terminated (1) due to Executive’s death or Disability, (2) by the Company at any time, for any reason or no reason, with or without Cause (as defined below), (3) by Executive other than for Good Reason (as defined below), provided Executive provides the Company at least ninety (90) days prior written notice of his intention to terminate, (4) by Executive with Good Reason (as defined below), or (5) as a result of either party’s non-extension of the Employment Period (which, for the avoidance of doubt, shall not be considered a termination by the Company without Cause or a termination by Executive without Good Reason). If Executive’s Termination Date occurs for any reason, Executive shall be entitled to: (i) any unpaid Annual Base Salary under Section 4(a) hereof for any period prior to the Termination Date; (ii) any accrued but unpaid benefits under Section 4(c) hereof for any period prior to the Termination Date; and (iii) any accrued but unused vacation under Section 4(d) for any period prior to the Termination Date to the extent provided for under the Company’s policies (with (i), (ii) and (iii) herein collectively referred to as “Accrued Payments”)). Except as set forth in Section 5(c) below or as otherwise expressly set forth herein, Executive shall not be entitled to receive any payments or benefits under this Agreement for periods after Executive’s Termination Date and the Company shall have no obligation to make any additional payments or provide any other benefits for periods after Executive’s Termination Date (except as may otherwise be required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, other applicable law or the express terms of an employee benefit plan). (c) If Executive’s Termination Date occurs by reason of termination by the Company without Cause or termination by the Executive for Good Reason, in addition to the compensation and benefits provided under Section 5(b), Executive shall be entitled to receive twelve (12) months of Executive’s Annual Base Salary (the “Severance Pay”). Such Severance Pay is contingent upon Executive executing a severance agreement, including a waiver and general release of claims, in form and substance reasonably satisfactory to the Company and the Executive, and any applicable revocation period expiring prior to the date that is sixty (60) days following the Termination Date (the “Payment Date”). Provided that the release requirements set forth in the preceding sentence are satisfied as of the Payment Date, the Severance Pay shall be paid to Executive in substantially equal installments in accordance with the Company’s general payroll practices over the twelve (12) month period following Executive’s Termination Date; provided, however, that any payments that would otherwise be payable prior to the Payment Date shall be accumulated and paid on the first payroll date following the Payment Date. For the avoidance of doubt, if Executive’s Termination Date occurs for any reason other than by the Company without Cause or by the Executive for Good Reason, Executive will not be entitled to any Severance Pay.

Rights and Payments Upon Termination. (a) The Executive’s 's right to benefits payment and payments, if any, upon the effective date of the termination of Executive’s employment with the Company and all other members of the Company Group (the “Termination Date”) shall be determined in accordance with this Section 5. (b) Executive’s employment with the Company Group may be terminated (1) due to Executive’s death or Disability, (2) by the Company at any time, for any reason or no reason, with or without Cause (as defined below), (3) by Executive other than for Good Reason (as defined below), provided Executive provides the Company at least ninety (90) days prior written notice of his intention to terminate, (4) by Executive with Good Reason (as defined below), or (5) as a result of either party’s non-extension of the Employment Period (which, for the avoidance of doubt, shall not be considered a termination by the Company without Cause or a termination by Executive without Good Reason). If Executive’s Termination Date occurs for any reason, Executive shall be entitled to: (i) any unpaid Annual Base Salary under Section 4(a) hereof for any period prior to the Termination Date; (ii) any accrued but unpaid benefits under Section 4(c) hereof for any period prior to the Termination Date; and (iii) any accrued but unused vacation under Section 4(d) for any period prior to the Termination Date to the extent provided for under the Company’s policies (with (i), (ii) and (iii) herein collectively referred to as “Accrued Payments”)). Except as set forth in Section 5(c) below or as otherwise expressly set forth herein, Executive shall not be entitled to receive any payments or benefits under this Agreement for periods after his Date of Termination shall be determined in accordance with the following provisions of this paragraph 4: (a) If the Executive’s 's Date of Termination occurs during the Agreement Term for any reason, the Company shall pay to the Executive: (i) The Executive's Salary for the period ending on the Date of Termination and any bonuses approved but not paid as of the Date of Termination. (ii) Payment for unused vacation days, as determined in accordance with policy applicable to senior executives of the Company, as in effect on the Date of Termination. (iii) Any other payments or benefits to be provided to the Executive by the Company pursuant to any employee benefit plans or arrangements adopted by the Company, to the extent such amounts are due from the Company. Except as may otherwise be expressly provided to the contrary in this Agreement, nothing in this Agreement shall be construed as requiring the Executive to be treated as employed by the Company for purposes of any employee benefit plan or arrangement following the date of the Executive's Date of Termination. (b) If the Executive's Date of Termination occurs during the Agreement Term under circumstances described in paragraph 3(a) (relating to the Executive's death), paragraph 3(b) (relating to the Executive's being Permanently Disabled), paragraph 3(c) (relating to the Executive's termination for Cause) or paragraph 3(d) (relating to the Executive's resignation), then, except as otherwise expressly provided in this Agreement or otherwise agreed in writing between the Executive and the Company, the Company shall have no obligation to make any additional payments or provide any other benefits under the Agreement for periods after the Executive’s Termination 's Date (except as may otherwise be required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, other applicable law or the express terms of an employee benefit plan)Termination. (c) If the Executive’s 's Date of Termination Date occurs by reason of during the Agreement Term, or during a renewal period, under circumstances described in paragraph 3(e) (relating to termination by the Company without Cause or termination by the Executive other than for Good ReasonCause), then, in addition to the compensation amounts payable in accordance with paragraph 4(a): (i) The Executive shall receive from the Company within thirty (30) days of termination, a lump sum payment in an amount equal to one twelfth of the Executive's Salary as in effect on his Date of Termination, multiplied by the number of months in the Severance Period. For purposes of this Agreement, the Severance Period shall be equal to (i) in the event that the Date of Termination occurs within the first month of the Agreement Term, twenty four (24) months, and benefits provided (ii) in the event that the Date of Termination occurs after the first month of the Agreement Term, twenty four (24) months less one month for each full month of the original Agreement Term that has lapsed prior to the Date of Termination, but in no event less than twelve (12) months, such that if the Date of Termination occurs after the first anniversary of the Effective Date, the Severance Period shall be not less than twelve (12) months. The Company's obligation to make payments under Section 5(bthis paragraph (i) shall cease with respect to periods after the earlier to occur of the date of the Executive's death, or a date, if any, of the breach by the Executive of the provisions of paragraph 7 or paragraph 8. (ii) In the event that the Executive's Date of Termination under this paragraph 4(c) occurs during the 12 month period immediately following a Change in Control (defined below), the Executive shall be entitled to receive twelve the following: (12A) months In lieu of Executive’s Annual Base Salary (the “Severance Pay”). Such Severance Pay is contingent upon Executive executing a severance agreementpayments to be made pursuant to paragraph 4(c)(i) above, including a waiver and general release an immediately payable lump sum amount equal to one twelfth of claims, in form and substance reasonably satisfactory to the Company and the Executive, and any applicable revocation period expiring 's Salary in effect immediately prior to the date Date of Termination times the number of months in the Severance period. (B) For the duration of the Severance Period, to the extent that the Executive or any of his dependents is sixty eligible for and elects COBRA continuation coverage (60) days following as described in section 4980B of the Termination Date Internal Revenue Code of 1986, as amended (the “Payment Date”"Code"). Provided that ) under any Company group health plan, the release requirements set forth in the preceding sentence are satisfied as Company shall pay 100% of the Payment Datepremiums necessary to maintain such COBRA continuation coverage. The Company's obligation to make payments under this paragraph (iii) shall cease with respect to periods after the earlier to occur of the date of the Executive's death, the Severance Pay shall be paid to Executive in substantially equal installments in accordance with the Company’s general payroll practices over the twelve (12) month period following Executive’s Termination Date; provided, however, that any payments that would otherwise be payable prior to the Payment Date shall be accumulated and paid on the first payroll date following the Payment Date. For the avoidance of doubtor a date, if Executive’s Termination Date occurs for any reason other than by any, of the Company without Cause or breach by the Executive for Good Reason, of the provisions of paragraph 7 or paragraph 8. (C) In the event that Executive will not be becomes entitled to the Severance Payments, if it is determined that any of the Severance PayPayments will be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed), the Executive shall have the option, but not the obligation, to reduce the amount of the Severance Payments to an amount which will result in the Severance Payments not being subject to the Excise Tax. The Corporation will cooperate with Executive in every way possible to restructure the Severance Payments to achieve such result. (D) For purposes of this paragraph 4(c) the term Change in Control shall mean: a. a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), whether or not the Company is then subject to such reporting requirement, that was not approved by the Board of Directors, provided that, without limitation, a Change in Control shall be deemed to have occurred if the following events occur without the affirmative vote of the Board of Directors:

Rights and Payments Upon Termination. (a) Executive’s right to benefits and payments, if any, upon the effective date of the termination of If Executive’s employment with the Company and all other members of the Company Group (the “Termination Date”) shall be determined in accordance with this Section 5. (b) Executive’s employment with the Company Group may be terminated (1) due to Executive’s death or Disability, (2) by the Company at any time, for any reason or no reason, with or without Cause (as defined below), (3) by Executive other than for Good Reason (as defined below), provided Executive provides the Company at least ninety (90) days prior written notice of his intention to terminate, (4) by Executive with Good Reason (as defined below), or (5) as a result of either party’s non-extension of the Employment Period (which, for the avoidance of doubt, shall not be considered a termination by the Company without Cause or a termination by Executive without Good Reason). If Executive’s Termination Date occurs terminates for any reason, the Employer shall pay to Executive all payments, benefits or fringe benefits to which Executive shall be entitled to: (i) any unpaid Annual Base Salary under Section 4(a) hereof for any period prior to the Termination Date; (ii) any accrued but unpaid benefits under Section 4(c) hereof for any period prior to the Termination Date; and (iii) any accrued but unused vacation under Section 4(d) for any period prior to the Termination Date to the extent provided for under the Company’s policies (with (i)terms of any applicable compensation arrangement or benefit, (ii) and (iii) herein collectively referred equity or fringe benefit plan or program or grant or this Agreement through the date of termination or expiration. The Employer shall have no obligation to as “Accrued Payments”)). Except as set forth in Section 5(c) below or as otherwise expressly set forth herein, Executive shall not be entitled to receive make payments of any payments or benefits other amounts under this the Agreement for periods after Executive’s Termination Date and Date, except in the Company shall have no obligation to make any additional payments or provide any other benefits for periods after case of a termination of Executive’s employment by Employer without Cause (which is governed by Section 6(b) below). If there are any advances outstanding as of the Termination Date Date, Executive shall pay the amount of any such outstanding advances to the Employer in cash within thirty (except as may otherwise be required under 30) days after the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, other applicable law or the express terms of an employee benefit plan)Termination Date. (cb) If In the event that Employer terminates Executive’s Termination Date occurs by reason of termination by the Company employment hereunder without Cause or termination by the Executive for Good Reason, in addition to the compensation and benefits provided under Section 5(b), then Executive shall be entitled to continue to receive twelve (12) months of Executive’s Annual annual Base Salary through the end of the Term, paid in accordance with Employer’s payroll practices in effect on the Termination Date (the “Severance Pay”and in no event less frequently than monthly). Such Severance Pay is contingent upon As a condition to receiving amounts under this Section 6(b), Executive executing agrees that it will be necessary for Executive to execute a severance agreement, including a waiver and general release of claims, claims in a form and substance reasonably satisfactory to the Company Employer within 45 days after the termination of Executive’s employment. Any amounts payable pursuant to this Section 6(b) shall not be paid until the first scheduled payment date following the date the release of claims is executed and no longer subject to revocation, with the Executive, and any applicable revocation period expiring prior first such payment being an amount equal to the total amount to which Executive would otherwise have been entitled during the period following the date of termination if such deferral had not been required; provided that is to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the Termination Date (the “Payment Date”). Provided that the release requirements set forth in the preceding sentence are satisfied as termination of the Payment Date, the Severance Pay employment shall not be paid to Executive in substantially equal installments in accordance with until the Company’s general payroll practices over the twelve (12) month first regularly scheduled pay period following Executive’s Termination Date; provided, however, the sixtieth (60th) day following such termination and shall include payment of any amount that any payments that would was otherwise scheduled to be payable paid prior to the Payment Date shall be accumulated and paid on the first payroll date following the Payment Date. For the avoidance of doubt, if Executive’s Termination Date occurs for any reason other than by the Company without Cause or by the Executive for Good Reason, Executive will not be entitled to any Severance Paythereto.

Rights and Payments Upon Termination. (a) Executive’s right to benefits and payments, if any, upon the effective date of the termination of Executive’s employment with the Company and all other members of the Company Group (the “Termination Date”) shall be determined in accordance with this Section 5. (b) Executive’s employment with the Company Group may be terminated (1) at any time by the Company due to Executive’s death or Disability, (2) at any time by the Company at any time, for any reason or no reason, with or without Cause (as defined below), (3) except as set out in Section 2 (with respect to non-renewals of the Agreement), by the Company without Cause or by the Executive other than for Good Reason (as defined below), provided Executive provides the Company at least ninety ) upon thirty (9030) days prior written notice of his intention to terminatethe other Party, (4) by Executive with Good Reason (as defined below), or (5) as a result of either partyParty’s non-extension of the Employment Period (which, for the avoidance of doubt, shall not be considered a termination by the Company without Cause or a termination by Executive without for Good Reason). If Executive’s Termination Date occurs for any reason, Executive shall be entitled to: (i) any unpaid Annual Base Salary under Section 4(a) hereof for any period prior to the Termination Date; (ii) any unreimbursed business expenses under Section 4(e) hereof properly incurred by Executive prior to the Termination Date; (iii) any accrued but unpaid benefits under Section 4(c) hereof for any period prior to the Termination Date; and (iiiiv) any accrued but unused vacation under Section 4(d) for any period prior to the Termination Date to the extent provided for under the Company’s policies (with (i), (ii) ), (iii), and (iiiiv) herein collectively referred to as “Accrued Payments”)). Except as set forth in Section 5(c) below or as otherwise expressly set forth herein, Executive shall not be entitled to receive any payments or benefits under this Agreement for periods after Executive’s Termination Date and the Company shall have no obligation to make any additional payments or provide any other benefits for periods after Executive’s Termination Date (except as may otherwise be required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, other applicable law or the express terms of an employee benefit plan). (c) If Executive’s Termination Date occurs during the Initial Term by reason of termination by the Company without Cause or termination by the Executive for Good Reason, in addition to the compensation and benefits Accrued Payments provided under Section 5(b), Executive shall be entitled to receive twelve one (121) months year of Executive’s Annual Base Salary (not to exceed $650,000) and shall become immediately vested in the unvested portion(s) of the IPO Equity Award (the “Severance Pay”). Such Severance Pay is contingent upon Executive executing a severance agreement, including a waiver and general release of claims, in form and substance reasonably satisfactory to the Company and the ExecutiveCompany, and any applicable revocation period expiring prior to the date that is sixty (60) days following the Termination Date (the “Payment Date”). Provided that the release requirements set forth in the preceding sentence are satisfied as of the Payment Date, the Severance Pay shall be paid to Executive in substantially equal installments in accordance with the Company’s general payroll practices over the twelve one (121) month year period following Executive’s Termination Date; provided, however, that any payments that would otherwise be payable prior to the Payment Date shall be accumulated and paid on the first payroll date following the Payment Date. For the avoidance of doubt, if Executive’s Termination Date occurs for any reason other than by the Company without Cause or by the Executive for Good Reason, Executive will not be entitled to any Severance Pay.

Rights and Payments Upon Termination. (a) Executive’s right to benefits and payments, if any, upon the effective date of the termination of Executive’s employment with the Company and all other members of the Company Group (the “Termination Date”) shall be determined in accordance with this Section 5. (b) Executive’s employment with the Company Group may be terminated (1) due to Executive’s death or Disability, (2) by the Company at any time, for any reason or no reason, with or without Cause (as defined below), (3) by Executive other than for Good Reason (as defined below), provided Executive provides the Company at least ninety (90) days prior written notice of his intention to terminate, (4) by Executive with Good Reason (as defined below), or (5) as a result of either party’s non-extension of the Employment Period (which, for the avoidance of doubt, shall not be considered a termination by the Company without Cause or a termination by Executive without Good Reason). If Executive’s Termination Date occurs for any reason, Executive shall be entitled to: (i) any unpaid Annual Base Salary under Section 4(a) hereof for any period prior to the Termination Date; (ii) any earned but unpaid Annual Bonus earned by Executive under Section 4(b) hereof for any calendar year ending prior to the Termination Date (to be paid not later than March 15th of the calendar year following the year to which such Annual Bonus relates); (iii) any accrued but unpaid benefits under Section 4(c) hereof for any period prior to the Termination Date; and (iiiiv) any accrued but unused vacation under Section 4(d) for any period prior to the Termination Date to the extent provided for under the Company’s policies (with (i), (ii) ), (iii), and (iiiiv) herein collectively referred to as “Accrued Payments”)). Except as set forth in Section 5(c) below or as otherwise expressly set forth herein, Executive shall not be entitled to receive any payments or benefits under this Agreement for periods after Executive’s Termination Date and the Company shall have no obligation to make any additional payments or provide any other benefits for periods after Executive’s Termination Date (except as may otherwise be required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, other applicable law or the express terms of an employee benefit plan). (c) If Executive’s Termination Date occurs by reason of termination by the Company without Cause or termination by the Executive for Good Reason, in addition to the compensation and benefits provided under Section 5(b), Executive shall be entitled to receive twelve one (121) months year of Executive’s Annual Base Salary plus health, supplemental health, dental, and vision insurance (the “Severance Pay”). Such Severance Pay is contingent upon Executive executing a severance agreement, including a waiver and general release of claims, in form and substance reasonably satisfactory to the Company and the ExecutiveCompany, and any applicable revocation period expiring prior to the date that is sixty (60) days following the Termination Date (the “Payment Date”). Provided that the release requirements set forth in the preceding sentence are satisfied as of the Payment Date, the Severance Pay shall be paid to Executive in substantially equal installments in accordance with the Company’s general payroll practices over the twelve one (121) month year period following Executive’s Termination Date; provided, however, that any payments that would otherwise be payable prior to the Payment Date shall be accumulated and paid on the first payroll date following the Payment Date. For the avoidance of doubt, if Executive’s Termination Date occurs for any reason other than by the Company without Cause or by the Executive for Good Reason, Executive will not be entitled to any Severance Pay.