Common use of Termination and Termination Benefits Clause in Contracts

Termination and Termination Benefits. (a) Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Employee under this Agreement shall terminate on the date of termination of Employee’s employment under this Agreement. Notwithstanding the foregoing, in the event of termination of Employee’s employment by Employer without Cause (as defined below) or by Employee as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, Employer shall provide to Employee the following termination benefits (“Termination Benefits”): (i) continued periodic payment of Employee’s base salary at the rate then in effect pursuant to Section 4(a) for the period from the date of termination until the date that is six (6) months after the date of termination; including that to the extent that any sums are deferred and unpaid such sums shall be paid within fourteen (14) days of termination; (ii) if Employee is participating in Employer’s health insurance plan on the date of termination, continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), with Employer paying the entire cost of the regular premium for such benefits for six (6) months after the date of termination; and (iii) if Employee is participating in Employer’s life insurance and short term and long term disability insurance plans on the date of termination, continuation of those benefits at Employer’s expense, for the period from the date of termination until the date that is six (6) months after the date of termination. Notwithstanding the foregoing, nothing in this Section 6(a) shall be construed to affect Employee’s right to receive COBRA continuation entirely at Employee’s own cost to the extent that Employee may continue to be entitled to COBRA continuation after Employee’s right to cost sharing under Section 6(a)(ii) ceases.

Termination and Termination Benefits. (a) Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and unvested benefits payable to Employee the Executive under this Agreement shall terminate on the date of termination of Employee’s the Executive's employment under this Agreement. Notwithstanding the foregoing, in the event of termination of Employee’s the Executive's employment by the Employer without Cause (as defined below) or by Employee the Executive for Good Reason (as defined below) or as a result of a material breach by the Employer of any of the Employer’s 's obligations under this Agreement, or any other agreement to which Employee the Executive and the Employer are now or hereafter parties, the Employer shall provide to Employee the Executive the following termination benefits (“"Termination Benefits”"): (i) continued periodic payment of Employee’s the Executive's base salary at the rate and schedule then in effect pursuant to Section 4(a) for the period from the date of termination until the date that is six (6) months after the date of termination; including that termination (with an additional month of severance to the extent that any sums are deferred and unpaid such sums shall be paid within fourteen (14) days added for every completed year of terminationservice to Employer as Chief Executive Officer), plus a pro-rated portion of Employee's Bonus; (ii) if Employee Executive is participating in the Employer’s 's health insurance plan on the date of termination, continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “"COBRA”"), with the Employer paying the entire cost of the regular premium for such benefits for six (6) months after the date of termination; (with an additional month of Employer's payment of COBRA premiums to be added for every completed year of service to Employer as Chief Executive Officer) and (iii) if Employee Executive is participating in the Employer’s 's life insurance and short term and long term disability insurance plans on the date of termination, continuation of those benefits at the Employer’s 's expense, for the period from the date of termination until the date that is six (6) months after the date of terminationtermination (with an additional month of continued benefits at Employer's expense to be added for every completed year of service to Employer as Chief Executive Officer). (iv) if any portion of the equity issuance set forth in Section 4(g) is unvested at the time of termination of Executive's employment, the vesting of such RSUs and options shall be accelerated to become fully vested on the day immediately prior to the termination date of Executive's employment. Notwithstanding the foregoing, nothing in this Section 6(a) shall be construed to affect Employee’s the Executive's right to receive COBRA continuation entirely at Employee’s the Executive's own cost to the extent that Employee the Executive may continue to be entitled to COBRA continuation after Employee’s the Executive's right to cost sharing under Section 6(a)(ii) ceases. For purposes of this Agreement, the term "Cause" shall mean: (i) materially dishonest or fraudulent statements or acts of the Executive with respect to the Employer or any affiliate of the Employer; (ii) the Executive's conviction of, or entry of a plea of guilty or nolo contendere for, (A) a felony or (B) any misdemeanor (excluding minor traffic violations) involving deceit, dishonesty or fraud; (iii) willful misconduct of the Executive or the failure of the Executive for any reason, within thirty (30) days after receipt by the Executive of written notice from the Board, to comply with reasonable specific instructions of the Board or requests of the Board for other specific action or specific omission to act that in each case may adversely affect the Employer's business or operations; or (iv) material breach by the Executive of any of the Executive's obligations under this Agreement, or any other agreement to which Executive and Employer are now or hereafter parties. For purposes of this agreement, "Good Reason" shall mean (i) a material breach by Employer of this Agreement; (ii) a diminution in Executive's title, compensation, or responsibilities; and/or (iii) refusal by Employer to take action on a Change of Control activity that would significantly increase shareholder value.

Termination and Termination Benefits. (a) Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and unvested benefits payable to Employee the Executive under this Agreement shall terminate on the date of termination of Employee’s the Executive's employment under this Agreement. Notwithstanding the foregoingSave and except for a Change of Control (as defined below) event, in the event of termination of Employee’s the Executive's employment by the Employer without Cause (as defined below) or by Employee the Executive for Good Reason (as defined below) or as a result of a material breach by the Employer of any of the Employer’s 's obligations under this Agreement, or any other agreement to which Employee the Executive and the Employer are now or hereafter parties, the Employer shall provide to Employee the Executive the following termination benefits (“"Termination Benefits”"): (i) continued periodic payment of Employee’s the Executive's base salary and target Bonus at the rate and schedule then in effect pursuant to Section 4(a5(a) for the period from the date of termination until the date that is six eighteen (618) months after the date of termination; including that to the extent that any sums are deferred and unpaid such sums shall be paid within fourteen (14) days of termination;, (ii) if Employee Executive is participating in the Employer’s 's health insurance plan on the date of termination, continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “"COBRA”"), with the Employer paying the entire cost of the regular premium for such benefits for six twelve (612) months after the date of termination; (with an additional month of Employer's payment of COBRA premiums to be added for every completed year of service to Employer as Chief Executive Officer to be calculated from the Original Date); or if no Employer's health insurance plan exists, continuation of reimbursement of Employee's costs for the aforementioned benefit for a period of twelve (12) months, subject to a maximum reimbursement to the Executive of $25,000; and (iii) if Employee Executive is participating in the Employer’s 's life insurance and short term and long term disability insurance plans on the date of termination, continuation of those benefits at the Employer’s 's expense, for the period from the date of termination until the date that is six twelve (612) months after the date of terminationtermination (with an additional month of continued benefits at Employer's expense to be added for every completed year of service to Employer as Chief Executive Officer to be calculated from the Original Date). Any payment(s) made to the Executive shall be conditional upon the execution and delivery by the Executive of a full and final release of claims in favor of the Employer, in form and substance acceptable to the Employer, of which $100.00 of the Termination Benefits shall be ascribed as value for the delivery of such release. Notwithstanding the foregoing, nothing in this Section 6(a7(a) shall be construed to affect Employee’s the Executive's right to receive COBRA continuation entirely at Employee’s the Executive's own cost to the extent that Employee the Executive may continue to be entitled to COBRA continuation after Employee’s the Executive's right to cost sharing under Section 6(a)(ii7(a)(ii) ceases.

Termination and Termination Benefits. (a) Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Employee under this Agreement shall terminate on the date of termination of Employee’s the Executive's employment under this Agreement. Notwithstanding the foregoing, in In the event of termination of Employee’s the Executive's employment by the Employer without Cause (as defined below) or by Employee the Executive for Good Reason (as a result of a material breach by Employer of any of Employer’s obligations under this Agreementdefined below), or any other agreement to which Employee and Employer are now or hereafter parties, the Employer shall provide to Employee the Executive the following termination benefits (“"Termination Benefits”"): (i) continued periodic payment of Employee’s base salary at the rate then in effect pursuant to Section 4(a) Executive's Base Salary plus 50% of the Executive's target Bonus for the period from the date of termination until the date that is six eighteen (618) months after the date of termination; including that termination to the extent that any sums are deferred and unpaid such sums shall be paid within fourteen (14) days of terminationas salary continuation; (ii) all unpaid and accrued vacation at the termination date; (iii) if Employee Executive is participating in the Employer’s 's health insurance plan on the date of termination, continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “"COBRA”"), with the Employer paying the entire cost of the regular premium for such benefits for six eight (6) 8) months after the date of termination; (with an additional month of Employer's payment of COBRA premiums to be added for every completed year of service to Employer as Chief Financial Officer to be calculated from the Original Date); or if no Employer's health insurance plan exists, continuation of reimbursement of Employee's costs for the aforementioned benefit for a period of eight (8) months, subject to a maximum reimbursement to the Executive of $25,000; (iv) the RSUs and options, both vested and unvested, previously granted, to the Executive shall immediately vest; and (iiiv) if Employee is participating a pro rata share of Executive's target Bonus as determined by the CEO and compensation committee. Any payment(s) made to the Executive as set forth in Paragraph 7 shall be conditional upon the execution and delivery by the Executive of a full and final release of claims in favor of the Employer’s life insurance , in form and short term and long term disability insurance plans on substance acceptable to the date of termination, continuation of those benefits at Employer’s expense, for the period from the date of termination until the date that is six (6) months after the date of termination. Notwithstanding the foregoing, nothing in this Section 6(a7(a) shall be construed to affect Employee’s the Executive's right to receive COBRA continuation entirely at Employee’s the Executive's own cost to the extent that Employee the Executive may continue to be entitled to COBRA continuation after Employee’s the Executive's right to cost sharing under Section 6(a)(ii7(a)(iii) ceases.

Termination and Termination Benefits. (a) Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Employee under this Agreement shall terminate on the date of termination of Employee’s employment under this Agreement. Notwithstanding the foregoing, in the event of termination of Employee’s employment by Employer without Cause (as defined below) or by Employee as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, Employer shall provide to Employee the following termination benefits (“Termination Benefits”): (i) continued periodic payment of Employee’s base salary at the rate then in effect pursuant to Section 4(a) for the period from the date of termination until the date that is six three (63) months after the date of termination; including that to the extent that any sums are deferred and unpaid such sums shall be paid within fourteen (14) days of termination; (ii) if Employee is participating in Employer’s health insurance plan on the date of termination, continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), with Employer paying the entire cost of the regular premium for such benefits for six (6) months after the date of termination; and (iii) if Employee is participating in Employer’s life insurance and short term and long term disability insurance plans on the date of termination, continuation of those benefits at Employer’s expense, for the period from the date of termination until the date that is six three (63) months after the date of termination. Notwithstanding the foregoing, nothing in this Section 6(a) shall be construed to affect Employee’s right to receive COBRA continuation entirely at Employee’s own cost to the extent that Employee may continue to be entitled to COBRA continuation after Employee’s right to cost sharing under Section 6(a)(ii) ceases.

Termination and Termination Benefits. (a) Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Employee under this Agreement shall terminate on the date of termination of Employee’s employment under this Agreement. Notwithstanding the foregoing, in the event of termination of Employee’s employment by Employer without Cause (as defined below) or by Employee as a result of a material breach by Employer of any of Employer’s obligations under this Agreement, or any other agreement to which Employee and Employer are now or hereafter parties, Employer shall provide to Employee the following termination benefits (“Termination Benefits”): (i) continued periodic payment of Employee’s base salary at the rate then in effect pursuant to Section 4(a) for the period from the date of termination until the date that is six (6) months after the date of termination; including that to the extent that any sums are deferred and unpaid such sums shall be paid within fourteen (14) days of termination; (ii) if Employee is participating in Employer’s health insurance plan on the date of termination, continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), with Employer paying the entire cost of the regular premium for such benefits for six (6) months after the date of termination; and (iii) if Employee is participating in Employer’s life insurance and short term and long term disability insurance plans on the date of termination, continuation of those benefits at Employer’s expense, for the period from the date of termination until the date that is six (6) months after the date of termination. Notwithstanding the foregoing, nothing in this Section 6(a) shall be construed to affect Employee’s right to receive COBRA continuation entirely at Employee’s own cost to the extent that Employee may continue to be entitled to COBRA continuation after Employee’s right to cost sharing under Section 6(a)(ii) ceases.

Termination and Termination Benefits. (a) Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and unvested benefits payable to Employee the Executive under this Agreement shall terminate on the date of termination of Employeethe Executive’s employment under this Agreement. Notwithstanding the foregoing, in the event of termination of Employeethe Executive’s employment by the Employer without Cause (as defined below) or by Employee the Executive for Good Reason (as defined below) or as a result of a material breach by the Employer of any of the Employer’s obligations under this Agreement, or any other agreement to which Employee the Executive and the Employer are now or hereafter parties, the Employer shall provide to Employee the Executive the following termination benefits (“Termination Benefits”): (i) continued periodic payment of Employeethe Executive’s base salary at the rate and schedule then in effect pursuant to Section 4(a) for the period from the date of termination until the date that is six (6) months after the date of termination; including that termination (with an additional month of severance to the extent that any sums are deferred and unpaid such sums shall be paid within fourteen (14) days added for every completed year of terminationservice to Employer as Chief Financial Officer), plus a pro-rated portion of Employee’s Bonus; (ii) if Employee Executive is participating in the Employer’s health insurance plan on the date of termination, continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), with the Employer paying the entire cost of the regular premium for such benefits for six eight (6) 8) months after the date of termination; and; (iii) if Employee Executive is participating in the Employer’s life insurance and short term and long term disability insurance plans on the date of termination, continuation of those benefits at the Employer’s expense, for the period from the date of termination until the date that is six eight (6) 8) months after the date of termination; provided, however, that in lieu thereof Executive may, in his discretion, retain, or obtain, his personal life, accident, medical, dental, vision and/or other insurance plans and benefits, the costs of which shall be reimbursed by the Company to Executive in an amount up to an average of $5,000 per month; (iv) if any portion of the equity issuance set forth in Section 4(g) is unvested at the time of termination of Executive’s employment, the vesting of such RSUs and options shall be accelerated to become fully vested on the day immediately prior to the termination date of Executive’s employment; and (v) if such termination occurs less than sixty (60) days prior to a Change of Control the Company will remain obligated to compensate the Executive for any other payments due under a Change of Control. Notwithstanding the foregoing, nothing in this Section 6(a) shall be construed to affect Employeethe Executive’s right to receive COBRA continuation entirely at Employeethe Executive’s own cost to the extent that Employee the Executive may continue to be entitled to COBRA continuation after Employeethe Executive’s right to cost sharing under Section 6(a)(ii) ceases. For purposes of this Agreement, the term “Cause” shall mean: (i) materially dishonest or fraudulent statements or acts of the Executive with respect to the Employer or any affiliate of the Employer; (ii) the Executive’s conviction of, or entry of a plea of guilty or nolo contendere for, (A) a felony or (B) any misdemeanor (excluding minor traffic violations) involving deceit, dishonesty or fraud; (iii) willful misconduct of the Executive or the failure of the Executive for any reason, within thirty (30) days after receipt by the Executive of written notice from the Board, to comply with reasonable specific instructions of the Board or requests of the Board for other specific action or specific omission to act that in each case may adversely affect the Employer’s business or operations; or (iv) material breach by the Executive of any of the Executive’s obligations under this Agreement, or any other agreement to which Executive and Employer are now or hereafter parties. For purposes of this agreement, “Good Reason” shall mean (i) a material breach by Employer of this Agreement; (ii) a diminution in Executive’s title, compensation, or responsibilities; and/or (iii) refusal by Employer to take action on a Change of Control activity that would significantly increase shareholder value. Executive should notify Employer in writing within sixty (60) days following the initial existence of one of the circumstances constituting “Good Reason” (as defined above). Employer will be given thirty (30) days from the receipt of such notice during which Employer may remedy or cure such condition. In addition, if such resignation occurs less than sixty (60) days prior to a Change of Control, the Company will remain obligated to compensate Executive for any payments due pursuant to a Change of Control.