Common use of Termination By Company Without Cause or By Employee For Good Reason Clause in Contracts

Termination By Company Without Cause or By Employee For Good Reason. If the Employee’s employment by the Company is terminated by the Company other than for Cause, or if the Employee’s employment is terminated by the Employee for Good Reason, the Company shall pay or provide the Employee with the following, subject to the provisions of Section 24 hereof: (i) the Accrued Benefits; (ii) subject to the Employee’s compliance with the obligations in Sections 9, 10 and 11 hereof, and subject to Section 24(b)(A) hereof in the case of amounts in excess of the Separation Pay Limit to the extent that the Separation Pay Limit is applicable, (A) an amount equal to the Employee’s monthly Base Salary rate (but not as an employee), which would continue to be paid monthly for a period of twelve (12) months following such termination, provided that the first payment shall be made on the first payroll date after the sixtieth (60th) day following termination of employment and shall include payment of amounts that would otherwise be due prior thereto, and (B) an amount equal to the Employee’s annual bonus for the year of the termination, determined as if the Employee remained employed until the end of such year, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed in such year through the date of termination and the denominator of which is 365, with such payment occurring on the same date that annual bonuses for the year of termination are paid to employees generally; (iii) subject to (A) the Employee’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), (B) the Employee’s continued copayment of premiums at the same level and cost to the Employee as if the Employee were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), and (C) the Employee’s compliance with the obligations in Sections 9, 10 and 11 hereof, continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Employee for a period of twelve (12) months, provided that the Employee is eligible and remains eligible for COBRA coverage and provided, further, that in the event that the Employee obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 8(d)(iii) shall immediately cease; (iv) all outstanding equity awards, to the extent not previously vested, shall become fully vested. Payments and benefits provided in this Section 8(d) shall be in lieu of any termination or severance payments or benefits for which the Employee may be eligible under any of the severance pay plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

Termination By Company Without Cause or By Employee For Good Reason. If the Employee’s employment by with the Company is terminated by the Company other than for without Cause, or if the Employee’s employment is terminated by the Employee for Good Reason, the Company shall will, within the time period as required under the laws of the State of California, pay or provide in a lump sum to the Employee with the followinghis accrued and unpaid base salary, subject prorated bonus, if any, (see Section 3(b) above), unreimbursed expenses and any payments to which he may be entitled under any applicable employee benefit plan (according to the provisions terms of Section 24 hereof: such plans and policies). Additionally, provided that the Employee (i) the Accrued Benefits; (ii) subject agrees to provide part-time consulting services to the Employee’s compliance with the obligations in Sections 9, 10 and 11 hereof, and subject to Section 24(b)(A) hereof in the case of amounts in excess of the Separation Pay Limit to the extent that the Separation Pay Limit is applicable, (A) an amount equal to the Employee’s monthly Base Salary rate (but not as an employee), which would continue to be paid monthly Company for a period of twelve (12) months following such termination, provided that the first payment shall be made on the first payroll date after the sixtieth (60th) day following Employee’s termination of employment and shall include payment (the “Consulting Period”); provided, however, that the level of amounts that would otherwise services required to be due prior thereto, and (B) an amount equal to performed by the Employee’s annual bonus Employee for the year Company during the Consulting Period shall not exceed twenty (20%) percent of the termination, determined as if average level of services performed by the Employee remained employed until for the end of such year, multiplied by a fraction, Company during the numerator of which is the number of calendar days that have elapsed in such year through 36-month period immediately preceding the date of termination and the denominator of which is 365, with such payment occurring on the same date that annual bonuses (or for the year full period that the Employee has been performing services for the Company if such period is less than 36 months), such that the performance of such services during the Consulting Period shall not cause the Employee’s termination are paid of employment to employees generally; fail to be treated as a “separation from service,” within the meaning of Section 1.409A-1(h) of the Treasury Regulations, (ii) agrees not to compete with the Company, directly or indirectly, during the Consulting Period in accordance with Section 2(b) above and (iii) subject signs a general release of claims within sixty (60) days following the date of termination in a from and manner satisfactory to (A) the Employee’s timely election Company, the Company will pay the Employee severance pay in the form of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985base salary, as amended (“COBRA”), (B) the Employee’s continued copayment of premiums at the same level and cost to the Employee as if the Employee were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums in accordance with pre-tax dollars), and (C) the Employee’s compliance with the obligations in Sections 9, 10 and 11 hereof, continued participation in the Company’s group health plan (to the extent permitted under applicable law ordinary payroll practices and the terms of such plan) which covers the Employee deductions, for a period equal to the greater of twelve (12) monthsmonths or the remainder of the Employment Period. Subject to Section 8(g) below, such salary continuation payments shall commence within 60 days following the Employee’s termination date. The amount of severance pay provided that to the Employee is eligible and remains eligible for COBRA coverage and provided, further, that in the event that the Employee obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 8(d)(iii) shall immediately cease; (iv) all outstanding equity awards, to the extent not previously vested, shall become fully vested. Payments and benefits provided in this Section 8(d) shall not be in lieu reduced by any compensation earned by the employee as a result of employment by another employer during the Consulting Period or offset against any termination or severance payments or benefits for which amount claimed to be owed by the Employee may be eligible under any of to the severance pay plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulationCompany.

Termination By Company Without Cause or By Employee For Good Reason. If the Employee’s Employee has a Separation from Service by reason of termination of his employment by the Company is terminated by the Company other than for CauseCause or the occurrence of Employee’s death or Disability, or if the Employee’s Employee has a Separation from Service by reason of resignation of his employment is terminated by the Employee for Good Reason, the Company Employee shall pay or provide the Employee with the following, subject be entitled to the provisions of Section 24 hereof: (i) the Accrued Benefits; (ii) subject to the Employee’s compliance with the obligations in Sections 9, 10 and 11 hereof, and subject to Section 24(b)(A) hereof receive severance in the case of amounts in excess of the Separation Pay Limit to the extent that the Separation Pay Limit is applicable, (A) an amount equal to the Employee’s monthly Base Salary rate (but not as an employee), which would continue to be paid monthly for a period of twelve (12) months following such terminationof his Base Salary in effect at the time of termination (so long as Employee is not in breach of this Agreement) (“Severance Payment”), provided that Employee executes, and does not revoke, a General Release, attached hereto as Exhibit C, of all claims relating to his employment and termination from employment in a form provided by the Company. Subject to Section 9 hereof, the Company shall pay the Severance Payment in equal installments based on the number of regularly scheduled payroll periods (in effect as of the date of the termination) during the Severance Period (The Severance Period is a period of 12 months. The first payment day of the Severance Period shall be made determined by the Company which shall occur no later than ninety (90) days after the termination and correspond to a regularly scheduled payment date.), provided that (1) Employee has delivered the General Release within such time as designated by the Company, (2) the Company determines that the General Release is legally binding on Employee and (3) Employee does not revoke the General Release, and subject to the requirements under Section 9(c) hereof. The first installment shall be paid on the first day of the Severance Period and subsequent installments on each regularly scheduled payroll date after thereafter until no additional amount is payable to the sixtieth (60th) day following termination of employment and Employee. The Severance Payment shall include payment of amounts that would otherwise be due prior theretosubject to all applicable withholding for federal, state, and (B) an amount equal local taxes. In the event of the Employee’s death prior to receiving all due installment payments of his/her Severance Payment, any remaining installments thereof shall be paid to the Employee’s annual bonus estate on the same payment schedule as would have occurred, but for the year death of the termination, determined as if Employee. In no event shall payment of any Severance Payment be made prior to the Employee remained employed until the end of such year, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed in such year through the effective date of termination and or prior to the denominator expiration of which is 365the revocation period, with if any, applicable to the General Release. If Employee fails to deliver such payment occurring on legally binding General Release by the same due date designated by the Company, the Company shall not have any obligation to make any Severance Payments. Employee understands that annual bonuses for should he fail or refuse to execute the year of termination are paid General Release provided by the Company, or revoke such General Release, he shall not be entitled to employees generally; (iii) subject the Severance Payment under this section. The Company shall have no further obligations to (A) the Employee’s timely election of continuation coverage Employee under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), (B) the Employee’s continued copayment of premiums at the same level and cost to the Employee as if the Employee were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), and (C) the Employee’s compliance with the obligations in Sections 9, 10 and 11 hereof, continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Employee for a period of twelve (12) months, provided that the Employee is eligible and remains eligible for COBRA coverage and provided, further, that in the event that the Employee obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 8(d)(iii) shall immediately cease; (iv) all outstanding equity awards, to the extent not previously vested, shall become fully vested. Payments and benefits provided in this Section 8(d) shall be in lieu of any termination or severance payments or benefits for which the Employee may be eligible under any of the severance pay plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulationAgreement.

Termination By Company Without Cause or By Employee For Good Reason. If the The Term and Employee’s employment with Company may be terminated by Company at any time without Cause or by Employee for Good Reason by the Company delivery to the other party of written notice of termination stating the Termination Date (which shall not be any sooner than 10 Business Days following the delivery of such notice of termination) and the basis upon which this Agreement is terminated by being terminated. Upon the Company other than for Cause, or if termination of the Term and Employee’s employment is terminated with the Company by the Company without Cause or by Employee for Good Reason, the Company shall pay or provide the Employee with the following, subject will be entitled to the provisions of Section 24 hereof: (i) the Employee’s Accrued Benefits; Compensation, (ii) subject to the reimbursement for Employee’s compliance with the obligations in Sections 9Unreimbursed Expenses, 10 and 11 hereof(iii) such employee benefits (including equity compensation), and subject if any, as to Section 24(b)(A) hereof in the case of amounts in excess which Employee may be entitled under Company’s employee benefit plans as of the Separation Pay Limit Termination Date, (iv) a pro rata portion of the bonus payment set forth in Section 4.2, based upon the number of days Employee was employed during the Company’s fiscal year for which such bonus is computed, to the extent that the Separation Pay Limit is applicable, (A) an amount equal goals applicable to such bonus are actually met for the Employee’s monthly Base Salary rate (but not as an employee)fiscal year in question, which would continue to be paid monthly for a period of twelve (12) months following such termination, provided that the first payment shall be made on payable at the first payroll date after same time such bonus would have been paid under Section 4(b) hereof (the sixtieth (60th) day following termination of employment and shall include payment of amounts that would otherwise be due prior thereto“Pro-Rata Bonus”), and (Bv) an amount equal the Severance Payment, but will not be entitled to any other salary, benefits, bonus or other compensation of any kind with respect to periods after the Employee’s annual bonus for the year of the terminationTermination Date, determined except as if the otherwise required by applicable Law. The Company will pay Employee remained employed until the end of such year, multiplied by his Accrued Compensation in a fraction, the numerator of which is the number of calendar days that have elapsed in such year through the date of termination and the denominator of which is 365, with such payment occurring lump sum on the same date that annual bonuses for the year earliest of termination are paid to employees generally; (iii) subject to (A) the Employee’s timely election of continuation coverage date required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), applicable Law or (B) the date on which Company’s next regularly scheduled payroll occurs. The Company will pay Employee his Unreimbursed Expenses in accordance with Company policy, but in no event later than thirty (30) days after the Termination Date. The Company will pay the Severance Payment in equal monthly installments (without interest) on the first day of each calendar month, beginning on the first day of the calendar month after the release described below in this Section 3.2(b) becomes effective. Company’s obligation to pay (or to continue to pay) the Severance Payment, as contemplated by this Section 3.2(b), is expressly conditioned upon Employee’s continued copayment of premiums at the same level and cost (x) timely delivery to the Employee as if the Employee were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars)Company, and (C) the Employee’s compliance with the obligations in Sections 9non-revocation, 10 and 11 hereofof an executed full general release, continued participation in the Company’s group health plan (standard form provided to the extent permitted under applicable law and the terms of such plan) which covers the Employee for a period of twelve (12) monthssimilarly situated employees, provided that the Employee is eligible and remains eligible for COBRA coverage and providedreleasing all claims, furtherknown or unknown, that in the event that the Employee obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 8(d)(iii) shall immediately cease; (iv) all outstanding equity awards, to the extent not previously vested, shall become fully vested. Payments and benefits provided in this Section 8(d) shall be in lieu of any termination or severance payments or benefits for which the Employee may have against Company and its Affiliates arising out of or in any way related to Employee’s employment or termination of employment with Company, but not including any failures to pay the amounts payable to Employee hereunder, which release will be eligible under any provided within five (5) days after the Termination Date, and (y) continued compliance by Employee with the provisions of Article Five. If Company does not receive the executed general release from Employee within 30 days following the Termination Date (or fifty (50) days following the Termination Date if 29 U.S.C. Sec. 626(f)(1)(F)(ii) applies) (such thirty (30)-day or fifty (50)-day period, as applicable, the “Release Execution Period”), or Employee revokes the release, or Employee fails to comply with the provisions of Article Five, or Employee has filed claims or a lawsuit against Company or its Affiliates, Company shall not be obligated to pay or continue to pay, and Employee shall not be entitled to receive or continue to receive, the Severance Payment. Notwithstanding the foregoing, if the Release Execution Period begins in one taxable year and ends in another taxable year, the Severance Payment shall not commence until the beginning of the severance pay plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulationsecond taxable year.

Termination By Company Without Cause or By Employee For Good Reason. (i) If the Employee’s employment by at any time the Company is terminated by the Company terminates Employee's employment other than for CauseCause (as defined below), or if the Employee’s at any time Employee terminates his employment is terminated by the Employee for Good ReasonReason (as defined below), then, during the period of time from the termination date until the first anniversary of the termination date (the "Severance Term"), the Company shall pay or provide the Employee with the following, subject to the provisions of Section 24 hereof: (i) the Accrued Benefits; (ii) subject to the Employee’s compliance with the obligations in Sections 9, 10 and 11 hereof, and subject to Section 24(b)(A) hereof in the case of amounts in excess of the Separation Pay Limit to the extent that the Separation Pay Limit is applicable, (A) an amount equal pay to Employee the Employee’s monthly Base Salary, in accordance with the Company's payroll practices (the "Salary rate (but not as an employeeSeverance Benefit"), which would continue to be paid monthly for a period of twelve (12) months following such termination, provided that the first payment shall be made on the first payroll date after the sixtieth (60th) day following termination of employment and shall include payment of amounts that would otherwise be due prior thereto, and (B) an amount equal make available to Employee the Employee’s annual bonus for the year of the termination, determined as if the Employee remained employed until the end of such year, multiplied benefits made generally available by a fraction, the numerator of which is the number of calendar days that have elapsed in such year through the date of termination and the denominator of which is 365, with such payment occurring on the same date that annual bonuses for the year of termination are paid to employees generally; (iii) subject to (A) the Employee’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), (B) the Employee’s continued copayment of premiums at the same level and cost to the Employee as if the Employee were an employee of the Company (excludingto its employees, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), and (C) the Employee’s compliance with the obligations in Sections 9, 10 and 11 hereof, continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of the benefit plans. Notwithstanding anything in this Agreement to the contrary, if required to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, then: (A) the Salary Severance Benefit for the first six (6) months of the Severance Term shall accrue during such plan) which covers the Employee for a period of twelve six (126) months, provided that but shall not be paid to Employee until the first day of the seventh month of the Severance Term; and (B) Employee shall pay the life insurance premiums and such other benefit expenses (as may be required under Section 409A of the Internal Revenue Code) applicable to the first six (6) months of the Severance Term, for which Employee shall be reimbursed on an after-tax basis on the first day of the seventh month of the Severance Term. (ii) The Company's termination of Employee's employment shall be for "Cause" if Employee: (A) exhibits willful misconduct or dishonesty; (B) is eligible and remains eligible for COBRA coverage and provided, further, that convicted of a felony; (C) acts (or fails to act) in the event that the Employee obtains other employment that offers group health benefits, such continuation performance of coverage by his duties to the Company under this Section 8(d)(iiiin bad (good) shall immediately cease; (iv) all outstanding equity awards, faith and to the extent not previously vested, shall become fully vested. Payments and benefits provided in Company's detriment; (D) materially breaches this Section 8(d) shall be in lieu of any termination or severance payments or benefits for which the Employee may be eligible under any of the severance pay plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 Agreement or any similar state statute or regulation.other agreement; or

Termination By Company Without Cause or By Employee For Good Reason. If the Employee’s 's employment by the Company is terminated by the Company other than for Cause, without Cause or if the Employee’s employment is terminated by the Employee for Good Reason, the Company shall pay or provide the Employee with the following, subject to the provisions of Section 24 hereof: (i) the Accrued BenefitsCompany shall pay to Employee (A) his Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, (B) the greater of a lump-sum payment equal to two (2) times Employee's then current Base Salary or the minimum Base Salary due under the remaining Employment Period and (C) the greater of a lump-sum payment equal to two (2) times the amount of the Bonus, if any, paid to Employee in the year immediately prior to the year of termination or the target Bonus due under the remaining Employment Period. Such payment under clauses (B) and (C) hereof shall be made as soon as administratively feasible following the Date of Termination and execution of a valid Release, but in no event more than forty-five (45) days following the execution of such Release; (ii) subject the Company shall provide a reasonable allowance for outplacement services, not to exceed $7,500; (iii) For the Employee’s compliance with the obligations in Sections 9, 10 and 11 hereof, and subject to Section 24(b)(A) hereof in the case of amounts in excess of the Separation Pay Limit to the extent that the Separation Pay Limit is applicable, (A) an amount equal to the Employee’s monthly Base Salary rate (but not as an employee), which would continue to be paid monthly for a period longer of twelve (12) months or the remaining Employment Period following such termination, provided that the first payment Company shall be made on continue to provide Employee with the first payroll date after same level of medical benefits upon substantially the sixtieth same terms and conditions (60thincluding contributions required by Employee for such benefits) day following termination as existed immediately prior to Employee's termination; provided, that, if Employee cannot continue to participate in the Company's plans providing such benefits, the Company shall reimburse Employee the cost of employment and shall include payment of amounts that would otherwise be due prior thereto, and (B) an amount equal to the Employee’s annual bonus for the year of the termination, determined obtaining such benefits as if continued participation had been permitted. Notwithstanding the foregoing, in the event Employee remained becomes re-employed until the end of with another employer and becomes eligible to receive comparable benefits from such year, multiplied by a fractionemployer, the numerator of which is the number of calendar days that have elapsed benefit described in such year through the date of termination and the denominator of which is 365, with such payment occurring on the same date that annual bonuses for the year of termination are paid to employees generally; this clause (iii) subject to (A) the Employee’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), (B) the Employee’s continued copayment of premiums at the same level and cost to the Employee as if the Employee were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), and (C) the Employee’s compliance with the obligations in Sections 9, 10 and 11 hereof, continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Employee for a period of twelve (12) months, provided that the Employee is eligible and remains eligible for COBRA coverage and provided, further, that in the event that the Employee obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 8(d)(iii) shall immediately cease;; and (iv) all outstanding equity awards, to the extent not previously vested, shall become fully vested. Payments and benefits provided in this Section 8(d) Employee shall be entitled to any other rights, compensation and/or benefits as may be due to Employee in lieu accordance with the terms and provisions of any termination or severance payments or benefits for which the Employee may be eligible under any of the severance pay plansagreements, policies plans or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulationCompany.

Termination By Company Without Cause or By Employee For Good Reason. If the The Company may terminate Employee’s employment by without Cause at any time, and Employee may likewise terminate his employment at any time. If, during the Employment Term (including without limitation following a Change of Control), Employee’s employment with the Company is terminated by the Company without Cause or Employee terminates employment with the Company for Good Reason (other than for CauseGood Reason in Connection with a Significant Corporate Transaction), or if the Employee’s employment is terminated by the Employee for Good Reason, the Company shall pay or provide the Employee with the following, then subject to Section 6(f), Employee shall receive the provisions following payments and benefits (all of Section 24 hereof:which payments and benefits described under Sections 6(b)(i) through 6(b)(vi) and the terms and conditions under which such payments and benefits are to be paid or provided, are collectively referred to as the “Severance Benefits”): (i) a severance payment in an amount equal to one times Employee’s annual base salary in effect as of the Accrued BenefitsTermination Date (less applicable withholding taxes), which amount shall be payable in a single lump sum on the first payroll date that is at least 60 days following the Termination Date (but, in any event, by no later than March 15 of the calendar year immediately following the calendar year that includes the Termination Date), in accordance with Section 13(b)(ii) hereof; (ii) subject to the Employee’s compliance with the obligations an additional severance payment in Sections 9, 10 and 11 hereof, and subject to Section 24(b)(A) hereof in the case of amounts in excess of the Separation Pay Limit to the extent that the Separation Pay Limit is applicable, (A) an amount equal to 100% of the Employee’s monthly Base Salary rate Target Bonus for the year in which the Termination Date occurs (but not as an employeeless applicable withholding taxes), which would amount shall be payable in a single lump sum on the first payroll date that is at least 60 days following the Termination Date (but, in any event, by no later than March 15 of the calendar year immediately following the calendar year that includes the Termination Date), in accordance with Section 13(b)(ii) hereof; (iii) a lump sum payment in an amount equal to (i) the monthly COBRA premium in effect under the Company’s group health plan as of the Termination Date for the coverage in effect under such plan for Employee (and Employee’s spouse and dependent children) on such date multiplied by (ii) 12, which amount shall be payable in a single lump sum on the first payroll date that is at least 60 days following the Termination Date (but, in any event, by no later than March 15 of the calendar year immediately following the calendar year that includes the Termination Date), in accordance with Section 13(b)(ii) hereof; (iv) all of Employee’s then-unvested RSU Grant shall immediately vest and, in the event that Employee does not continue to be paid monthly serve on the Board following the Termination Date, all of the then-unvested options and other equity awards issued to Employee before November 11, 2010 shall immediately vest and become exercisable in accordance with their terms; (v) Employee’s outstanding MSU Grants, to the extent unearned as of the Termination Date, shall become Earned MSUs in an amount calculated in accordance with Section 19.3 or 19.4 of the applicable Award Agreement, as applicable, and all of Employee’s outstanding Earned MSUs (including MSUs that become Earned MSUs as described in this Section 6(b)(v)) that are unvested as of the Termination Date shall become 100% vested; (vi) if (A) the Termination Date occurs prior to the one-year anniversary of the Effective Date, the Initial Option will become vested with respect to 500,000 shares (as adjusted for stock splits, stock dividends, and similar transactions occurring after the Effective Date) of the Company’s common stock and (B) if the Termination Date occurs on or after the one-year anniversary of the Effective Date, the Options will become vested with respect to 100% of the shares of the Company’s common stock issuable upon exercise thereof; and (vii) To the extent vested (including as a period result of the acceleration provided under Section 6(b)(vi)), each of the Options will remain exercisable until the first to occur of twelve (12) months following the Termination Date or such termination, provided that the first payment shall be made on the first payroll date after the sixtieth (60th) day following termination of employment and shall include payment of amounts that would otherwise be due prior thereto, and (B) an amount equal to the EmployeeOption’s annual bonus for the year of the termination, determined as if the Employee remained employed until the end of such year, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed in such year through the date of termination and the denominator of which is 365, with such payment occurring on the same date that annual bonuses for the year of termination are paid to employees generally; (iii) subject to (A) the Employee’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), (B) the Employee’s continued copayment of premiums at the same level and cost to the Employee as if the Employee were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), and (C) the Employee’s compliance with the obligations in Sections 9, 10 and 11 hereof, continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Employee for a period of twelve (12) months, provided that the Employee is eligible and remains eligible for COBRA coverage and provided, further, that in the event that the Employee obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 8(d)(iii) shall immediately cease; (iv) all outstanding equity awards, to the extent not previously vested, shall become fully vested. Payments and benefits provided in this Section 8(d) shall be in lieu of any termination or severance payments or benefits for which the Employee may be eligible under any of the severance pay plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulationoriginal expiration date.

Termination By Company Without Cause or By Employee For Good Reason. If the The Company may terminate Employee’s employment by without Cause at any time, and Employee may likewise terminate his employment at any time. If Employee’s employment with the Company is terminated by the Company other than for Cause, without Cause or if Employee terminates employment with the Employee’s employment is terminated by the Employee Company for Good Reason, and Employee signs within sixty (60) days of termination and does not revoke a Release as may be permitted by law, and continues to abide by any continuing obligations to the Company Company, then Employee shall pay or provide the Employee with receive the following, subject to the provisions of Section 24 hereof: (i) a severance payment in an amount equal to one-time’s Employee’s annual base salary (less applicable withholding taxes), as then in effect, payable in one payment that the Accrued Benefits;Company shall deliver to Employee no later than fourteen (14) days from the date on which Employee has returned to the Company an original signed Release. (ii) subject to the Employee’s compliance with the obligations severance pay in Sections 9, 10 and 11 hereof, and subject to Section 24(b)(A) hereof in the case of amounts in excess of the Separation Pay Limit to the extent that the Separation Pay Limit is applicable, (A) an amount equal to the 50% of Employee’s monthly Base Salary annual bonus rate (but not For the purpose of this provision only, Employee’s Annual Bonus Rate shall be the greater of either the most recent Incentive Bonus (as an employeeset forth in Paragraph 5(b), above) Employee earned or sixty percent (60%) of Employee’s annual base salary in effect at the time of termination or resignation less applicable withholding taxes), as then in effect. The Company shall deliver this payment to Employee no later than fourteen (14) days from the date on which would continue Employee has returned to be paid monthly the Company an original signed Release. (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for a period of twelve (12) months following such termination, provided that the first payment shall be made Employee on the first payroll date after day immediately preceding the sixtieth Termination Date; provided, however, that (60thA) day following termination the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of employment and shall include payment the Internal Revenue Code of amounts that would otherwise be due prior thereto1986, as amended; and (B) an amount equal to the Employee’s annual bonus for the year of the termination, determined as if the Employee remained employed until the end of such year, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed in such year through the date of termination and the denominator of which is 365, with such payment occurring on the same date that annual bonuses for the year of termination are paid to employees generally; (iii) subject to (A) the Employee’s timely election of elects continuation coverage under pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage until the earlier of (By) the Employee’s continued copayment of premiums at the same level and cost date Employee is no longer eligible to the Employee as if the Employee were an employee of the Company receive continuation coverage pursuant to COBRA, or (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), and (Cz) the Employee’s compliance with the obligations in Sections 9, 10 and 11 hereof, continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Employee for a period of twelve (12) months, provided that months from the Termination Date; (iv) fifty percent (50%) of the Employee’s then-unvested stock options shall immediately vest and become exercisable and Employee is eligible shall have twelve (12) months following the Termination Date to exercise such vested shares and remains eligible for COBRA coverage and fifty percent (50%) of the Employee’s then-unvested restricted stock units (RSUs) shall immediately vest; provided, furtherhowever, that in the event that of a conflict between the Employee obtains other employment that offers group health benefitsterms and conditions of any such stock option agreement or Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement, as the case may be, and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in any such continuation stock option agreement or Notice of coverage by Grant of Restricted Stock Units and Restricted Stock Unit Agreement, as the Company under this Section 8(d)(iii) shall immediately cease; (iv) all outstanding equity awards, to the extent not previously vestedcase may be, shall become fully vested. Payments and benefits be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern; provided further, however, that notwithstanding the foregoing in no event shall the extended twelve (12) month exercise period specified in this Section 8(d6(b)(iv) shall be in lieu modify or extend the Expiration Date of any termination or severance payments or benefits for which the Employee may be eligible under any of the severance pay plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulationstock option as set forth in such stock option agreement.