Common use of Termination by Company Without Cause or by the Executive with Good Reason Clause in Contracts

Termination by Company Without Cause or by the Executive with Good Reason. If Executive is terminated: (i) by the Company without Cause; or (ii) because Executive terminates his employment with the Company for Good Reason (each a “Severance Event”), provided that Executive executes and does not revoke a general release substantially in the form attached as Appendix A hereto no later than 60 days after the date of termination, the Company shall: (A) continue to pay Executive, in accordance with the Company’s regular periodic payroll practices in place immediately prior to such termination, an amount equal to Executive’s Base Salary for twelve (12) months from the effective date of Executive’s termination (the “Severance Term”); (B) pay his annual earned bonus, in the month of January for the succeeding year, which would otherwise have been payable for the year in which Executive’s employment terminated, assuming for the purpose of determining such bonus that any specified milestones have been achieved, on a pro rata basis for the portion of the year that Executive is actually employed, such amount to be payable as if no such termination had occurred and that therefore the full target bonus had been earned; and (C) pay an amount throughout the Severance Term equal to Executive’s monthly cost of coverage with respect to health benefits immediately prior to the Termination Event, with payment of such benefits to be made in any event no later than the end of the calendar year immediately following the calendar year in which Executive’s employment terminated. Amounts due under Section 7(b)(A) and (C) shall commence within 60 days after the effectiveness of the release described above; provided that if the 60-day period for providing a general release spans two calendar years, payment shall commence to be made in the second calendar year with a catch-up payment for amounts that would have commenced earlier but for the operation of this sentence. Amounts due under this Section 7(b) shall be paid without mitigation or offset for any other amount earned by Executive. Upon termination of Executive’s employment as the result of a Severance Event, all of Executive’s stock options that would otherwise have vested during the twelve (12) month period from the effective date of such termination (assuming no termination had occurred) shall vest as of immediately prior to such termination.

Termination by Company Without Cause or by the Executive with Good Reason. If Executive is terminated: terminated (i) by the Company without Cause; or (ii) because Executive terminates his employment with the Company for Good Reason (each a “Severance Event”), provided that Executive executes and does not revoke a general release substantially in the form attached as Appendix A hereto no later than 60 days after the date of termination, the Company shall: (A) continue to pay Executive, in accordance with the Company’s regular periodic payroll practices in place immediately prior to such termination, an amount equal to Executive’s Base Salary for twelve six (126) months from the effective date of Executive’s termination (the “Severance Term”); (B) pay his annual earned bonus, in the month of January for the succeeding year, which would otherwise have been payable for the year in which Executive’s employment terminated, assuming for the purpose of determining such bonus that any specified milestones have been achieved, on a pro rata basis for the portion of the year that Executive is actually employed, such amount to be payable as if no such termination had occurred and that therefore the full target bonus had been earned; and (C) pay an amount throughout the Severance Term equal to Executive’s monthly cost of coverage with respect to health benefits immediately prior to the Termination Event, with payment of such benefits to be made in any event no later than the end of the calendar year immediately following the calendar year in which Executive’s employment terminated. Amounts due under Section 7(b)(A) and (C) shall commence within 60 days after the effectiveness of the release described above; provided that if the 60-day period for providing a general release spans two calendar years, payment shall commence to be made in the second calendar year with a catch-up payment for amounts that would have commenced earlier but for the operation of this sentence. Amounts due under this Section 7(b) shall be paid without mitigation or offset for any other amount earned by Executive. Upon termination of Executive’s employment as the result of a Severance Event, all of Executive’s stock options that would otherwise have vested during the twelve six (126) month period from the effective date of such termination (assuming no termination had occurred) shall vest as of immediately prior to such termination.

Termination by Company Without Cause or by the Executive with Good Reason. If Executive is terminated: (i) by the Company without Cause; or (ii) because Executive terminates his her employment with the Company for Good Reason (each a “Severance Event”), provided that Executive executes and does not revoke a general release substantially in the form attached as Appendix A hereto no later than 60 days after the date of termination, the Company shall: (A) continue to pay Executive, in accordance with the Company’s regular periodic payroll practices in place immediately prior to such termination, an amount equal to Executive’s Base Salary for twelve (12) months from the effective date of Executive’s termination (the “Severance Term”); (B) pay his her annual earned bonus, in the month of January for the succeeding year, which would otherwise have been payable for the year in which Executive’s employment terminated, assuming for the purpose of determining such bonus that any specified milestones have been achieved, on a pro rata basis for the portion of the year that Executive is actually employed, such amount to be payable as if no such termination had occurred and that therefore the full target bonus had been earned; and (C) pay an amount throughout the Severance Term equal to (x) Executive’s monthly cost of coverage with respect to health benefits immediately prior to the Termination Event, and (y) the taxable life insurance coverage otherwise made available to Executive under this Agreement, with payment of such benefits to be made in any event no later than the end of the calendar year immediately following the calendar year in which Executive’s employment terminated. Amounts due under Section 7(b)(A) and (CC)(x) shall commence within 60 days after the effectiveness of the release described above; provided that if the 60-day period for providing a general release spans two calendar years, payment shall commence to be made in the second calendar year with a catch-up payment for amounts that would have commenced earlier but for the operation of this sentence. Amounts due under this Section 7(b) shall be paid without mitigation or offset for any other amount earned by Executive. Upon termination of Executive’s employment as the result of a Severance Event, all of Executive’s stock options that would otherwise have vested during the twelve (12) month period from the effective date of such termination (assuming no termination had occurred) shall vest as of immediately prior to such termination.

Termination by Company Without Cause or by the Executive with Good Reason. If Executive is terminated: (i) by the Company without Cause; or (ii) because Executive terminates his her employment with the Company for Good Reason (each a “Severance Event”), provided that Executive executes and does not revoke a general release substantially in the form attached as Appendix A hereto no later than 60 days after the date of termination, the Company shall: (A) continue to pay Executive, in accordance with the Company’s regular periodic payroll practices in place immediately prior to such termination, an amount equal to Executive’s Base Salary for twelve (12) months from the effective date of Executive’s termination (the “Severance Term”); (B) pay his her annual earned bonus, in the month of January for the succeeding year, which would otherwise have been payable for the year in which Executive’s employment terminated, assuming for the purpose of determining such bonus that any specified milestones have been achieved, on a pro rata basis for the portion of the year that Executive is actually employed, such amount to be payable as if no such termination had occurred and that therefore the full target bonus had been earned; and (C) pay an amount throughout the Severance Term equal to Executive’s monthly cost of coverage with respect to health benefits immediately prior to the Termination Event, with payment of such benefits to be made in any event no later than the end of the calendar year immediately following the calendar year in which Executive’s employment terminated. Amounts due under Section 7(b)(A) and (C) shall commence within 60 days after the effectiveness of the release described above; provided that if the 60-day period for providing a general release spans two calendar years, payment shall commence to be made in the second calendar year with a catch-up payment for amounts that would have commenced earlier but for the operation of this sentence. Amounts due under this Section 7(b) shall be paid without mitigation or offset for any other amount earned by Executive. Upon termination of Executive’s employment as the result of a Severance Event, all of Executive’s stock options that would otherwise have vested during the twelve (12) month period from the effective date of such termination (assuming no termination had occurred) shall vest as of immediately prior to such termination.