Common use of Termination by Company without Cause or Resignation by Executive for Good Reason upon or following a Change in Control Clause in Contracts

Termination by Company without Cause or Resignation by Executive for Good Reason upon or following a Change in Control. If following the consummation of a Change in Control the Employee either separates from service with Nobel Learning due to a termination by Nobel Learning without Cause or a resignation by the Employee for Good Reason, any unvested and unpaid portion of the Retention Bonus as of the date of such separation from service shall immediately and automatically become vested and payable to the Employee. The cash severance benefits payable under this Agreement are intended to meet the requirements of the short-term deferral exemption under Section 409A of the Code.