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

Termination by Company Without Cause or Termination by Executive for Good Reason. In the event that Executive’s employment is terminated (x) by the Company without Cause (and other than due to the Executive’s death or Disability) (for avoidance of doubt, termination of the Executive’s employment by the Company without Cause shall include the failure of the Company to not renew or extend the term of the Executive’s employment at the end of the Employment Term without Cause) or (y) by Executive for Good Reason (and either such termination is not within 13 months following a Change in Control), the Company shall pay or provide Executive (i) the earned but unpaid portion of Executive’s Base Salary through the employment termination date; (ii) reimbursement of all business expenses for which Executive is entitled to be reimbursed pursuant to Section 7(c) above, but for which Executive has not yet been reimbursed; (iii) vested benefits, if any, to which Executive may be entitled under the Company’s employee benefit plans as of the employment termination date; (iv) any Annual Bonus earned with respect to the previous calendar year but unpaid as of the employment termination date; (v) a prorated amount of the Annual Bonus for the calendar year in which the termination occurs, calculated by multiplying the Annual Bonus that Executive would have received for such year had Executive’s employment continued through the end of such calendar year by a fraction, the numerator of which is the number of days the Executive was employed during the applicable year and the denominator of which is 365; (vi) immediate vesting of all outstanding stock options and restricted stock awards issued to Executive, and thereafter shall be exercisable until the earlier of (A) 12 months after the Employment termination date or (B) the original expiration date of such stock options (but in no event later than the date at which such options may remain outstanding without subjecting the options to the excise tax under Code Section 409A, as defined below); (vii) salary continuation severance pay at the Base Salary rate for an additional twenty-four (24) months (the “Severance Period”); provided, however, any such severance payments will immediately end if (1) Executive is in material violation of any of his obligations under this Agreement, including Section 11; or (2) the Company, after Executive’s termination, learns of any facts about his job performance or conduct that would have given the Company Cause, as defined in Section 8(c), to terminate his employment. Any amounts payable pursuant to subparts (v) and (vii) of this Section 9(c) shall not be paid until the Company’s first scheduled regular payroll date following the date the General Release (as defined below) is executed and no longer subject to revocation, with the first such payment being in 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, however, that any such amounts that constitute nonqualified deferred compensation within the meaning of Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (“Code Section 409A”) shall not be paid until the 60th day following such termination to the extent necessary to avoid adverse tax consequences under Section 409A, and, if such payments are required to be so deferred, the first payment shall be in 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.

Termination by Company Without Cause or Termination by Executive for Good Reason. In the event that the Executive’s 's employment is terminated by (xi) by the Company without Cause or (ii) the Executive for Good Reason, then the Company shall continue to pay or provide, as applicable, in accordance with the Company's normal payroll practices unless otherwise specified, the following compensation and other than due benefits to the Executive’s death or Disability: (1) (for avoidance of doubt, termination The Annual Base Salary of the Executive’s employment by the Company without Cause shall include the failure Executive for a period of one (1) year after expiration of the notice period or termination, whichever is later; (2) The retention stock options (the stock options to retain the Executive as opposed to the stock options based on Company to not renew or extend the term of the Executive’s employment at the end of the Employment Term without Causeperformance) or (y) by Executive for Good Reason (and either such termination is not within 13 months following a Change in Control), the Company shall pay or provide Executive (i) the earned but unpaid portion of Executive’s Base Salary through the employment termination date; (ii) reimbursement of all business expenses for which the Executive is entitled to was potentially eligible in the calendar year of termination will be reimbursed pursuant to Section 7(c) above, but pro-rated for which Executive has not yet been reimbursed; (iii) the months of service in the calendar year and will be granted and fully vested benefits, if any, to which Executive may be entitled under the Company’s employee benefit plans as of the employment termination date; date of termination; (iv3) any Annual Bonus earned with respect A payment equal in amount to both semi-annual bonuses for which the previous calendar year but unpaid as of the employment termination date; (v) a prorated amount of the Annual Bonus for Executive was potentially eligible in the calendar year in which the Executive was terminated. This payment will be made within 15 days of termination. The payment shall be calculated based on the potential semi-annual bonuses tied to the annual sales in effect at the time of termination occurs, calculated by multiplying and shall be paid irrespective of whether the Annual Bonus that Executive would have received Company achieved or was on track to achieve its internal financial goals for such year had Executive’s employment continued through the end of such calendar year by and/or whether a fraction, semi-annual bonus had already been paid to the numerator Executive in the calendar year of termination. (4) The long term incentive payment for which is the number of days the Executive was employed during the applicable year and the denominator potentially eligible. This payment will be made within 15 days of which is 365; (vi) immediate vesting of all outstanding stock options and restricted stock awards issued to Executive, and thereafter termination. The payment shall be exercisable until calculated as if the earlier Company had achieved a minimum cumulative EBITDA of (A) 12 months after [* *****] Confidential Material redacted and filed separately with the Employment termination date Commission****] dollars irrespective of whether the Company had achieved it or (B) was on track to achieve it. Additionally, if on the original expiration date of such stock options termination, the Company has achieved more than [*****] dollars of cumulative EBITDA, then the executive shall also receive five (but $.05) cents for every EBITDA dollar achieved over [*****] dollars. (5) Continuing coverage for all purposes (including eligibility, coverage, vesting and benefit accruals, as applicable), for the salary continuation period described in no event later than subsection (a)(l) above, to the extent not prohibited by law, for the Executive and his eligible dependents under all of the employee benefit plans in effect and applicable to Executive and his eligible dependents as of the date at which of his termination. In the event that the Executive and/or his eligible dependents, because of the Executive's terminated status, cannot be covered or fully covered under any or all of such options plans, the Company shall continue to provide the Executive and/or his eligible dependents with the same level of such benefits and coverage in effect prior to termination, payable from the general assets of the Company if necessary. Notwithstanding the foregoing, the Executive may remain outstanding without subjecting the options elect (by giving written notice to the excise tax under Code Section 409A, as defined below); (vii) salary continuation severance pay at Company prior to the Base Salary rate for an additional twenty-four (24) months (the “Severance Period”); provided, however, any such severance payments will immediately end if (1) Executive is in material violation of any termination of his obligations under this Agreement, including Section 11; or (2) the Company, after Executive’s termination, learns of any facts about his job performance or conduct that would have given the Company Cause, as defined in Section 8(cemployment hereunder), on a benefit by benefit basis to terminate his employment. Any amounts payable pursuant to subparts (v) and (vii) receive in lieu of this Section 9(c) shall not be paid until the Company’s first scheduled regular payroll date following the date the General Release (as defined below) is executed and no longer subject to revocationcontinuing coverage, with the first such payment being cash in an amount equal to the total present value (using an 8% annual discount rate) of the projected cost to the Company of providing such benefit for such continuation period. The aggregate amount of cash to which the Executive would otherwise have been is entitled during pursuant to the period following preceding sentence shall be payable by the Company to the Executive within sixty (60) days after the date of the termination if such deferral had not been requiredof Executive's employment hereunder; provided, however, that any such amounts that constitute nonqualified deferred compensation within The Executive's subsequent death or disability shall in no way affect or limit the meaning of Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (“Code Section 409A”) shall not be paid until the 60th day following such termination to the extent necessary to avoid adverse tax consequences Company's obligations under Section 409A, and, if such payments are required to be so deferred, the first payment shall be in 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 requiredthis Section.

Termination by Company Without Cause or Termination by Executive for Good Reason. In If the event that Executive’s employment is terminated (x) Triggering Event was a Termination by the Company without Without Cause (or a Termination by the Executive for Good Reason, the Executive shall be entitled to receive his Annual Base Compensation and other than due to accrued but unpaid vacation through the Executive’s death or Disability) (date thereof plus, in the case of a Termination by the Company Without Cause and in the reasonable discretion of the Chief Executive Officer based upon whether it then appears the Potential Annual Target Bonus for avoidance of doubtthe year would have been earned by the Executive had he remained employed by the Company, termination a pro rata portion of the Executive’s employment by the Company without Cause shall include the failure of the Company to not renew or extend the term of the Executive’s employment at the end of the Employment Term without Cause) or (y) by Executive for Good Reason (and either such termination is not within 13 months following a Change in Control), the Company shall pay or provide Executive (i) the earned but unpaid portion of Executive’s Base Salary through the employment termination date; (ii) reimbursement of all business expenses for which Executive is entitled to be reimbursed pursuant to Section 7(c) above, but for which Executive has not yet been reimbursed; (iii) vested benefits, if any, to which Executive may be entitled under the Company’s employee benefit plans as of the employment termination date; (iv) any Potential Annual Bonus earned with respect to the previous calendar year but unpaid as of the employment termination date; (v) a prorated amount of the Annual Target Bonus for the calendar year in which the termination occurs, calculated by multiplying the Annual Bonus that Executive would have received for such year had Executive’s employment continued through the end of such calendar year by a fraction, the numerator of which is Triggering Event occurred (based on the number of days the Executive was employed during the applicable year calendar year), payable in accordance with the Company’s normal payroll practices; provided that in addition: (x) the Executive shall become fully vested in his Time-Vested Option and (y) for each month of the denominator Severance Period (as that term is defined Glossary appearing in Article VII hereof), the Executive shall also be paid an amount equal to one-twelfth (1/12th) of his then current Annual Base Compensation, commencing with the last day of the month of in which is 365; (vi) immediate vesting of all outstanding stock options and restricted stock awards issued to Executive, and thereafter shall be exercisable until occurred the earlier later of (A) 12 months after the last day of the Employment termination date Period or (B) the original expiration date of the seven (7) day revocation period within which the Executive could revoke the General Release referred to in clause (i) below (such stock options (but in no event later than the date at which such options may remain outstanding without subjecting the options cash payments being collectively referred to the excise tax under Code Section 409A, as defined below); (vii) salary continuation severance pay at the Base Salary rate for an additional twenty-four (24) months (the “Additional Severance PeriodBenefits”); provided, however, any such severance payments will immediately end if further provided that: (1) Executive is in material violation of any of his obligations under this Agreement, including Section 11; or (2i) the Company, after Executive’s termination, learns Executive shall be entitled to receive such acceleration of any facts about his job performance or conduct that would have given vesting of the Time-Vested Option and the Additional Severance Benefits during the Severance Period if and only if the Executive has executed and delivered to the Company Cause, as defined in Section 8(c), to terminate his employment. Any amounts payable pursuant to subparts (v) and (vii) of this Section 9(c) shall not be paid until the Company’s first scheduled regular payroll date following the date the General Release substantially in form and substance as set forth in Exhibit D to this Agreement within twenty-one (as defined below21) is executed and no longer subject to revocation, with the first such payment being in an amount equal to the total amount to which Executive would otherwise have been entitled during the period days following the date of the termination if such deferral had of the Employment Period and not been requiredrevokes same within seven (7) days thereafter, provided that the Executive shall be entitled to receive the Additional Severance Benefits only for so long as the Executive has not breached any of his covenants to the Company set forth in Article IV of this Agreement; providedand (ii) subject to the provisions of this Section 5.2(c)(ii) the amount of the Executive’s Additional Severance Benefits shall be reduced on a dollar-for-dollar basis by the amount of the Executive’s remuneration derived from either any full-time or part-time employment or the performance of any services as an independent contractor or agent during the Severance Period (collectively, however“Offset Remuneration”), that any such amounts that constitute nonqualified deferred compensation within the meaning of Internal Revenue Code Section 409A and the regulations Executive covenants and guidance promulgated thereunder agrees as follows: (A) within ten (10) days following the close of each calendar month in the Severance Period (each a “Code Section 409AReporting Month”), the Executive will deliver to the Company a written statement fully and faithfully disclosing to the Company the identity of any full-time employer or part-time employer or Person for whom the Executive is performing services as an independent contractor or agent and the amount of Offset Remuneration collected by the Executive in that Reporting Month, if any, or otherwise certify to the Company that the Executive has received no Offset Remuneration for that Reporting Month, and also certifying the completeness and accuracy of the facts therein set forth; (B) all Offset Remuneration collected in any Reporting Month shall reduce, first the amount of the installment of Additional Severance Benefits for the month following the Reporting Month, and then each consecutive subsequent monthly installment of Additional Severance Benefits; and (C) Offset Remuneration shall not be applied against any Additional Severance Benefits already paid until by the 60th day following such termination Company to the extent necessary Executive prior to avoid adverse tax consequences the first Reporting Month in which Executive reports Offset Remuneration upon the condition that the Executive has fully performed his obligations to the Company under Section 409A, and, if such payments are required to be so deferred, the first payment shall be in 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 required5.3(c)(ii).

Termination by Company Without Cause or Termination by Executive for Good Reason. In The Employment Term and the event that Executive’s 's employment is hereunder may be terminated (x) by the Executive for Good Reason or by the Company without Cause (Cause. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and other than due subject to the Executive’s death or Disability's compliance with Section 6 of this Agreement and the Executive's execution, within 21 days following receipt, of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”), the Executive shall be entitled to receive the following: (a) (for avoidance of doubtequal installment payments payable in accordance with the Company's normal payroll practices, termination but no less frequently than monthly, which are in the aggregate equal to 12 months of the Executive’s employment by 's Base Salary and Annual Bonus at target for the Company without Cause shall include year in which the failure of the Company to not renew or extend the term date of the Executive’s 's termination occurs, which shall begin upon the lapse of any and all legal revocation period relating to the Release and continue until the 1st anniversary of the Executive's date of termination; (b) any Annual Bonus that would be earned as calculated using the “target” thresholds and bonus formula set by the Compensation Committee for the year in which termination of employment occurs, calculated on a prorated basis by taking the number of days from January 1 of that year to the termination date divided by 365, payable in equal installment payments payable in accordance with the Company's normal payroll practices, but no less frequently than monthly, which shall begin upon the lapse of any and all legal revocation period relating to the Release and continue until the 1st anniversary of the Executive's date of termination; (c) all RSUs awarded to the Executive that remain unvested shall automatically vest as of the date of termination; (d) Executive will be entitled to receive a pro rata number of shares or other compensation underlying the unvested PSUs based on the Target Award that would otherwise have vested at the end of the Employment Term without CausePerformance Period as set forth in the Award Agreement. The timing of settlement of the vested award shall be as set forth in the Award Agreement.; (e) or Any unpaid and owing amounts, including salary and including accrued vacation not taken in the current vacation year; and (yf) by If the Executive for Good Reason timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (and either such termination is not within 13 months following a Change in Control“COBRA”), the Company shall pay or provide reimburse the Executive for the monthly COBRA premium paid by the Executive for the Executive and the Executive’s dependents. Such reimbursement shall be paid to the Executive no later than the 15th day of the month immediately following the month in which the Executive timely remits the premium payment and proof thereof. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) the earned but unpaid portion 12-month anniversary of the date of the Executive’s Base Salary through the employment termination datetermination; (ii) reimbursement of all business expenses for which the date the Executive is entitled no longer eligible to be reimbursed pursuant to Section 7(c) above, but for which Executive has not yet been reimbursedreceive COBRA continuation coverage; or (iii) vested benefitsthe date on which the Executive becomes eligible to receive health insurance coverage from another employer or other source. Notwithstanding the foregoing, if anythe Company's making payments under this Section 5.2(f) would violate the nondiscrimination rules applicable to non-grandfathered, to which Executive may be entitled insured group health plans under the Company’s employee benefit plans as of the employment termination date; (iv) any Annual Bonus earned with respect to the previous calendar year but unpaid as of the employment termination date; (v) a prorated amount of the Annual Bonus for the calendar year in which the termination occurs, calculated by multiplying the Annual Bonus that Executive would have received for such year had Executive’s employment continued through the end of such calendar year by a fraction, the numerator of which is the number of days the Executive was employed during the applicable year and the denominator of which is 365; (vi) immediate vesting of all outstanding stock options and restricted stock awards issued to Executive, and thereafter shall be exercisable until the earlier of (A) 12 months after the Employment termination date or (B) the original expiration date of such stock options (but in no event later than the date at which such options may remain outstanding without subjecting the options to the excise tax under Code Section 409A, as defined below); (vii) salary continuation severance pay at the Base Salary rate for an additional twenty-four (24) months Affordable Care Act (the “Severance PeriodACA”); provided, however, any such severance payments will immediately end if (1) Executive is or result in material violation the imposition of any of his obligations penalties under this Agreement, including Section 11; or (2) the Company, after Executive’s termination, learns of any facts about his job performance or conduct that would have given the Company Cause, as defined in Section 8(c), to terminate his employment. Any amounts payable pursuant to subparts (v) and (vii) of this Section 9(c) shall not be paid until the Company’s first scheduled regular payroll date following the date the General Release (as defined below) is executed and no longer subject to revocation, with the first such payment being in 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, however, that any such amounts that constitute nonqualified deferred compensation within the meaning of Internal Revenue Code Section 409A ACA and the related regulations and guidance promulgated thereunder (“Code thereunder, the parties agree to reform this Section 409A”5.2(f) shall not be paid until the 60th day following such termination to the extent in a manner as is necessary to avoid adverse tax consequences under Section 409A, and, if such payments are required to be so deferred, comply with the first payment shall be in 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 requiredACA.

Termination by Company Without Cause or Termination by Executive for Good Reason. In the event that the Executive’s 's employment is terminated by (xi) by the Company without Cause or (ii) the Executive for Good Reason, then the Company shall continue to pay or provide, as applicable, in accordance with the Company's normal payroll practices, the following compensation and other than due benefits to the Executive’s death or Disability: (1) the Annual Base Salary of the Executive for a period of one (1) year after expiration of the notice period of termination, whichever is later; (2) the retention stock options (the stock options to retain the Executive as opposed to the stock options based on Company performance) for avoidance which the Executive was potentially eligible in the calendar year of doubttermination will be pro-rated for the months of service in the calendar year and will be granted and fully vested as of the date of termination; (3) the performance based stock options that have been granted to the Executive (because the Company has met its performance goals) but have not yet vested, shall fully vest as of the date of termination; (4) the semi-annual bonus(es) for which the Executive was potentially eligible in the calendar year of termination will be pro-rated for the months of service in the calendar year and paid as if the Company had achieved its internal financial goals; (5) Continuing coverage for all purposes (including eligibility, coverage, vesting and benefit accruals, as applicable), for the salary continuation period described in subsection (a)(i) above, to the extent not prohibited by law, for the Executive and his eligible dependents under all of the employee benefit plans in effect and applicable to Executive and his eligible dependents as of the date of his termination. In the event that the Executive and/or his eligible dependents, because of the Executive’s employment by the Company without Cause shall include the failure 's terminated status, cannot be covered or fully covered under any or all of the Company to not renew or extend the term of the Executive’s employment at the end of the Employment Term without Cause) or (y) by Executive for Good Reason (and either such termination is not within 13 months following a Change in Control)plans, the Company shall pay or continue to provide the Executive (i) and/or his eligible dependents with the earned but unpaid portion same level of Executive’s Base Salary through such benefits and coverage in effect prior to termination, payable from the employment termination date; (ii) reimbursement general assets of all business expenses for which Executive is entitled to be reimbursed pursuant to Section 7(c) abovethe Company if necessary. Notwithstanding the foregoing, but for which Executive has not yet been reimbursed; (iii) vested benefits, if any, to which the Executive may be entitled under the Company’s employee benefit plans as of the employment termination date; elect (iv) any Annual Bonus earned with respect by giving written notice to the previous calendar year but unpaid as of the employment termination date; (v) a prorated amount of the Annual Bonus for the calendar year in which Company prior to the termination occurs, calculated by multiplying the Annual Bonus that Executive would have received for such year had Executive’s employment continued through the end of such calendar year by a fraction, the numerator of which is the number of days the Executive was employed during the applicable year and the denominator of which is 365; (vi) immediate vesting of all outstanding stock options and restricted stock awards issued to Executive, and thereafter shall be exercisable until the earlier of (A) 12 months after the Employment termination date or (B) the original expiration date of such stock options (but in no event later than the date at which such options may remain outstanding without subjecting the options to the excise tax under Code Section 409A, as defined below); (vii) salary continuation severance pay at the Base Salary rate for an additional twenty-four (24) months (the “Severance Period”); provided, however, any such severance payments will immediately end if (1) Executive is in material violation of any of his obligations under this Agreement, including Section 11; or (2) the Company, after Executive’s termination, learns of any facts about his job performance or conduct that would have given the Company Cause, as defined in Section 8(cemployment hereunder), on a benefit by benefit basis to terminate his employment. Any amounts payable pursuant to subparts (v) and (vii) receive in lieu of this Section 9(c) shall not be paid until the Company’s first scheduled regular payroll date following the date the General Release (as defined below) is executed and no longer subject to revocationcontinuing coverage, with the first such payment being cash in an amount equal to the total present value (using an 8% annual discount rate) of the projected cost to the Company of providing such benefit for such continuation period. The aggregate amount of cash to which the Executive would otherwise have been is entitled during pursuant to the period following preceding sentence shall be payable by the Company to the Executive within sixty (60) days after the date of the termination if such deferral had not been required; provided, however, that any such amounts that constitute nonqualified deferred compensation within of Executive's employment hereunder. The Executive's subsequent death of disability shall in no way affect or limit the meaning of Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (“Code Section 409A”) shall not be paid until the 60th day following such termination to the extent necessary to avoid adverse tax consequences Company's obligations under Section 409A, and, if such payments are required to be so deferred, the first payment shall be in 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 requiredthis Section.