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. The Executive may terminate, by written notice to the Company, the Executive’s employment at any time for “Good Reason,” as defined below, and in the event the Company terminates the Executive without Cause, then in either such case, the Company shall pay the Executive at the time of termination:(i) an amount equal to 6 months’ Base Salary plus payment of 6 months health insurance premiums for the Executive with respect to the policy provided by the Company (or an amount equal to 9 months Base Salary plus payment of 9 months health insurance premiums for the Executive with respect to the health insurance policy provided by the Company in the event the Executive has been employed for more than 2 years) and (ii) all of the Executive’s remaining unvested restricted stock issued hereunder, if any, along with all unexercised stock options shall vest immediately upon such termination. The term Good Reason shall mean (x) the Executive, with or without change in title or formal corporate action, no longer exercises substantially all of the duties and responsibilities and no longer possess substantially all of the authority set forth in Section 3 (unless the Executive has agreed to the change in title and/or duties); (y) the Company materially breaches this Agreement, and such breach is not cured within 30 days following receipt of notice by the Company; or (z) any “Change in Control” (as defined below) of the Company. The Executive shall have a period of 30 days following the occurrence of an event constituting Good Reason under clauses (x) and (y) above and a period of 90 days following an event constituting Good Reason under clause (z) above in which to exercise his right to terminate for Good Reason, or the Executive shall be deemed to have waived that particular Good Reason. Any failure by the Company to make any required payments (including, but not limited to Base Salary) will be deemed Good Reason under this Agreement. A “Change in Control” shall mean any of the following: (A) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after such merger, consolidation or other corporate reorganization are owned by persons who were not stockholders of the Company immediately prior to such merger, consolidation or other corporate reorganization; (B) any entity or person not now an executive officer or director of the Company becomes either individually or as part of a group required to file a Schedule 13D or 13G with the Securities and Exchange Commission (“SEC”) the beneficial owner of 30% or more of the Company’s common stock; for this purpose, the terms “person” and “beneficial ownership” shall have the meanings provided in Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) or related rules promulgated by the SEC; (C) a sale of all or substantially all of the assets of the Company in a transaction requiring stockholder approval; (D) individuals who, as of the date of this Agreement, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided, however, that any individual becoming a director subsequent to the date of this Agreement appointed by a majority of the directors then comprising the Incumbent Board or whose election or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company (as such term is used in Rule 14a-11 of Regulation 14A, or any successor section, promulgated under the Exchange Act); or (E) the Board, in its sole and absolute discretion, determines that there is a Change in Control of the Company.

Termination by Company Without Cause or Termination by Executive for Good Reason. The Executive may terminate, In the event that Executive’s employment is terminated (x) by written notice the Company without Cause (and other than due to the Company, the Executive’s employment at any time death or Disability) or (y) by Executive for “Good Reason,” as defined below, Reason (and in the event the Company terminates the Executive without Cause, then in either such casetermination is not within 13 months following a Change in Control), the Company shall pay or provide Executive (i) the Executive at the time earned but unpaid portion of termination:(i) an amount equal to 6 months’ Executive’s Base Salary plus payment through the employment termination date; (ii) reimbursement of 6 months health insurance premiums 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 Executive Company’s employee benefit plans as of the employment termination date; (iv) any Annual Bonus earned with respect to the policy provided 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 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 (or an amount equal to 9 months Base Salary plus payment of 9 months health insurance premiums for the Executive with respect to the health insurance policy provided by the Company in the event the Executive has been employed for more than 2 yearsv) and (iivii) all of the Executive’s remaining unvested restricted stock issued hereunder, if any, along with all unexercised stock options this Section 9(c) shall vest immediately upon such termination. The term Good Reason shall mean (x) the Executive, with or without change in title or formal corporate action, no longer exercises substantially all of the duties and responsibilities and no longer possess substantially all of the authority set forth in Section 3 (unless the Executive has agreed to the change in title and/or duties); (y) the Company materially breaches this Agreement, and such breach is not cured within 30 days following receipt of notice by be paid until the Company; or (z) any “Change in Control” ’s first scheduled regular payroll date following the date the General Release (as defined below) of the Company. The Executive shall have a period of 30 days following the occurrence of an event constituting Good Reason under clauses (x) is executed and (y) above and a period of 90 days following an event constituting Good Reason under clause (z) above in which no longer subject to exercise his right to terminate for Good Reasonrevocation, or the Executive shall be deemed to have waived that particular Good Reason. Any failure by the Company to make any required payments (including, but not limited to Base Salary) will be deemed Good Reason under this Agreement. A “Change in Control” shall mean any of the following: (A) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after such merger, consolidation or other corporate reorganization are owned by persons who were not stockholders of the Company immediately prior to such merger, consolidation or other corporate reorganization; (B) any entity or person not now an executive officer or director of the Company becomes either individually or as part of a group required to file a Schedule 13D or 13G with the Securities and Exchange Commission (“SEC”) first such payment being in an amount equal to the beneficial owner of 30% or more of total amount to which Executive would otherwise have been entitled during the Company’s common stock; for this purpose, the terms “person” and “beneficial ownership” shall have the meanings provided in Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) or related rules promulgated by the SEC; (C) a sale of all or substantially all of the assets of the Company in a transaction requiring stockholder approval; (D) individuals who, as of period following the date of this Agreement, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, termination if such deferral had not been required; provided, however, that any individual becoming a director subsequent 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 this Agreement appointed by a majority of the directors then comprising the Incumbent Board or whose election or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though termination if such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company (as such term is used in Rule 14a-11 of Regulation 14A, or any successor section, promulgated under the Exchange Act); or (E) the Board, in its sole and absolute discretion, determines that there is a Change in Control of the Companydeferral had not been required.

Termination by Company Without Cause or Termination by Executive for Good Reason. The Executive may terminate, In the event that Executive’s employment is terminated (x) by written notice the Company without Cause (and other than due to the CompanyExecutive’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 any time for “Good Reason,” as defined below, and in the event end of the Company terminates the Executive Employment Term without Cause, then in ) or (y) by Executive for Good Reason (and either such casetermination is not within 13 months following a Change in Control), the Company shall pay or provide Executive (i) the Executive at the time earned but unpaid portion of termination:(i) an amount equal to 6 months’ Executive’s Base Salary plus payment through the employment termination date; (ii) reimbursement of 6 months health insurance premiums 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 Executive Company’s employee benefit plans as of the employment termination date; (iv) any Annual Bonus earned with respect to the policy provided 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 (or an amount equal to 9 months Base Salary plus payment of 9 months health insurance premiums for the Executive with respect to the health insurance policy provided by the Company in the event the Executive has been employed for more than 2 yearsv) and (iivii) all of the Executive’s remaining unvested restricted stock issued hereunder, if any, along with all unexercised stock options this Section 9(c) shall vest immediately upon such termination. The term Good Reason shall mean (x) the Executive, with or without change in title or formal corporate action, no longer exercises substantially all of the duties and responsibilities and no longer possess substantially all of the authority set forth in Section 3 (unless the Executive has agreed to the change in title and/or duties); (y) the Company materially breaches this Agreement, and such breach is not cured within 30 days following receipt of notice by be paid until the Company; or (z) any “Change in Control” ’s first scheduled regular payroll date following the date the General Release (as defined below) of the Company. The Executive shall have a period of 30 days following the occurrence of an event constituting Good Reason under clauses (x) is executed and (y) above and a period of 90 days following an event constituting Good Reason under clause (z) above in which no longer subject to exercise his right to terminate for Good Reasonrevocation, or the Executive shall be deemed to have waived that particular Good Reason. Any failure by the Company to make any required payments (including, but not limited to Base Salary) will be deemed Good Reason under this Agreement. A “Change in Control” shall mean any of the following: (A) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after such merger, consolidation or other corporate reorganization are owned by persons who were not stockholders of the Company immediately prior to such merger, consolidation or other corporate reorganization; (B) any entity or person not now an executive officer or director of the Company becomes either individually or as part of a group required to file a Schedule 13D or 13G with the Securities and Exchange Commission (“SEC”) first such payment being in an amount equal to the beneficial owner of 30% or more of total amount to which Executive would otherwise have been entitled during the Company’s common stock; for this purpose, the terms “person” and “beneficial ownership” shall have the meanings provided in Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) or related rules promulgated by the SEC; (C) a sale of all or substantially all of the assets of the Company in a transaction requiring stockholder approval; (D) individuals who, as of period following the date of this Agreement, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, termination if such deferral had not been required; provided, however, that any individual becoming a director subsequent 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 this Agreement appointed by a majority of the directors then comprising the Incumbent Board or whose election or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though termination if such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company (as such term is used in Rule 14a-11 of Regulation 14A, or any successor section, promulgated under the Exchange Act); or (E) the Board, in its sole and absolute discretion, determines that there is a Change in Control of the Companydeferral had not been required.

Termination by Company Without Cause or Termination by Executive for Good Reason. The Executive may terminate, by written notice to In the Company, the event that Company terminates Executive’s employment at without Cause or Executive terminates Executive’s employment for Good Reason (as defined below), all of Company’s duties and obligations under this Agreement shall cease as of the last day of Executive’s employment and Executive shall be entitled to receive, and Company shall pay, only the following: (a) all base salary earned through the last day of Executive’s employment; (b) all amounts and benefits earned or incurred pursuant to Section 2.3 through the last day of Executive’s employment; and (c) subject to the conditions set forth in Section 4.8 below, the severance payments and benefits stated below in Sections 4.3.1-4.3.4. All of said amount shall be paid less Deductions and Withholdings. For purposes of this Agreement, the term “without Cause” shall mean termination of Executive’s employment by Company for reasons other than for “Cause” (and excluding any time such termination resulting from Executive’s Incapacity or death). For the purposes of this Agreement, termination shall be for “Good Reason,” as defined belowif: (i) there is, and without Executive’s consent, a material diminution of Executive’s responsibilities with Company or a material adverse change in the event the Company terminates the Executive without CauseExecutive’s reporting responsibilities or title, then in either such each case, the Company shall pay the Executive at the time of termination:(ias they existed prior to such diminution or change; (ii) an amount equal to 6 months’ Base Salary plus payment of 6 months health insurance premiums for the Executive with respect to the policy provided there is, without Executive’s consent, a material reduction by the Company (or an amount equal to 9 months Base Salary plus payment of 9 months health insurance premiums for the Executive with respect to the health insurance policy provided by the Company in the event Executive’s annual base salary rate then in effect; or (iii) Executive’s principal work location, without Executive’s consent, is relocated outside of the Las Vegas, Nevada metropolitan area. Notwithstanding the foregoing, Executive shall not be able to terminate Executive’s employment for Good Reason unless: (i) Executive has been employed for more than 2 yearsdelivered written notice to Company stating Executive’s intent to exercise the rights pursuant to this Section within thirty (30) days following the first occurrence of a condition that would constitute Good Reason and describing all the relevant facts constituting such condition; (ii) all Company has failed to remedy such condition within thirty (30) days following its receipt of the such written notice; and (iii) Executive’s remaining unvested restricted stock issued hereunder, if any, along with all unexercised stock options shall vest immediately upon such termination. The term termination of employment for Good Reason shall mean is to be effective no later than ninety (x90) the Executive, with or without change in title or formal corporate action, no longer exercises substantially all of the duties and responsibilities and no longer possess substantially all of the authority set forth in Section 3 (unless the Executive has agreed to the change in title and/or duties); (y) the Company materially breaches this Agreement, and such breach is not cured within 30 days following receipt of notice by the Company; or (z) any “Change in Control” (as defined below) of the Company. The Executive shall have a period of 30 days following the first occurrence of an event constituting Good Reason under clauses (x) such condition. Executive agrees that Executive may be required to travel from time to time as required by Company’s business and (y) above and a period of 90 days following an event constituting Good Reason under clause (z) above in which to exercise his right that such travel shall not constitute grounds for Executive to terminate Executive’s employment for Good Reason, or the Executive shall be deemed to have waived that particular Good Reason. Any failure by the Company to make any required payments (including, but not limited to Base Salary) will be deemed Good Reason under this Agreement. A “Change in Control” shall mean any of the following: (A) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after such merger, consolidation or other corporate reorganization are owned by persons who were not stockholders of the Company immediately prior to such merger, consolidation or other corporate reorganization; (B) any entity or person not now an executive officer or director of the Company becomes either individually or as part of a group required to file a Schedule 13D or 13G with the Securities and Exchange Commission (“SEC”) the beneficial owner of 30% or more of the Company’s common stock; for this purpose, the terms “person” and “beneficial ownership” shall have the meanings provided in Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) or related rules promulgated by the SEC; (C) a sale of all or substantially all of the assets of the Company in a transaction requiring stockholder approval; (D) individuals who, as of the date of this Agreement, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided, however, that any individual becoming a director subsequent to the date of this Agreement appointed by a majority of the directors then comprising the Incumbent Board or whose election or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company (as such term is used in Rule 14a-11 of Regulation 14A, or any successor section, promulgated under the Exchange Act); or (E) the Board, in its sole and absolute discretion, determines that there is a Change in Control of the Company.