Common use of Termination by Company without Cause, Termination by Executive for Good Reason Following Clause in Contracts

Termination by Company without Cause, Termination by Executive for Good Reason Following. a “change of control”. If Executive’s employment is terminated by the Company other than for Cause or is terminated by Executive for Good Reason, in each case within the Protection Period, prior to the end of the Term hereof, then, subject to Section 9, Executive shall be entitled to, upon Executive’s providing the Company with a signed release of claims in a form adopted by the Company’s Board of Directors from time to time and subject to Executive’s continued compliance with the provisions of Sections 6 and 7 hereof: (i) the Accrued Benefits, (ii) an amount equal to twenty-one (21) months Base Salary plus Average Monthly Bonus (as defined below) payable in the same manner as provided under Section 3(a); (iii) a pro-rated Bonus for the year in which such termination occurred equal to the actual Bonus that would have been paid to Executive but for his or her termination of employment, multiplied by a fraction, the numerator of which is the number of months of employment during the Company’s fiscal year, and the denominator of which is twelve (for purposes of determining the number of months of employment during any fiscal year, Executive will be given credit for any month during which Executive has worked at least one (1) hour); (iv) the rights provided in Sections 3(d)(1) or (2), as applicable, relating to the vesting of a portion of the shares of any Restricted Stock Grant and the Initial Restricted Stock Grant, respectively, that are not vested as of the date of termination; (v) outplacement services for up to six months immediately following the termination date to assist Executive in locating other employment, the cost of which shall be paid to any executive outplacement firm chosen by the Company and reasonably acceptable to Executive, and (vi) continuation of Executive’s coverage under the Company’s medical plan at the same levels as such benefits that have been provided to Executive, and in connection therewith Executive shall periodically pay to the Company amounts equivalent to that which he paid as required employee contributions immediately prior to the date of termination, until the earlier of (A) the period of time it takes Executive to become eligible for the medical benefits program of a new employer (subject to Section 6(a) hereof) or (B) twelve (12) months from the date of such termination. Executive acknowledges that executive’s termination of employment on the date of such termination shall constitute a “qualifying event” for the purposes of COBRA. Executive further acknowledges on behalf of herself and her dependents that any period with respect to which any of them would be eligible to elect COBRA shall be reduced by the period of post-termination medical benefit continuation provided under this subsection. Executive acknowledges that the Company may terminate Executive without Cause at any time, and that the Company shall have no obligations under such circumstances to Executive beyond the specific obligations set forth in this Section 5(c); in particular, Executive acknowledges that Executive shall have no right whatsoever to any then unvested shares under the Initial Restricted Stock Grant, any Restricted Stock Grant or any other incentive equity award granted to Executive except as provided above in this Section 5(c).

Termination by Company without Cause, Termination by Executive for Good Reason Following. a “change of control”. If Executive’s employment is terminated by the Company other than for Cause or is terminated by Executive for Good Reason, in each case within the Protection Period, prior to the end of the Term hereof, then, subject to Section 9, Executive shall be entitled to, upon Executive’s providing the Company with a signed release of claims in a form adopted by the Company’s Board of Directors from time to time and subject to Executive’s continued compliance with the provisions of Sections 6 and 7 hereof: (i) the Accrued Benefits, (ii) an amount equal to twenty-one seven (2127) months Base Salary plus Average Monthly Bonus (as defined below) payable in the same manner as provided under Section 3(a); (iii) a pro-rated Bonus for the year in which such termination occurred equal to the actual Bonus that would have been paid to Executive but for his or her termination of employment, multiplied by a fraction, the numerator of which is the number of months of employment during the Company’s fiscal year, and the denominator of which is twelve (for purposes of determining the number of months of employment during any fiscal year, Executive will be given credit for any month during which Executive has worked at least one (1) hour); (iv) the rights provided in Sections 3(d)(1) or (2), as applicable, relating to the vesting of a portion of the shares of any Restricted Stock Grant and the Initial Restricted Stock Grant, respectively, that are not vested as of the date of termination; (v) outplacement services for up to six months immediately following the termination date to assist Executive in locating other employment, the cost of which shall be paid to any executive outplacement firm chosen by the Company and reasonably acceptable to Executive, and (vi) continuation of Executive’s coverage under the Company’s medical plan at the same levels as such benefits that have been provided to Executive, and in connection therewith Executive shall periodically pay to the Company amounts equivalent to that which he paid as required employee contributions immediately prior to the date of termination, until the earlier of (A) the period of time it takes Executive to become eligible for the medical benefits program of a new employer (subject to Section 6(a) hereof) or (B) twelve (12) months from the date of such termination. Executive acknowledges that executive’s termination of employment on the date of such termination shall constitute a “qualifying event” for the purposes of COBRA. Executive further acknowledges on behalf of herself himself and her his dependents that any period with respect to which any of them would be eligible to elect COBRA shall be reduced by the period of post-termination medical benefit continuation provided under this subsection. Executive acknowledges that the Company may terminate Executive without Cause at any time, and that the Company shall have no obligations under such circumstances to Executive beyond the specific obligations set forth in this Section 5(c); in particular, Executive acknowledges that Executive shall have no right whatsoever to any then unvested shares under the Initial Restricted Stock Grant, any Restricted Stock Grant or any other incentive equity award granted to Executive except as provided above in this Section 5(c).

Termination by Company without Cause, Termination by Executive for Good Reason Following. a “change of control”. If Executive’s employment is terminated by the Company other than for Cause or is terminated by Executive for Good Reason, in each case within the Protection Period, prior to the end of the Term hereof, then, subject to Section 9, Executive shall be entitled to, upon Executive’s providing the Company with a signed release of claims in a form adopted by the Company’s Board of Directors from time to time and subject to Executive’s continued compliance with the provisions of Sections 6 and 7 hereof: (i) the Accrued Benefits, (ii) an amount equal to twenty-one four (2124) months Base Salary plus Average Monthly Bonus (as defined below) payable in the same manner as provided under Section 3(a); (iii) a pro-rated Bonus for the year in which such termination occurred equal to the actual Bonus that would have been paid to Executive but for his or her termination of employment, multiplied by a fraction, the numerator of which is the number of months of employment during the Company’s fiscal year, and the denominator of which is twelve (for purposes of determining the number of months of employment during any fiscal year, Executive will be given credit for any month during which Executive has worked at least one (1) hour); (iv) the rights provided in Sections 3(d)(1) or (2), as applicable, relating to the vesting of a portion of the shares of any Restricted Stock Grant and the Initial Restricted Stock Grant, respectively, that are not vested as of the date of termination; (v) outplacement services for up to six months immediately following the termination date to assist Executive in locating other employment, the cost of which shall be paid to any executive outplacement firm chosen by the Company and reasonably acceptable to Executive, and (vi) continuation of Executive’s coverage under the Company’s medical plan at the same levels as such benefits that have been provided to Executive, and in connection therewith Executive shall periodically pay to the Company amounts equivalent to that which he paid as required employee contributions immediately prior to the date of termination, until the earlier of (A) the period of time it takes Executive to become eligible for the medical benefits program of a new employer (subject to Section 6(a) hereof) or (B) twelve (12) months from the date of such termination. Executive acknowledges that executive’s termination of employment on the date of such termination shall constitute a “qualifying event” for the purposes of COBRA. Executive further acknowledges on behalf of herself himself and her his dependents that any period with respect to which any of them would be eligible to elect COBRA shall be reduced by the period of post-termination medical benefit continuation provided under this subsection. Executive acknowledges that the Company may terminate Executive without Cause at any time, and that the Company shall have no obligations under such circumstances to Executive beyond the specific obligations set forth in this Section 5(c); in particular, Executive acknowledges that Executive shall have no right whatsoever to any then unvested shares under the Initial Restricted Stock Grant, any Restricted Stock Grant or any other incentive equity award granted to Executive except as provided above in this Section 5(c).