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

Termination by Company without Cause; Termination by Executive for Good Reason. In the event of a termination of this Agreement and Executive’s employment hereunder by Company pursuant to Section 4.01(D) or a termination of this Agreement and Executive’s employment hereunder by Executive for Good Reason (as defined in Section 4.01(E) above) pursuant to Section 4.01(E), then this Agreement and Executive’s employment with Company shall terminate and Company’s sole obligation to Executive under this Agreement or other otherwise shall be to: (i) pay and/or provide, as applicable, the Accrued Obligations in accordance with the terms set forth in Section 4.02(A) above; and (ii) subject to Section 4.02(C) below, and provided Executive has been actively employed in good standing for at least 91 days from the Commencement Date (a) pay to Executive an aggregate amount equal to the Severance Payment (as defined below), (b) if Executive timely elects COBRA coverage, Company shall pay the Company portion of Executive’s healthcare continuation payments under COBRA for a twelve (12)-month period following the date of Executive’s termination of employment with Company during which time Executive shall be responsible for the Executive portion (unless Executive becomes eligible to obtain healthcare coverage from a new Company before the 12-month anniversary of the termination of Executive’s employment, in which case Company’s obligation to contribute to Executive’s health care continuation payments under COBRA shall cease), and (c) the Company agrees to accelerate the vesting of any options that otherwise would have vested on the last day of the calendar quarter during which the termination date occurred. Executive acknowledges that he is obligated to inform Company if Executive obtains new employment or becomes eligible to obtain healthcare coverage from an alternate source before the twelve (12)-month anniversary of Executive’s termination of employment.

Termination by Company without Cause; Termination by Executive for Good Reason. In the event of a termination of this Agreement and Executive’s employment hereunder by Company pursuant to Section 4.01(D) or a termination of this Agreement and Executive’s employment hereunder by Executive for Good Reason (as defined in Section 4.01(E) above) pursuant to Section 4.01(E), then this Agreement and Executive’s employment with Company shall terminate and Company’s sole obligation to Executive under this Agreement or other otherwise shall be to: (i) pay and/or provide, as applicable, the Accrued Obligations in accordance with the terms set forth in Section 4.02(A) above; and (ii) subject to Section 4.02(C) below, and provided Executive has been actively employed in good standing for at least 91 days from the Commencement Date (a) pay to Executive an aggregate amount equal to the Severance Payment (as defined below), (b) if Executive timely elects COBRA coverage, Company shall pay the Company portion of Executive’s healthcare continuation payments under COBRA for a twelve (12)-month period following the date of Executive’s termination of employment with Company during which time Executive shall be responsible for the Executive portion (unless Executive becomes eligible to obtain healthcare coverage from a new Company before the 12-month anniversary of the termination of Executive’s employment, in which case Company’s obligation to contribute to Executive’s health care continuation payments under COBRA shall cease), and (c) the Company agrees to accelerate the vesting of any options that otherwise would have vested on the last day of the calendar quarter during which the termination date occurred. Executive acknowledges that he is obligated to inform Company if Executive obtains new employment or becomes eligible to obtain healthcare coverage from an alternate source before the twelve (12)-month anniversary of Executive’s termination of employment. As used in this Section 4.02(B), the term “Severance Payment” shall mean the following: (x) zero dollars if Executive has been employed by the Company for less than 91 days; (y) continuation of Executive’s regular Base Salary for six months, if, on the termination date, Executive has been actively employed in good standing with the Company for at least 91 days and up to eighteen months; and (z) continuation of Executive’s regular Base Salary for nine months if, on the termination date, Executive has been actively employed in good standing with the Company for at least eighteen months, with all amounts offset by any subsequent salary or consulting fees that the Executive receives from any alternate source during the applicable severance period. Subject to Section 4.02(E) below, the Severance Payment (less applicable withholdings and customary payroll deductions, excluding 401(k) contributions) shall be payable in equal installments in accordance with Company’s customary payroll practices, commencing on the next regular pay date following the date that the Release (as defined in Section 4.02(D) below) becomes effective and is no longer subject to revocation; provided, however, the first payment shall include the cumulative amount of payments that would have been paid to Executive during the period of time between the effective date of termination and the actual commencement date of such payments had such payments commenced immediately following the effective date of Executive’s termination. Notwithstanding anything set forth in this Section 4.02(B) to the contrary, in the event of a breach by Executive under Article V of this Agreement or the Release and in addition to any other remedies hereunder, the Release or at law or in equity, Company’s obligation to make any remaining installments of the Severance Payment or to contribute to Executive’s health care continuation payments under COBRA through the 12-month anniversary of the date of termination shall terminate as of the date of such breach and Company shall have no further obligations under this Section 4.02(B) other than to pay/provide the Accrued Obligations (to the extent not previously paid/provided) and Executive shall be required, upon demand, to return to Company fifty percent (50%) of the Severance Payment (or installments thereof) paid by the Company pursuant to this Section 4.02(B).