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

Termination by the Company for Cause or Resignation by the Executive Without Good Reason. If, during the Employment Term, the Executive’s employment is terminated by the Company for Cause or the Executive resigns without Good Reason, the Executive will not be eligible to receive Base Salary, to receive an Annual Bonus or to participate in any Employee Plans or receive any other compensation with respect to future periods after the date of such termination or resignation, except for the right to receive (i) accrued but unpaid Base Salary through the date of termination of employment, to be paid on the first payroll date following the termination in accordance with the Company’s normal payroll practice or as otherwise required by applicable state law; (ii) any accrued unused vacation time, to be paid on the first payroll date following the termination in accordance with the Company’s normal payroll practice or as otherwise required by applicable state law; (iii) any unreimbursed business expenses incurred by the Executive prior to the date of termination, to be paid in accordance with the provisions of Section 7; and (iv) all compensation and vested benefits payable to the Executive under the terms of the Employee Plans in which the Executive participated prior to the date of termination of employment, in accordance with the terms of such Employee Plans (together, the “Accrued Compensation and Benefits”). The Executive will not be eligible to receive an Annual Bonus for the calendar year during which such termination of employment occurred and the Equity Awards will be governed by the terms of the applicable equity plan and award agreement.

Termination by the Company for Cause or Resignation by the Executive Without Good Reason. If, during the Employment Term, the Executive’s employment is terminated by the Company for Cause or the Executive resigns without Good Reason, the Executive will not be eligible to receive Base Salary, to receive an Annual Bonus or to participate in any Employee Plans or receive any other compensation with respect to future periods after the date of such termination or resignation, except for the right to receive (i) accrued but unpaid Base Salary through the date of termination of employment, to be paid on the first payroll date following the termination in accordance with the Company’s normal payroll practice or as otherwise required by applicable state lawpractice; (ii) any up to four (4) weeks of accrued unused vacation time, to be paid on the first payroll date following the termination in accordance with the Company’s normal payroll practice or as otherwise required by applicable state lawpractice; (iii) any unreimbursed business expenses incurred by the Executive prior to the date of termination, to be paid in accordance with the provisions of Section 75.3; and (iv) all compensation and vested benefits payable to the Executive under the terms of the Employee Benefit Plans in which the Executive participated prior to the date of termination of employment, in accordance with the terms of such Employee Plans (the items in clauses (i) through (iv) together, the “Accrued Compensation and Benefits”). The ; and (v) solely in the event of a termination of the Executive’s employment by the Executive will not be eligible to receive an Annual Bonus without Good Reason, the Company may elect, in its sole discretion, in exchange for the calendar year during which such effectuation of the Non-Compete Period (as defined below) following the termination of the Executive’s employment occurred to provide the Executive with six (6) months of salary continuance at the same rate as the Base Salary, less applicable withholdings and the Equity Awards will be governed by the terms of the applicable equity plan and award agreementdeductions.

Termination by the Company for Cause or Resignation by the Executive Without Good Reason. If, during the Employment Term, the Executive’s employment is terminated by the Company for Cause or the Executive resigns without Good Reason, the Executive will not be eligible to receive Base Salary, to receive an Annual Bonus or to participate in any Employee Plans or receive any other compensation with respect to future periods after the date of such termination or resignation, except for the right to receive (i) accrued but unpaid Base Salary through the date of termination of employment, to be paid on the first payroll date following the termination in accordance with the Company’s normal payroll practice or as otherwise required by applicable state law; (ii) any accrued unused vacation time, to be paid on the first payroll date following the termination in accordance with the Company’s normal payroll practice or as otherwise required by applicable state law; (iii) any unreimbursed business expenses incurred by the Executive prior to the date of termination, to be paid in accordance with the provisions of Section 7; and (iv) all compensation and vested benefits payable to the Executive under the terms of the Employee Plans in which the Executive participated prior to the date of termination of employment, in accordance with the terms of such Employee Plans (together, the “Accrued Compensation and Benefits”). The Executive will not be eligible to receive an Annual Bonus for the calendar year during which such termination of employment occurred and the Equity Awards will be governed by the terms of the applicable equity plan and award agreement.the

Termination by the Company for Cause or Resignation by the Executive Without Good Reason. If, during the Employment Term, the Executive’s employment is terminated by the Company for Cause or if the Executive resigns without Good Reason, the Executive will not be eligible to receive the Base Salary, to receive an Annual Bonus Salary or to participate in any Employee Plans or receive any other compensation with respect to future periods after the date of such termination or resignation, except for the right to receive receive: (i) accrued but unpaid Base Salary through the date of termination of employment, to be paid on the first payroll date following the termination in accordance with the Company’s normal payroll practice or as otherwise required by applicable state lawpractices; (ii) any payment for accrued but unused vacation timethrough the date of termination of employment, to be paid on the first payroll date within 30 days following the date of termination in accordance with the Company’s normal payroll practice or as otherwise required by applicable state lawof employment; (iii) any unreimbursed business expenses incurred by the Executive prior to the date of termination, to be paid in accordance with the provisions of Section 72(e); and (iv) all compensation and vested benefits payable to the Executive under the terms of the Employee Plans Company’s plans in which the Executive participated prior to the date of his termination of employment, including, without limitation, the Employee Plans (to be paid in accordance with the terms thereof), but excluding (A) the Severance Program (or any successor thereto or similar plan or program) and (B) the Termination Protection Agreement (or any successor thereto or similar agreement); and (v) the Bonus Award, if any, with respect to any completed fiscal year which has not yet been paid to the Executive as of the date of termination of employment, to be paid when such Employee Plans bonuses are paid to senior executives of the Company generally, but in no event later than March 15th of the year immediately following the year to which such bonus relates (clauses (i) through (v) of this Section 3(a), together, the “Accrued Compensation and Benefits”). The Executive will not be eligible to receive an Annual Bonus for the calendar year during which such termination of employment occurred and the Equity Awards will be governed by the terms of the applicable equity plan and award agreement.

Termination by the Company for Cause or Resignation by the Executive Without Good Reason. If, during the Employment Term, the Executive’s employment is terminated by the Company for Cause or the Executive resigns without Good Reason, the Executive will not be eligible to receive Base Salary, to receive an Annual Bonus or to participate in any Employee Plans or receive any other compensation with respect to future periods after the date of such termination or resignation, except for the right to receive (i) accrued but unpaid Base Salary through the date of termination of employment, to be paid on the first payroll date following the termination in accordance with the Company’s normal payroll practice or as otherwise required by applicable state law; (ii) any accrued unused vacation time, to be paid on the first payroll date following the termination in accordance with the Company’s normal payroll practice or as otherwise required by applicable state law; (iii) any unreimbursed business expenses incurred by the Executive prior to the date of termination, to be paid in accordance with the provisions of Section 7; and (iv) all compensation and vested benefits payable to the Executive under the terms of the Employee Plans in which the Executive participated prior to the date of termination of employment, in accordance with the terms of such Employee Plans Plans; provided, however, that in the event of a termination of the Executive’s employment by the Company for Cause, the Executive shall forfeit any earned but unpaid Annual Bonus for any completed calendar year prior to such date of termination (together, the “Accrued Compensation and Benefits”). The Executive will not be eligible to receive an Annual Bonus for the calendar year during which such termination of employment occurred and the Equity Awards will be governed by the terms of the applicable equity plan and award agreement.