Common use of Termination by the Company Other Than for Cause, Death or Disability Clause in Contracts

Termination by the Company Other Than for Cause, Death or Disability. If the Employee's employment is terminated by the Company other than For Cause or because of the Employee's death or Disability, then the Company shall, through the Date of Termination, pay the Employee the Employee's accrued and unpaid Base Salary (including compensation for any accrued vacation) at the rate in effect at the time Notice of Termination is given and the Employee's accrued and unpaid incentive compensation, if any. In addition, subject to signing by the Employee of a general release of claims in a form and manner satisfactory to the Company, the Employee shall be entitled: i. To receive an amount equal to the sum of (A) and (B) (the "Termination Payment"), where (A) is 100% of the Employee's Base Salary at the rate in effect at the time Notice of Termination is given and (B) is the pro-rata portion of the cash bonus (if any) paid to the Employee in the immediately preceding year based on the number of days since the first day of the current year and through the Date of Termination. Subject to Section 16(b) hereof, the Termination Payment shall be paid in 12 equal monthly installments, the first of which shall be due and payable on the first day of the month next succeeding the Date of Termination. ii. To participate in the Company's health insurance plan on the same terms and conditions (including the same cost-sharing percentage) as in effect immediately prior to the Date of Termination, for a period of twelve (12) months following the Date of Termination. If such benefits cannot be provided to the Employee by reason of the Employee's termination, the Company shall reimburse the Employee for the cost of obtaining comparable benefits; provided, however, that the Company's obligation to reimburse the Employee for such costs shall not exceed 125% of the cost to the Company of providing such benefits to the Employee immediately prior to the Date of Termination.

Termination by the Company Other Than for Cause, Death or Disability. If the Employee's Executive’s employment is terminated by the Company other than For Cause or because of the Employee's for Cause, death or Disability, then in addition to the Company shallAccrued Amounts, through the Date Executive shall be entitled to (A) the payment of Termination, pay the Employee the Employee's accrued and unpaid an amount equal to his Base Salary (including compensation for any accrued vacation) at the rate in effect immediately prior to the Termination Date in equal installments on the Company’s regular payment dates occurring during the 12-month period beginning on the first payroll date following the date on which the Release has become effective, and (B) a prorated portion of the Executive’s actual Annual Bonus, determined in accordance with Section 2.1(b) and payable at the same time Notice as annual bonuses are paid to other senior executives of Termination is given and the Employee's accrued and unpaid incentive compensationCompany, with the prorated Annual Bonus determined by multiplying the actual Annual Bonus, if any. In addition, subject to signing by a fraction, the numerator of which is the number of days the Executive is employed by the Employee Company during the applicable year and the denominator of a general release of claims in a form and manner satisfactory to the Company, the Employee shall be entitled: i. To receive an amount equal to the sum of which is 365 ((A) and (B) (the "Termination Payment"), where (A) is 100% of the Employee's Base Salary at the rate in effect at the time Notice of Termination is given and (B) is the pro-rata portion of the cash bonus (if any) paid to the Employee in the immediately preceding year based on the number of days since the first day of the current year and through the Date of Termination. Subject to Section 16(b) hereofcollectively, the Termination Payment shall be paid in 12 equal monthly installments, the first of which shall be due and payable on the first day of the month next succeeding the Date of Termination. ii“Severance Amount”). To participate in the Company's health insurance plan on the same terms and conditions (including the same cost-sharing percentage) as in effect immediately prior to the Date of Termination, for a period of twelve (12) months following the Date of Termination. If such benefits cannot be provided to the Employee by reason of the Employee's terminationIn addition, the Company shall reimburse shall, subject to the Employee for Executive electing COBRA, provide the cost of obtaining comparable benefits; provided, however, that Executive with continued medical and dental insurance coverage until the Company's obligation to reimburse the Employee for such costs shall not exceed 125% earlier of the date that is six months immediately following the Termination Date and the date upon which the Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the same cost to the Executive as to similarly situated executives of the Company during such period (“Benefits Continuation”). The Company shall also reimburse the Executive for outplacement assistance during the 6-month period beginning on the Termination Date, with any such reimbursement to be consistent with Section 2.3 of providing such benefits this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the Executive exceed $15,000. The Company’s obligations to pay the Employee immediately prior Severance Amount, pay premiums relating to Benefits Continuation and provide outplacement assistance shall be conditioned upon: (i) the Date Executive’s continued compliance with his obligations under Section 4 of Terminationthis Employment Agreement and (ii) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) substantially in the form attached hereto as Exhibit A, within 45 days after the Executive’s Termination Date.

Termination by the Company Other Than for Cause, Death or Disability. If the Employee's ’s employment is terminated by the Company other than For Cause or because of the Employee's ’s death or Disability, then the Company shall, through the Date of Termination, pay the Employee the Employee's ’s accrued and unpaid Base Salary (including compensation for any accrued vacation) at the rate in effect at the time Notice of Termination is given and the Employee's ’s accrued and unpaid incentive compensation, if any. In addition, subject to signing by the Employee of a general release of claims in a form and manner satisfactory to the Company, the Employee shall be entitled: i. (i) To receive an amount equal to the sum of (A) and (B) (the "“Termination Payment"”), where (A) is the higher of (i) 100% of the Employee's ’s Base Salary at the rate in effect as of the date of this Agreement or (ii) 100% of the Employee’s Base Salary at the rate in effect at the time Notice of Termination is given and (B) is the pro-rata portion of the cash bonus (if any) paid to the Employee in the immediately preceding year based on the number of days since the first day of the current year and through the Date of Termination. Subject to Section 16(b) hereof, the The Termination Payment shall be paid in 12 equal monthly installments, the first of which shall be due and payable on the first day of the month next succeeding the Date of Termination. However, the foregoing payments shall decrease (to not less than zero) by the amount of any compensation that the Employee receives during the severance payment period as an employee, consultant or agent for any individual or entity. (ii. ) To participate in the Company's ’s health insurance plan on the same terms and conditions (including the same cost-sharing percentage) as in effect immediately prior to the Date of Termination, for a period of twelve (12) months following the Date of Termination. If such benefits cannot be provided to the Employee by reason of the Employee's ’s termination, the Company shall reimburse the Employee for the cost of obtaining comparable benefits; provided, however, that the Company's ’s obligation to reimburse the Employee for such costs shall not exceed 125% of the cost to the Company of providing such benefits to the Employee immediately prior to the Date of Termination.

Termination by the Company Other Than for Cause, Death or Disability. If the Employee's Executive’s employment is not renewed or terminated by the Company other than For Cause or because of the Employee's for Cause, death or Disability, then in addition to the Company shallAccrued Amounts, through the Date Executive shall be entitled to (A) the payment of Termination, pay the Employee the Employee's accrued and unpaid an amount equal to his Base Salary (including compensation for any accrued vacation) at the rate in effect immediately prior to the Termination Date in equal installments on the Company’s regular payment dates occurring during the 12-month period beginning on the first payroll date following the date on which the Release has become effective, and (B) a prorated portion of the Executive’s actual Annual Bonus, determined in accordance with Section 2.2 and payable at the same time Notice as annual bonuses are paid to other senior executives of Termination is given and the Employee's accrued and unpaid incentive compensationCompany, with the prorated Annual Bonus determined by multiplying the actual Annual Bonus, if any. In addition, subject to signing by a fraction, the numerator of which is the number of days the Executive is employed by the Employee Company during the applicable year and the denominator of a general release of claims in a form and manner satisfactory to the Company, the Employee shall be entitled: i. To receive an amount equal to the sum of which is 365 ((A) and (B) (the "Termination Payment"), where (A) is 100% of the Employee's Base Salary at the rate in effect at the time Notice of Termination is given and (B) is the pro-rata portion of the cash bonus (if any) paid to the Employee in the immediately preceding year based on the number of days since the first day of the current year and through the Date of Termination. Subject to Section 16(b) hereofcollectively, the Termination Payment shall be paid in 12 equal monthly installments, the first of which shall be due and payable on the first day of the month next succeeding the Date of Termination. ii“Severance Amount”). To participate in the Company's health insurance plan on the same terms and conditions (including the same cost-sharing percentage) as in effect immediately prior to the Date of Termination, for a period of twelve (12) months following the Date of Termination. If such benefits cannot be provided to the Employee by reason of the Employee's terminationIn addition, the Company shall, subject to the Executive electing COBRA, provide the Executive with continued medical and dental insurance coverage until the earlier of the date that is six months immediately following the Termination Date or the date upon which the Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the Company’s cost (“Benefits Continuation”). The Company shall also reimburse the Employee Executive for outplacement assistance during the 6-month period beginning on the Termination Date, with any such reimbursement to be consistent with Section 2.5 of this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the cost Executive exceed $15,000. The Company’s obligations to pay the Severance Amount, pay premiums relating to Benefits Continuation and provide outplacement assistance shall be conditioned upon: (i) the Executive’s continued compliance with his obligations under Section 4 of obtaining comparable benefits; providedthis Employment Agreement and (ii) the Executive’s execution, howeverdelivery and non- revocation of a valid and enforceable general release of claims (the “Release”) substantially in the form attached hereto as Exhibit A, that within 45 days after the Company's obligation to reimburse the Employee for such costs shall not exceed 125% of the cost to the Company of providing such benefits to the Employee immediately prior to the Date of TerminationExecutive’s Termination Date.

Termination by the Company Other Than for Cause, Death or Disability. If the Employee's Executive’s employment is terminated by the Company other than For Cause or because of the Employee's for Cause, death or Disability, then the Company shall, through the Date of Termination, pay the Employee the Employee's accrued and unpaid Base Salary (including compensation for any accrued vacation) at the rate in effect at the time Notice of Termination is given and the Employee's accrued and unpaid incentive compensation, if any. In addition, subject to signing by the Employee of a general release of claims in a form and manner satisfactory addition to the CompanyAccrued Amounts, the Employee Executive shall be entitled: i. To receive an amount entitled to: (i) a payment equal to the sum of eighteen (A18) and (B) (the "Termination Payment"), where (A) is 100% of the Employee's months Base Salary at the rate in effect at immediately prior to the time Notice Termination Date (the “Severance Amount”); (ii) in the event such termination occurs on or after June 30th of Termination is given and (B) is the a calendar year, a pro-rata portion bonus for the year of termination, equal to the Annual Bonus the Executive would have been entitled to receive had the Executive’s employment not been terminated, based on the actual performance of the cash bonus (if any) paid to Company for the Employee in full year, multiplied by a fraction, the immediately preceding year based on numerator of which is the number of days since the first day of Executive is employed by the current Company during the applicable year prior to and through the Date of Termination. Subject to Section 16(b) hereof, including the Termination Payment shall be paid in 12 equal monthly installments, Date and the first denominator of which shall be due is 365 (the “Pro-Rata Bonus”); and payable on the first day of the month next succeeding the Date of Termination. ii. To participate in the Company's health insurance plan on the same terms and conditions (including the same cost-sharing percentageiii) as in effect immediately prior subject to the timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and the Executive’s copayment of premiums associated with such coverage consistent with amounts paid by the Executive during the year in which the Termination Date of Termination, for a period of twelve (12) months following the Date of Termination. If such benefits cannot be provided to the Employee by reason of the Employee's terminationoccurs, the Company shall reimburse the Employee Executive, on a monthly basis, for the cost excess costs of obtaining comparable benefitscontinued health benefits for himself and his covered dependents from the Termination Date through the end of the eighteen (18) month period following the Termination Date, or such earlier date on which COBRA coverage for the Executive and his covered dependents terminates in accordance with COBRA (“Medical Benefit Continuation”). The Company’s obligations to pay the Severance Amount and the Pro-Rata Bonus and to provide Medical Benefit Continuation shall be conditioned upon (i) the Executive’s continued compliance with the Executive’s obligations under Section 4 of this Agreement and (ii) Executive executing and delivering to the Company a general release in the form attached hereto as Exhibit C (the “Release”) and the Release becoming irrevocable within 60 days following the Termination Date (the date that the Release becomes irrevocable, the “Release Effective Date”). Payments of the Severance Amount and the Medical Benefit Continuation will be paid in equal installments over eighteen (18) months and commence to be paid on the first payroll date of the Company following the Release Effective Date; provided, howeverthat, if the 60-day period referred to in the preceding sentence spans two calendar years, payments shall in all cases be paid or commence to be paid on the first payroll date in the second calendar year; provided, further, that, the first payment will include any installments that would have been paid prior thereto but for this sentence. The Pro-Rata Bonus shall be paid at the time when annual bonuses are paid generally to the Company's obligation ’s senior executives. If the Executive is not permitted to reimburse continue participation in the Employee for Company’s medical insurance plan pursuant to the terms of such costs shall not exceed 125% plan or pursuant to a determination by the Company’s insurance providers or such continued participation in any plan would result in the imposition of an excise tax on the Company pursuant to Section 4980D of the cost to Internal Revenue Code of 1986, as amended (the “Code”), the Company of shall use reasonable efforts to obtain individual insurance policies providing such medical benefits to the Employee immediately prior Executive during the Medical Benefits Continuation period, but shall be required to pay for such policies only an amount equal to the Date of Terminationamount the Company would have paid had the Executive continued participation in the Company’s medical plans; provided that, if such coverage cannot be obtained, the Company shall pay to the Executive monthly during the Medical Benefit Continuation period an amount equal to the amount the Company would have paid had the Executive continued participation in the Company’s medical plan.

Termination by the Company Other Than for Cause, Death or Disability. If your employment by the Employee's employment Company is terminated by the Company other than For for Cause or because of the Employee's (as defined below), death or Disabilitydisability, then or if there is a Constructive Termination (as defined below), in either case on or before the six (6) month anniversary of your commencement of employment, and if you provide the Company shallwith a signed general release of all claims in a form acceptable to the Company, through the Date Company shall provide you with continuation of Terminationyour base salary after your termination date for a period of months equal to the difference between twelve (12) months and the number of whole months that you are employed, pay the Employee the Employee's accrued and unpaid Base Salary (including compensation for any accrued vacation) at the rate in effect at the time Notice immediately prior to your termination of Termination is given and the Employee's accrued and unpaid incentive compensationemployment, if any. In additionless applicable withholdings, subject to signing by the Employee of a general release of claims payable in a form and manner satisfactory installments pursuant to the Company’s normal and customary payroll procedures. In the event of your termination other than for Cause, death or disability or if there is a Constructive Termination, in either case after the Employee shall be entitled: i. To receive an amount equal to the sum six (6) month anniversary of (A) and (B) (the "Termination Payment")your commencement of employment, where (A) is 100% of the Employee's Base Salary at the rate in effect at the time Notice of Termination is given and (B) is the pro-rata portion of the cash bonus (if any) paid to the Employee in the immediately preceding year based on the number of days since the first day of the current year and through the Date of Termination. Subject to Section 16(b) hereof, the Termination Payment your severance shall be paid in 12 equal monthly installments, the first of which shall be due and payable on the first day of the month next succeeding the Date of Termination. ii. To participate in the Company's health insurance plan on the same terms and conditions (including the same cost-sharing percentage) as in effect immediately prior to the Date of Termination, for a period of twelve (12) months. In addition, in the event of your termination other than for Cause, death or disability or if there is a Constructive Termination, in either case after the six (6) month anniversary of your commencement of employment, the vesting of the Option (and any other unvested Company compensatory equity awards that you then hold) shall accelerate on your termination date as if you had been employed for an additional twelve (12) months following after your termination date. To the Date extent you elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of Termination1985, as amended (“COBRA”) you will be entitled to reimbursement by the Company for your applicable premium payments until the earlier of twelve (12) months or the expiration of the COBRA continuation period. If such benefits canYou understand and agree that, other than as required under applicable law, you shall not be provided entitled to any other severance pay, severance benefits, or any other compensation or benefits other than as set forth in this Section 11(a) in the Employee by reason event of such a termination. In the Employee's terminationevent that you have a legal right to pay in lieu of termination notice, or to severance pay, the Company severance pay set forth herein shall reimburse be reduced by the Employee for the cost amount of obtaining comparable benefits; provided, however, that the Company's obligation such legally required payments and any severance payments hereunder already made shall be deemed to reimburse the Employee for be in satisfaction of such costs shall not exceed 125% of the cost to the Company of providing such benefits to the Employee immediately prior to the Date of Terminationlegally required payments.

Termination by the Company Other Than for Cause, Death or Disability. If the Employee's Executive’s employment is terminated by the Company other than For Cause or because of the Employee's for Cause, death or Disability, then the Company shall, through the Date of Termination, pay the Employee the Employee's accrued and unpaid Base Salary (including compensation for any accrued vacation) at the rate in effect at the time Notice of Termination is given and the Employee's accrued and unpaid incentive compensation, if any. In addition, subject to signing by the Employee of a general release of claims in a form and manner satisfactory addition to the CompanyAccrued Amounts, the Employee Executive shall be entitled: i. To receive entitled to (A) the payment of an amount equal to the sum one-half of (A) and (B) (the "Termination Payment"), where (A) is 100% of the Employee's his Base Salary at the rate in effect at immediately prior to the time Notice of Termination is given and Date in equal installments on the Company’s regular payment dates occurring during the 6-month period beginning on the first payroll date following the date on which the Release has become effective, (B) is an amount equal to 50% of the pro-rata Executive’s Target Annual Bonus Opportunity, payable on the first payroll date following the date on which the Release has become effective and (C) a prorated portion of the cash bonus (Executive’s actual Annual Bonus, determined in accordance with Section 2.2 and payable at the same time as annual bonuses are paid to other senior executives of the Company, with the prorated Annual Bonus determined by multiplying the actual Annual Bonus, if any) paid to , by a fraction, the Employee in the immediately preceding year based on numerator of which is the number of days since the first day of Executive is employed by the current Company during the applicable year and through the Date denominator of Termination. Subject to Section 16(bwhich is 365 ((A), (B) hereofand (C) collectively, the Termination Payment shall be paid in 12 equal monthly installments, the first of which shall be due and payable on the first day of the month next succeeding the Date of Termination. ii“Severance Amount”). To participate in the Company's health insurance plan on the same terms and conditions (including the same cost-sharing percentage) as in effect immediately prior to the Date of Termination, for a period of twelve (12) months following the Date of Termination. If such benefits cannot be provided to the Employee by reason of the Employee's terminationIn addition, the Company shall reimburse shall, subject to the Employee for Executive electing COBRA, provide the cost of obtaining comparable benefits; provided, however, that Executive with continued medical and dental insurance coverage until the Company's obligation to reimburse the Employee for such costs shall not exceed 125% earlier of the date that is six months immediately following the Termination Date and the date upon which the Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the same cost to the Executive as to similarly situated executives of the Company during such period (“Benefits Continuation”). The Company shall also reimburse the Executive for outplacement assistance during the 6-month period beginning on the Termination Date, with any such reimbursement to be consistent with Section 2.5 of providing such benefits this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the Executive exceed $15,000. The Company’s obligations to pay the Employee immediately prior Severance Amount, pay premiums relating to Benefits Continuation and provide outplacement assistance shall be conditioned upon: (i) the Date Executive’s continued compliance with his obligations under Section 4 of Terminationthis Employment Agreement and (ii) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) substantially in the form attached hereto as Exhibit A, within 45 days after the Executive’s Termination Date.

Termination by the Company Other Than for Cause, Death or Disability. If the Employee's Executive’s employment is terminated by the Company other than For Cause or because of the Employee's for Cause, death or Disability, then in addition to the Company shallAccrued Amounts, through the Date Executive shall be entitled to (A) the payment of Termination, pay the Employee the Employee's accrued and unpaid an amount equal to his Base Salary (including compensation for any accrued vacation) at the rate in effect immediately prior to the Termination Date in equal installments on the Company’s regular payment dates occurring during the 12-month period beginning on the first payroll date following the date on which the Release has become effective, and (B) a prorated portion of the Executive’s actual Annual Bonus, determined in accordance with Section 2.2 and payable at the same time Notice as annual bonuses are paid to other senior executives of Termination is given and the Employee's accrued and unpaid incentive compensationCompany, with the prorated Annual Bonus determined by multiplying the actual Annual Bonus, if any. In addition, subject to signing by a fraction, the numerator of which is the number of days the Executive is employed by the Employee Company during the applicable year and the denominator of a general release of claims in a form and manner satisfactory to the Company, the Employee shall be entitled: i. To receive an amount equal to the sum of which is 365 ((A) and (B) (the "Termination Payment"), where (A) is 100% of the Employee's Base Salary at the rate in effect at the time Notice of Termination is given and (B) is the pro-rata portion of the cash bonus (if any) paid to the Employee in the immediately preceding year based on the number of days since the first day of the current year and through the Date of Termination. Subject to Section 16(b) hereofcollectively, the Termination Payment shall be paid in 12 equal monthly installments, the first of which shall be due and payable on the first day of the month next succeeding the Date of Termination. ii“Severance Amount”). To participate in the Company's health insurance plan on the same terms and conditions (including the same cost-sharing percentage) as in effect immediately prior to the Date of Termination, for a period of twelve (12) months following the Date of Termination. If such benefits cannot be provided to the Employee by reason of the Employee's terminationIn addition, the Company shall reimburse shall, subject to the Employee for Executive electing COBRA, provide the cost of obtaining comparable benefits; provided, however, that Executive with continued medical and dental insurance coverage until the Company's obligation to reimburse the Employee for such costs shall not exceed 125% earlier of the date that is six months immediately following the Termination Date and the date upon which the Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the same cost to the Executive as to similarly situated executives of the Company during such period (“Benefits Continuation”). The Company shall also reimburse the Executive for outplacement assistance during the 6-month period beginning on the Termination Date, with any such reimbursement to be consistent with Section 2.5 of providing such benefits this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the Executive exceed $15,000. The Company’s obligations to pay the Employee immediately prior Severance Amount, pay premiums relating to Benefits Continuation and provide outplacement assistance shall be conditioned upon: (i) the Date Executive’s continued compliance with his obligations under Section 4 of Terminationthis Employment Agreement and (ii) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) substantially in the form attached hereto as Exhibit A, within 45 days after the Executive’s Termination Date.