Common use of Termination by the Company other than for Cause or Disability; Termination by the Executive for Good Reason Clause in Contracts

Termination by the Company other than for Cause or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated during the Term (i) by the Company other than for Cause or Disability or (ii) by the Executive for Good Reason, in addition to the Accrued Amounts the Executive shall be entitled to the following payments and benefits: (x) the continuation of his Base Salary at the rate in effect immediately prior to the date of termination for a period of twelve (12) months, (y) the continuation on the same terms as an active senior executive of medical benefits the Executive would otherwise be eligible to receive as an active senior executive of the Company for twelve (12) months or until such earlier time as the Executive becomes eligible for medical benefits from a subsequent employer and (z) a pro rata Annual Bonus for the fiscal year in which the termination occurs (the “Pro Rata Annual Bonus Payment”), based on the Company’s actual performance through the end of such fiscal year and the number of days the Executive was employed during such fiscal year (such payments and benefits, the “Severance Payments”). The Company’s obligations to make the Severance Payments shall be conditioned upon: (i) the Executive’s continued compliance with his obligations under Section 4 of this Employment Agreement and (ii) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) in the form attached hereto as Exhibit A. In the event that the Executive breaches any of the covenants set forth in Section 4 of this Employment Agreement, the Executive will immediately return to the Company any portion of the Severance Payments that have been paid to the Executive pursuant to this Section 3.2(a). Subject to Section 3.2(d), the Severance Payments (with the exception of the Pro Rata Annual Bonus Payment) will commence to be paid to the Executive as soon as practicable following the effectiveness of the Release. The Pro Rata Annual Bonus Payment will be paid at the time the Company ordinarily pays incentive bonuses to its executives with respect to the fiscal year in which the termination occurs.

Termination by the Company other than for Cause or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated during the Term (i) by the Company other than for Cause or Disability or (ii) according to Section 3.1 hereof by the Executive for Good ReasonReason (as defined herein), in addition to the Accrued Amounts the Executive shall be entitled to the following payments and benefitsto: (xi) the continuation of his Base Salary at the rate in effect immediately prior to the date of termination for a period of twelve (12) monthsAccrued Amounts, (y) the continuation on the same terms as an active senior executive of medical benefits the Executive would otherwise be eligible to receive as an active senior executive of the Company for twelve (12) months or until such earlier time as the Executive becomes eligible for medical benefits from a subsequent employer and (zii) a pro pro-rata Annual Bonus bonus for the fiscal year in which the termination occurs (the “Pro Rata Annual Bonus Payment”)of termination, based on the Company’s actual performance through the end of such the applicable fiscal year and the number of days that have elapsed in the Executive was employed during such fiscal year through the date of termination (such payments a “Pro-Rata Bonus”), (iii) payment of an amount equal to the sum of 1/12 of Base Salary and benefits, 1/12 of the target Annual Bonus each month for eighteen (18) months following termination (the “Severance Payments”) and (iv) continuation of medical benefits on the same terms as active senior executives for eighteen (18) months following termination (“Medical Continuation”). The Company’s obligations In addition, all of the Options granted pursuant to make Section 2.3 that are unvested at the time of such termination will become fully vested at termination under this Section 3.2.a (“Option Vesting”). Receipt of the Severance Payments Payments, Medical Continuation and Option Vesting shall be conditioned upon: (i) on the Executive’s continued compliance with his obligations under Section 4 of this Employment Agreement and (ii) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) in the form attached hereto as Exhibit A. Agreement. In the event that the Executive breaches any of the material covenants set forth in Section 4 of this Employment Agreement, the Executive will shall immediately return to the Company any portion of the Severance Payments that have been paid to the Executive pursuant to this Section 3.2(a) and any shares or other amounts received in respect of the Options that became vested pursuant to this Section 3.2(a), and the Medical Continuation shall immediately terminate. Subject to Section 3.2(d3.2(c), the Company will commence payment of the Severance Payments (with the exception of the Pro Rata Annual Bonus Payment) will commence to be paid to the Executive as soon as practicable following the effectiveness of the Release. The Pro Pro-Rata Annual Bonus Payment will be paid at the time the Company ordinarily pays incentive bonuses to its executives with respect to the fiscal year in which the termination occurs.

Termination by the Company other than for Cause or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated during the Term (i) by the Company other than for Cause or Disability or (ii) by the Executive for Good Reason, in addition to the Accrued Amounts the Executive shall be entitled to the following payments and benefits: (x) the continuation of his Base Salary at the rate in effect immediately prior to the date of termination for a period of twelve (12) monthsmonths (“Severance Payments”), (y) the continuation on the same terms as an active senior executive of medical benefits the Executive would otherwise be eligible to receive as an active senior executive of the Company for twelve (12) months or until such earlier time as the Executive becomes eligible for medical benefits from a subsequent employer and (z) a pro rata Annual Bonus for the fiscal year in which the termination occurs (the “Pro Rata Annual Bonus Payment”)occurs, based on the Company’s actual performance through the end of such fiscal year and the number of days the Executive was employed during such fiscal year (such payments the “Pro Rata Annual Bonus Payment”) ((x), (y) and benefits, (z) collectively referred to as the “Severance PaymentsBenefits”). The Company’s obligations to make pay and provide the Severance Payments Benefits shall be conditioned upon: (i) the Executive’s continued compliance with his obligations under Section 4 of this Employment Agreement and (ii) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) in the form attached hereto as Exhibit A. In the event that the Executive breaches any of the covenants set forth in Section 4 of this Employment Agreement, the Executive will immediately return to the Company any portion of the Severance Payments Benefits that have been paid to the Executive pursuant to this Section 3.2(a). Subject to Section 3.2(d), the Severance Payments (with the exception of the Pro Rata Annual Bonus Payment) will commence to be paid to the Executive as soon as practicable on the sixtieth (60th) day following the effectiveness termination of the ReleaseExecutive’s employment, provided that the Release has been executed, delivered and has become irrevocable as of such date. The Pro Rata Annual Bonus Payment will be paid at the time the Company ordinarily pays incentive bonuses to its executives with respect to the fiscal year in which the termination occursexecutives.

Termination by the Company other than for Cause or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated during the Term (i) by the Company other than for Cause or Disability Disability, or (ii) by the Executive for Good ReasonReason (as defined herein), in addition to the Accrued Amounts the Executive shall be entitled to the following payments and benefitsto: (xi) the continuation of his Base Salary at the rate in effect immediately prior to the date of termination for a period of twelve (12) monthsAccrued Amounts, (y) the continuation on the same terms as an active senior executive of medical benefits the Executive would otherwise be eligible to receive as an active senior executive of the Company for twelve (12) months or until such earlier time as the Executive becomes eligible for medical benefits from a subsequent employer and (zii) a pro pro-rata Annual Bonus bonus for the fiscal year in which the termination occurs (the “Pro Rata Annual Bonus Payment”)of termination, based on the Company’s actual performance through the end of such the applicable fiscal year and the number of days that have elapsed in the Executive was employed during such fiscal year through the date of termination (such payments a “Pro-Rata Bonus”), (iii) payment of an amount equal to the sum of 1/12 of Base Salary and benefits, 1/12 of the target Annual Bonus each month for twelve (12) months following termination (the “Severance Payments”) and (iv) continuation of medical benefits on the same terms as active senior executives for twelve (12) months following termination (“Medical Continuation”). The Company’s obligations In addition, all of the Options granted pursuant to make Section 2.3 that are unvested at the time of such termination will become fully vested at termination in accordance with this Section 3.2.a (“Option Vesting”). Receipt of the Severance Payments Payments, Medical Continuation and Option Vesting shall be conditioned upon: (i) on the Executive’s continued compliance with his obligations under Section 4 of this Employment Agreement and (ii) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) in the form attached hereto as Exhibit A. Agreement. In the event that the Executive breaches any of the material covenants set forth in Section 4 of this Employment Agreement, the Executive will shall immediately return to the Company any portion of the Severance Payments that have been paid to the Executive pursuant to this Section 3.2(a) and any shares or other amounts received in respect of the Options that became vested pursuant to this Section 3.2(a), and the Medical Continuation shall immediately terminate. Subject to Section 3.2(d3.2(c), the Company will commence payment of the Severance Payments (with the exception of the Pro Rata Annual Bonus Payment) will commence to be paid to the Executive as soon as practicable following the effectiveness of the Release. The Pro Pro-Rata Annual Bonus Payment will be paid at the time the Company ordinarily pays incentive bonuses to its executives with respect to the fiscal year in which the termination occurs.

Termination by the Company other than for Cause or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated during the Term (i) by the Company other than for Cause or Disability Disability, or (ii) by the Executive for Good ReasonReason (as defined herein), in addition to the Accrued Amounts the Executive shall be entitled to the following payments and benefitsto: (xi) the continuation of his Base Salary at the rate in effect immediately prior to the date of termination for a period of twelve (12) monthsAccrued Amounts, (y) the continuation on the same terms as an active senior executive of medical benefits the Executive would otherwise be eligible to receive as an active senior executive of the Company for twelve (12) months or until such earlier time as the Executive becomes eligible for medical benefits from a subsequent employer and (zii) a pro pro-rata Annual Bonus bonus for the fiscal year in which the termination occurs (the “Pro Rata Annual Bonus Payment”)of termination, based on the Company’s actual performance through the end of such the applicable fiscal year and the number of days that have elapsed in the Executive was employed during such fiscal year through the date of termination (such payments a “Pro-Rata Bonus”), (iii) payment of an amount equal to the sum of 1/12 of Base Salary and benefits, 1/12 of the target Annual Bonus each month for six (6) months following termination (the “Severance Payments”) and (iv) continuation of medical benefits on the same terms as active senior executives for six (6) months following termination (“Medical Continuation”). The Company’s obligations In addition, all of the Options granted pursuant to make Section 2.3 that are unvested at the time of such termination will become fully vested at termination in accordance with this Section 3.2.a (“Option Vesting”). Receipt of the Severance Payments Payments, Medical Continuation and Option Vesting shall be conditioned upon: (i) on the Executive’s continued compliance with his obligations under Section 4 of this Employment Agreement and (ii) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) in the form attached hereto as Exhibit A. Agreement. In the event that the Executive breaches any of the material covenants set forth in Section 4 of this Employment Agreement, the Executive will shall immediately return to the Company any portion of the Severance Payments that have been paid to the Executive pursuant to this Section 3.2(a) and any shares or other amounts received in respect of the Options that became vested pursuant to this Section 3.2(a), and the Medical Continuation shall immediately terminate. Subject to Section 3.2(d3.2(c), the Company will commence payment of the Severance Payments (with the exception of the Pro Rata Annual Bonus Payment) will commence to be paid to the Executive as soon as practicable following the effectiveness of the Release. The Pro Pro-Rata Annual Bonus Payment will be paid at the time the Company ordinarily pays incentive bonuses to its executives with respect to the fiscal year in which the termination occurs.

Termination by the Company other than for Cause or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated during the Term (i) by the Company other than for Cause or Disability Disability, or (ii) by the Executive for Good ReasonReason (as defined herein), in addition to the Accrued Amounts the Executive shall be entitled to the following payments and benefitsto: (xi) the continuation of his Base Salary at the rate in effect immediately prior to the date of termination for a period of twelve (12) monthsAccrued Amounts, (y) the continuation on the same terms as an active senior executive of medical benefits the Executive would otherwise be eligible to receive as an active senior executive of the Company for twelve (12) months or until such earlier time as the Executive becomes eligible for medical benefits from a subsequent employer and (zii) a pro pro-rata Annual Bonus bonus for the fiscal year in which the termination occurs (the “Pro Rata Annual Bonus Payment”)of termination, based on the Company’s actual performance through the end of such the applicable fiscal year and the number of days that have elapsed in the Executive was employed during such fiscal year through the date of termination (such payments a “Pro-Rata Bonus”), (iii) payment of an amount equal to the sum of 1/12 of Base Salary and benefits, 1/12 of the target Annual Bonus each month for eighteen (18) months following termination (the “Severance Payments”) and (iv) continuation of medical benefits on the same terms as active senior executives for eighteen (18) months following termination (“Medical Continuation”). The Company’s obligations In addition, all of the Options granted pursuant to make Section 2.3 that are unvested at the time of such termination will become fully vested at termination under this Section 3.2.a (“Option Vesting”). Receipt of the Severance Payments Payments, Medical Continuation and Option Vesting shall be conditioned upon: (i) on the Executive’s continued compliance with his obligations under Section 4 of this Employment Agreement and (ii) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) in the form attached hereto as Exhibit A. Agreement. In the event that the Executive breaches any of the material covenants set forth in Section 4 of this Employment Agreement, the Executive will shall immediately return to the Company any portion of the Severance Payments that have been paid to the Executive pursuant to this Section 3.2(a) and any shares or other amounts received in respect of the Options that became vested pursuant to this Section 3.2(a), and the Medical Continuation shall immediately terminate. Subject to Section 3.2(d3.2(c), the Company will commence payment of the Severance Payments (with the exception of the Pro Rata Annual Bonus Payment) will commence to be paid to the Executive as soon as practicable following the effectiveness of the Release. The Pro Pro-Rata Annual Bonus Payment will be paid at the time the Company ordinarily pays incentive bonuses to its executives with respect to the fiscal year in which the termination occurs.

Termination by the Company other than for Cause or Disability; Termination by the Executive for Good Reason. If (i) the Executive’s employment is terminated by the Company during the Term (i) by the Company other than for Cause or Disability or (ii) by the Executive resigns for Good Reason, in addition to the Accrued Amounts the Executive shall be entitled to elect either of the following sets of payments and benefits: (x) – (A) the continuation of his Executive’s Base Salary at the rate in effect immediately prior to the date of termination for a period of twelve (12) 12 months, and (yB) the continuation on the same terms as an active senior executive employee of medical benefits the Executive would otherwise be eligible to receive as an active senior executive employee of the Company for twelve (12) 12 months or until such earlier time as the Executive becomes eligible for medical benefits from a subsequent employer and employer; or (zy) payment in a pro rata Annual Bonus for lump sum of an amount equal to 12 months of Executive’s Base Salary at the fiscal year rate in which effect immediately prior to the termination occurs (the “Pro Rata Annual Bonus Payment”), based on the Company’s actual performance through the end date of such fiscal year and the number of days the Executive was employed during such fiscal year Termination (such payments and benefits, if any, under the option selected are referred to as the “Severance Payments”). The Executive must notify the Company in writing of its election of Severance Payments at least 10 days prior to the effective date of termination. The Company’s obligations to make the Severance Payments shall be conditioned upon: (i) the Executive’s continued compliance with his Executive’s obligations under Section 4 of this Employment Agreement and (ii) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims arising in connection with the Executive’s employment and termination of employment with the Company (the “Release”) in a form reasonably acceptable to the form attached hereto as Exhibit A. Company and the Executive. In the event that the Executive breaches any of the covenants set forth in Section 4 of this Employment Agreement, the Executive will immediately return to the Company any portion of the Severance Payments that have been paid to the Executive pursuant to this Section 3.2(a). Subject to Section 3.2(d3.2(c), the Severance Payments (with the exception of the Pro Rata Annual Bonus Payment) will commence to be paid to the Executive as soon as practicable within 10 days following the effectiveness of the Release. The Pro Rata Annual Bonus Payment will be paid at the time the Company ordinarily pays incentive bonuses to its executives with respect to the fiscal year in which the termination occurs.

Termination by the Company other than for Cause or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated during the Term (i) by the Company other than for Cause or Disability or (ii) by the Executive for Good Reason, in addition to the Accrued Amounts Amounts, the Executive shall be entitled to the following payments and benefits: (x) the continuation of his Base Salary at the rate in effect immediately prior to the date of termination for a period of twelve (12) months, (y) the continuation on the same terms as an active senior executive of medical benefits the Executive would otherwise be eligible to receive as an active senior executive of the Company for twelve (12) months or until such earlier time as the Executive becomes eligible for medical benefits from a subsequent employer and (z) a pro rata Annual Bonus for the fiscal year in which the termination occurs (the “Pro Rata Annual Bonus Payment”), based on the Company’s actual performance through the end of such fiscal year and the number of days the Executive was employed during such fiscal year (such payments and benefits, the “Severance Payments”). The Company’s obligations obligation to make the Severance Payments shall be conditioned upon: (i) the Executive’s continued compliance with his obligations under Section 4 of this Amended Employment Agreement and (ii) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) in the form attached hereto as Exhibit A. In the event that the Executive breaches any of the covenants set forth in Section 4 of this Amended Employment Agreement, the Executive will immediately return to the Company any portion of the Severance Payments that have been paid to the Executive pursuant to this Section 3.2(a). Subject to Section 3.2(d), the Severance Payments (with the exception of the Pro Rata Annual Bonus Payment) will commence to be paid to the Executive as soon as practicable following the effectiveness of the Release. The Pro Rata Annual Bonus Payment will be paid at the time the Company ordinarily pays incentive bonuses to its executives with respect to the fiscal year in which the termination occurs.

Termination by the Company other than for Cause or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated during the Term (i) by the Company other than for Cause or Disability or (ii) by the Executive for Good Reason, in addition to the Accrued Amounts the Executive shall be entitled to the following payments and benefits: (x) the continuation of his Base Salary at the rate in effect immediately prior to the date of termination for a period of twelve (12) months, (y) the continuation on the same terms as an active senior executive of medical benefits the Executive would otherwise be eligible to receive as an active senior executive of the Company for twelve (12) months or until such earlier time as the Executive becomes eligible for medical benefits from a subsequent employer and (z) a pro rata Annual Bonus for the fiscal year in which the termination occurs (the “Pro Rata Annual Bonus Payment”), based on the Company’s actual performance through the end of such fiscal year and the number of days the Executive was employed during such fiscal year (such payments and benefits, the “Severance Payments”). The Company’s obligations to make the Severance Payments shall be conditioned upon: (i) the Executive’s continued compliance with his obligations under Section 4 of this Amended Employment Agreement and (ii) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) in the form attached hereto as Exhibit A. In the event that the Executive breaches any of the covenants set forth in Section 4 of this Amended Employment Agreement, the Executive will immediately return to the Company any portion of the Severance Payments that have been paid to the Executive pursuant to this Section 3.2(a). Subject to Section 3.2(d), the Severance Payments (with the exception of the Pro Rata Annual Bonus Payment) will commence to be paid to the Executive as soon as practicable on the sixtieth (60th) day following the effectiveness termination of the ReleaseExecutive’s employment, provided that the Release has been executed, delivered and has become irrevocable as of such date. The Pro Rata Annual Bonus Payment will be paid at the time the Company ordinarily pays incentive bonuses to its executives with respect to the fiscal year in which the termination occursexecutives.

Termination by the Company other than for Cause or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated during the Term (i) by the Company other than for Cause or Disability or (ii) by the Executive for Good Reason, in addition to the Accrued Amounts the Executive shall be entitled to the following payments and benefits: (x) the continuation of his Base Salary at the rate in effect immediately prior to the date of termination for a period of twelve (12) months, (y) the continuation on the same terms as an active senior executive of medical benefits the Executive would otherwise be eligible to receive as an active senior executive of the Company for twelve (12) months or until such earlier time as the Executive becomes eligible for medical benefits from a subsequent employer employer, and (z) a pro rata Annual Bonus for the fiscal year in which the termination occurs (the “Pro Rata Annual Bonus Payment”), based on the Company’s actual performance through the end of such fiscal year and the number of days the Executive was employed during such fiscal year (such payments and benefits, the “Severance Payments”). The Company’s obligations to make the Severance Payments shall be conditioned upon: (i) the Executive’s continued compliance with his obligations under Section 4 of this Second Amended Employment Agreement and (ii) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) in the form attached hereto as Exhibit A. In the event that the Executive breaches any of the covenants set forth in Section 4 of this Second Amended Employment Agreement, the Executive will immediately return to the Company any portion of the Severance Payments that have been paid to the Executive pursuant to this Section 3.2(a). Subject to Section 3.2(d), the Severance Payments (with the exception of the Pro Rata Annual Bonus Payment) will commence to be paid to the Executive as soon as practicable on the sixtieth (60th) day following the effectiveness termination of the ReleaseExecutive’s employment, provided that the Release has been executed, delivered and has become irrevocable as of such date. The Pro Rata Annual Bonus Payment will be paid at the time the Company ordinarily pays incentive bonuses to its executives with respect to the fiscal year in which the termination occursexecutives.

Termination by the Company other than for Cause or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated during the Term (i) by the Company other than for Cause or Disability Disability, or (ii) by the Executive for Good ReasonReason (as defined herein), in addition to the Accrued Amounts the Executive shall be entitled to the following payments and benefitsto: (xi) the continuation of his Base Salary at the rate in effect immediately prior to the date of termination for a period of twelve (12) monthsAccrued Amounts, (y) the continuation on the same terms as an active senior executive of medical benefits the Executive would otherwise be eligible to receive as an active senior executive of the Company for twelve (12) months or until such earlier time as the Executive becomes eligible for medical benefits from a subsequent employer and (zii) a pro pro-rata Annual Bonus bonus for the fiscal year in which the termination occurs (the “Pro Rata Annual Bonus Payment”)of termination, based on the Company’s actual performance through the end of such the applicable fiscal year and the number of days that have elapsed in the Executive was employed during such fiscal year through the date of termination (such payments a “Pro-Rata Bonus”), (iii) payment of an amount equal to the sum of 1/12 of Base Salary and benefits, 1/12 of the target Annual Bonus each month for eighteen (18) months following termination (the “Severance Payments”) and (iv) continuation of medical benefits on the same terms as active senior executives for eighteen (18) months following termination (“Medical Continuation”). The Company’s obligations In addition, a portion of the Options granted pursuant to make Section 2.3(b) that are unvested at the time of such termination will become vested, as follows: if termination occurs during the first two (2) years of employment, a pro-rata portion of 1/4 of the shares subject to the Options will vest, such pro-rata portion to be determined based on the number of months worked since the date of grant divided by twenty four (24), and if termination occurs during the third (3rd), fourth (4th) or fifth (5th) years of employment, a pro-rata portion of 1/4 of the shares subject to the Options will vest, such pro-rata portion to be determined based on the number of months worked since the previous vesting date divided by twelve (12) (“Pro-Rata Option Vesting”). Receipt of the Severance Payments Payments, Medical Continuation and Pro-Rata Option Vesting shall be conditioned uponon: (i) the Executive’s continued compliance with his obligations under Section 4 5 of this Employment Agreement and (ii) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) in the form attached hereto as Exhibit A. In the event that the Executive breaches any of the covenants set forth in Section 4 5 of this Employment Agreement, the Executive will shall immediately return to the Company any portion of the Severance Payments that have been paid to the Executive pursuant to this Section 3.2(a) and any shares or other amounts received in respect of the Options that became vested pursuant to this Section 3.2(a), and the Medical Continuation shall immediately terminate. Subject to Section 3.2(d3.2(c), the Company will commence payment of the Severance Payments (with the exception of the Pro Rata Annual Bonus Payment) will commence to be paid to the Executive as soon as practicable following the effectiveness of the Release. The Pro Pro-Rata Annual Bonus Payment will be paid at the time the Company ordinarily pays incentive bonuses to its executives with respect to the fiscal year in which the termination occurs.