Common use of TERMINATION BY THE COMPANY WITHOUT CAUSE AND CONSTRUCTIVE TERMINATION Clause in Contracts

TERMINATION BY THE COMPANY WITHOUT CAUSE AND CONSTRUCTIVE TERMINATION. The Company may terminate the Executive's services hereunder without Cause at any time upon 30 days' written notice to the Executive. Further, in the event that the Company either (i) requires, as a condition of his employment and without his consent, that Executive relocate outside of the San Francisco Bay Area, or (ii) re-assigns Executive to a position, or delegates to Executive duties and responsibilities, that are materially less than those generally associated with the title specified in Section 2(a) hereof for an executive in a company that is reasonably comparable in size and nature of business to the Company (either clause (i) or clause (ii), a "Constructive Termination"), then Executive shall be entitled to elect to treat such events specified in clause (i) or (ii) as a constructive termination of his employment hereunder by providing written notice of such election to the Company. In the event that Executive is terminated without Cause or pursuant to a Constructive Termination as provided herein, Executive's services shall terminate on the effective date specified in the respective notice specified above, all options to acquire Parent Common Stock held by Executive will become fully vested and immediately exerciseable, and the Company shall pay to the Executive (A) his current accrued and unpaid Base Salary, Unpaid Bonus and other benefits and payments (including, without limitation, reimbursement of amounts under Section 3) to which the Executive is entitled hereunder as of such effective date and (B) either (x) if such termination occurs at any time prior to the second anniversary of the date hereof, 18 months of the Executive's then applicable Base Salary, or (y) if such termination occurs at any time from the second anniversary of the date hereof through and including the fifth anniversary of the date hereof, 12 months of the Executive's then applicable Base Salary (provided, however, that under no circumstance shall any severance payment be made in respect of any month that follows the fifth anniversary of the date hereof), in each case subject to the Executive's compliance with the terms of Section 6 and Section 7 hereof. Notwithstanding the foregoing subclause (B), in the event that Executive becomes employed in a position that is reasonably comparable to his position with the Company in terms of base salary and level of duties and responsibilities, then the Company shall no longer be required to make the payments under subclause (B) from and after the date of Employee's commencement of such alternative employment. The Executive and his beneficiaries shall be entitled to no other compensation under this Agreement following, or as a result of, a termination without Cause or a Constructive Termination under this paragraph. Salary and bonus payments referred to in this Section 4(e) will be paid in accordance with Sections 3(a) and 3(c), as applicable.