Common use of Termination by the Company without Cause or by Employee for Good Reason Clause in Contracts

Termination by the Company without Cause or by Employee for Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, following Executive’s separation from service and commencing with the payroll period immediately following the Release Deadline (as defined below), the Company shall pay to Executive the annual Base Salary then in effect for twelve (12) months on a regular payroll basis; provided, that if Executive’s employment is so terminated during the first twelve (12) months of the Term (such initial twelve (12)-month period, the “Initial Period”), the Company shall pay Executive the annual Base Salary then in effect for the remainder of the Initial Period and an additional twelve (12) months thereafter. In addition, the Company shall continue its contributions toward Executive’s health care, dental, disability and life insurance benefits on the same basis as immediately prior to the date of termination, except as provided below, for the same length of time as it continues payment to Executive of Base Salary pursuant to this Section 5.2. Notwithstanding the foregoing, the Company shall not be required to provide any health care, dental, disability or life insurance benefit otherwise receivable by Executive if Executive is actually covered or becomes covered by an equivalent benefit (at the same cost to Executive, if any) from another source. Any such benefit made available to Executive shall be reported to the Company. In order to be eligible to receive the payments described in this Section 5.2, Executive must execute in favor of the Company and not thereafter revoke the release agreement substantially in the form annexed hereto as Exhibit A within thirty (30) calendar days following Executive’s separation from service (the “Release Deadline”).

Termination by the Company without Cause or by Employee for Good Reason. In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, following Executive’s separation from service and commencing with the payroll period immediately following the Release Deadline (as defined below), the Company shall pay to Executive the annual Base Salary Total Compensation then in effect for twelve (12) months on a regular payroll basis; provided, that if Executive’s employment is so terminated during the first twelve twenty four (1224) months of the Term (such initial twelve twenty four (12)-month 24)-month period, the “Initial Period”), the Company shall pay Executive the annual Base Salary Total Compensation then in effect for the remainder of the Initial Period and an additional twelve (12) months thereafter. In addition, the Company shall continue its contributions toward Executive’s health care, dental, disability and life insurance benefits on the same basis as immediately prior to the date of termination, except as provided below, for the same length of time as it continues payment to Executive of Base Salary Total Compensation pursuant to this Section 5.2. Notwithstanding the foregoing, the Company shall not be required to provide any health care, dental, disability or life insurance benefit otherwise receivable by Executive if Executive is actually covered or becomes covered by an equivalent benefit (at the same cost to Executive, if any) from another source. Any such benefit made available to Executive shall be reported to the Company. In order to be eligible to receive the payments described in this Section 5.2, Executive must execute in favor of the Company and not thereafter revoke the release agreement substantially in the form annexed hereto as Exhibit A within thirty (30) calendar days following Executive’s separation from service (the “Release Deadline”).

Termination by the Company without Cause or by Employee for Good Reason. In the event that Executive’s employment is terminated by the Company without Cause other than as set forth in Section 5.1 above or by Executive for Good Reason, following Executive’s separation from service and commencing with the payroll period immediately following the Release Deadline (as defined below), the Company shall pay to Executive the annual Base Salary then in effect for twelve Executive: (12a) months on a regular payroll basis; provided, that if Executive’s employment is so terminated during the first twelve (12) months of the Term (such initial twelve (12)-month period, the “Initial Period”), the Company shall pay Executive the annual Base Salary then in effect for the remainder greater of the Initial Period and an additional twelve (12) months thereafteror the remainder of the Term on a regular payroll basis; [(b) immediately upon separation the full amount of the Guaranteed Bonus (to the extent not already paid by the Company);] and (c) immediately upon separation a prorated portion of any other bonuses earned by Executive during the year in which the separation occurs. In addition, the Company shall continue its contributions toward Executive’s health care, dental, disability and life insurance benefits on the same basis as immediately prior to the date of termination, except as provided below, termination for the same length of time as it continues payment to Executive of Base Salary pursuant to this Section 5.2. Notwithstanding the foregoing, the Company shall not be required to provide any health care, dental, disability or life insurance benefit otherwise receivable by Executive if Executive is actually covered or becomes covered by an equivalent benefit (at the same cost to Executive, if any) from another source. Any such benefit made available to Executive shall be reported to the Company. In order to be eligible to receive the payments described in this Section 5.2, Executive must execute in favor of the Company and not thereafter revoke the release agreement substantially in the form annexed hereto as Exhibit A within thirty (30) calendar days following Executive’s separation from service (the “Release Deadline”). Notwithstanding the foregoing, if the Executive receives compensation or remuneration after the Release Deadline for services to a third party, payments of Base Salary payable to Executive following the Release Date shall be subject to a reduction by the amount of such compensation paid from the third party during the period for which Executive was entitled to receive Base Salary continuation hereunder. Executive shall notify the Company of any employment related services to third parties within 30 days of Employee’s providing such services.

Termination by the Company without Cause or by Employee for Good Reason. In the event that Executive’s employment is terminated by the Company without Cause other than as set forth in Section 5.1 above or by Executive for Good Reason, following Executive’s separation from service and commencing with the payroll period immediately following the Release Deadline (as defined below), the Company shall pay to Executive the annual Base Salary then in effect for twelve Executive: (12a) months on a regular payroll basis; provided, that if Executive’s employment is so terminated during the first twelve (12) months of the Term (such initial twelve (12)-month period, the “Initial Period”), the Company shall pay Executive the annual Base Salary then in effect for the remainder greater of the Initial Period and an additional twelve (12) months thereafteror the remainder of the Term on a regular payroll basis and (b) immediately upon separation a prorated portion of any bonuses earned by Executive during the year in which the separation occurs. In addition, the Company shall continue its contributions toward Executive’s health care, dental, disability and life insurance benefits on the same basis as immediately prior to the date of termination, except as provided below, termination for the same length of time as it continues payment to Executive of Base Salary pursuant to this Section 5.2. Notwithstanding the foregoing, the Company shall not be required to provide any health care, dental, disability or life insurance benefit otherwise receivable by Executive if Executive is actually covered or becomes covered by an equivalent benefit (at the same cost to Executive, if any) from another source. Any such benefit made available to Executive shall be reported to the Company. In order to be eligible to receive the payments described in this Section 5.2, Executive must execute in favor of the Company and not thereafter revoke the release agreement substantially in the form annexed hereto as Exhibit A within thirty (30) calendar days following Executive’s separation from service (the “Release Deadline”). Notwithstanding the foregoing, if the Executive receives compensation or remuneration after the Release Deadline for services to a third party, payments of Base Salary payable to Executive following the Release Date shall be subject to a reduction by the amount of such compensation paid from the third party during the period for which Executive was entitled to receive Base Salary continuation hereunder. Executive shall notify the Company of any employment related services to third parties within 30 days of Employee’s providing such services.

Termination by the Company without Cause or by Employee for Good Reason. In the event that Executive’s employment is terminated by the Company without Cause other than as set forth in Section 5.1 above or by Executive for Good Reason, following Executive’s separation from service and commencing with the payroll period immediately following the Release Deadline (as defined below), the Company shall pay to Executive the annual Base Salary then in effect for twelve Executive: (12a) months on a regular payroll basis; provided, that if Executive’s employment is so terminated during the first twelve (12) months of the Term (such initial twelve (12)-month period, the “Initial Period”), the Company shall pay Executive the annual Base Salary then in effect for the remainder greater of the Initial Period and an additional twelve (12) months thereafteror the remainder of the Term on a regular payroll basis; and (b) immediately upon separation a prorated portion of any bonuses earned by Executive during the year in which the separation occurs. In addition, the Company shall continue its contributions toward Executive’s health care, dental, disability and life insurance benefits on the same basis as immediately prior to the date of termination, except as provided below, termination for the same length of time as it continues payment to Executive of Base Salary pursuant to this Section 5.2. Notwithstanding the foregoing, the Company shall not be required to provide any health care, dental, disability or life insurance benefit otherwise receivable by Executive if Executive is actually covered or becomes covered by an equivalent benefit (at the same cost to Executive, if any) from another source. Any such benefit made available to Executive shall be reported to the Company. In order to be eligible to receive the payments described in this Section 5.2, Executive must execute in favor of the Company and not thereafter revoke the release agreement substantially in the form annexed hereto as Exhibit A within thirty (30) calendar days following Executive’s separation from service (the “Release Deadline”). Notwithstanding the foregoing, if the Executive receives compensation or remuneration after the Release Deadline for services to a third party, payments of Base Salary payable to Executive following the Release Date shall be subject to a reduction by the amount of such compensation paid from the third party during the period for which Executive was entitled to receive Base Salary continuation hereunder. Executive shall notify the Company of any employment related services to third parties within 30 days of Employee’s providing such services.