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

Termination by the Company Without Cause or by Executive for Good Reason. The Employment Period and the Executive’s employment hereunder may be terminated by the Company without Cause, upon not less than thirty (30) days’ written notice to the Executive, or by the Executive with Good Reason, upon not less than thirty (30) days’ written notice to the Company. The Executive shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the date of termination in accordance with Section 3(a), (ii) any Annual Performance Bonus earned but not yet paid in accordance with Section 3(b), (iii) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3(g), (iv) payment for accrued but unused vacation, and (v) subject to (A) the Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, (B) the Executive having resigned from the Board, and (C) the Executive complying with the covenants set forth in Section 4, Base Salary for a severance period commencing upon the date of termination and ending eighteen (18) months thereafter (such period, the “Severance Period”) in accordance with Section 3(a). In addition, the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein. If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this Section, his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) shall continue to receive the compensation and benefits that the Executive would have otherwise received during the remainder of the Severance Period.

Termination by the Company Without Cause or by Executive for Good Reason. The Employment Period and the Executive’s employment hereunder may be terminated by the Company without Cause, upon not less than thirty (30) days’ written notice to the Executive, or by the Executive with Good Reason, upon not less than thirty (30) days’ written notice to the Company. The Executive shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the date of termination in accordance with Section 3(a), (ii) any Annual Performance Bonus earned but not yet paid in accordance with Section 3(b), (iii) any Special Bonus earned but not yet paid in accordance with Section 3(c), (iv) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3(g3(f), (ivv) payment for accrued but unused vacation, and (vvi) subject to (A) the Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, (B) the Executive having resigned from the Board, and (C) the Executive complying with the covenants set forth in Section 4, Base Salary for a severance period commencing upon the date of termination and ending eighteen twelve (1812) months thereafter (such period, the “Severance Period”) in accordance with Section 3(a). In addition, the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein. If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this SectionSection 5(d), his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) shall continue to receive the compensation and benefits that the Executive would have otherwise received during the remainder of the Severance Period.

Termination by the Company Without Cause or by Executive for Good Reason. The Employment Period and the Executive’s employment hereunder may be terminated by the Company without Cause, upon not less than thirty (30) days’ written notice to the Executive, or by the Executive with Good Reason, upon not less than thirty (30) days’ written notice to the Company. The Executive shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the date of termination in accordance with Section 3(a), (ii) any Annual Performance Bonus earned but not yet paid in accordance with Section 3(b), (iii) any Special Bonus earned but not yet paid in accordance with Section 3(c), (iv) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3(g), (ivv) payment for accrued but unused vacation, and (vvi) subject to (A) the Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, (B) the Executive having resigned from the Board, and (C) the Executive complying with the covenants set forth in Section 4, Base Salary for a severance period commencing upon the date of termination and ending eighteen twelve (1812) months thereafter (such period, the “Severance Period”) in accordance with Section 3(a). In addition, the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein. If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this SectionSection 5(d), his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) shall continue to receive the compensation and benefits that the Executive would have otherwise received during the remainder of the Severance Period.

Termination by the Company Without Cause or by Executive for Good Reason. The Employment Period Term and the Executive’s employment hereunder may be terminated by the Company without Cause, upon not less than thirty (30) days’ written notice to the Executive, Cause or by the Executive with for Good Reason. In the event of such a termination (subject to Section 4(d) below), upon not less than thirty (30) days’ written notice to the Company. The Executive shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the date of termination in accordance with Section 3(a), (ii) any Annual Performance Bonus earned but not yet paid in accordance with Section 3(b), (iii) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3(g), (iv) payment for accrued but unused vacation, and (v) subject to receive (A) the Executive having executed a general release Accrued Amounts, and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, (B) the Executive having resigned from the BoardSeverance Amount (as provided below); provided, and (C) the Executive complying with the covenants set forth in Section 4, Base Salary for a severance period commencing upon the date of termination and ending eighteen (18) months thereafter (such period, the “Severance Period”) in accordance with Section 3(a). In addition, the that Executive shall be entitled to any other rightsreceive the Severance Amount only if (i) Executive has materially complied with, benefits or entitlements and is in accordance with compliance in all material respects with, Sections 5, 6, and 7 of this Agreement, and (ii) Executive executes a general release of all claims and rights that Executive may have against the Company and its related entities and their respective equityholders, members, officers, directors, managers and employees relating to Executive’s employment and/or termination, in a form substantially similar to Exhibit A hereto (the “Release”) within 45 days following the Termination Date, and does not revoke the Release within any applicable planrevocation period. The Severance Amount shall equal (i) one year of the Base Salary rate as of the Termination Date, policyplus the amount of the Target Annual Bonus (at 100% achievement) prorated based on the number of days that Executive is employed during the fiscal year in which the Termination Date occurs, programin each case payable in a single lump sum; (ii) payment of any earned but unpaid Annual Bonus for the fiscal year prior to the year in which the Termination Date occurs, arrangement of, or other agreement with, payable in a single lump sum; (iii) continuation for 12 months following the Company or Termination Date of any health insurance benefits to which Executive was entitled as of its subsidiaries or affiliates, other than amounts the Termination Date at the same level as active employees (with such benefits to be provided in the nature form of severance or subsidized COBRA premiums); and (iv) accelerated vesting of the portion of Executive’s then-unvested equity awards subject to time-based vesting that are held by Executive as of the Termination Date and which were scheduled to vest within 12 months following the Termination Date. The cash termination payments except as described in this Section shall be paid to Executive within 60 days following the Termination Date, provided herein. If that if the Executive dies during any Severance Period period during which he is entitled Executive may sign the Release straddles two calendar years, then such cash termination payments shall be paid to benefits pursuant to this Section, his designated beneficiaries (or his estate Executive in the absence second of any surviving designated beneficiary) shall continue to receive the compensation and benefits that the Executive would have otherwise received during the remainder of the Severance Periodsuch calendar years.

Termination by the Company Without Cause or by Executive for Good Reason. The Employment Period and the Executive’s 's employment hereunder may be terminated by the Company without Cause, upon not less than thirty (30) days’ written notice to the Executive, or by the Executive with Good Reason, upon not less than thirty (30) days’ written notice to the Company. The Executive shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the date of termination in accordance with Section 3(a), (ii) any Annual Performance Bonus earned but not yet paid in accordance with Section 3(b), (iii) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3(g), (iv) payment for accrued but unused vacation, and (v) subject to (A) the Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, (B) the Executive having resigned from the Board, and (C) the Executive complying with the covenants set forth in Section 4, Base Salary for a severance period commencing upon the date of termination and ending eighteen (18) months thereafter (such period, the “Severance Period”) in accordance with Section 3(a). In addition, the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein. If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this Section, his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) shall continue to receive the compensation and benefits that the Executive would have otherwise received during the remainder of the Severance Period.

Termination by the Company Without Cause or by Executive for Good Reason. (a) The Employment Period and the Company may terminate Executive’s 's employment hereunder may be at any time for any reason. If Executive's employment is terminated by the Company without Cause, upon not less Cause (as defined in Section 6.4 hereof) (other than thirty as a result of Executive's death or Permanent Disability (30as defined in Section 6.2 hereof)) days’ written notice or if Executive terminates his employment for Good Reason (as defined in Section 6.1 (d) hereof) prior to the ExecutiveTermination Date, Executive shall receive such payments, if any, under applicable plans or by the Executive with Good Reasonprograms, upon including but not less than thirty (30) days’ written notice limited to those referred to in Section 3.3 hereof, to which he is entitled pursuant to the Companyterms of such plans or programs. The In addition, in connection with such termination Executive shall be entitled to receive, and receive the Company shall have no obligation pursuant to this Agreement or otherwise except for, following: (i) an amount equal to (A) one times the Executive's Base Salary through Salary, provided that (B) if such termination occurs at the time of and in connection with a Change of Control (as defined in Executive's Non-Qualified Stock Option Agreement dated as of the date hereof) which Change of Control occurs after the first anniversary of the date hereof, then an amount equal to two times the Executive's Base Salary, in either case at the annual rate as of the date of termination under this Section 6.1(a), payable over the twelve month period following the Termination Date in substantially equal installment payments and in accordance with Section 3(athe normal payroll practices of the Company; (ii) a cash lump sum payment in respect of (x) accrued but unused vacation days (the "Vacation Payment"), (iiy) any Annual Performance Bonus compensation earned but not yet paid (including any awarded but deferred Bonus payments) (the "Compensation Payment") and (z) reasonable expenses incurred under Section 5 but not yet reimbursed (the "Expense Payment"); and (iii) continued coverage under any employee medical, disability and life insurance plans in accordance with Section 3(b), (iii) reimbursement the respective terms thereof for business expenses properly incurred by a period ending on the Executive in accordance with Section 3(g), (iv) payment for accrued but unused vacation, and (v) subject to earlier of (A) 12 months after the Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, date of termination under this Section 6.1(a) or (B) the Executive having resigned from the Board, and (C) date on which the Executive complying with the covenants set forth in Section 4, Base Salary for becomes covered under comparable benefit plans of a severance period commencing upon the date of termination and ending eighteen (18) months thereafter (such period, the “Severance Period”) in accordance with Section 3(a). In addition, the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein. If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this Section, his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) shall continue to receive the compensation and benefits that the Executive would have otherwise received during the remainder of the Severance Periodnew employer.

Termination by the Company Without Cause or by Executive for Good Reason. The Employment Period and the Executive’s employment hereunder may be terminated by the Company without Cause, upon not less than thirty (30) days’ written notice to the Executive, or by the Executive with Good Reason, upon not less than thirty (30) days’ written notice to the Company. The Executive shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the date of termination in accordance with Section 3(a), (ii) any Annual Performance Bonus earned but not yet paid in accordance with Section 3(b), (iii) any Special Bonus earned but not yet paid in accordance with Section 3(c), (iv) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3(g), (ivv) payment for accrued but unused vacation, and (vvi) subject to (A) the Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, (B) the Executive having resigned from the Board, and (C) the Executive complying with the covenants set forth in Section 4, Base Salary for a severance period commencing upon the date of termination and ending eighteen twelve (1812) months thereafter (such period, the “Severance Period”) in accordance with Section 3(a). In addition, the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries Exhibit 10.2 or affiliates, other than amounts in the nature of severance or termination payments except as provided herein. If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this SectionSection 5(d), his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) shall continue to receive the compensation and benefits that the Executive would have otherwise received during the remainder of the Severance Period.

Termination by the Company Without Cause or by Executive for Good Reason. (a) The Employment Period and the Company may terminate Executive’s 's employment hereunder may be at any time for any reason. If Executive's employment is terminated by the Company without Cause, upon not less Cause (as defined in Section 6.4 hereof) (other than thirty as a result of Executive's death or Permanent Disability (30as defined in Section 6.2 hereof)) days’ written notice or if Executive terminates his employment for Good Reason (as defined in Section 6.1 (c) hereof) prior to the ExecutiveTermination Date, Executive shall receive such payments, if any, under applicable plans or by the Executive with Good Reasonprograms, upon including but not less than thirty (30) days’ written notice limited to those referred to in Section 3.3 hereof, to which he is entitled pursuant to the Companyterms of such plans or programs. The In addition, in connection with such termination Executive shall be entitled to receive, and receive the Company shall have no obligation pursuant to this Agreement or otherwise except for, following: (i) an amount equal to (A) one times Executive's Base Salary through if such termination occurs prior to the first anniversary of the Commencement Date or (B) two times Executive's Base Salary if such termination occurs on or after the first anniversary of the Commencement Date, in either case at the annual rate as of the date of termination under this Section 6.1(a), payable over the twelve month period following the Termination Date in substantially equal installment payments and in accordance with Section 3(athe normal payroll practices of the Company; (ii) a cash lump sum payment in respect of (x) accrued but unused vacation days (the "Vacation Payment"), (iiy) any Annual Performance Bonus compensation earned but not yet paid (including any awarded but deferred Bonus payments) (the "Compensation Payment") and (z) reasonable expenses incurred under Section 5 but not yet reimbursed (the "Expense Payment"); and (iii) continued coverage under any employee medical, disability and life insurance plans in accordance with Section 3(b), (iii) reimbursement the respective terms thereof for business expenses properly incurred by a period ending on the Executive in accordance with Section 3(g), (iv) payment for accrued but unused vacation, and (v) subject to earlier of (A) the Executive having executed a general release and waiver in a form reasonably satisfactory to second anniversary of the Company and such general release and waiver having become effective, date of termination under this Section 6.1(a) or (B) the date on which Executive having resigned from the Board, and (C) the Executive complying with the covenants set forth in Section 4, Base Salary for becomes covered under comparable benefit plans of a severance period commencing upon the date of termination and ending eighteen (18) months thereafter (such period, the “Severance Period”) in accordance with Section 3(a). In addition, the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein. If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this Section, his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) shall continue to receive the compensation and benefits that the Executive would have otherwise received during the remainder of the Severance Periodnew employer.

Termination by the Company Without Cause or by Executive for Good Reason. The Employment Period and the Company may terminate Executive’s employment hereunder may be terminated and this Agreement without Cause by the Company without Cause, upon not less than providing thirty (30) days’ prior written notice to of such termination. If this Agreement and Executive’s employment hereunder is terminated by the Executive, Company without Cause or by Executive for Good Reason (it being understood by the Executive with Good Reasonparties that termination by death or Disability shall not constitute a termination without Cause), upon not less than thirty (30) days’ written notice to the Company. The then Executive shall be entitled to receivethe Accrued Obligations, and, conditioned upon the execution and effectiveness of a release substantially in the Company form attached hereto as Exhibit B (the “Release”), the benefits set forth in subsections (a) and (b) below (the “Severance Benefits”). For all purposes under Section 6 and this Section 7, any payments due to Executive solely as a result of a termination of his employment that is not a “separation from service” shall have no obligation pursuant be postponed until the occurrence of a “separation from service” (or such earlier permitted event) to this the extent necessary to satisfy Section 409A of the Code. The Release shall not impose any other restrictive covenants on Executive other than any that are set forth in the Non-Disclosure Agreement or otherwise except for, and shall not extend to: (i) Base Salary through the date those rights which as a matter of termination in accordance with Section 3(a), law cannot be waived; (ii) claims, causes of action or demands of any Annual Performance Bonus earned but not yet paid in accordance with Section 3(b), kind that may arise after the date the Release is executed and that are based on acts or omissions occurring after such date; (iii) reimbursement claims for business expenses properly incurred by indemnification or contribution under any operative documents of the Executive in accordance with Section 3(g)Company or its subsidiaries, or claims for coverage under any directors and officers insurance policy applicable to Executive; (iv) payment for accrued but unused vacationclaims under the Consolidated Omnibus Budget Reconciliation Act of 1985, and as amended (“COBRA”); (v) subject claims with respect to (A) the Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effectiveaccrued, (B) the Executive having resigned from the Board, vested benefits under any employee benefit plan; and (Cvi) claims to enforce the Executive complying with the covenants set forth in Section 4, Base Salary for a severance period commencing upon the date of termination and ending eighteen (18) months thereafter (such period, the “Severance Period”) in accordance with Section 3(a). In addition, the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein. If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this Section, his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) shall continue to receive the compensation and benefits that the Executive would have otherwise received during the remainder terms of the Severance PeriodRelease.

Termination by the Company Without Cause or by Executive for Good Reason. The Employment Period and the Executive’s employment hereunder may be terminated by the Company without Cause, upon not less than thirty (30) days’ written notice to the Executive, or by the Executive with Good Reason, upon not less than thirty (30) days’ written notice to the Company. The Executive shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the date of termination in accordance with Section 3(a), (ii) any Annual Performance Bonus earned but not yet paid in accordance with Section 3(b), (iii) any Special Bonus earned but not yet paid in accordance with Section 3(c), (iv) reimbursement for Exhibit 10.1 business expenses properly incurred by the Executive in accordance with Section 3(g), (ivv) payment for accrued but unused vacation, and (vvi) subject to (A) the Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, (B) the Executive having resigned from the Board, and (C) the Executive complying with the covenants set forth in Section 4, Base Salary for a severance period commencing upon the date of termination and ending eighteen twelve (1812) months thereafter (such period, the “Severance Period”) in accordance with Section 3(a). In addition, the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein. If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this SectionSection 5(d), his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) shall continue to receive the compensation and benefits that the Executive would have otherwise received during the remainder of the Severance Period.

Termination by the Company Without Cause or by Executive for Good Reason. The Employment Period and the Executive’s employment hereunder may be terminated by the Company without Cause, upon not less than thirty (30) days’ written notice to the Executive, or by the Executive with Good Reason, upon not less than thirty (30) days’ written notice to the Company. The Executive shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the date of termination in accordance with Section 3(a), (ii) any Annual Performance Bonus earned but not yet paid in accordance with Section 3(b), (iii) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3(g3(f), (iv) payment for accrued but unused vacation, and (v) subject to (A) the Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, (B) the Executive having resigned from the Board, and (C) the Executive complying with the covenants set forth in Section 4, Base Salary for a severance period commencing upon the date of termination and ending eighteen twelve (1812) months thereafter (such period, the “Severance Period”) in accordance with Section 3(a). In addition, the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein. If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this Section, his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) shall continue to receive the compensation and benefits that the Executive would have otherwise received during the remainder of the Severance Period.

Termination by the Company Without Cause or by Executive for Good Reason. (a) The Employment Period and the Company may terminate Executive’s 's employment hereunder may be at any time for any reason. If Executive's employment is terminated by the Company without Cause, upon not less Cause (as defined in Section 6.4 hereof) (other than thirty as a result of Executive's death or Permanent Disability (30as defined in Section 6.2 hereof)) days’ written notice or if Executive terminates his employment for Good Reason (as defined in Section 6.1(c) hereof) prior to the ExecutiveTermination Date, Executive shall receive such payments, if any, under applicable plans or by the Executive with Good Reasonprograms, upon including but not less than thirty (30) days’ written notice limited to those referred to in Section 3.4 hereof, to which he is entitled pursuant to the Companyterms of such plans or programs. The In addition, in connection with such termination Executive shall be entitled to receive, and receive the Company shall have no obligation pursuant to this Agreement or otherwise except for, following: (i) an amount equal to (A) one times Executive's Base Salary through if such termination occurs prior to the first anniversary of the Commencement Date or (B) two times Executive's Base Salary if such termination occurs on or after the first anniversary of the Commencement Date, in either case at the annual rate as of the date of termination under this Section 6.1(a), payable over the twelve month period following the Termination Date in substantially equal installment payments and in accordance with Section 3(athe normal payroll practices of the Company; (ii) a cash lump sum payment in respect of (x) accrued but unused vacation days (the "Vacation Payment"), (iiy) any Annual Performance Bonus compensation earned but not yet paid (including any awarded but deferred Bonus payments) (the "Compensation Payment") and (z) reasonable expenses incurred under Section 5 but not yet reimbursed (the "Expense Payment"); and (iii) continued coverage under any employee medical, disability and life insurance plans in accordance with Section 3(b), (iii) reimbursement the respective terms thereof for business expenses properly incurred by a period ending on the Executive in accordance with Section 3(g), (iv) payment for accrued but unused vacation, and (v) subject to earlier of (A) the Executive having executed a general release and waiver in a form reasonably satisfactory to second anniversary of the Company and such general release and waiver having become effective, date of termination under this Section 6.1(a) or (B) the date on which Executive having resigned from the Board, and (C) the Executive complying with the covenants set forth in Section 4, Base Salary for becomes covered under comparable benefit plans of a severance period commencing upon the date of termination and ending eighteen (18) months thereafter (such period, the “Severance Period”) in accordance with Section 3(a). In addition, the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein. If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this Section, his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) shall continue to receive the compensation and benefits that the Executive would have otherwise received during the remainder of the Severance Periodnew employer.