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

Termination by the Company Without Cause or by Executive With Good Reason. In the event the Company terminates Executive’s employment with the Company without Cause during the Term or Executive terminates Executive’s employment with Good Reason during the Term, the Company shall (1) pay Executive the Accrued Obligations, within the time period required by applicable law, and (2) provided that Executive executes and timely returns (and does not revoke) a release of claims in a form and substance reasonably requested by the Company (the “Release”), pay Executive an amount equivalent to (a) the Base Salary for two (2) years (“Salary Continuation”) and (b) two (2) times any Annual Bonus awarded to Executive by the Compensation Committee for the year prior to the year in which Executive’s employment is terminated (the “Continued Bonus”) (the Salary Continuation and the Continued Bonus are collectively references as the “Severance”). The Salary Continuation shall be paid in equal payments in accordance with the Company’s normal payroll practices, subject to all required and/or authorized withholdings and deductions, with the first payment being made to Executive on the first regular payroll date of the first month following the sixtieth (60th) day after the effective date of termination of Executive’s employment (“Termination Date”) and the remaining payments being made on the Company’s regular payroll dates thereafter through the end of the twenty-four-month period immediately following the Termination Date, provided that the first payment shall include any amounts that would otherwise have been payable during the period between the Termination Date and the date of the first payment. The Continued Bonus shall be paid in two (2) equal installments with the first payment being made on March 15th of the year following the year in which the Termination Date occurs and the second payment being made on March 15th of the next year. The Company’s obligation to pay the Severance shall immediately cease if Executive becomes associated in any way with a Competitor as described below in Article IV.C.(i). Other than as provided in this Article III, the Company shall not owe Executive any further compensation.

Termination by the Company Without Cause or by Executive With Good Reason. In the event the Company terminates that Executive’s employment with hereunder is terminated by the Company without Cause during the Term or Cause, by Executive terminates Executive’s employment with Good Reason during or as a result of the TermCompany providing Executive with notice of its intent not to renew the Employment Term pursuant to Section 3, then the Company shall (1) pay provide Executive with the Accrued Obligationssame payments and benefits set forth in Section 8(a). Further, within the time period required by applicable law, and (2) provided that Executive timely executes and timely returns (and does not revoke) a general release of all claims against the Company in a form and substance reasonably requested by the Company (the attached hereto as Exhibit A(a “Release”), pay Executive an amount equivalent to (a) the Base Salary for two (2) years (“Salary Continuation”’’) and the Release becomes effective within 60 days following the date of Executive’s termination, then Executive shall also receive: (bi) two (2) times any Annual a pro rata Bonus awarded to Executive by the Compensation Committee for the year prior to the year Target Year in which Executive’s employment is terminated (the “Continued Bonus”) (the Salary Continuation and the Continued Bonus are collectively references as the “Severance”). The Salary Continuation shall be paid in equal payments in accordance with the Company’s normal payroll practicestermination became effective, subject to all required and/or authorized withholdings and deductions, with the first payment being made to Executive payable on the first regular payroll same date that bonuses are payable to other executives of the first month Company in the year following the sixtieth such Target Year; (60thii) day after the effective date of termination continued payment of Executive’s employment Base Compensation during the twenty four (“Termination Date”24) and the remaining payments being made month period immediately following Executive’s termination on the Company’s regular regularly scheduled payroll dates thereafter through dates; (iii) vesting of 50% of any otherwise unvested portion of all equity awards held by Executive immediately prior to his termination date; and (iv) reimbursement for Executive’s payment of COBRA premiums until the end earlier of (x) the eighteen (18) months following Executive’s termination date, and (y) the date Executive obtains other employment that offers substantially comparable medical insurance coverage, payable over such period on the Company’s regularly scheduled payroll dates; provided, however, that if the 60 day period for the Release to become effective begins in one calendar year and ends in a second calendar year, the first installment of the twenty-four-month period immediately following payments made under (ii) and (ii) hereof shall not be paid until the Termination Date, provided that the first payment second calendar year and shall include any all amounts that would otherwise have been payable during paid prior to such date if such delay had not applied; and provided, further, if the period between Company’s reimbursement of the Termination Date COBRA premium contributions as described in (iii) hereof, would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act, Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”) or applicable regulations or guidance issued thereunder, Executive and the date of the first payment. The Continued Bonus shall be paid Company agree to work together in two (2) equal installments with the first payment being made on March 15th of the year following the year in which the Termination Date occurs and the second payment being made on March 15th of the next year. The Company’s obligation good faith to pay the Severance shall immediately cease if Executive becomes associated in any way with a Competitor as described below in Article IV.C.(i). Other than as provided in this Article III, the Company shall not owe Executive any further compensationrestructure such benefit.

Termination by the Company Without Cause or by Executive With Good Reason. In the event that the Company terminates Executive’s employment with the Company without Cause during the Term Cause, or Executive terminates Executive’s her employment with Good Reason during the TermReason, the Company shall (1) pay Executive the Accrued Obligationsthen, within the time period required by applicable law, and (2) provided that Executive executes and timely returns (and does not revoke) a release of claims in a form and substance reasonably requested by the Company (the “Release”), pay Executive an amount equivalent subject to (a) the Base Salary for two (2) years (“Salary Continuation”) and (b) two (2) times any Annual Bonus awarded to Executive by the Compensation Committee for the year prior to the year in which Executive’s employment is terminated (continued compliance with the “Continued Bonus”) (the Salary Continuation and the Continued Bonus are collectively references as the “Severance”). The Salary Continuation shall be paid in equal payments in accordance with terms of the Company’s normal payroll practicesProprietary Information, subject Inventions, Non-Solicitation and Non-Competition Agreement, Executive shall receive the following as her sole severance benefits (collectively, the “Severance Benefits”): (i) Executive will continue to all required and/or authorized withholdings and deductions, with receive payments of her base salary at the first payment being made to Executive on the first regular payroll date same rate in effect as of the first month following the sixtieth (60th) day after the termination effective date of termination of Executive’s employment (“Termination Date”) and the remaining payments being made date, paid on the Company’s regular standard payroll dates thereafter (or in lump sum, at the Company’s discretion) for the first six months of the Severance Period (as defined below), subject to standard payroll deductions and withholdings; (ii) Executive will receive a lump sum payment equal to fifty-percent (50%) of her annual base salary in effect as of the termination effective date, paid on the last day of the Severance Period, subject to standard payroll deductions and withholdings; and (iii) if Executive timely elects to continue Executive’s Company-provided group health insurance coverage pursuant to the federal COBRA law, through the end of the twenty-four-month period immediately following the Termination DateSeverance Period or until such time as Executive qualifies for health insurance benefits through a new employer, provided that the first payment shall include any amounts that would otherwise have been payable during the period between the Termination Date and the date of the first payment. The Continued Bonus shall be paid in two (2) equal installments with the first payment being made on March 15th of the year following the year in which the Termination Date whichever occurs and the second payment being made on March 15th of the next year. The Company’s obligation to pay the Severance shall immediately cease if Executive becomes associated in any way with a Competitor as described below in Article IV.C.(i). Other than as provided in this Article IIIfirst, the Company will reimburse Executive for the cost of such COBRA premiums to continue health insurance coverage at the same level of coverage for Executive and Executive’s dependents (if applicable) in effect as of the termination date. As a condition of and prior to the receipt of all or any of the Severance Benefits, Executive shall not owe provide the Company with a general release of known and unknown claims, in a form acceptable to the Company and the Executive. Executive any further compensationshall notify the Company in writing immediately upon qualifying for health insurance benefits through a new employer. For purposes of this Agreement, the “Severance Period” is defined as twelve (12) months from the effective termination date.

Termination by the Company Without Cause or by Executive With Good Reason. Notwithstanding anything to the contrary in this Agreement, whether express or implied, the Company may, at any time, terminate Executive's employment for any reason other than Cause (as defined below) by giving Executive at least 60 days' prior written notice of the effective date of termination. In the event Executive's employment hereunder is terminated by the Company terminates other than for Cause or by Executive for Good Reason (as defined below), Executive shall be entitled to receive (y) his Base Salary as he would have received such amounts during the period commencing on the effective date of such termination and ending on the first anniversary of such effective date of termination (the "Salary Continuation Period"), as if Executive were still employed hereunder during the Salary Continuation Period; and (z) if it has not previously been paid to Executive’s , any Bonus to which Executive had become entitled under the Bonus Plan prior to the effective date of such termination. In addition, all of Executive's stock options with respect to the Company's stock shall become immediately and fully exercisable. During the Salary Continuation Period, Executive and his spouse and dependents shall be entitled to continue to be covered by all group medical, health and accident insurance or other such health care arrangements in which Executive was a participant as of the date of such termination, at the same coverage level and on the same terms and conditions which applied immediately prior to the date of Executive's termination of employment, until Executive obtains alternative comparable coverage under another group plan, which coverage does not contain any pre-existing condition exclusions or limitations; provided, however, that if, as the result of the termination of Executive's employment, Executive and/or his otherwise eligible dependents or beneficiaries shall become ineligible for benefits under any one or more of the Company's health benefit plans, the Company shall continue to provide Executive and his eligible dependents or beneficiaries, through other means, with benefits at a level at least equivalent to the level of benefits for which Executive and his dependents and beneficiaries were eligible under such plans immediately prior to the date of Executive's termination of employment. At the termination of the health benefits coverage under the preceding sentence, Executive and his spouse and dependents shall be entitled to continuation coverage pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended, Sections 601-608 of the Employee Retirement Income Security Act of 1974, as amended, and under any other applicable law, to the extent required by such laws, as if Executive had terminated employment with the Company without Cause during the Term or Executive terminates Executive’s employment with Good Reason during the Term, the Company shall (1) pay Executive the Accrued Obligations, within the time period required by applicable law, and (2) provided that Executive executes and timely returns (and does not revoke) a release of claims in a form and substance reasonably requested by the Company (the “Release”), pay Executive an amount equivalent to (a) the Base Salary for two (2) years (“Salary Continuation”) and (b) two (2) times any Annual Bonus awarded to Executive by the Compensation Committee for the year prior to the year in which Executive’s employment is terminated (the “Continued Bonus”) (the Salary Continuation and the Continued Bonus are collectively references as the “Severance”). The Salary Continuation shall be paid in equal payments in accordance with the Company’s normal payroll practices, subject to all required and/or authorized withholdings and deductions, with the first payment being made to Executive on the first regular payroll date of the first month following the sixtieth (60th) day after the effective date of termination of Executive’s employment (“Termination Date”) and the remaining payments being made on the Company’s regular payroll dates thereafter through the end of the twenty-four-month period immediately following the Termination Date, provided that the first payment shall include any amounts that would otherwise have been payable during the period between the Termination Date and the date of the first payment. The Continued Bonus shall be paid in two (2) equal installments with the first payment being made on March 15th of the year following the year in which the Termination Date occurs and the second payment being made on March 15th of the next year. The Company’s obligation to pay the Severance shall immediately cease if Executive becomes associated in any way with a Competitor as described below in Article IV.C.(i). Other than as provided in this Article III, the Company shall not owe Executive any further compensationsuch benefits coverage terminates.

Termination by the Company Without Cause or by Executive With Good Reason. In the event the The Company terminates may terminate Executive’s employment with the Company without Cause during the Term or Cause, at any time, upon 30 days’ prior written notice to Executive. Executive terminates Executive’s may terminate his employment with Good Reason during the Term, upon 30 days’ prior written notice to the Company (during which period Executive shall, if requested in writing by the Company, continue to perform his duties as specified under this Agreement). If either of the foregoing termination events occur, Executive shall be entitled to receive the following: (1) pay Executive the Accrued Obligations, within the time period required by applicable law, and if such termination occurs prior to a Change of Control (2) provided that Executive executes and timely returns (and does not revoke) a release of claims in a form and substance reasonably requested by the Company (the “Release”as hereinafter defined), pay Executive shall be entitled to receive an amount equivalent equal to (a) the his then annual Base Salary for two (2) years (“Salary Continuation”) and (b) two (2) times any Annual Bonus awarded to Executive by the Compensation Committee for the year prior to the year in which Executive’s employment is terminated (the “Continued Bonus”) (the Salary Continuation and the Continued Bonus are collectively references as the “Severance”). The Salary Continuation shall be paid in equal payments in accordance with the Company’s normal payroll practices, subject to all required and/or authorized withholdings and deductions, with the first payment being made to Executive on the first regular payroll date of the first month following the sixtieth (60th) day after the effective date of termination plus 100% of Executive’s employment (“Termination Date”) and the remaining payments being made on the Company’s regular payroll dates thereafter through the end of the twenty-four-month period immediately following the Termination DateTarget Bonus, provided that the first payment shall include any amounts that would otherwise have been payable during the period between the Termination Date and the date of the first payment. The Continued Bonus shall be paid in two (2) equal installments with the first payment being made on March 15th of the year following for the year in which the Termination termination occurs, if such Target Bonus has been established by the Compensation Committee, each amount payable in 12 equal monthly payments beginning on the first monthly anniversary of his termination of employment; or (2) if such termination occurs upon or within 12 months following a Change of Control, Executive shall be entitled receive an amount equal to two times his then annual Base Compensation, payable in 24 equal monthly payments beginning on the first monthly anniversary of his termination of employment, plus 100% of Executive’s Target Bonus, if any, for the year in which the termination occurs, if such Target Bonus has been established by the Compensation Committee, payable in 12 equal monthly payments beginning on the first monthly anniversary of his termination of employment. For purposes of this Agreement, “Good Reason” shall mean: (i) a substantial reduction in Executive’s responsibilities, which change materially reduces Executive’s stature, importance and dignity within the Company; (ii) the relocation of the Company’s business operations, without the consent of Executive, to a location more than 50 miles from the Company’s current corporate headquarters; or (iii) the Company’s material breach of a material provision of this Agreement, which breach shall remain uncured for 30 days after written notice of such breach shall have been given to the Company. For purposes of this Agreement, “Change of Control” shall mean any one of the following: (i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), other than a stockholder of the Company immediately prior to the IPO Date occurs or a limited partner of Sunrise Capital Partners, L.P., becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities of the Company; (ii) the consummation of any merger or consolidation of the Company with another corporation in which the stockholders of the Company immediately prior to the merger or consolidation will not beneficially own immediately after the merger or consolidation shares entitling such stockholders to 50% or more of all votes to which all stockholders of the surviving corporation would be entitled in the election of directors (without consideration of the rights of any class of stock to elect directors by a separate class vote), or where the members of the Board immediately prior to the merger or consolidation would not immediately after the merger or consolidation constitute a majority of the board of directors of the surviving corporation; (iii) the consummation of a sale or other disposition of all or substantially all of the assets of the Company to an entity that is not either a subsidiary of the Company or an entity whose stockholders and other equity holders, individually, have the same equity interests in the Company and the second payment being made on March 15th acquiring company; or (iv) a liquidation or dissolution of the next year. The Company’s obligation to pay the Severance shall immediately cease if Executive becomes associated in any way with a Competitor as described below in Article IV.C.(i). Other than as provided in this Article III, the Company shall not owe Executive any further compensation.