Common use of Termination by the Company without Cause or by You with Good Reason Clause in Contracts

Termination by the Company without Cause or by You with Good Reason. If (i) the Company (or any of its affiliates) terminates your employment without Cause, or (ii) You terminate Your employment for Good Reason, then the Company shall: (A) pay You (i) in equal installments as of the 1st and 15th day of each month during the 12-month period commencing on Your date of termination (the “Severance Period”), an aggregate amount equal to Your then current base salary, and (ii) within thirty (30) days following Your date of termination, a pro rata portion of the annual bonus that would have been payable to You for the calendar year of termination if Your employment had not terminated (calculated based upon actual results through Your date of termination and based upon budget for the remainder of the period and pro rated for the portion of the year during which You were employed); (B) reimburse You for any COBRA premiums You pay for You and any of Your dependents during the Severance Period, if and to the extent You and/or Your dependents are entitled to COBRA continuation coverage under the Company’s major medical group plan in which You and/or Your dependents participated immediately prior to the date of termination, provided, however, that notwithstanding anything in this subsection to the contrary, all other terms and provisions of the Company major medical group plan governing Your rights and Your dependent’s rights under COBRA shall apply; and (C) if Your termination occurs within two (2) years following a Change in Control (or before a Change in Control has occurred, but after the Company has commenced negotiations of a transaction that results in a Change in Control), cause all outstanding options to purchase common stock of the Company and shares of restricted stock, if any, then held by You to be fully vested and exercisable as of the date of termination.

Termination by the Company without Cause or by You with Good Reason. If before the end of the Term the Company terminates your employment without Cause (other than as a result of your death or disability) or you resign for Good Reason, subject to Section 8(d), you shall be entitled to the following, in addition to the payments set forth in Section 8(a): i) the Company (or any shall pay you severance pay equal to 50% of its affiliates) terminates the amount of your employment without CauseSalary, or (ii) You terminate Your employment for Good Reason, as then the Company shall: (A) in effect. Such severance pay You (i) shall be payable in equal installments as of in accordance with the 1st and 15th day of each month during Company’s general payroll practices over the 126-month period commencing on Your that begins with the first payroll period after the date of termination that the Release (the “Severance Period”), an aggregate amount equal to Your then current base salary, and (as defined below) becomes effective; ii) within thirty (30) days following Your date of terminationany options, a pro rata portion of the annual bonus that would restricted stock or other equity award you have been payable to You for the calendar year of termination if Your employment had not terminated (calculated based upon actual results through Your date of termination and based upon budget for the remainder of the period and pro rated for the portion of the year during which You were employed); (B) reimburse You for any COBRA premiums You pay for You and any of Your dependents during the Severance Period, if and to the extent You and/or Your dependents are entitled to COBRA continuation coverage under received or do receive from the Company’s major medical group plan , which have not already become fully vested, shall continue to vest in which You and/or Your dependents participated immediately prior to accordance with the vesting schedule set forth in the agreement granting such award and, in the case of any unexpired stock options, shall remain exercisable for 6 months following the date of termination, provided, however, that notwithstanding anything in this subsection to the contrary, all other terms and provisions of the Company major medical group plan governing Your rights and Your dependent’s rights under COBRA shall apply; and (C) if Your termination occurs within two (2) years following a Change in Control (or before a Change in Control has occurredyou terminate employment, but after not beyond the Company has commenced negotiations of a transaction that results in a Change in Control), cause all outstanding options to purchase common stock of the Company and shares of restricted stock, if any, then held by You to be fully vested and exercisable as 10th anniversary of the date of terminationgrant, as though you were to continue to be employed by the Company during such period; and iii) if you elect to receive continued medical, dental or vision coverage under one or more of the Company’s group healthcare plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall directly pay, or reimburse you for, an amount equal to the COBRA premiums, less the amount you would have had to pay to receive group health coverage for you and your covered dependents based on the cost sharing levels in effect on the date your employment terminates, for you and your covered dependents under such plans during the period commencing on your termination of employment and ending upon the earliest of (A) the last day of the 6-month period following the date of your termination of employment, (B) the date that you and/or your covered dependents become no longer eligible for COBRA or (C) the date you becomes eligible to receive healthcare coverage from a subsequent employer. Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to you a taxable monthly payment in an amount equal to the monthly COBRA premium that you would be required to pay to continue you and your covered dependents’ group health coverage in effect on the date your employment terminated (which amount shall be based on the premium for the first month of COBRA coverage), less the amount you would have had to pay to receive group health coverage for you and your covered dependents based on the cost sharing levels in effect on the date your employment terminates, which payments shall be made regardless of whether you elect COBRA continuation coverage and shall commence in the month following the month in which your employment terminates and shall end on the earlier of (A) the last day of the 6-month period following the date of your termination of employment, (B) the date that you and/or your covered dependents become no longer eligible for COBRA or (C) the date you becomes eligible to receive healthcare coverage from a subsequent employer.

Termination by the Company without Cause or by You with Good Reason. If Anything contained herein to the contrary notwithstanding, if before the end of the Term the Company terminates your employment without Cause (other than as a result of your death or disability) or you resign for Good Reason, you shall be entitled to the following, in addition to the payments set forth in Section 8(a): i) the Company (or any shall continue to pay your Salary, as then in effect, for a period of its affiliates) terminates your employment without Cause, or (ii) You terminate Your employment for Good Reason, then 12 months after the Company shall: (A) pay You (i) in equal installments as of the 1st and 15th day of each month during the 12-month period commencing on Your date of termination of your employment (the “Severance Separation Period”), an aggregate amount equal ) (after which time the Company shall have no further obligation to Your then current base salary, and (ii) within thirty (30) days following Your date of termination, a pro rata portion of the annual bonus that would have been payable to You for the calendar year of termination if Your employment had not terminated (calculated based upon actual results through Your date of termination and based upon budget for the remainder of the period and pro rated for the portion of the year during which You were employedpay Salary hereunder); (Bii) reimburse You for any COBRA premiums You pay for You options, restricted stock or other equity instruments you have received or do receive from the Company shall continue to vest in accordance with the vesting schedule set forth therein and any of Your dependents shall remain exercisable throughout the Separation Period, as though you were to continue to be employed by the Company during the Severance Separation Period, if and notwithstanding any provision to the extent You and/or Your dependents are entitled to COBRA continuation contrary in any agreement evidencing an option, restricted stock or other equity grant; and iii) the Company shall provide you and your beneficiaries, throughout the Separation Period and at the Company’s expense, with continued coverage under the Company’s major group medical group plan care, disability and life insurance benefit plans or arrangements in which You and/or Your dependents participated immediately prior to you are participating at the date time of termination, ; provided, however, that notwithstanding anything in this subsection to if such coverage is precluded by the contrary, all other terms and provisions of the Company major medical group plan governing Your rights and Your dependentCompany’s rights under COBRA shall apply; and (C) if Your termination occurs within two (2) years following a Change in Control (benefit or before a Change in Control has occurredinsurance policies, but after the Company has commenced negotiations of shall make a transaction cash payment to you in an amount sufficient to allow you to obtain comparable benefits for such period; and provided, further, that results in a Change in Control), cause all outstanding options the Company’s obligation to purchase common stock of provide such coverage shall be terminated if you obtain equivalent substitute coverage from another employer at any time during the Company and shares of restricted stock, if any, then held by You to be fully vested and exercisable as of the date of terminationSeparation Period.

Termination by the Company without Cause or by You with Good Reason. If Anything contained herein to the contrary notwithstanding, if before the end of the Term the Company terminates your employment without Cause (other than as a result of your death or disability) or you resign for Good Reason, you shall be entitled to the following, in addition to the payments set forth in Section 8(a): i) the Company (or any shall continue to pay your Salary, as then in effect, for a period of its affiliates) terminates your employment without Cause, or (ii) You terminate Your employment for Good Reason, then six months after the Company shall: (A) pay You (i) in equal installments as of the 1st and 15th day of each month during the 12-month period commencing on Your date of termination of your employment (the “Severance Separation Period”), an aggregate amount equal ) (after which time the Company shall have no further obligation to Your then current base salary, and (ii) within thirty (30) days following Your date of termination, a pro rata portion of the annual bonus that would have been payable to You for the calendar year of termination if Your employment had not terminated (calculated based upon actual results through Your date of termination and based upon budget for the remainder of the period and pro rated for the portion of the year during which You were employedpay Salary hereunder); (Bii) reimburse You for any COBRA premiums You pay for You options, restricted stock or other equity instruments you have received or do receive from the Company shall continue to vest in accordance with the vesting schedule set forth therein and any of Your dependents shall remain exercisable throughout the Separation Period, as though you were to continue to be employed by the Company during the Severance Separation Period, if and notwithstanding any provision to the extent You and/or Your dependents are entitled to COBRA continuation contrary in any agreement evidencing an option, restricted stock or other equity grant; iii) the Company shall provide you and your beneficiaries, throughout the Separation Period and at the Company’s expense, with continued coverage under the Company’s major group medical group plan care, disability and life insurance benefit plans or arrangements in which You and/or Your dependents participated immediately prior to you are participating at the date time of termination, ; provided, however, that notwithstanding anything in this subsection to if such coverage is precluded by the contrary, all other terms and provisions of the Company’s benefit or insurance policies, the Company major medical group plan governing Your rights shall make a cash payment to you in an amount sufficient to allow you to obtain comparable benefits for such period; and Your dependentprovided, further, that the Company’s rights under COBRA obligation to provide such coverage shall applybe terminated if you obtain equivalent substitute coverage from another employer at any time during the Separation Period; and (Civ) if Your termination occurs your employment shall have been terminated hereunder within two (2) years the 12 full calendar month period following the effective date of a Change in Control (as defined below), then a portion of any options, restricted stock or before a Change in Control has occurred, but after other equity instruments you have received or do receive from the Company has commenced negotiations (each, an “Equity Award”) will become fully exercisable upon such termination of a transaction employment, notwithstanding any provision to the contrary in any agreement evidencing an Equity Award. The portion of each such Equity Award that results in a Change in Control), cause all outstanding options will become fully exercisable under such circumstances shall be equal to purchase common stock of the Company and shares of restricted stockportion, if any, then held by You to be fully vested and of such Equity Award that would otherwise become exercisable as of during the one year period following the date of termination.termination of employment, provided that in any event at least 50% of the total number of shares (or equity equivalents) originally subject to such Equity Award (less any shares or equity equivalents previously exercised) shall be exercisable upon such termination of employment. A “Change in Control” means and shall be deemed to have occurred on the earliest of the following dates:

Termination by the Company without Cause or by You with Good Reason. If before the end of the Term the Company terminates your employment without Cause (other than as a result of your death or disability) or you resign for Good Reason, subject to Section 8(d), you shall be entitled to the following, in addition to the payments set forth in Section 8(a): i) the Company (or any shall pay you severance pay equal to 100% of its affiliates) terminates the amount of your employment without CauseSalary, or (ii) You terminate Your employment for Good Reason, as then the Company shall: (A) in effect. Such severance pay You (i) shall be payable in equal installments as of in accordance with the 1st and 15th day of each month during Company’s general payroll practices over the 12-month period commencing on Your that begins with the first payroll period after the date of termination that the Release (the “Severance Period”), an aggregate amount equal to Your then current base salary, and (as defined below) becomes effective; ii) within thirty (30) days following Your date of terminationany options, a pro rata portion of the annual bonus that would restricted stock or other equity award you have been payable to You for the calendar year of termination if Your employment had not terminated (calculated based upon actual results through Your date of termination and based upon budget for the remainder of the period and pro rated for the portion of the year during which You were employed); (B) reimburse You for any COBRA premiums You pay for You and any of Your dependents during the Severance Period, if and to the extent You and/or Your dependents are entitled to COBRA continuation coverage under received or do receive from the Company’s major medical group plan , which have not already become fully vested, shall continue to vest in which You and/or Your dependents participated immediately prior to accordance with the vesting schedule set forth in the agreement granting such award and, in the case of any unexpired stock options, shall remain exercisable for 12 months following the date of termination, provided, however, that notwithstanding anything in this subsection to the contrary, all other terms and provisions of the Company major medical group plan governing Your rights and Your dependent’s rights under COBRA shall apply; and (C) if Your termination occurs within two (2) years following a Change in Control (or before a Change in Control has occurredyou terminate employment, but after not beyond the Company has commenced negotiations of a transaction that results in a Change in Control), cause all outstanding options to purchase common stock of the Company and shares of restricted stock, if any, then held by You to be fully vested and exercisable as 10th anniversary of the date of terminationgrant, as though you were to continue to be employed by the Company during such period; and iii) if you elect to receive continued medical, dental or vision coverage under one or more of the Company’s group healthcare plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall directly pay, or reimburse you for, an amount equal to the COBRA premiums, less the amount you would have had to pay to receive group health coverage for you and your covered dependents based on the cost sharing levels in effect on the date your employment terminates, for you and your covered dependents under such plans during the period commencing on your termination of employment and ending upon the earliest of (A) the last day of the 12-month period following the date of your termination of employment, (B) the date that you and/or your covered dependents become no longer eligible for COBRA or (C) the date you becomes eligible to receive healthcare coverage from a subsequent employer. Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to you a taxable monthly payment in an amount equal to the monthly COBRA premium that you would be required to pay to continue you and your covered dependents’ group health coverage in effect on the date your employment terminated (which amount shall be based on the premium for the first month of COBRA coverage), less the amount you would have had to pay to receive group health coverage for you and your covered dependents based on the cost sharing levels in effect on the date your employment terminates, which payments shall be made regardless of whether you elect COBRA continuation coverage and shall commence in the month following the month in which your employment terminates and shall end on the earlier of (A) the last day of the 6-month period following the date of your termination of employment, (B) the date that you and/or your covered dependents become no longer eligible for COBRA or (C) the date you becomes eligible to receive healthcare coverage from a subsequent employer.