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

Termination by the Company without Cause or for Good Reason. In the event Executive's employment is terminated without Cause (as defined herein) or due to death or disability (as provided in Section 10(a)) or Executive resigns for Good Reason (as defined herein) and upon the execution of a Release by Executive and written acknowledgment of Executive's continuing obligations under the Proprietary Information Agreement, Executive shall be entitled to receive the equivalent of twenty-four (24) months of his Base Salary as in effect immediately prior to the termination date, payable on the same basis and at the same time as previously paid and subject to employment tax withholdings and deductions, commencing on the first regularly scheduled pay date following the effective date of the Release. Additionally, in the event that Executive is terminated without cause or for good reason, and subject to the same Release and acknowledgment of continuing obligations described above, Executive shall be entitled to receive a bonus in the amount equal to the most recently paid Bonus as described in Section 7. Provided that Executive is eligible for and timely elects continuation of his health insurance pursuant to COBRA, for a period of eighteen (18) months following a Exhibit 10.1 termination without Cause, the Company shall also reimburse Executive for the cost of COBRA premiums to be paid in order for Executive to maintain medical insurance coverage that is substantially equivalent to that which Executive received immediately prior to the termination provided, however, that the Company's obligation to pay Executive's COBRA premiums will cease immediately in the event Executive becomes eligible for group health insurance during the eighteen (18) month period, and Executive hereby agrees to promptly notify the Company if he becomes eligible to be covered by group health insurance in such event (the salary continuation, bonus and COBRA reimbursement are collectively referred to as the “Severance Benefits”). The Release shall not apply in the event that Executive does not accept the Severance Benefits.

Termination by the Company without Cause or for Good Reason. In the event Executive's employment is terminated without Cause (as defined herein) or due to death or disability (as provided in Section 10(a)) or Executive resigns for Good Reason (as defined herein) and upon the execution of a Release by Executive and written acknowledgment of Executive's continuing obligations under the Proprietary Information Agreement, Executive shall be entitled to receive the equivalent of twenty-four eighteen (2418) months of his Base Salary as in effect immediately prior to the termination date, payable on the same basis and at the same time as previously paid and subject to employment tax withholdings and deductions, commencing on the first regularly scheduled pay date following the effective date of the Release. Additionally, in the event that Executive is terminated without cause or for good reason, and subject to the same Release and acknowledgment of continuing obligations described above, Executive shall be entitled to receive a bonus in the amount equal to the most recently paid Bonus as described in Section 7. Provided that Executive is eligible for and timely elects continuation of his health insurance pursuant to COBRA, for a period of eighteen (18) months following a Exhibit 10.1 termination without Cause, the Company shall also reimburse Executive for the cost of COBRA premiums to be paid in order for Executive to maintain medical insurance coverage that is substantially equivalent to that which Executive received immediately prior to the termination provided, however, that the Company's obligation to pay Executive's COBRA premiums will cease immediately in the event Executive becomes eligible for group health insurance during the eighteen (18) month period, and Executive hereby agrees to promptly notify the Company if he becomes eligible to be covered by group health insurance in such event (the salary continuation, bonus and COBRA reimbursement are collectively referred to as the “Severance Benefits”). The Release shall not apply in the event that Executive does not accept the Severance Benefits.

Termination by the Company without Cause or for Good Reason. In the event Executive's Employee’s employment is terminated without Cause (as defined herein) or due to death or disability (as provided in Section 10(a11(a)) or Executive Employee resigns for Good Reason (as defined herein) and upon the execution of a Release by Executive Employee and written acknowledgment of Executive's Employee’s continuing obligations under the Proprietary Information Agreement, Executive Employee shall be entitled to receive the equivalent of twenty-four twelve (2412) months of his Base Salary as in effect immediately prior to the termination date, payable on the same basis and at the same time as previously paid and subject to employment tax withholdings and deductions, commencing on the first regularly scheduled pay date following the effective date Effective Date of the Release. Additionally, in the event that Executive is terminated without cause or for good reason, and subject to the same Release and acknowledgment of continuing obligations described above, Executive shall be entitled to receive a bonus in the amount equal to the most recently paid Bonus as described in Section 7. Provided that Executive Employee is eligible for and timely elects continuation of his health insurance pursuant to COBRA, for a period of eighteen twelve (1812) months following a Exhibit 10.1 termination without Cause, the Company shall also reimburse Executive Employee for the cost of COBRA premiums to be paid in order for Executive Employee to maintain medical insurance coverage that is substantially equivalent to that which Executive Employee received immediately prior to the termination provided, however, that the Company's ’s obligation to pay Executive's Employee’s COBRA premiums will cease immediately in the event Executive Employee becomes eligible for group health insurance during the eighteen twelve (1812) month period, and Executive Employee hereby agrees to promptly notify the Company if he becomes eligible to be covered by group health insurance in such event (the salary continuation, bonus continuation and COBRA reimbursement are collectively referred to as the “Severance Benefits”). The Release shall not apply in the event that Executive does not accept the Severance Benefits.

Termination by the Company without Cause or for Good Reason. (i) In the event Executive's Employee’s employment is terminated without Cause (as defined herein) or due to death or disability (as provided in Section 10(a)) or Executive Employee resigns for Good Reason before the consummation of a Change of Control (as defined herein) and upon provided Employee executes a release in the execution of form attached as Exhibit B (“Release”) and a Release by Executive and written acknowledgment of Executive's Employee’s continuing obligations under the Proprietary Information Agreement, Executive then in addition to payment of the Accrued Compensation, Employee shall be entitled to receive (A) the equivalent of twenty-four (24) 6 months of his Employee’s annual Base Salary as in effect immediately prior to the termination date, payable on the same basis and at the same time as previously paid and subject to employment tax withholdings and deductionsDeductions, commencing on the first regularly scheduled pay date following the effective date Effective Date of the Release. Additionally, in the event that Executive is terminated without cause or for good reason, and Release (subject to the same Release Section 12); and acknowledgment of continuing obligations described above, Executive shall be entitled to receive a bonus in the amount equal to the most recently paid Bonus as described in Section 7. Provided (B) provided that Executive Employee is eligible for and timely elects continuation of his health insurance pursuant to COBRA, for a period of eighteen (18) 6 months following a Exhibit 10.1 termination without Cause, the Company shall also reimburse Executive Employee for a portion of the cost of Employee’s COBRA premiums to be paid in order for Executive to maintain medical insurance coverage that is substantially equivalent to that which Executive received immediately prior to equal to, and does not exceed, Company’s monthly contribution towards Employee’s health benefit premiums as of the termination date provided, however, that the Company's ’s obligation to pay Executive's Employee’s COBRA premiums will cease immediately in the event Executive Employee becomes eligible for group health insurance during the eighteen (18) 6 month period, and Executive Employee hereby agrees to promptly notify the Company if he Employee becomes eligible to be covered by group health insurance in such event (the salary continuation(A) and (B) collectively, bonus and COBRA reimbursement are collectively referred to as the “Pre-Change of Control Severance Benefits”). The Release shall not apply in the event that Executive does not accept the Severance Benefits.

Termination by the Company without Cause or for Good Reason. In the event Executive's Employee’s employment is terminated without Cause (as defined herein) or due to death or disability (as provided in Section 10(a)) or Executive Employee resigns for Good Reason (as defined herein) and upon the execution of a Release by Executive Employee and written acknowledgment of Executive's Employee’s continuing obligations under the Proprietary Information Agreement, Executive Employee shall be entitled to receive the equivalent of twenty-four eighteen (2418) months of his Base Salary as in effect immediately prior to the termination date, payable on the same basis and at the same time as previously paid and subject to employment tax withholdings and deductions, commencing on the first regularly scheduled pay date following the effective date Effective Date of the Release. Additionally, in the event that Executive is terminated without cause or for good reason, and subject to the same Release and acknowledgment of continuing obligations described above, Executive shall be entitled to receive a bonus in the amount equal to the most recently paid Bonus as described in Section 7. Provided that Executive Employee is eligible for and timely elects continuation of his health insurance pursuant to COBRA, for a period of eighteen (18) months following a Exhibit 10.1 termination without Cause, the Company shall also reimburse Executive Employee for the cost of COBRA premiums to be paid in order for Executive Employee to maintain medical insurance coverage that is substantially equivalent to that which Executive Employee received immediately prior to the termination provided, however, that the Company's ’s obligation to pay Executive's Employee’s COBRA premiums will cease immediately in the event Executive Employee becomes eligible for group health insurance during the eighteen (18) month period, and Executive Employee hereby agrees to promptly notify the Company if he becomes eligible to be covered by group health insurance in such event (the salary continuation, bonus continuation and COBRA reimbursement are collectively referred to as the “Severance Benefits”). The Release shall not apply in the event that Executive does not accept the Severance Benefits.