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

Termination by the Company Without Cause or Resignation by the Executive with Good Reason. If the Executive’s employment with the Company is terminated by the Company without Cause (but not, for the avoidance of doubt, as a result of the Executive’s death or Disability) or by the Executive with Good Reason, the Company shall: 1. pay to the Executive the Accrued Benefits; and 2. continue to pay the Executive’s Salary for a twelve (12) month period after the Executive’s employment termination date, or, if earlier, until the date on which the Executive begins new employment or service with a third party; and 3. pay to the Executive at the time described in Section 4(c), a prorated share of the amount of any Performance Bonus for the year in which the termination occurs, based on Bonus Plan targets for performance in the applicable calendar year and prorated based on the number of days the Executive was employed by the Company in the calendar year in which the termination occurs; and 4. reimburse the Executive for twelve (12) months following termination of employment, an amount equal to the COBRA premium rate for such calendar month that is in effect from time to time for continued coverage under the Company’s group health plan for the Executive and the Executive’s eligible dependents enrolled in such health plans at the time of termination, subject to the Executive’s timely election of COBRA continuation benefits; provided, that the Company’s obligation to provide such payments shall cease in the event the Executive becomes eligible for group health coverage provided by a subsequent employer. The payments and benefits to be provided in clauses (2) through (4) above are conditioned upon the Executive’s (or the Executive’s estate’s, if applicable) execution and delivery to the Company, within sixty (60) days of the date of termination, of a fully effective release of claims (for which the applicable revocation period has expired) in a form satisfactory to the Company and the Executive’s continued compliance with the restrictive covenants set forth in Section 6. All payments and benefits set forth in clauses (2) through (4) above that would otherwise be paid prior to the sixtieth (60th) day after the Executive’s termination of employment shall be paid in a lump sum as soon as reasonably practicable following the sixtieth (60th) day after the Executive’s termination of employment. Further, the amounts payable to the Executive pursuant to clauses (2) through (4) above are in lieu of any severance benefits or other compensation-based payments by the Company to the Executive and are subject to Executive’s continued compliance with the terms of this Agreement and any restrictive covenants applicable to the Executive.

Termination by the Company Without Cause or Resignation by the Executive with Good Reason. If the Executive’s employment with the Company is terminated by the Company without Cause (but not, for the avoidance of doubt, as a result of the Executive’s Executive death or Disability) or by the Executive with Good Reason, the Company shall: 1. pay to the Executive the Accrued Benefits; and 2. continue pay to pay the ExecutiveExecutive an amount equal to one (1) times the Salary as of the termination date, such payments to be made in equal installments on the Company’s Salary for a twelve normal payroll schedule over the one (121) month year period commencing as of the 60th day after the Executive’s employment termination date; provided, or, if earlier, until the date on which that (i) the Executive begins new shall notify the Company immediately upon obtaining other employment or service with commencing any business activity and shall report immediately following the end of each month the amount of any compensation earned during such month and (ii) there shall be an offset of any such compensation on a third party; anddollar-for-dollar basis against amounts due to the Executive pursuant to this paragraph; 3. pay to the Executive Executive, at the time described in Section 4(c), a prorated share of the amount of any Performance Bonus for the year in which the termination occurs, based on Bonus Plan targets actual performance for performance in the applicable calendar year and prorated based on the number of days the Executive was employed by the Company in the calendar year in which the termination occurs; and 4. reimburse for a period of one (1) year after the Executive’s termination, pay the Executive for twelve (12) months following termination of employment, during each calendar month an amount equal to the COBRA premium rate for such calendar month that is in effect from time to time for continued coverage under the Company’s group health plan for the Executive and the Executive’s eligible dependents enrolled in such health plans at the time of terminationdependents, subject to the Executive’s timely election of COBRA continuation benefits; provided, that the Company’s obligation to provide such payments shall cease in the event the Executive becomes eligible for group health coverage provided by a subsequent employer. The payments and benefits to be provided in clauses (2) through (4) above are conditioned upon the Executive’s (or the Executive’s estate’s, if applicable) execution and delivery to the Company, within sixty (60) days of the date of termination, of a fully effective release of claims (for which the applicable revocation period has expired) in a form satisfactory to the Company and the Executive’s continued compliance with the restrictive covenants set forth in Section 6. All payments and benefits set forth in clauses (2) through (4) above that would otherwise be paid prior to the sixtieth (60th) day after the Executive’s termination of employment shall be paid in a lump sum as soon as reasonably practicable following the sixtieth (60th) day after the Executive’s termination of employment. Further, the amounts payable to the Executive pursuant to clauses (2) through (4) above are in lieu of any severance benefits or other compensation-based payments by the Company to the Executive and are subject to Executive’s continued compliance with the terms of this Agreement and any restrictive covenants applicable to the Executive.

Termination by the Company Without Cause or Resignation by the Executive with Good Reason. If the Company terminates the Executive’s employment without Cause (as defined below) or if the Executive terminates the Executive’s employment with Good Reason (as defined below), the Company is terminated by Executive shall be entitled to the Company without Cause (but not, for the avoidance of doubt, as a result of following: 6.1.1. the Executive’s death or Disability) or unpaid Base Salary, reimbursement of all outstanding expenses properly incurred by the Executive with Good Reason, the Company shall: 1. pay up to the Executive the Accrued Benefits; and 2. continue to pay the Executive’s Salary for a twelve (12) month period after the Executive’s employment termination date, or, if earlier, until the date on and payment of any Annual Bonus which the Executive begins new employment or service with a third party; and 3. pay to the Executive at the time described would have received in Section 4(c), a prorated share respect of the amount of any Performance Bonus for the year in which the termination date occurs, based on Bonus Plan targets pro-rated for performance in the applicable calendar year and prorated based on the number of days months actually served during the Executive was employed by year (such Annual Bonus to be awarded when bonuses are awarded to other employees, and payable no later than two and a half months after the Company in last day of the calendar fiscal year in which the termination date occurs; and) (collectively, the “Accrued Obligations”); 46.1.2. reimburse the Executive for twelve (12) months following termination of employment, an amount equal to the COBRA premium rate for such calendar month that is in effect from time to time for continued coverage under the Company’s group health plan for the Executive and the Executive’s eligible dependents enrolled in such health plans at the time of termination, subject to the Executive’s timely election of COBRA continuation benefits; providedexecution, that the Company’s obligation to provide such payments shall cease in the event the Executive becomes eligible for group health coverage provided by a subsequent employer. The payments and benefits to be provided in clauses (2) through (4) above are conditioned upon the Executive’s (or the Executive’s estate’snon-revocation, if applicable) execution and delivery to the CompanyCompany of a severance agreement and general release substantially in the form attached as ​ Exhibit A (the “Severance Release”), within sixty (60) days continued payment of the Executive’s Base Salary at the rate in effect as of the date of termination, his termination for a period of a fully effective release of claims 18 months following the termination date (for which the applicable revocation period has expired“Severance Period”). The payments described in this Section 6.1.2 (the “Severance Payments”) in a form satisfactory to the Company and the Executive’s continued compliance with the restrictive covenants set forth in Section 6. All payments and benefits set forth in clauses (2) through (4) above that would otherwise be paid prior to the sixtieth (60th) day will commence within 60 days after the Executive’s termination date, and any installments not paid between the termination date and the date of employment shall the first payment will be paid in a lump sum as soon as reasonably practicable following with the sixtieth (60th) day after first payment. The Severance Payments are subject to the Executive’s termination of employment. Further, the amounts payable to the Executive pursuant to clauses (2) through (4) above are in lieu of any severance benefits or other compensation-based payments by the Company to the Executive and are subject to Executive’s continued compliance with the terms obligations set out in Sections 8, 9 and 10 of this Agreement and any restrictive covenants applicable to (collectively, the “Post-Termination Obligations”). At the Company’s request, the Executive shall provide proof reasonable in the circumstances of the Executive’s compliance with the Post-Termination Obligations. In the event that the Board determines, in its reasonable discretion, that the Executive has failed to comply with any of the Post-Termination Obligations, the Company shall have the right to cease any further Severance Payments and the Executive shall be required to pay the Company back for any Severance Payments already received minus $100.

Termination by the Company Without Cause or Resignation by the Executive with Good Reason. If the Executive’s employment with the Company is terminated by the Company without Cause (but not, for the avoidance of doubt, as a result of the Executive’s death or Disability) or by the Executive with Good Reason, the Company shall: 1. pay to the Executive the Accrued Benefits; and 2. continue to pay the Executive’s Salary for a twelve (12) month period after the Executive’s employment termination date, or, if earlier, until the date on which the Executive begins new employment or service with a third partyparty except that in the event the Executive’s total compensation received during such 12-month period taking into account amounts received under this Section 5(a)(ii)(2) and amounts received from such subsequent employment or engagement with any third party is less than Executive’s Salary, the Company shall pay the difference (less applicable withholdings) within thirty (30) days following the expiration of such 12-month period and the receipt of the Executive’s written statement certifying such difference; and 3. pay to the Executive at the time described in Section 4(c), a prorated share of the amount of any Performance Bonus for the year in which the termination occurs, based on Bonus Plan targets for performance in the applicable calendar year and prorated based on the number of days the Executive was employed by the Company in the calendar year in which the termination occurs; and 4. reimburse the Executive for twelve (12) months following termination of employment, an amount equal to the COBRA premium rate for such calendar month that is in effect from time to time for continued coverage under the Company’s group health plan for the Executive and the Executive’s eligible dependents enrolled in such health plans at the time of termination, subject to the Executive’s timely election of COBRA continuation benefits; provided, that the Company’s obligation to provide such payments shall cease in the event the Executive becomes eligible for group health coverage provided by a subsequent employer. The payments and benefits to be provided in clauses (2) through (4) above are conditioned upon the Executive’s (or the Executive’s estate’s, if applicable) execution and delivery to the Company, within sixty (60) days of the date of termination, of a fully effective release of claims (for which the applicable revocation period has expired) in a form satisfactory to the Company and the Executive’s continued compliance with the restrictive covenants set forth in Section 6. All payments and benefits set forth in clauses (2) through (4) above that would otherwise be paid prior to the sixtieth (60th) day after the Executive’s termination of employment shall be paid in a lump sum as soon as reasonably practicable following the sixtieth (60th) day after the Executive’s termination of employment. Further, the amounts payable to the Executive pursuant to clauses (2) through (4) above are in lieu of any severance benefits or other compensation-based payments by the Company to the Executive and are subject to Executive’s continued compliance with the terms of this Agreement and any restrictive covenants applicable to the Executive.