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

Termination by the Company Without Cause or Termination by Executive for Good Reason. (i) The Executive may terminate this Agreement for Good Reason (as defined below) or the Company may terminate this Agreement without Cause. In the event the Executive terminates this Agreement for Good Reason, or the Company terminates the Executive without Cause, the Executive shall be entitled to the following: (i) any accrued but unpaid Base Salary for services rendered to the date of termination; (ii) an amount equal to 12 month’s Base Salary; (iii) any accrued but unpaid expenses required to be reimbursed under this Agreement; (iv) any earned but unpaid bonuses, his annual bonus for the current period shall be prorated to the date of termination (to the extent the Board has set a formula and it can be calculated); and (v) all stock options, restricted stock and restricted stock units previously granted to the Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The term “Good Reason” shall mean: (i) a material diminution in the Executive’s authority, duties or responsibilities (unless the Executive has agreed to such diminution); or (ii) any other action or inaction that constitutes a material breach by the Company under this Agreement. Prior to the Executive terminating his employment with the Company for Good Reason, Executive must provide written notice to the Company, within 30 days following the initial existence of such condition, that such Good Reason exists and setting forth in detail the grounds the Executive believes constitutes Good Reason. If the Company does not cure the condition(s) constituting Good Reason within 30 days following receipt of such notice, then the Executive’s employment shall be deemed terminated for Good Reason. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no termination.

Termination by the Company Without Cause or Termination by Executive for Good Reason. (iIn addition to the payments described in Section 1(e) The and subject to Section 4 and Section 5, provided that Executive may terminate this is in compliance with his obligations under his Proprietary Information and Inventions Agreement for Good Reason (as defined below) or with the Company, in the event Executive’s employment is terminated by the Company may terminate this Agreement without Cause. In the event the Without Cause or by Executive terminates this Agreement for Good Reason, or the Company terminates the Executive without Cause, the Executive shall be entitled to the following: (i) pay Executive any accrued but unpaid Base Salary annual bonus payable for services rendered in any annual bonus period for the year which had been completed in its entirety prior to the date on which the Employment Period ends and that had not previously been paid, provided, however, it is the Company’s intent that any such annual bonus shall be evaluated by the Board, and if applicable, paid, no later than December 31 of termination; the calendar year following the calendar year to which such annual bonus relates, (ii) an amount equal continue to 12 month’s make Base Salary; Salary payments for (iiiA) any accrued but unpaid expenses required to be reimbursed under this Agreement; (iv) any earned but unpaid bonuses, his annual bonus for a period 6 months following such termination of employment if the current period shall be prorated to termination occurs on or before the third anniversary of the date on which Executive commenced employment with the Company, or (B) a period 12 months following such termination of employment if the termination occurs after such third anniversary date (to the extent period of time such payments are provided, the Board has set a formula and it can be calculated“Severance Period”); and (v) all stock options, restricted stock and restricted stock units previously granted to the Executive shall thereupon become fully vested, and the Executive payable over such 6 month or his legally appointed guardian12 month period, as the case may be, on the regular payroll dates of the Company in accordance with the Company’s payroll practices as in effect on such termination date, and subject to applicable tax withholding. Such continued Base Salary payments shall have up commence upon the first payroll date following the effective date of the Release Agreement referenced in Section 5, and the first continued Base Salary payment shall cover the period between the termination date and such payment, provided, however, no amount shall be paid pursuant to one year from this Section 2(a) unless, on or prior to the fifty-fifth (55th) day following the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The term “Good Reason” shall mean: (i) a material diminution in the Executive’s authoritySeparation from Service (as defined in Section 4 below), duties or responsibilities (unless the Executive has agreed executed an effective Release Agreement and any applicable revocation period has expired. Each installment payment made pursuant to such diminution); or (iithis Section 2(a)(ii) any other action or inaction that constitutes a material breach by the Company under this Agreement. Prior to the Executive terminating his employment with the Company for Good Reason, Executive must provide written notice to the Company, within 30 days following the initial existence of such condition, that such Good Reason exists and setting forth in detail the grounds the Executive believes constitutes Good Reason. If the Company does not cure the condition(s) constituting Good Reason within 30 days following receipt of such notice, then the Executive’s employment shall be deemed terminated considered a separate payment for Good Reason. The Executive purposes of Section 409A of the Internal Revenue Code of 1986, as amended (or his estatethe “Code”) shall receive the payments provided herein at such times he would have received them if there was no termination(including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)).

Termination by the Company Without Cause or Termination by Executive for Good Reason. If the Executive’s employment under this Agreement is terminated prior to the end of the Term by the Company without Cause or by the Executive for Good Reason, the Executive will be entitled to receive the following: (i) Base Salary earned through the Termination Date; (ii) Accrued Compensation; (iii) Severance equal to two times the sum of (A) the Executive’s Base Salary in effect at the time his employment terminates, plus (B) the annual bonus, if any, earned by the Executive for the year preceding the year of termination, or, if greater, the target bonus, if any, for the year of termination; (iv) Accelerated vesting of the unvested portion of any outstanding annual stock grant; (v) Accelerated vesting of the unvested portion of any outstanding Additional Option Awards during the Term; and (vi) The amount of COBRA premiums for his and his family’s coverage, if any, under the Company’s medical and dental plans, in effect from time to time, and shall continue to cover the Executive under the Company’s life insurance program, if any. The Executive shall be eligible to receive such medical reimbursement and life insurance coverage until the earliest of: (A) the twelve-month anniversary of the Termination Date; (B) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which the Executive receives or becomes eligible to receive substantially similar coverage from another employer. Notwithstanding the foregoing, if the Company’s making payments under this Section 4(B)(v) would violate the nondiscrimination rules applicable to non-grandfathered plans, or result in the imposition of penalties under the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (“PPACA”), the parties agree to reform this Section 4(B)(v) in a manner as is necessary to comply with the PPACA. Any compensation payable pursuant to clause (i) and (iv) of this paragraph (B) shall be paid promptly after the Termination Date; and any amounts payable pursuant to clause (ii) of this paragraph (B) shall be paid pursuant to the terms of the applicable plans or arrangements. Any amounts payable pursuant to clause (iii) of this paragraph (B) shall be paid ratably for a period of 24 months following termination of employment as if it were salary payable in accordance with the Company’s normal payroll practices, provided, however, that the initial installment will begin on the 60th day following the Termination Date and will include the payments that would otherwise have been made during such 60-day period; provided that, to the extent necessary to prevent the Executive from being subject to adverse tax consequences under Section 409A of the Internal Revenue Code (“Section 409A”), the first six months of the continued Base Salary payments shall not be paid until, and shall be paid in a single sum payment on, the first day after the six month anniversary of the Termination Date, with the remaining monthly payments to begin on the first day of the seventh month following the Termination Date. At the end of the period during which the Company is paying the Executive’s premiums for medical and dental coverage, the Executive and any eligible family members may terminate elect COBRA continuation coverage at his own expense for the remainder, if any, of the required COBRA period. All amounts payable under this Agreement shall be without interest if paid when due. For the purposes hereof, if the Company elects not to extend the Term pursuant to Section 1 above, the Executive’s employment will be deemed to have been terminated by the Company for reasons other than Cause. In order to receive any payments or benefits under clauses (iii), (iv) and (v) of this paragraph (B), the Executive must execute and deliver to the Company a release provided by the Company in substantially the form of Exhibit A hereto and such release must become irrevocable on or before the 60th day following the Termination Date. If the Executive’s employment under this Agreement is terminated prior to the date that is two years after the Commencement Date by the Company without Cause or by the Executive for Good Reason, any unvested equity awards that may be granted to the Executive, including the Option Awards, shall become immediately vested and non-forfeitable on the Termination Date and shall be transferable or exercisable for the remainder of their terms. Notwithstanding the above, if the Executive terminates his employment with Good Reason (as defined below) or ), the Executive will be obligated to remain a consultant to the Company until the date that is two years after the Commencement Date. Executive shall be available to provide such consulting services to the Company in Executive’s areas of expertise, work experience and responsibility as may terminate this Agreement without Causebe requested by the Board. In the event If the Executive terminates this Agreement for Good Reasonfails to provide or be available to provide such post-termination consulting services, or the Company terminates Additional Option Award will immediately terminate and will no longer be exercisable. As of the Executive without CauseTermination Date, except as set forth herein, the Executive shall not be entitled to the following: (i) any accrued but unpaid Base Salary for services rendered to the date of termination; (ii) an amount equal to 12 month’s Base Salary; (iii) any accrued but unpaid expenses required to be reimbursed under this Agreement; (iv) any earned but unpaid bonuses, his annual bonus for the current period shall be prorated to the date of termination (to the extent the Board has set a formula and it can be calculated); and (v) all stock options, restricted stock and restricted stock units previously granted to the Executive shall thereupon become fully vested, and the Executive further payments or his legally appointed guardian, as the case may be, shall have up to one year benefits from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The term “Good Reason” shall mean: (i) a material diminution in the Executive’s authority, duties or responsibilities (unless the Executive has agreed to such diminution); or (ii) any other action or inaction that constitutes a material breach by the Company under this Agreement. Prior to the Executive terminating his employment with the Company for Good Reason, Executive must provide written notice to the Company, within 30 days following the initial existence of such condition, that such Good Reason exists and setting forth in detail the grounds the Executive believes constitutes Good Reason. If the Company does not cure the condition(s) constituting Good Reason within 30 days following receipt of such notice, then the Executive’s employment shall be deemed terminated for Good Reason. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no termination.

Termination by the Company Without Cause or Termination by Executive for Good Reason. (i) The Executive may terminate this Agreement for Good Reason (as defined below) or the Company may terminate this Agreement without Cause. In the event the Executive terminates this Agreement for Good Reason, or the Company terminates the Executive without Cause, the Executive shall be entitled to the following: (i) any accrued but unpaid Base Salary for services rendered to the date of termination; (ii) an amount equal to 12 month’s one (1) times Base Salary, or continuation of the Base Salary through the remaining Term of the Agreement, whichever is greater (the “Severance Amount”); (iii) any accrued but unpaid expenses required to be reimbursed under this Agreement; (iv) any earned but unpaid bonuses, his annual bonus for the current period shall be prorated to the date of termination (to the extent the Board has set a formula and it can be calculated); and (v) all stock options, restricted stock and restricted stock units equity awards previously granted to the Executive under the Incentive Plan or similar plan shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted optionsoptions and SARs, provided that in no event shall any option or SAR be exercisable beyond its term. The payment of the Severance Amount is conditioned on the Executive signing the Agreement and General Release substantially in the form attached to this Agreement. The term “Good Reason” shall mean: (i) a material diminution in the Executive’s authority, duties or responsibilities due to no fault of the Executive (unless the Executive has agreed to such diminution); or (ii) any other action or inaction that constitutes a material breach by the Company under this Agreement. Prior to the Executive terminating his employment with the Company for Good Reason, the Executive must provide written notice to the Company, within 30 days following the Executive’s initial awareness of the existence of such condition, that such Good Reason exists and setting forth in detail the grounds the Executive believes constitutes Good Reason. If the Company does not cure the condition(s) constituting Good Reason within 30 days following receipt of such notice, then the Executive’s employment shall be deemed terminated for Good Reason. The Executive (or his estate) shall receive the payments provided herein at such times as he would have received them if there was no termination.

Termination by the Company Without Cause or Termination by Executive for Good Reason. (i) The Executive may terminate 4.2.1 Subject to requirements of this Agreement for Good Reason (as defined below) or Section 4.2.1 and Section 5 hereof, the Company may terminate Executive’s employment at any time during the Term of this Agreement without Cause. In Cause and Executive may terminate his employment with the event Company at any time during the Executive terminates this Agreement Term for Good Reason, or . For the Company terminates the Executive without Cause, the Executive shall be entitled to the following: (i) any accrued but unpaid Base Salary for services rendered to the date purposes of termination; (ii) an amount equal to 12 month’s Base Salary; (iii) any accrued but unpaid expenses required to be reimbursed under this Agreement; (iv) any earned but unpaid bonuses, his annual bonus for the current period shall be prorated to the date of termination (to the extent the Board has set a formula and it can be calculated); and (v) all stock options, restricted stock and restricted stock units previously granted to the Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The term “Good Reason” shall mean: is defined as (i) a material diminution in the assignment to Executive of any duties inconsistent with Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities (unless that he has had during the Executive has agreed to such diminution)90 day period immediately preceding the date of this Agreement; or (ii) any other action by the Company which results in a reduction in the compensation payable to Executive, or inaction the position, authority, duties, other responsibilities, other than insubstantial and inadvertent action which is promptly remedied by the Company after receipt of notice thereof from Executive; or (iii) the Company’s requiring Executive to be based at an office or location other than that constitutes a which Executive is based at on the date of this Agreement, except for travel responsibility required in the performance of Executive’s responsibilities; or (iv) any purported termination by the Company of Executive’s employment with the Company otherwise than as permitted by this Agreement, it being understood that any such purported termination shall not be effective for any purpose of this Agreement; or (v) the Company’s breach of any material provision of this Agreement, except that an insubstantial or inadvertent breach by the Company under this Agreement. Prior to the Executive terminating his employment with which is promptly remedied by the Company for Good Reason, Executive must provide written notice to the Company, within 30 days following the initial existence of such condition, that such Good Reason exists and setting forth in detail the grounds the Executive believes constitutes Good Reason. If the Company does not cure the condition(s) constituting Good Reason within 30 days following after receipt of such notice, then the Executive’s employment notice thereof by Executive shall not be deemed terminated for Good Reason. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no terminationconsidered a material breach.

Termination by the Company Without Cause or Termination by Executive for Good Reason. (i) The In the event that the Company terminates Executive’s employment without Cause or Executive may terminate this Agreement terminates Executive’s employment for Good Reason (as defined below) or ), all of the Company may terminate Company’s duties and obligations under this Agreement without Cause. In shall cease as of the event the Executive terminates this Agreement for Good Reason, or the Company terminates the Executive without Cause, the Termination Date and Executive shall be entitled to receive, and the Company shall pay, only the following: all base salary earned through the Termination Date, all amounts and benefits earned or incurred pursuant to Section 2.3 through the Termination Date, and (subject to the conditions set forth in Section 4.8 below) the severance payments and benefits set forth below in Sections 4.3.1 - 4.3.3 in accordance with the terms thereof. For purposes of this Agreement, the term “without Cause” shall mean termination of Executive’s employment by the Company for reasons other than for “Cause” (and excluding any such termination resulting from Executive’s Incapacity or death). For the purposes of this Agreement, termination shall be for “Good Reason” if (i) any accrued but unpaid Base Salary for services rendered there is a material diminution of Executive’s responsibilities or authority with the Company, or a material adverse change in the Executive’s reporting responsibilities or title, in each case as they existed prior to the date of terminationsuch diminution or change without Executive’s consent; (ii) an amount equal to 12 month’s Base Salary; (iii) any accrued but unpaid expenses required to be reimbursed under this Agreement; (iv) any earned but unpaid bonuses, his annual bonus for the current period shall be prorated to the date of termination (to the extent the Board has set a formula and it can be calculated); and (v) all stock options, restricted stock and restricted stock units previously granted to the Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The term “Good Reason” shall mean: (i) there is a material diminution reduction by the Company in the Executive’s authority, duties or responsibilities (unless the Executive has agreed to such diminution)annual base salary rate then in effect without Executive’s consent; or (iiiii) any other action or inaction that constitutes a material breach by Executive’s principal work location is relocated outside of the Company under this AgreementLas Vegas, Nevada metropolitan area without Executive’s consent. Prior Executive will be deemed not to the Executive terminating his have terminated Executive’s employment with the Company for Good Reason, Reason unless (i) Executive must provide has delivered written notice to the Company, Company of Executive’s intent to exercise the rights pursuant to this Section within 30 thirty (30) days following the initial existence first occurrence of a condition that would constitute Good Reason and identifying the facts constituting such condition, (ii) the Company has failed to remedy such condition within thirty (30) days following its receipt of such written notice, and (iii) the Executive’s termination of employment for Good Reason is effective no later than ninety (90) days following the first occurrence of such condition, . Executive agrees that Executive may be required to travel from time to time as required by the Company’s business and that such Good Reason exists and setting forth in detail the travel shall not constitute grounds the for Executive believes constitutes Good Reason. If the Company does not cure the condition(s) constituting Good Reason within 30 days following receipt of such notice, then the to terminate Executive’s employment shall be deemed terminated for Good Reason. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no termination.

Termination by the Company Without Cause or Termination by Executive for Good Reason. (i) The Executive may terminate this Agreement for Good Reason (as defined below) or the Company may terminate this Agreement without Cause. In the event the Executive terminates this Agreement for Good Reason, or the Company terminates the Executive without Cause, the Executive shall be entitled to the following: (i) any accrued but unpaid Base Salary for services rendered to the date of termination; (ii) an amount equal to 12 month’s one (1) times Base Salary, or continuation of the Base Salary through the remaining Term of the Agreement, whichever is greater (the “Severance Amount”); (iii) any accrued but unpaid expenses required to be reimbursed under this Agreement; (iv) any earned but unpaid bonuses, his annual bonus for the current period shall be prorated to the date of termination (to the extent the Board has set a formula and it can be calculated); and (v) all stock optionsRSUs, restricted stock warrants and restricted stock units other equity awards previously granted to the Executive under this Agreement or the Incentive Plan or similar plan shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one (1) year from the date of termination to exercise all such previously granted optionswarrants, options and SARs, provided that in no event shall any warrant, option or SAR be exercisable beyond its term. The payment of the Severance Amount is conditioned on the Executive signing the Agreement and General Release substantially in the form attached to this Agreement. The term “Good Reason” shall mean: (i) a material diminution in the Executive’s authority, duties or responsibilities due to no fault of the Executive (unless the Executive has agreed to such diminution); or (ii) any other action or inaction that constitutes a material breach by the Company under this Agreement. Prior to the Executive terminating his employment with the Company for Good Reason, the Executive must provide written notice to the Company, within 30 days following the Executive’s initial awareness of the existence of such condition, that such Good Reason exists and setting forth in detail the grounds the Executive believes constitutes Good Reason. If the Company does not cure the condition(s) constituting Good Reason within 30 days following receipt of such notice, then the Executive’s employment shall be deemed terminated for Good Reason. The Executive (or his estate) shall receive the payments provided herein at such times as he would have received them if there was no termination.

Termination by the Company Without Cause or Termination by Executive for Good Reason. In addition to the payments described in Section 5(f) and subject to Section 8 and Section 10, provided that Executive has resigned from the Board as contemplated by Section 3 and is in compliance with his obligations under Section 12, in the event the Employment Period ends by reason of termination of Executive’s employment by the Company Without Cause or by Executive for Good Reason, the Company shall (i) The in accordance with Section 4(b), pay Executive may terminate any annual bonus payable for services rendered in any annual bonus period for the year which had been completed in its entirety prior to the date on which the Employment Period ends and that had not previously been paid, (ii) continue to make Base Salary payments for a period 12 months following such termination of employment (the period of time such payments are provided, the “Severance Period”), payable over such 12 month period on the regular payroll dates of the Company in accordance with the Company’s payroll practices as in effect on such termination date, and subject to applicable tax withholding. Such continued Base Salary payments shall commence upon the first payroll date following the effective date of the Release Agreement referenced in Section 10, and the first continued Base Salary payment shall cover the period between the termination date and such payment, provided, however, no amount shall be paid pursuant to this Agreement for Good Reason Section 6(a) unless, on or prior to the fifty-fifth (55th) day following the date of the Executive’s Separation from Service (as defined in Section 8 below), Executive has executed an effective Release Agreement and any applicable revocation period has expired. Each installment payment made pursuant to this Section 6(a) or (ii) shall be considered a separate payment for purposes of Section 409A of the Company may terminate this Agreement Internal Revenue Code of 1986, as amended (the “Code”) (including, without Causelimitation, for purposes of Treasury Regulation Section 1. 409A-2(b)(2)(iii)). In the event the Employment Period ends on or prior to December 31, 2009 by reason of termination of Executive’s employment by the Company Without Cause or by Executive terminates this Agreement for Good Reason, or the Company terminates the Executive without Causesubject to Section 10, the Executive shall be entitled to receive a pro rata portion (based upon the following: (i) any accrued but unpaid Base Salary for services rendered to number of complete months within the fiscal year that shall have elapsed through the date of termination; (iiExecutive’s termination of employment) an amount equal to 12 month’s Base Salary; (iii) of any accrued but unpaid expenses required to be reimbursed under this Agreement; (iv) any earned but unpaid bonuses, his annual bonus for the current period shall be prorated to the date of termination (to the extent Annual Bonus that the Board determines Executive would otherwise have received pursuant to Section 4(b) hereof for that calendar year had Executive been employed through the end of the year, which will be payable when and if such Annual Bonus would otherwise have been payable in accordance with Section 4(b) had Executive’s employment not terminated, provided again that Executive resigned from the Board immediately as contemplated by Section 3 and has set a formula and it can be calculated); and (v) all stock options, restricted stock and restricted stock units previously granted to the Executive shall thereupon become fully vested, and the Executive or been in compliance with his legally appointed guardian, as the case may be, shall have up to one year obligations under Section 12 from the date of termination through such payment dates. Notwithstanding the foregoing, Executive shall not be entitled to exercise all such previously granted optionsany pro-rated bonus unless the date of termination is after the first six months of the fiscal year in which it occurs. During the Severance Period, the Company shall continue to pay health insurance premiums for continued health insurance coverage for Executive and his currently insured dependents, provided that in no event shall Executive makes a timely election to continue such coverage under COBRA and is not otherwise eligible for health insurance through any option be exercisable beyond its term. The term “Good Reason” shall mean: (i) a material diminution in the Executive’s authority, duties or responsibilities (unless the Executive has agreed to such diminution); or (ii) any other action or inaction that constitutes a material breach by the Company under this Agreement. Prior to the Executive terminating his employment with the Company for Good Reason, Executive must provide written notice to the Company, within 30 days following the initial existence of such condition, that such Good Reason exists and setting forth in detail the grounds the Executive believes constitutes Good Reasonsubsequent employer. If the Company does not cure the condition(s) constituting Good Reason within 30 days following receipt termination is a result of such noticeExecutive’s death or Disability, then the Executive’s employment currently insured dependents shall upon their timely election be deemed terminated for Good Reason. The Executive (or his estate) shall eligible to receive the payments provided herein at such times he would have received them if there was no terminationcontinued benefits pursuant to COBRA.

Termination by the Company Without Cause or Termination by Executive for Good Reason. (i) The Executive may terminate this Agreement for Good Reason (as defined below) or the Company may terminate this Agreement without Cause. In the event the Executive terminates this Agreement for Good Reason, or the Company terminates the Executive without Cause, the Executive shall be entitled to the following: (i) any accrued but unpaid Base Salary for services rendered to the date of termination; (ii) an amount equal to 12 six month’s Base Salary; (iii) any accrued but unpaid expenses required to be reimbursed under this Agreement; (iv) any earned but unpaid bonuses, bonuses and his annual bonus for the current period shall be prorated to the date of termination (to the extent the Board has set a formula and it can be calculated); and (v) all stock options, restricted stock and restricted stock units previously granted to the Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The term “Good Reason” shall mean: (i) a material diminution in the Executive’s authority, duties or responsibilities (unless the Executive has agreed to such diminution); or (ii) any other action or inaction that constitutes a material breach by the Company under this Agreement. Prior to the Executive terminating his employment with the Company for Good Reason, Executive must provide written notice to the Company, within 30 days following the initial existence of such condition, that such Good Reason exists and setting forth in detail the grounds the Executive believes constitutes Good Reason. If the Company does not cure the condition(s) constituting Good Reason within 30 days following receipt of such notice, then the Executive’s employment shall be deemed terminated for Good Reason. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no termination.