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. If the Company terminates the employment of Executive prior to the end of the then applicable Term of this Agreement for any reason other than for Cause, or if Executive terminates his employment with the Company for Good Reason prior to the end of the Term of this Agreement, Executive shall be entitled to (i) Base Salary and any other accrued compensation or vested benefits owed to Executive as of the Termination Date (for the avoidance of doubt, this amount does not include the yet to be earned Base Salary that Executive would have earned had his employment not terminated prior to the expiration of the then applicable Term); (ii) a lump sum cash payment equal to one and a half (1.5) times the sum of (x) Executive’s then-current Base Salary, and (y) average annual bonus during the prior two calendar years under the AIP (or such shorter period, as applicable), subject to applicable taxes and withholdings and payable on the sixtieth (60th) day following the Termination Date; (iii) reimbursement for expenses incurred by Executive through the Termination Date that are reimbursable pursuant to Section 4.03; (iv) if the Termination Date occurs after December 31 of a performance year under the AIP but before any bonus for such performance year has been paid, such unpaid bonus under the AIP, to the extent earned, payable in a lump sum, subject to applicable taxes and withholdings, at the time bonuses are paid under the AIP; and (v) a payment equal to the product of (x) the target bonus under the AIP for the performance year in which the Termination Date occurs and (y) a fraction, the numerator of which is the number of days Executive was employed by the Company during the year of termination and the denominator of which is 365, payable in a lump sum, subject to applicable taxes and withholdings, on the sixtieth (60th) day following the Termination Date. In addition, if Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse Executive for the monthly COBRA premium paid by Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on or before the 15th day of the month immediately following the month in which Executive timely remits the premium payment. Executive shall be eligible to receive such reimbursement until the earlier of: (A) the eighteen (18)-month anniversary of the Termination Date; or (B) the date Executive is no longer eligible to receive COBRA continuation coverage.

Termination by the Company Without Cause or Termination by Executive for Good Reason. If Executive’s employment by the Company ceases due to a termination by the Company without Cause (as defined below) or a resignation by Executive for Good Reason (as defined below), Executive will be entitled to receive, subject to the execution and delivery by Executive of a Release (as defined below): 5.1.1. continuation of Executive’s Base Salary for a period equal to twelve months following the effective date of the termination of Executive by the Company without Cause or the resignation by Executive for Good Reason (the “Involuntary Termination Date”), payable in accordance with the Company’s standard payroll practices; 5.1.2. an amount equal to a cash bonus equal to 100% of Executive’s Base Salary prevailing on the Involuntary Termination Date, which amount shall be paid in the year following employment termination at the time annual bonuses are paid to the Company’s other senior executives; 5.1.3. accelerated vesting of 100% of the Option Award; 5.1.4. except as provided in Section 5.2, accelerated vesting of the portion of the RSU Award that has not issued (the “Unissued RSU Award”) as of the Involuntary Termination Date, as follows: (a) If the Company terminates Involuntary Termination Date occurs on or before the employment first anniversary of the Effective Date, then 25% of the Unissued RSU Award shall accelerate and vest; (b) If the Involuntary Termination Date occurs after the first anniversary of the Effective Date, but on or before the second anniversary of the Effective Date, then 50% of the Unissued RSU Award shall accelerate and vest; (c) If the Involuntary Termination Date occurs after the second anniversary of the Effective Date, but on or before the third anniversary of the Effective Date, then 75% of the Unissued RSU Award shall accelerate and vest; and (d) If the Involuntary Termination Date occurs after the third anniversary of the Effective Date, but on or before the fourth anniversary of the Effective Date, then 100% of the Unissued RSU Award shall accelerate and vest. 5.1.5. waiver of the applicable premium otherwise payable for COBRA continuation coverage for Executive (and, to the extent covered immediately prior to the end date of such cessation, his spouse and eligible dependents) for a period equal to twelve months. The amounts specified in Sections 5.1.1, 5.1.2, 5.1.3, 5.1.4 and 5.1.5 are referred to herein as the then “Severance Benefits.” Except as otherwise provided in this Section 5.1, and except for payment of (i) all accrued and unpaid Base Salary through the date of such termination or cessation, (ii) any expense reimbursements to be paid in accordance with the Company’s policies and Section 4.5; and (iii) payments for any accrued but unused paid time off in accordance with the Company’s policies and applicable Term law (the amounts specified in the foregoing subparagraphs (i)-(iii) of this Agreement for any reason other than for Causeparagraph are referred to herein as the “Accrued Obligations”), or if Executive terminates his employment with all compensation and benefits will cease at the time of such cessation and the Company for Good Reason prior to will have no further liability or obligation by reason of such cessation. The payments and benefits described in this Section 5.1 are in lieu of, and not in addition to, any other severance arrangement maintained by the end of the Term Company. Notwithstanding any provision of this Agreement, Executive shall be entitled the payments and benefits described in Section 5.1 are conditioned on: (a) Executive’s execution and delivery to (i) Base Salary the Company and any other accrued compensation or vested benefits owed to Executive as of the Termination Date (for the avoidance of doubt, this amount does not include the yet to be earned Base Salary that Executive would have earned had his employment not terminated prior to the expiration of all applicable statutory revocation periods, by the then applicable Term45th day following the effective date of his cessation of employment, of a general release of claims against the Company and its affiliates (other than a release of claims under this Agreement) in a form reasonably prescribed by the Company (the “Release”); and (ii) a lump sum cash payment equal to one and a half (1.5) times the sum of (xb) Executive’s then-current Base Salarycontinued compliance with the Restrictive Covenants (as defined below). Subject to Section 5.4, and (y) average annual bonus during below, the prior two calendar years under the AIP benefits described in Section 5.1 will be paid or provided (or such shorter periodbegin to be paid or provided) as soon as administratively practicable (or determinable in the case of the benefits described in Section 5.1.1, as applicable)if later) after the Release becomes irrevocable, subject to applicable taxes and withholdings and payable on the sixtieth (60th) day following the Termination Date; (iii) reimbursement for expenses incurred by Executive through the Termination Date provided that are reimbursable pursuant to Section 4.03; (iv) if the Termination Date occurs after December 31 of a performance 45-day period described above begins in one taxable year under the AIP but before any bonus for such performance year has been paid, such unpaid bonus under the AIP, to the extent earned, payable and ends in a lump sum, subject to applicable taxes and withholdings, at the time bonuses are paid under the AIP; and (v) a payment equal to the product of (x) the target bonus under the AIP for the performance second taxable year in which the Termination Date occurs and (y) a fraction, the numerator of which is the number of days Executive was employed by the Company during the year of termination and the denominator of which is 365, payable in a lump sum, subject to applicable taxes and withholdings, on the sixtieth (60th) day following the Termination Date. In addition, if Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company such payments or benefits shall reimburse Executive for the monthly COBRA premium paid by Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on or before the 15th day of the month immediately following the month in which Executive timely remits the premium payment. Executive shall be eligible to receive such reimbursement not commence until the earlier of: (A) the eighteen (18)-month anniversary of the Termination Date; or (B) the date Executive is no longer eligible to receive COBRA continuation coveragesecond taxable year.