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 Company may terminate Executive's employment under this Agreement, at any time, without Cause so long as the Company pays Executive in accordance with this paragraph 8(b). Executive may terminate his employment under this Agreement for Good Reason (as defined in paragraph 8(d)(ii)), and, in such event, the Company shall be required to pay Executive in accordance with this paragraph 8(b). (ii) In the event that the Company terminates Executive's employment under this Agreement without Cause, or Executive terminates his employment under this Agreement for Good Reason, the Company agrees to pay Executive, as severance, the Company agrees to pay Executive, as severance, (A) one (1) month (the "Severance Period") (time period specified may not extend beyond the end of the second year following the year of termination) of his then-existing Base Salary ("Salary Component of Severance"), (B) a Bonus (with the amount to be determined based on the then-current metrics for such Bonus, and prorated based on a full calendar year) ("Bonus Component of Severance"), and (C) payment of premiums for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for the Severance Period (“COBRA Component of Severance”). The payment of severance is subject to paragraphs 8(b)(iv) and (v) below. (iii) The Company also will pay or provide to Executive the Accrued Obligations (as defined in paragraph 8(a)(ii) above). (iv) Aside from the amounts set forth in this paragraph 8(b), the Company shall have no further obligation or liability to the Executive under this Agreement, including with respect to any vesting with respect to any Company Equity (except as may be provided otherwise in the agreement granting the Company Equity), bonus or commission plan that may be in effect, in the event that the Company terminates Executive's employment under this Agreement without Cause or Executive terminates his employment under this Agreement for Good Reason. The Company's obligation to pay severance under paragraph 8(b)(ii) is expressly conditioned upon Executive's execution of and delivery to the Company and non-revocation of a release provided by the Company to Executive within the later of ten (10) days after Executive's termination of employment or as required under applicable law) prior to payment of severance, which release must be effective and irrevocable on the delivery date or as otherwise required under applicable law, and will include items such as: (a) an unconditional release of all rights to any claims, charges, complaints, grievances, known or unknown to Executive, against the Company, its affiliates or assigns, through to the date of Executive's termination from employment, (b) a representation and warranty that Executive has not filed or assigned any claims, charges, complaints, or grievances against the Company, its affiliates or assigns, and (c) a waiver of any rights, claims or causes of action that Employee may have for any compensation, including claims for salary, bonus, severance pay, or vacation pay, any rights, claims or causes of action arising under the Age Discrimination in Employment Act of 1967, as amended, the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended, the Civil Rights Act of 1866, the Americans with Disabilities Act of 1990, as amended, the Family and Medical Leave Act of 1993, as amended, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974, the Occupational Safety and Health Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Workers Adjustment and Retraining Notification Act, all applicable state and local anti-discrimination laws, and any rights, claims or causes of action in tort or in contract, or pursuant to any other applicable federal, state or local laws, ordinances or regulations. Notwithstanding the previous sentence, the release shall not waive or release (a) any claim which arises after the date the release is executed, (b) any claim to vested benefits under any employee benefit plan of the Company or its affiliates, (c) any claims for contractual severance required in this Agreement, (d) any indemnification rights or claims that survive termination under any applicable agreements, insurance policies, or at law, or (e) Executive's right to any vested benefits of Company Equity. The Company will begin to make any payment of severance required under paragraph 8(b)(ii) at the next regular payroll cycle on the condition that Executive does not earlier revoke acceptance of the release (referenced in this paragraph) pursuant to its terms. Payment of the COBRA Component of Severance will be made by the Company on a monthly basis during the Severance Period if Executive elects, and for so long as Executive remains eligible for COBRA. The payments of the COBRA Component of Severance may only be made until the earliest of (i) the 18-month anniversary of the Executive’s separation from service, (ii) the date the Executive is no longer eligible to receive COBRA coverage, and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer or other source. Payment of the Bonus Component of Severance will be made after the end of the calendar year of measurement, in accordance with the Company's process and timing for such bonuses. (v) In the event that Executive does not execute the general release, Executive shall not be entitled to any severance benefits as described above in paragraph 8(b)(ii) and the Company shall have no further obligation or liability under this Agreement except as provided for in paragraphs 8(b)(iii) and (iv).

Termination by the Company Without Cause or Termination by Executive for Good Reason. (i) The Company may terminate Executive's employment under this Agreement, at any time, without Cause so long as the Company pays Executive in accordance with this paragraph 8(b). Executive may terminate his employment under this Agreement for Good Reason (as defined in paragraph 8(d)(ii)), and, in such event, the Company shall be required to pay Executive in accordance with this paragraph 8(b). Expiration of the Term of the Agreement shall constitute a termination by the Company Without Cause. (ii) In the event that the Company terminates Executive's employment under this Agreement without Cause, or Executive terminates his employment under this Agreement for Good Reason, the Company agrees to pay Executive, as severance, the Company agrees to pay Executive, as severance, (A) one (1) month year (the "Severance Period") (time period specified may not extend beyond the end of the second year following the year of termination) of his then-existing Base Salary ("Salary Component of Severance"), (B) to the extent Executive elects and remains eligible for COBRA, the Company shall pay its share of the employee’s portion of health insurance premiums under COBRA during the Severance Period, provided, that such coverage shall end upon such earlier date that Executive become covered under similar plans ("COBRA Component of Severance"), and (C) a Bonus (with the amount to be determined based on the then-current metrics for such Bonus, and prorated based on a full calendar year) ("Bonus Component of Severance"), and (C) payment of premiums for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for the Severance Period (“COBRA Component of Severance”). The payment of severance is subject to paragraphs 8(b)(iv8(b)(v) and (vvi) below. (iii) The Company also will pay or provide to Executive the Accrued Obligations (as defined in paragraph 8(a)(ii) above). (iv) Aside from the amounts set forth in this paragraph 8(b), the Company shall have no further obligation or liability to the Executive under this Agreement, including with respect to any vesting with respect to any Company Equity (except as may be provided otherwise in the agreement granting the Company Equity), bonus or commission plan that may be in effect, in the event that the Company terminates Executive's employment under this Agreement without Cause or Executive terminates his employment under this Agreement for Good Reason. The Company's obligation to pay severance under paragraph 8(b)(ii) is expressly conditioned upon Executive's execution of and delivery to the Company and non-revocation of a release provided by the Company to Executive within the later of ten (10) days after Executive's termination of employment or as required under applicable law) prior to payment of severance, which release must be effective and irrevocable on the delivery date or as otherwise required under applicable law, and will include items such as: (a) an unconditional release of all rights to any claims, charges, complaints, grievances, known or unknown to Executive, against the Company, its affiliates or assigns, through to the date of Executive's termination from employment, (b) a representation and warranty that Executive has not filed or assigned any claims, charges, complaints, or grievances against the Company, its affiliates or assigns, and (c) a waiver of any rights, claims or causes of action that Employee may have for any compensation, including claims for salary, bonus, severance pay, or vacation pay, any rights, claims or causes of action arising under the Age Discrimination in Employment Act of 1967, as amended, the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended, the Civil Rights Act of 1866, the Americans with Disabilities Act of 1990, as amended, the Family and Medical Leave Act of 1993, as amended, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974, the Occupational Safety and Health Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Workers Adjustment and Retraining Notification Act, all applicable state and local anti-discrimination laws, and any rights, claims or causes of action in tort or in contract, or pursuant to any other applicable federal, state or local laws, ordinances or regulations. Notwithstanding the previous sentence, the release shall not waive or release (a) any claim which arises after the date the release is executed, (b) any claim to vested benefits under any employee benefit plan of the Company or its affiliates, (c) any claims for contractual severance required in this Agreement, (d) any indemnification rights or claims that survive ​ termination under any applicable agreements, insurance policies, or at law, or (e) Executive's right to any vested benefits of Company Equity. The Company will begin to make any payment of severance required under paragraph 8(b)(ii) at the next regular payroll cycle on the condition that Executive does not earlier revoke acceptance of the release (referenced in this paragraph) pursuant to its terms. Payment of the Salary Component of Severance will be made in one lump sum at the beginning of the Severance Period. Payment of the COBRA Component of Severance will be made by the Company on a monthly basis during the Severance Period if Executive elects, and for so long as Executive remains eligible for COBRA. The payments of the COBRA Component of Severance may only be made until the earliest of (i) the 18-month anniversary of the Executive’s separation from service, (ii) the date the Executive is no longer eligible to receive COBRA coverage, and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer or other source. Payment of the Bonus Component of Severance will be made after the end of the calendar year of measurement, in accordance with the Company's process and timing for such bonuses. (v) In the event that Executive does not execute the general release, Executive shall not be entitled to any severance benefits as described above in paragraph 8(b)(ii) and the Company shall have no further obligation or liability under this Agreement except as provided for in paragraphs 8(b)(iii) and (iv).

Termination by the Company Without Cause or Termination by Executive for Good Reason. (i) The Company may terminate Executive's employment under this Agreement, at any time, without Cause so long as the Company pays Executive in accordance with this paragraph 8(b). Executive may terminate his employment under this Agreement for Good Reason (as defined in paragraph 8(d)(ii)), and, in such event, the Company shall be required to pay Executive in accordance with this paragraph 8(b). (ii) In the event that the Company terminates Executive's employment under this Agreement without Cause, or Executive terminates his employment under this Agreement for Good Reason, the Company agrees to pay Executive, as severance, the Company agrees to pay Executive, as severance, (A) one six (16) month months (the "Severance Period") (time period specified may not extend beyond the end of the second year following the year of termination) of his then-existing Base Salary ("Salary Component of Severance"), (B) a Bonus (with the amount to be determined based on the then-current metrics for such Bonus, and prorated based on a full calendar year) ("Bonus Component of Severance"), and (C) payment of premiums for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for the Severance Period (“COBRA Component of Severance”). The payment of severance is subject to paragraphs 8(b)(iv) and (v) below. (iii) The Company also will pay or provide to Executive the Accrued Obligations (as defined in paragraph 8(a)(ii) above). (iv) Aside from the amounts set forth in this paragraph 8(b), the Company shall have no further obligation or liability to the Executive under this Agreement, including with respect to any vesting with respect to any Company Equity (except as may be provided otherwise in the agreement granting the Company Equity), bonus or commission plan that may be in effect, in the event that the Company terminates Executive's employment under this Agreement without Cause or Executive terminates his employment under this Agreement for Good Reason. The Company's obligation to pay severance under paragraph 8(b)(ii) is expressly conditioned upon Executive's execution of and delivery to the Company and non-revocation of a release provided by the Company to Executive within the later of ten (10) days after Executive's termination of employment or as required under applicable law) prior to payment of severance, which release must be effective and irrevocable on the delivery date or as otherwise required under applicable law, and will include items such as: (a) an unconditional release of all rights to any claims, charges, complaints, grievances, known or unknown to Executive, against the Company, its affiliates or assigns, through to the date of Executive's termination from employment, (b) a representation and warranty that Executive has not filed or assigned any claims, charges, complaints, or grievances against the Company, its affiliates or assigns, and (c) a waiver of any rights, claims or causes of action that Employee may have for any compensation, including claims for salary, bonus, severance pay, or vacation pay, any rights, claims or causes of action arising under the Age Discrimination in Employment Act of 1967, as amended, the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended, the Civil Rights Act of 1866, the Americans with Disabilities Act of 1990, as amended, the Family and Medical Leave Act of 1993, as amended, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974, the Occupational Safety and Health Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Workers Adjustment and Retraining Notification Act, all applicable state and local anti-discrimination laws, and any rights, claims or causes of action in tort or in contract, or pursuant to any other applicable federal, state or local laws, ordinances or regulations. Notwithstanding the previous sentence, the release shall not waive or release (a) any claim which arises after the date the release is executed, (b) any claim to vested benefits under any employee benefit plan of the Company or its affiliates, (c) any claims for contractual severance required in this Agreement, (d) any indemnification rights or claims that survive termination under any applicable agreements, insurance policies, or at law, or (e) Executive's right to any vested benefits of Company Equity. The Company will begin to make any payment of severance required under paragraph 8(b)(ii) at the next regular payroll cycle on the condition that Executive does not earlier revoke acceptance of the release (referenced in this paragraph) pursuant to its terms. Payment of the COBRA Component of Severance will be made by the Company on a monthly basis during the Severance Period if Executive elects, and for so long as Executive remains eligible for COBRA. The payments of the COBRA Component of Severance may only be made until the earliest of (i) the 18-month anniversary of the Executive’s separation from service, (ii) the date the Executive is no longer eligible to receive COBRA coverage, and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer or other source. Payment of the Bonus Component of Severance will be made after the end of the calendar year of measurement, in accordance with the Company's process and timing for such bonuses. (v) In the event that Executive does not execute the general release, Executive shall not be entitled to any severance benefits as described above in paragraph 8(b)(ii) and the Company shall have no further obligation or liability under this Agreement except as provided for in paragraphs 8(b)(iii) and (iv).