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

Termination by the Company Without Cause; Resignation by Executive for Good Reason. If the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason during the Employment Term, then, subject to Sections 8 and 11(c), Executive will be entitled to: (i) (A) any unpaid Base Salary through Executive’s termination of employment; (B) reimbursement for any unreimbursed expenses incurred through Executive’s termination of employment; and (C) all other accrued payments or benefits to which Executive is entitled and has earned under the terms of any applicable compensation arrangement or benefit plan or program (collectively, the “Accrued Obligations”). Accrued Obligations shall be paid to Executive in a lump sum in cash within thirty (30) days following Executive’s termination of employment, unless otherwise required by law or the terms of the applicable compensation arrangement or benefit plan or program; (ii) payment of cash severance in an amount equal to (A) the number of months in the Severance Period, multiplied by (B) the Executive’s monthly Base Salary (at the level in effect immediately prior to his termination date), payable to Executive in substantially equal monthly installments in accordance with the Company’s standard payroll procedures, commencing on the 60th day following Executive’s termination of employment; (iii) to the extent Executive and Executive’s spouse and dependent children properly (and timely) elect COBRA continuation coverage under the Company’s group health plan, the Company shall reimburse Executive for the proportionate cost of the premiums due for such coverage, as determined by the cost ratio policy for the Company’s employees in effect from time to time, for a period beginning on Executive’s termination date and ending on the earliest to occur of (A) the date on which Executive is no longer entitled to COBRA continuation coverage under the Company’s group health plan, (B) the last day of the month that includes or immediately precedes the first day that Executive is covered under another employer’s group health plan, and (C) the last day of the month in which the Severance Period ends, whichever is shortest; provided, however, that notwithstanding the foregoing or any other provision in this Agreement to the contrary, the Company may unilaterally amend this Section 7(a)(iii) or eliminate the benefit provided hereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company or any of its subsidiaries or affiliates, including, without limitation, under Code Section 4980D; provided further that any reimbursements to which Executive becomes entitled pursuant this Section 7(a)(iii) shall be paid to Executive no later than the last day of the calendar month immediately following the calendar month to which they relate (provided, however, that the first such reimbursement shall be made within ten (10) days after the 60th day following Executive’s termination of employment and shall include all such reimbursements as may relate to periods prior to such date).

Termination by the Company Without Cause; Resignation by Executive for Good Reason. If before the expiration of the Term the Company terminates Executive’s employment without other than for Cause or Executive resigns for Good Reason during the Employment Term, then, subject to Sections 8 and 11(c)Reason, Executive will shall be entitled to: (i) (A) any unpaid Base Salary through Executive’s termination of employment; (B) reimbursement for any unreimbursed expenses incurred through Executive’s termination of employment; and (C) all other accrued payments or benefits to which Executive is entitled and has earned under receive from the terms of any applicable compensation arrangement or benefit plan or program (collectively, the “Accrued Obligations”). Accrued Obligations shall be paid to Executive in Company a lump sum in cash payment within thirty (30) days following after the termination date equal to Executive’s termination of employmentAccrued Amounts, unless otherwise required by law and his Vested Benefits shall be paid or provided in accordance with the terms of the any applicable compensation arrangement or employee benefit plan or program; plans. In addition, Executive will be entitled to (iii) receive continued payment of cash severance in an amount equal to (A) the number of months in the Severance Period, multiplied by (B) the Executive’s monthly then current Base Salary (at the level in effect immediately prior to his termination date), payable to Executive in substantially equal monthly installments in accordance with the Company’s standard payroll procedures, commencing on the 60th day following Executive’s termination of employment; (iii) to the extent Executive and Executive’s spouse and dependent children properly (and timely) elect COBRA continuation coverage under the Company’s group health plan, the Company shall reimburse Executive practices for the proportionate cost of the premiums due for such coverage, as determined by the cost ratio policy for the Company’s employees in effect from time to time, for a period beginning on Executive’s the termination date and ending on the earliest to occur 18-month anniversary of the termination date (Athe “Severance Period”); (ii) the date on which Executive is no longer entitled to COBRA continuation coverage under continue participation for himself and his covered dependents in the Company’s group health planmedical and dental benefit plans during the Severance Period at the same premium amount charged to active employees during such period (provided, such medical and dental benefit plan coverage shall cease on the date Executive becomes eligible for coverage under any medical plan provided by any subsequent employer or pursuant to a consulting arrangement); (Biii) the last day immediate vesting of a pro-rata portion of the month unvested Time-Based Equity Incentive (and any other unvested stock incentive awards held by Executive that includes or immediately precedes vest solely on account of the first day passage of time) that would have vested on December 31 of the year in which termination occurs had Executive’s employment not terminated; (iv) contingent upon the level of performance goal attainment for the Performance Year ending within the calendar year in which Executive’s employment terminates, vest in a pro-rata portion of the Performance-Based Equity Incentive in which the Executive is covered under another employer’s group health planwould have become vested had his employment not terminated during that calendar year, and (Cv) contingent upon the last day level of performance goal attainment for the Performance Year ending within the calendar year in which Executive’s employment terminates, receive a lump sum payment equal to a pro-rata portion of the month in which the Severance Period endsAnnual Bonus that Executive would have earned had his employment not terminated during that calendar year. For purposes of clauses (iii), whichever is shortest; provided, however, that notwithstanding the foregoing or any other provision in this Agreement to the contrary(iv) and (v) above, the Company may unilaterally amend this Section 7(a)(iii) or eliminate the benefit provided hereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges pro-ration shall be determined based on the Company or any number of its subsidiaries or affiliates, including, without limitation, under Code Section 4980D; provided further days that any reimbursements to which Executive becomes entitled pursuant this Section 7(a)(iii) shall be paid to Executive no later than have elapsed from the last first day of the calendar month immediately following the calendar month year to which they relate (provided, however, that the first such reimbursement shall be made within ten (10) days after the 60th day following Executive’s termination of employment date. Executive’s rights to the severance payments and benefits described in clauses (i) through (v) above are expressly conditioned on Executive having executed and delivered to the Company (no later than the 50th day following the date on which his employment terminated) and having not revoked, a general release of the Company and its affiliates substantially in the form attached hereto as Appendix A and Executive’s compliance with the requirements of Section 9. The salary continuation payments described in (i) above shall begin to be paid on the sixtieth (60th) day following the date on which Executive’s employment terminated (or such later date as may be required by Section 21(b)(ii)) (the “Severance Commencement Date”), and the first payment shall include all of the Base Salary payments that would otherwise have been paid during the period starting on the employment termination date and ending on the Severance Commencement Date. The lump-sum severance payment, if any, corresponding to Executive’s pro-rata Annual Bonus (described in clause (v) above), shall be paid by the Company to Executive within thirty (30) days following the final review by the Audit Committee of the Board of the Company’s audited financial statements for such reimbursements as may relate to periods prior to such date)Performance Year, and shall be paid in the fiscal year immediately following the Performance Year.

Termination by the Company Without Cause; Resignation by Executive for Good Reason. (A) If the Company terminates Executive’s employment hereunder is terminated by the Company without Cause pursuant to Section 7(b), or is terminated by Executive resigns for Good Reason during pursuant to Section 7(c), , then so long as (and only if) Executive: (1) executes on or before the Employment TermRelease Expiration Date (as defined below), and does not revoke within any time provided by the Company to do so, a release of all claims in a form acceptable to the Company (the “Release”), which Release shall release each member of the Company Group and their respective affiliates, and the foregoing entities’ respective shareholders, members, partners, officers, managers, directors, predecessors, successors, fiduciaries, employees, representatives, agents and benefit plans (and fiduciaries of such plans) from any and all claims, including any and all causes of action arising out of Executive’s employment, engagement, or affiliation with the Company and any other member of the Company Group or the termination of such employment, engagement or affiliation, but excluding all claims to severance payments Executive may have under this Section 7; and (2) abides by the terms of each of Sections 9, 10, and 11 then, subject in addition to Sections 8 and 11(cthe Accrued Obligations (which Executive shall be entitled to receive regardless of whether Executive satisfies the Release requirement described herein), Executive will be entitled tothe Company: (i1) (A) any unpaid Base Salary through Executive’s termination of employment; (B) reimbursement for any unreimbursed expenses incurred through Executive’s termination of employment; and (C) all other accrued Shall make severance payments or benefits to which Executive is entitled and has earned under the terms of any applicable compensation arrangement or benefit plan or program (collectively, the “Accrued Obligations”). Accrued Obligations shall be paid to Executive in a lump sum in cash within thirty (30) days following Executive’s termination of employment, unless otherwise required by law or the terms of the applicable compensation arrangement or benefit plan or program; (ii) payment of cash severance in an total amount equal to twelve (A12) the number months’ worth of months in the Severance Period, multiplied by (B) the Executive’s monthly Base Salary (at such total severance payments being referred to as the level in effect immediately prior to his termination date“Severance Payment”), payable to Executive in . The Severance Payment will be divided into substantially equal monthly installments in accordance with paid on the Company’s standard regular payroll procedures, commencing on dates following the 60th day following date that Executive’s termination of employment; employment terminates (iii) to the extent Executive and Executive’s spouse and dependent children properly (and timely) elect COBRA continuation coverage under the Company’s group health plansuch date, the Company shall reimburse Executive for the proportionate cost of the premiums due for such coverage, as determined by the cost ratio policy for the Company’s employees in effect from time to time, for a period beginning on Executive’s termination date and ending on the earliest to occur of (A) the date on which Executive is no longer entitled to COBRA continuation coverage under the Company’s group health plan, (B) the last day of the month that includes or immediately precedes the first day that Executive is covered under another employer’s group health plan, and (C) the last day of the month in which the Severance Period ends, whichever is shortest“Termination Date”); provided, however, that notwithstanding the foregoing or any other provision in this Agreement to the contrary, the Company may unilaterally amend this Section 7(a)(iii) or eliminate the benefit provided hereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company Company’s first regularly scheduled pay date that is on or any of its subsidiaries or affiliates, including, without limitation, under Code Section 4980D; provided further after the date that any reimbursements to which Executive becomes entitled pursuant this Section 7(a)(iii) shall be paid to Executive no later than the last day of the calendar month immediately following the calendar month to which they relate is sixty (provided, however, that the first such reimbursement shall be made within ten (1060) days after the 60th day Termination Date (the “First Payment Date”), the Company shall pay to Executive, without interest, a number of such installments equal to the number of such installments that would have been paid during the period beginning on the Termination Date and ending on the First Payment Date had the installments been paid on the Company’s regularly scheduled pay dates on or following the Termination Date, and each of the remaining installments shall be paid on the Company’s regularly scheduled pay dates applicable to the period through the remainder of the period that is twelve (12) months after the Termination Date. (2) If Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall provide for the payment of the Executive’s monthly COBRA payment for Executive and any of the Executive’s dependents that were participating in in such plan immediately prior to Executive’s termination (the “COBRA Subsidy”). The Company shall provide the COBRA Subsidy until the earliest of: (i) the twelve (12) month anniversary of the Termination Date, or (ii) the date Executive is no longer eligible to receive COBRA continuation coverage. If the Company cannot provide the COBRA Subsidy without violating applicable law or is otherwise unable to continue to cover the Executive or the Executive’s dependents under its group health insurance plans, then the Company shall pay the Executive an equivalent monthly cash payment such that Executive receives, on an after-tax basis, the same amount reimbursement for COBRA benefits for a period of twelve (12) months. (B) For the avoidance of doubt, the Severance Payment (and any portion thereof) and the COBRA Subsidy shall not be payable if (1) Executive’s employment hereunder terminates due to Executive’s death, Disability, resignation without Good Reason, or termination by the Company for Cause. (C) If the Release is not executed and returned to the Company on or before the Release Expiration Date, or the required revocation period has not fully expired without revocation of the Release by Executive, then Executive shall not be entitled to any portion of the Severance Payment. As used herein, the “Release Expiration Date” is that date that is twenty-one (21) days following the date upon which the Company delivers the Release to Executive (which shall occur no later than seven (7) days after the Termination Date) or, in the event that such termination of employment and shall include all is “in connection with an exit incentive or other employment termination program” (as such reimbursements as may relate to periods prior to phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date).