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

Termination by the Company without Cause; Termination by the Executive for Good Reason. (a) The Company may terminate the Executive's employment at any time for any reason or no reason. If the Company terminates the Executive's employment and the termination is not covered by Section 4 or 5.1 or the Executive terminates service for "Good Reason", (i) the Executive shall receive Annual Salary and other benefits earned and accrued under this Agreement and the Company's Milestone Incentive Compensation Plan to the extent benefits are earned, accrued and payable under the terms of such plan prior to the termination of employment (and reimbursement under this Agreement for expenses incurred prior to the termination of employment); (ii) the Executive shall receive (A) a cash payment equal to 100% of the Executive's Annual Salary (as in effect immediately before such termination), payable no later than 15 days after such termination and (B) for a period of 12 months after termination of employment such continuing coverage under the group health plan and the basic life insurance plan as the Executive was receiving at the time of such termination of employment at the same cost to the Executive as that paid by active executive-level employees; (iii) the Executive shall have a non-forfeitable right to, and shall be entitled to receive, the consideration payable to the Executive under the Merger Agreement with respect to which the Executive's rights were not vested at Closing (as defined in the Merger Agreement) and which has not yet been paid as of the date of termination; (iv) the Executive shall be entitled to receive all payments that he would have received under the Company's Milestone Incentive Plan if he had remained employed through the Performance Period (as defined in the Milestone Incentive Plan); and (v) the Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder; provided that the Company's obligations with respect to the payments and benefits provided for in this Section 5.2(a) are conditioned upon the Executive's execution of a General Release in the standard form used by the Company. It is expressly understood and agreed that any payment made pursuant to this Section 5.2(a) shall be in lieu of any other payments that may otherwise be due to the Executive under any severance or separation plan, program or policy of the Company.

Termination by the Company without Cause; Termination by the Executive for Good Reason. (a) The Company may terminate During the Executive's employment at any time for any reason or no reason. If Term, the Company terminates the Executive's employment and the termination is not covered by Section 4 or 5.1 or the Executive terminates service for "Good Reason", (i) the Executive shall receive Annual Salary and other benefits earned and accrued under this Agreement and the Company's Milestone Incentive Compensation Plan to the extent benefits are earned, accrued and payable under the terms of such plan prior to the termination of employment (and reimbursement under this Agreement for expenses incurred prior to the termination of employment); (ii) the Executive shall receive (A) a cash payment equal to 100% of the Executive's Annual Salary (as in effect immediately before such termination), payable no later than 15 days after such termination and (B) for a period of 12 months after termination of employment such continuing coverage under the group health plan and the basic life insurance plan as the Executive was receiving at the time of such termination of employment at the same cost to the Executive as that paid by active executive-level employees; (iii) the Executive shall have a non-forfeitable right to, and shall be entitled to receive, the consideration payable to the Executive under the Merger Agreement with respect to which the terminate Executive's rights were not vested at Closing ’s employment without Cause (as defined below), and the Executive is also entitled to terminate his employment for Good Reason (as defined below), in the Merger Agreement) and which has not yet been paid as of the date of termination; (iv) the case Executive shall be entitled to receive all payments that he would have received under the following severance benefits (the “Severance Payments”), in addition to accrued salary and bonus, and accrued and unused vacation, through Executive’s last day of employment: (i) Executive shall be entitled to severance pay in the form of continuation of Executive’s Base Salary in effect on the effective date of termination for a period of twelve (12) months after the date of such termination, to be paid periodically in accordance with the Company's Milestone Incentive Plan ’s normal payroll practices and subject to standard payroll deductions and withholdings; (ii) if he had remained employed through Executive timely elects continued coverage under COBRA, then (A) the Performance Period Company shall make such COBRA coverage (as defined or equivalent medical benefits after the termination of COBRA) available for at least 18 months following termination and (B) the Company shall pay the COBRA premiums necessary to continue Executive’s medical insurance coverage in effect on the Milestone Incentive Plantermination date for a period of twelve (12) months following Executive’s termination (provided that such COBRA continuation and reimbursement shall terminate upon commencement of new employment by an employer that offers health care coverage to its employees); and (viii) a pro-rata portion of the Executive’s annual target bonus for the calendar year in which the termination occurs. Notwithstanding the foregoing, all Severance Payments under this Agreement are conditional on Executive (i) complying with the provisions of Section 7 below, and (ii) delivering prior to receipt of such severance payments, an effective, general release of claims in favor of the Company or its successor, its subsidiaries and their respective directors, officers and stockholders in a form acceptable to the Company or its successor. In the event that the Company determines that any severance benefit provided hereunder fails to satisfy the distribution requirement of Section 409A(a)(2)(A) of the Internal Revenue Code (“Code”) as a result of Section 409A(a)(2)(B)(i) of the Code, then if an accelerated payment of such benefits would cause such benefit not to be subject to the provisions of Section 409A(a)(1) of the Code, the payment of such benefits shall have no further rights be accelerated to any other compensation or benefits hereunder on or the minimum extent necessary so that the benefit is not subject to the provisions of Section 409A(a)(1) of the Code. (The payment schedule as revised after the termination application of employmentthe preceding sentence shall be referred to as the “Revised Payment Schedule.”) However, or any other rights hereunder; provided that in the Company's obligations with respect event the accelerated payment of such benefits would not avoid the application of Section 409A (a)(1) of the Code, the payment of such benefits shall not be made pursuant to the payments original payment schedule or the Revised Payment Schedule and instead the payment of such benefits provided for in this shall be delayed to the minimum extent necessary so that such benefits are not subject to the provisions of Section 5.2(a409A(a)(1) are conditioned upon of the Executive's execution of a General Release in Code. The Board may attach conditions to or adjust the standard form used by the Company. It is expressly understood and agreed that any payment made amount paid pursuant to this Section 5.2(a6(b)(iv) to preserve, as closely as possible, the economic consequences that would have applied in the absence of this Section 6(b)(iv); provided, however, that no such condition or adjustment shall result in the payments being subject to Section 409A(a)(1) of the Code. Notwithstanding any other provisions in this Agreement, it shall be in lieu a prerequisite of any other payments termination by Executive for Good Reason that may otherwise be due to Executive shall have given the Company written notice within sixty (60) days following the date Executive under any severance or separation plan, program or policy becomes aware of the Companyevent or events giving rise to Good Reason, specifying in reasonable detail the nature and circumstances of such Good Reason, and giving the Company thirty (30) days to cure any such Good Reason prior to any such termination, and if uncured, the termination for Good Reason must occur within ninety (90) days of the end of such cure period.

Termination by the Company without Cause; Termination by the Executive for Good Reason. (a) The Company may terminate the Executive's employment at any time for any reason or no reason. If the Company terminates the Executive's employment and the termination is not covered by Section 4 or 5.1 or the Executive terminates service for "Good Reason", (i) the Executive shall receive Annual Salary and other benefits earned and accrued under this Agreement and the Company's Milestone Incentive Compensation Plan to the extent benefits are earned, accrued and payable under the terms of such plan prior to the termination of employment (and reimbursement under this Agreement for expenses incurred prior to the termination of employment); (ii) the Executive shall receive (A) a cash payment equal to 100% of the Executive's Annual Salary (as in effect immediately before such termination), payable no later than 15 days after such termination and (B) for a period of 12 months after termination of employment such continuing coverage under the group health plan and the basic life insurance plan as the Executive was receiving at the time of such termination of employment at the same cost to the Executive as that paid by active executive-level employees; (iii) the Executive shall have a non-forfeitable right to, and shall be entitled to receive, the consideration payable to the Executive under the Merger Agreement with respect to which the Executive's rights were not vested vested-at Closing (as defined in the Merger Agreement) and which has not yet been paid as of the date of termination; (iv) the Executive shall be entitled to receive all payments that he would have received under the Company's Milestone Incentive Plan if he had remained employed through the Performance Period (as defined in the Milestone Incentive Plan); and (v) the Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder; provided that the Company's obligations with respect to the payments and benefits provided for in this Section 5.2(a) are conditioned upon the Executive's execution of a General Release in the standard form used by the Company. It is expressly understood and agreed that any payment made pursuant to this Section 5.2(a) shall be in lieu of any other payments that may otherwise be due to the Executive under any severance or separation plan, program or policy of the Company.