Common use of Termination by the Company Without Good Cause Clause in Contracts

Termination by the Company Without Good Cause. Upon termination of this Agreement by the Company without “Good Cause” as defined under the provisions of Section 3.1(a) above, Executive shall be entitled to the following severance benefits: (i) payment, in a lump sum, of any all base salary due and owing to him through the date of termination, plus an amount equal to his earned but unused vacation through the date of termination, reimbursement for all reasonable expenses and any earned but unpaid and undeferred bonus attributable to the year that ends immediately before the year in which the Executive’s termination occurs; and (ii) subject to the provisions of Section 5.1 below, payment, in a lump sum of an amount equal to fifty percent (50%) of Executive’s current annual base salary, less deductions required by law. (iii) immediate vesting of all unvested equity compensation held by the Executive as of the date of termination. (iv) if the Executive (including, if applicable, the Executive’s spouse and dependents) timely elects to continue Executive’s medical, dental, and vision benefits under COBRA then, contingent upon the Executive paying his portion of the monthly COBRA premium, the Company shall pay its share of the monthly premium (if any) under COBRA to the same extent it pays for coverage for an active employee until the earliest of (a) the end of the twelve (12) month period that commences with the Executive’s termination of employment or (b) the Executive becomes eligible for group medical, dental, and vision coverage through another employer. As a condition of the Company paying a pro rata portion of the monthly premium for a portion of the Executive’s continuation coverage period the Executive will be required to notify the Company upon becoming eligible for group medical, dental and vision benefits from another employer during such twelve (12) month period. At the end of any Company-paid period of COBRA coverage, the Executive may, at his own expense, continue COBRA coverage for the remainder of the period for which the Executive is eligible. The payments provided for in Section 3.2(a) or 3.2(b)(i) and (ii) or 3.2(d), as applicable, shall be paid on the date immediately following the Executive’s termination. All such payments will be subject to applicable payroll or other taxes required to be withheld by the Company. However, in the event it is determined that the Executive is a “Specified Employee” as defined in Section 409A(a)(2)(B)(i) of the Code any payment to be made under this Agreement that is “nonqualified deferred compensation” subject to Section 409A of the Code shall be delayed for six months following the Executive’s termination of employment.

Termination by the Company Without Good Cause. Upon termination of The Company may terminate this Agreement by Employment Contract at any time without Good Cause. If the Company terminates this Employment Contract without “Good Cause” as defined under the provisions of Section 3.1(a) above, Executive shall be entitled to the following severance benefits: (i) payment, in a lump sum, of any all base salary due and owing to him through the date of termination, plus an amount equal to his earned but unused vacation through the date of termination, reimbursement for all reasonable expenses and any earned but unpaid and undeferred bonus attributable to the year that ends immediately before the year in which the Executive’s termination occurs; and (ii) subject to the provisions of Section 5.1 below, payment, in a lump sum of an amount equal to fifty percent (50%) of Executive’s current annual base salary, less deductions required by law. (iii) immediate vesting of all unvested equity compensation held by the Executive as of the date of termination. (iv) if the Executive (including, if applicable, the Executive’s spouse and dependents) timely elects to continue Executive’s medical, dental, and vision benefits under COBRA then, contingent upon the Executive paying his portion of the monthly COBRA premium, the Company shall pay its share of the monthly premium (if any) under COBRA to the same extent it pays for coverage for Employee an active employee until amount equal to (i) any earned but unpaid Base Salary accrued through the earliest date of (a) the end of the termination plus twelve (12) month period months of Base Salary, and (ii) reimbursement for the COBRA premiums actually incurred by Employee for continued health care coverage for Employee and his covered dependents for twelve (12) months. For compliance with Section 409A of the Internal Revenue Code of 1986, no amounts shall be payable to the Employee (or his spouse or dependents) under this subsection before the date that commences with is six (6) months following the Executivedate of the Employee’s termination of employment. On the date that is six (6) months following the date of the Employee’s termination of employment or hereunder, the Employee shall be paid a lump sum amount representing (bA) the Executive becomes eligible for group medicalamounts that would have been paid under subsection (i) of this section, dental, and vision coverage through another employer. As a condition of plus (B) the Company paying a pro rata portion of amounts that would have been reimbursed to him during the monthly premium for a portion of the Executive’s continuation coverage 6-month delay period the Executive will be required to notify the Company upon becoming eligible for group medical, dental and vision benefits from another employer during such twelve (12) month period. At the end of any Company-paid period of COBRA coverage, the Executive may, at his own expense, continue COBRA coverage for the remainder of the period for which the Executive is eligible. The payments provided for in Section 3.2(a) or 3.2(b)(i) and under subsection (ii) but for the delay provision, and thereafter, the Employee (or 3.2(d)his spouse or dependents, as applicable) shall receive monthly cash payments for the reimbursement of the amounts described in subsection (ii). In addition, subject to the specific provisions of subsection 3(b), any discretionary bonus determined by the Board for the Employee following his termination of employment due to termination without Good Cause shall be paid on payable no later than December 31st of the date immediately following calendar year in which the Executive’s termination. All such payments will be subject to applicable payroll or other taxes required to be withheld by Board makes the Company. However, in the event it is determined determination that the Executive Employee is a “Specified Employee” as defined in Section 409A(a)(2)(B)(i) of the Code any payment entitled to be made under this Agreement that is “nonqualified deferred compensation” subject to Section 409A of the Code shall be delayed for six months following the Executive’s termination of employmentsuch bonus.”

Termination by the Company Without Good Cause. Upon termination of this Agreement by the Company without “Good Cause” as defined under the provisions of Section 3.1(a) above, Executive shall be entitled to the following severance benefits: (i) payment, in a lump sum, of any and all base salary due and owing to him through the date of termination, plus an amount equal to his earned but unused vacation through the date of termination, reimbursement for all reasonable expenses and any earned but unpaid and undeferred bonus attributable to the year that ends immediately before the year in which the Executive’s termination occurs; and (ii) subject to the provisions of Section 5.1 below, payment, in a lump sum of an amount equal to fifty percent (50%) of Executive’s current annual base salary, less deductions required by law. (iii) immediate vesting of all unvested equity compensation held by the Executive as of the date of termination. (iv) if the Executive (( including, if applicable, the Executive’s spouse and dependents) timely elects to continue Executive’s medical, dental, and vision benefits under COBRA then, contingent upon the Executive paying his portion of the monthly COBRA premium, the Company shall pay its share of the monthly premium (if any) under COBRA to the same extent it pays for coverage for an active employee until the earliest of (a) the end of the twelve (12) month period that commences with the Executive’s termination of employment or (b) the Executive becomes eligible for group medical, dental, and vision coverage through another employer. As a condition of the Company paying a pro rata portion of the monthly premium for a portion of the Executive’s continuation coverage period the Executive will be required to notify the Company upon becoming eligible for group medical, dental and vision benefits from another employer during such twelve (12) month period. At the end of any Company-paid period of COBRA coverage, the Executive may, at his own expense, continue COBRA coverage for the remainder of the period for which the Executive is eligible. The payments provided for in Section 3.2(a) or 3.2(b)(i) and (ii) or 3.2(d), as applicable, shall be paid on the date immediately following the Executive’s termination. All such payments will be subject to applicable payroll or other taxes required to be withheld by the Company. However, in the event it is determined that the Executive is a “Specified Employee” as defined in Section 409A(a)(2)(B)(i) of the Code any payment to be made under this Agreement that is “nonqualified deferred compensation” subject to Section 409A of the Code shall be delayed for six months following the Executive’s termination of employment.

Termination by the Company Without Good Cause. Upon termination of this Agreement by the Company without “Good Cause” as defined under the provisions of Section 3.1(a) above, Executive shall be entitled to the following severance benefits: (i) payment, in a lump sum, of any and all base salary due and owing to him through the date of termination, plus an amount equal to his earned but unused vacation through the date of termination, reimbursement for all reasonable expenses and any earned but unpaid and undeferred bonus attributable to the year that ends immediately before the year in which the Executive’s termination occurs; and (ii) subject to the provisions of Section 5.1 below, payment, in a lump sum of an amount equal to fifty percent (50%) of Executive’s current annual base salary, less deductions required by law. (iii) immediate vesting of all unvested equity compensation held by the Executive as of the date of termination. (iv) if the Executive (including, if applicable, the Executive’s spouse and dependents) timely elects to continue Executive’s medical, dental, and vision benefits under COBRA thenthan, contingent upon the Executive paying his portion of the monthly COBRA premium, the Company shall pay its share of the monthly premium (if any) under COBRA to the same extent it pays for coverage for an active employee until the earliest of (a) the end of the twelve (12) month period that commences with the Executive’s termination of employment or (b) the Executive becomes eligible for group medical, dental, and vision coverage through another employer. As a condition of the Company paying a pro rata portion of the monthly premium for a portion of the Executive’s continuation coverage period the Executive will be required to notify the Company upon becoming eligible for group medical, dental and vision benefits from another employer during such twelve (12) month period. At the end of any Company-paid period of COBRA coverage, the Executive may, at his own expense, continue COBRA coverage for the remainder of the period for which the Executive is eligible. The payments provided for in Section 3.2(a) or 3.2(b)(i3.2(b)(1) and (ii) or 3.2(d), as applicable, shall be paid on the date immediately following the Executive’s termination. All such payments will be subject to applicable payroll or other taxes required to be withheld by the Company. However, in the event it is determined that the Executive is a “Specified Employee” as defined in Section 409A(a)(2)(B)(i) of the Code any payment to be made under this Agreement that is “nonqualified deferred compensation” subject to Section 409A of the Code shall be delayed for six months following the Executive’s termination of employment.

Termination by the Company Without Good Cause. Upon termination of The Company may terminate this Agreement by Employment Contract at any time without Good Cause. If the Company terminates this Employment Contract without “Good Cause” as defined under the provisions of Section 3.1(a) above, Executive shall be entitled to the following severance benefits: (i) payment, in a lump sum, of any all base salary due and owing to him through the date of termination, plus an amount equal to his earned but unused vacation through the date of termination, reimbursement for all reasonable expenses and any earned but unpaid and undeferred bonus attributable to the year that ends immediately before the year in which the Executive’s termination occurs; and (ii) subject to the provisions of Section 5.1 below, payment, in a lump sum of an amount equal to fifty percent (50%) of Executive’s current annual base salary, less deductions required by law. (iii) immediate vesting of all unvested equity compensation held by the Executive as of the date of termination. (iv) if the Executive (including, if applicable, the Executive’s spouse and dependents) timely elects to continue Executive’s medical, dental, and vision benefits under COBRA then, contingent upon the Executive paying his portion of the monthly COBRA premium, the Company shall pay its share to Employee an amount equal to (i) any earned but unpaid Base Salary accrued through the date of termination plus the monthly premium (if any) under COBRA to Base Salary due the same extent it pays for coverage for an active employee until the earliest of (a) the end of the twelve (12) month period that commences with the Executive’s termination of employment or (b) the Executive becomes eligible for group medical, dental, and vision coverage through another employer. As a condition of the Company paying a pro rata portion of the monthly premium for a portion of the Executive’s continuation coverage period the Executive will be required to notify the Company upon becoming eligible for group medical, dental and vision benefits from another employer during such twelve (12) month period. At the end of any Company-paid period of COBRA coverage, the Executive may, at his own expense, continue COBRA coverage Employee for the remainder of the period Initial Term, but in no event for which the Executive is eligible. The payments provided for in Section 3.2(aless than twelve (12) or 3.2(b)(i) months, and (ii) or 3.2(d), as applicable, shall be paid on reimbursement for the date immediately following the Executive’s terminationCOBRA premiums actually incurred by Employee for continued health care coverage for Employee and his covered dependents for twelve (12) months. All such payments will be subject to applicable payroll or other taxes required to be withheld by the Company. However, in the event it is determined that the Executive is a “Specified Employee” as defined in Section 409A(a)(2)(B)(i) of the Code any payment to be made under this Agreement that is “nonqualified deferred compensation” subject to For compliance with Section 409A of the Internal Revenue Code of 1986, no amounts shall be delayed for payable to the Employee (or his spouse or dependents) under this subsection before the date that is six (6) months following the Executivedate of the Employee’s termination of employment. On the date that is six (6) months following the date of the Employee’s termination of employment hereunder, the Employee shall be paid a lump sum amount representing (A) the amounts that would have been paid under subsection (i) of this section, plus (B) the amounts that would have been reimbursed to him during the 6-month delay period under subsection (ii) but for the delay provision, and thereafter, the Employee (or his spouse or dependents, as applicable) shall receive monthly cash payments for the reimbursement of the amounts described in subsection (ii). In addition, subject to the specific provisions of subsection 3(b), any discretionary bonus determined by the Board for the Employee following his termination of employment due to termination without Good Cause shall be payable no later than December 31 of the calendar year in which the Board makes the determination that the Employee is entitled to such bonus.

Termination by the Company Without Good Cause. Upon termination of this Agreement by the Company without “Good Cause” as defined under the provisions of Section 3.1(a) above, Executive shall be entitled to the following severance benefits: (i) payment, in a lump sum, of any and all base salary due and owing to him through the date of termination, plus an amount equal to his earned but unused vacation through the date of termination, reimbursement for all reasonable expenses and any earned but unpaid and undeferred bonus attributable to the year that ends immediately before the year in which the Executive’s termination occurs; and (ii) subject to the provisions of Section 5.1 below, payment, in a lump sum of an amount equal to fifty seventy percent (5070%) of Executive’s current annual base salary, less deductions required by law. (iii) immediate vesting of all unvested equity compensation held by the Executive as of the date of termination. (iv) if the Executive (including, if applicable, the Executive’s spouse and dependents) timely elects to continue Executive’s medical, dental, and vision benefits under COBRA thenthan, contingent upon the Executive paying his portion of the monthly COBRA premium, the Company shall pay its share of the monthly premium (if any) under COBRA to the same extent it pays for coverage for an active employee until the earliest of (a) the end of the twelve (12) month period that commences with the Executive’s termination of employment or (b) the Executive becomes eligible for group medical, dental, and vision coverage through another employer. As a condition of the Company paying a pro rata portion of the monthly premium for a portion of the Executive’s continuation coverage period the Executive will be required to notify the Company upon becoming eligible for group medical, dental and vision benefits from another employer during such twelve (12) month period. At the end of any Company-paid period of COBRA coverage, the Executive may, at his own expense, continue COBRA coverage for the remainder of the period for which the Executive is eligible. The payments provided for in Section 3.2(a) or 3.2(b)(i) and (ii) or 3.2(d), as applicable, shall be paid on the date immediately following the Executive’s termination. All such payments will be subject to applicable payroll or other taxes required to be withheld by the Company. However, in the event it is determined that the Executive is a “Specified Employee” as defined in Section 409A(a)(2)(B)(i) of the Code any payment to be made under this Agreement that is “nonqualified deferred compensation” subject to Section 409A of the Code shall be delayed for six months following the Executive’s termination of employment.

Termination by the Company Without Good Cause. Upon termination of this Agreement by the Company without “Good Cause” as defined under the provisions of Section 3.1(a) above, Executive shall be entitled to the following severance benefits: (i) payment, in a lump sum, of any and all base salary due and owing to him through the date of termination, plus an amount equal to his earned but unused vacation through the date of termination, reimbursement for all reasonable expenses and any earned but unpaid and undeferred bonus attributable to the year that ends immediately before the year in which the Executive’s termination occurs; and (ii) subject to the provisions of Section 5.1 below, payment, in a lump sum of an amount equal to fifty percent (50%) of Executive’s current annual base salary, less deductions required by law. (iii) immediate vesting of all unvested equity compensation held by the Executive as of the date of termination. (iv) if the Executive (including, if applicable, the Executive’s spouse and dependents) timely elects to continue Executive’s medical, dental, and vision benefits under COBRA thenthan, contingent upon the Executive paying his portion of the monthly COBRA premium, the Company shall pay its share of the monthly premium (if any) under COBRA to the same extent it pays for coverage for an active employee until the earliest of (a) the end of the twelve (12) month period that commences with the Executive’s termination of employment or (b) the Executive becomes eligible for group medical, dental, and vision coverage through another employer. As a condition of the Company paying a pro rata portion of the monthly premium for a portion of the Executive’s continuation coverage period the Executive will be required to notify the Company upon becoming eligible for group medical, dental and vision benefits from another employer during such twelve (12) month period. At the end of any Company-paid period of COBRA coverage, the Executive may, at his own expense, continue COBRA coverage for the remainder of the period for which the Executive is eligible. The payments provided for in Section 3.2(a) or 3.2(b)(i) and (ii) or 3.2(d), as applicable, shall be paid on the date immediately following the Executive’s termination. All such payments will be subject to applicable payroll or other taxes required to be withheld by the Company. However, in the event it is determined that the Executive is a “Specified Employee” ’’ as defined in Section 409A(a)(2)(B)(i) of the Code any payment to be made under this Agreement that is “nonqualified deferred compensation” subject to Section 409A of the Code shall be delayed for six months following the Executive’s termination of employment.