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

Termination by the Company Without Just Cause. The Company may terminate Employee’s employment at any time without Just Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s employment is terminated by the Company without Just Cause (other than due to death or Disability), Employee shall be entitled to: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are m paid to other senior executives of the Company, but in no event later than the date that is 21/2 months following the last day of the fiscal year in which such termination occurred; (iii) Continued payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices; (iv) Subject to Employee’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month of the Severance Term, the Company will pay Employee a amount equal to the “applicable percentage” of the monthly COBRA premium cost (which, for purposes hereof, shall be the percentage of Employee’s health care premium costs covered by the Company as of the date of termination); provided, that the payments pursuant to this clause (iv) shall cease earlier than the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits, including through a spouse’s employer, during the Severance Term; and (v) In the event that such termination occurs within twelve (12) months following a Change in Control: (A) accelerated vesting of all of Employee’s stock options and other equity-based awards and continued exercisability of Employee’s stock options in accordance with the terms of the plan document governing such awards; and (B) an amount equal to the Target Bonus, payable in substantially equal monthly installments during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of the Non-Interference Agreement. Following such termination of Employee’s employment by the Company without Just Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Just Cause shall be receipt of the Severance Benefits.

Termination by the Company Without Just Cause. The Company may terminate Employee’s employment at any time without Just Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s employment is terminated by the Company without Just Cause (other than due to death or Disability), Employee shall be entitled to: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are m paid to other senior executives of the Company, but in no event later than the date that is 21/2 2½ months following the last day of the fiscal year in which such termination occurred; (iii) Continued payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices; (iv) Subject to Employee’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month of the Severance Term, the Company will pay Employee a an amount equal to the “applicable percentage” of the monthly COBRA premium cost (which, for purposes hereof, shall be the percentage of Employee’s health care premium costs covered by the Company as of the date of termination); provided, that the payments pursuant to this clause (iv) shall cease earlier than the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits, including through a spouse’s employer, during the Severance Term; and (v) In the event that such termination occurs within twelve (12) months following a Change in Control: (A) accelerated vesting of all of Employee’s stock options and other equity-based awards and continued exercisability of Employee’s stock options in accordance with the terms of the plan document governing such awards; and (B) an amount equal to the Target Bonus, payable in substantially equal monthly installments during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of the Non-Interference Agreement. Following such termination of Employee’s employment by the Company without Just Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Just Cause shall be receipt of the Severance Benefits.

Termination by the Company Without Just Cause. The If the Company may elects to terminate Employee’s your employment at any time without for reasons other than Cause or Just Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s employment is terminated then it may do so, for any reason not prohibited by the Company without Just Cause (other than due to death or Disability)statute, Employee shall be entitled to: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are m paid to other senior executives of the Companyby providing you with all of, but in no event later than the date that is 21/2 months following the last day of the fiscal year in which such termination occurred; (iii) Continued payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices; (iv) Subject to Employee’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month of the Severance Termmore than, the Company will pay Employee a amount equal to the “applicable percentage” of the monthly COBRA premium cost (which, for purposes hereof, shall be the percentage of Employee’s health care premium costs covered by the Company as of the date of termination); provided, that the payments pursuant to this clause (iv) shall cease earlier than the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits, including through a spouse’s employer, during the Severance Term; and (v) In the event that such termination occurs within twelve (12) months following a Change in Controlfollowing: (A) accelerated The greater of: i. Eighteen (18) months’ notice or payment of base salary (plus applicable vacation pay calculated based on your maximum ESA vacation pay entitlement) in lieu of such notice, which amount is inclusive of and not in addition to your entitlement to statutory notice and any applicable statutory severance pursuant to the ESA; or ii. the minimum amount of notice or pay in lieu of notice together with any applicable statutory severance (together with applicable vacation pay) in accordance with and limited to the provisions of the ESA; (B) one and a half times the average actual amounts paid as STI during the prior two years; (C) the vesting of any outstanding PSUs (at actual performance levels), for all years already certified by the Board of Employee’s stock options Directors or any responsible committee thereof; (D) the continuation of any statutorily prescribed benefits for the minimum amount of time prescribed by the provisions of the ESA; and (E) any other minimum statutory requirements not aforementioned, calculated to the end of your ESA notice period. You understand and other equity-based awards agree that as a condition of receiving any payments pursuant to the above paragraph that exceed the statutory entitlements provided by the ESA, you shall be required to: (a) execute a release in favour of the Company, (b) immediately execute written resignations from any position as officer or director of the Company or any of its subsidiaries and continued exercisability affiliates, (c) immediately return all Company property, as well as (d) immediately comply with section 7 of Employee’s stock options the Intellectual Property and Confidential Information Agreement. You also understand and agree that you shall be obligated to use all reasonable efforts to mitigate any and all damages suffered as a result of termination, with all remuneration received as a result of such mitigation forming a credit to those payments that are due by the Company to you pursuant to paragraph 7(b)(i) which are in excess of the statutory entitlements provided by the ESA. Any incentive compensation owing to you will be calculated and paid out in the usual manner and at the usual time in accordance with the terms of the plan document governing such awards; and (B) an amount equal applicable plan/program then in effect, but subject to the Target Bonus, payable in substantially equal monthly installments during the Severance Term. Notwithstanding the foregoing, the payments terms and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision conditions of the Non-Interference Agreementapplicable plan on termination or resignation of employment. Following such termination of Employee’s employment by the Company without Just Cause, except as set forth in this Section 8(d), Employee shall have no further rights Any base salary paid to any compensation or any other benefits you under this Agreement. For paragraph 7(b)(a)(i) will be paid on a lump sum or salary continuance basis, at the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Just Cause shall be receipt discretion of the Severance BenefitsCompany, provided however that any portion of same which constitutes statutory severance will be paid on a lump sum basis.

Termination by the Company Without Just Cause. The Company may terminate Employee’s employment at any time without Just Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s employment is terminated by the Company without Just Cause (other than due to death or Disability), Employee shall be entitled to: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are m paid to other senior executives of the Company, but in no event later than the date that is 21/2 2 1/2 months following the last day of the fiscal year in which such termination occurred; (iii) Continued payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices; (iv) Subject to Employee’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month of the Severance Term, the Company will pay Employee a amount equal to the “applicable percentage” of the monthly COBRA premium cost (which, for purposes hereof, shall be the percentage of Employee’s health care premium costs covered by the Company as of the date of termination); provided, that the payments pursuant to this clause (iv) shall cease earlier than the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits, including through a spouse’s employer, during the Severance Term; and (v) In the event that such termination occurs within twelve (12) months following a Change in Control: (A) accelerated vesting of all of Employee’s stock options and other equity-based awards and continued exercisability of Employee’s stock options in accordance with the terms of the plan document governing such awards; and (B) an amount equal to the Target Bonus, payable in substantially equal monthly installments during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of the Non-Interference Agreement. Following such termination of Employee’s employment by the Company without Just Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Just Cause shall be receipt of the Severance Benefits.

Termination by the Company Without Just Cause. The Company may terminate Employee’s employment at any time without Just Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s employment is terminated by the Company without Just Cause (other than due to death or Disability), Employee shall be entitled to: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are m paid to other senior executives of the Company, but in no event later than the date that is 21/2 2 1⁄2 months following the last day of the fiscal year in which such termination occurred; (iii) Continued payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices; (iv) Subject to Employee’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month of the Severance Term, the Company will pay Employee a an amount equal to the “applicable percentage” of the monthly COBRA premium cost (which, for purposes hereof, shall be the percentage of Employee’s health care premium costs covered by the Company as of the date of termination); provided, that the payments pursuant to this clause (iv) shall cease earlier than the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits, including through a spouse’s employer, during the Severance Term; and (v) In the event that such termination occurs within twelve (12) months following a Change in Control: (A) accelerated vesting of all of Employee’s stock options and other equity-based awards and continued exercisability of Employee’s stock options in accordance with the terms of the plan document governing such awards; and (B) an amount equal to the Target Bonus, payable in substantially equal monthly installments during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of the Non-Interference Agreement. Following such termination of Employee’s employment by the Company without Just Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Just Cause shall be receipt of the Severance Benefits.

Termination by the Company Without Just Cause. The Company may terminate Employee’s employment at any time without Just Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s employment is terminated by the Company without Just Cause (other than due to death or Disability), Employee shall shall, in addition her entitlement to a period of notice or a payment in lieu of notice as set out above, provided she enters into a Release of Claims under the terms offered to her by the Company, be entitled to: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are m paid to other senior executives of the Company, but in no event later than the date that is 21/2 2% months following the last day of the fiscal year in which such termination occurred; (iii) Continued payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices; (iv) Subject to Employee’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month of the Severance Term, the Company will pay Employee a an amount equal to the “applicable percentage” of the monthly COBRA premium cost (which, for purposes hereof, shall be the percentage of Employee’s health care premium costs covered by the Company as of the date of termination); provided, that the payments pursuant to this clause (iv) shall cease earlier than the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits, including through a spouse’s employer, during the Severance Term; and (v) In the event that such termination occurs within twelve (12) months following a Change in Control: (A) accelerated vesting of all of Employee’s stock options and other equity-based awards and continued exercisability of Employee’s stock options in accordance with the terms of the plan document governing such awards; and (B) an amount equal to the Target Bonus, payable in substantially equal monthly installments during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of the Non-Interference Agreement. Following such termination of Employee’s employment by the Company without Just just Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Just Cause shall be receipt of the Severance Benefits.

Termination by the Company Without Just Cause. The Company may will have the unilateral right to terminate EmployeeExecutive’s employment with Company at any time without Just Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s employment Executive is terminated by the Company without Just Cause (other than due to death upon Permanent Disability) or Disabilityresigns for Good Reason (as defined below), Employee shall be entitled to: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are m paid to other senior executives of the Company, but in no event later than the date that is 21/2 months following the last day of the fiscal year in which such termination occurred; (iii) Continued payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices; (iv) Subject obligation to Employee’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month of the Severance Term, the Company will pay Employee a amount equal to the “applicable percentage” of the monthly COBRA premium cost (which, for purposes hereof, shall be the percentage of Employee’s health care premium costs covered by the Company as of the date of termination); provided, that the make payments pursuant to this clause (iv) hereunder shall cease earlier than upon the expiration resulting termination of the Severance Term in the event that Employee becomes eligible to receive any health benefits, including through a spouseExecutive’s employer, during the Severance Term; and (v) In the event that such termination occurs within twelve (12) months following a Change in Control: (A) accelerated vesting of all of Employee’s stock options and other equity-based awards and continued exercisability of Employee’s stock options in accordance with the terms of the plan document governing such awards; and (B) an amount equal to the Target Bonus, payable in substantially equal monthly installments during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminateemployment, and the Company shall have no further obligation to make any payments to Executive except as provided in this paragraph 8(d). The Company shall pay Executive (1) on the date of termination of Executive’s employment with Company (the “Termination Date”), any salary earned but unpaid prior to termination and all accrued but unused vacation and (2) within 90 days following the Termination Date, any business expenses referred to in paragraph 6(b) that were incurred but not reimbursed as of the Termination Date. Executive must submit appropriate documentation as required by paragraph 6(b) for any business expenses that were incurred prior to termination within such 90-day period or Executive will forfeit his right to reimbursement for those expenses. In addition, upon the execution and effectiveness of a separation agreement and general release of all claims in substantially the form (or as may be reasonably modified by the Company in good faith and in its reasonable discretion) attached as Exhibit A hereto (the “Release”), and, upon the written acknowledgment of his continuing obligations under paragraphs 7(b), 7(c) and 11(e) and under the Confidentiality Agreement, Executive shall be entitled to the following severance benefits: (1) the Company shall pay to Executive eighteen (18) months of Executive’s base salary as of the Termination Date (or such higher base salary prior to a reduction that qualifies as Good Reason), less standard deductions and withholdings (“Severance Payment”); (2) the Company shall pay directly to the insurance carrier(s) all applicable COBRA payments for a maximum period of 18 months (which will be less, if Executive ceases to be eligible for COBRA coverage before the end of such 18-month period) for Executive and any dependents to continue his/their health, dental and/or vision insurance; provided that the Company’s obligation to make such payments will cease if and when Executive becomes eligible to receive equivalent benefits from a new employer; (3) The Company shall pay to Executive, on the Company’s next regularly scheduled pay date after the Release is effective and not revocable (but, in no event later than the sixtieth (60th) day after the Termination Date), a one-time cash lump sum payment that is equal to the product of Executive’s unreduced target Bonus for the fiscal year in which the Termination Date occurs (such year, the “Fiscal Year”) multiplied by 1.5; and (4) All of Executive’s then unvested Equity Awards shall become vested and exercisable on an accelerated basis as if Executive’s Termination Date had occurred twelve (12) months later; provided, however, if Executive’s Termination Date is within the period (i) commencing on, and ending eighteen (18) months following, the closing of a Change in Control (as defined below) or (ii) between the signing and closing of the Chinook Transaction (defined below), then all of Executive’s then unvested Equity Awards (to the extent such awards are outstanding, assumed, substituted or otherwise continued in connection with a Change in Control or granted on or after the Change in Control) that are held by Employee with respect theretoon the Termination Date will become 100% vested and exercisable (if applicable) on the Termination Date, contingent upon the Closing of the Change in Control; provided, that, notwithstanding the foregoing, in the event that Employee breaches a Change in Control is consummated in calendar year 2020, any provision vesting acceleration with respect to stock options granted on February 21, 2020 shall be solely with respect to that number of shares that would have vested and become exercisable had the Executive’s services continued through February 21, 2021. In the event that an Equity Award that is outstanding immediately prior to the consummation of a Change in Control is not assumed, substituted or otherwise continued in connection with a Change in Control, the vesting and exercisability of such Equity Award will become 100% vested and exercisable (if applicable) immediately prior to the effective time of the Non-Interference AgreementChange in Control, and in such case, to the extent reasonably practicable prior to the effective time of the Change in Control, the Company will provide to Employee notice of the right to exercise (if applicable) the vested stock awards, which exercise may be contingent upon the effectiveness of the Change in Control. Following Any Equity Awards (other than stock options) that are accelerated under this paragraph shall be settled at the time of such termination acceleration (or later in accordance with the applicable terms of Employeethe Equity Award to the extent required for compliance with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”)); provided, however that, in the event that the Chinook Transaction has not closed by March 15, 2021, the vesting of any restricted stock units that are subject to acceleration on account of Executive’s employment Termination Date being between the signing and closing of the Chinook Transaction shall accelerate in full and such restricted stock units shall be settled no later than March 15, 2021, subject to repayment by the Executive to the Company without Just Causeof the fair market value of such accelerated shares (with such fair market value determined based on the closing price of the Company’s stock on the settlement date) in the event that the Chinook Transaction does not close by December 31, except as set forth 2021; and The Severance Payment shall be made in this Section 8(da lump-sum payment on the Company’s next regularly scheduled pay date after the Release is effective and not revocable (but, in no event later than the second month anniversary of the Executive’s Termination Date); provided that the Executive’s Release is effective (and not revocable) at such time. If the Release is not effective and non-revocable by the end of such 2 month period, Employee shall have no further rights then the Executive will forfeit the right to any compensation or any other benefits these benefits. Any COBRA payment due under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Just Cause Agreement shall be receipt made directly to the insurance carriers) in monthly installments for a maximum period of 18 months commencing on the second month anniversary of the Severance BenefitsExecutive’s termination; provided that the Executive’s Release is effective (and non-revocable) at such time.

Termination by the Company Without Just Cause. The Company may terminate Employeethe Executive’s employment at any time without Just Cause, effective upon Employee’s receipt of on providing thirty days’ written notice to the Executive. If the Executive signs, delivers to the Company, and does not revoke a release in favor of such termination. In the event that Employee’s employment is terminated by Group to the Company without Just Cause (other than due Company, the Company, shall, in full satisfaction of its obligations to death or Disability), Employee shall be entitled tothe Executive: (ia) The Accrued Obligationspay the Executive’s Base Salary and accrued but unpaid vacation pay in accordance with applicable legislation; (b) reimburse the Executive’s expenses properly incurred until the date the Executive’s employment ceases; (c) pay the Executive the greater of (i) one month of the Base Salary in effect at the time of termination for each completed year of service with the Company, subject to a minimum of a minimum of six months and a maximum of twelve months of Base Salary, payable by way of lump sum payment within 60 days following termination, and (ii) Any unpaid Annual Bonus the minimum termination pay and severance pay entitlements of the Executive pursuant to applicable legislation; (d) continue the Executive’s group insured benefits at active employee rates under the Consolidated Omnibus Reconciliation Act of 1985, as amended, until the end of the severance period calculated under (c) above or the date on which the Executive obtains alternate benefit coverage, whichever occurs first, subject to the terms and conditions of the benefit plans, as amended from time to time, and the minimum requirements of applicable legislation. If the Company is unable for any reason to continue any benefit for the period of time set out in this Agreement, it shall pay the Executive an amount equal to the Company’s required contributions to such benefit plans on behalf of the Executive for such period. The Executive agrees to notify the Company when the Executive obtains alternate life, medical and dental benefit coverage; (e) subject to the terms and conditions of the Group’s annual cash bonus plan in effect at such time, provide the Executive with an annual performance bonus in respect of any completed the fiscal year that has ended prior in which the Executive’s employment terminates. The annual bonus, if any, shall be (i) prorated based on the number of complete months of such fiscal year during which the Executive was actively employed up to the date of such terminationthe Executive’s termination of employment (excluding any period of notice, which amount shall be paid at such time subject only to the minimum requirements of applicable employment standards legislation), and (ii) payable as a lump sum when annual bonuses in respect of the fiscal year are m paid to other senior executives of the Company, but in no event later than the date that is 21/2 months following the last day . Any assessment of the fiscal year in which such termination occurred; (iii) Continued payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices; (iv) Subject to Employeeand the Executive’s election year-to-date performances for purposes of COBRA continuation coverage under determining the amount of the annual cash bonus, if any, shall be at the Company’s group health plansole discretion. For the avoidance of doubt and notwithstanding anything to the contrary in the foregoing, on if the first regularly scheduled payroll date Executive’s employment terminates after the end of each month a fiscal year, but before the payment of the Severance Termany annual performance bonus in respect of such year, the Company will pay Employee Executive shall only be eligible for a amount equal to the “applicable percentage” performance bonus in respect of the monthly COBRA premium cost (whichsuch completed fiscal year, and shall not be eligible for purposes hereof, shall be the percentage a prorated bonus in respect of Employee’s health care premium costs covered by the Company as of the date of terminationany subsequent fiscal year(s); provided, that the payments pursuant to this clause (iv) shall cease earlier than the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits, including through a spouse’s employer, during the Severance Term; and (vf) In determine the event that such termination occurs within twelve (12) months following a Change Executive’s entitlements in Control: (A) accelerated vesting respect of all of Employee’s stock options and other equity-based awards and continued exercisability of Employee’s stock options in accordance with the terms and conditions of the applicable equity award plan, any other applicable plan document governing such awards; and (B) an amount equal and the applicable award agreement. If the Executive does not sign and deliver to the Target BonusCompany the release in favor of the Group described above, payable in substantially equal monthly installments during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations only provide the Executive with such compensation (including any Base Salary and accrued but unpaid vacation pay, termination pay, severance pay and expense reimbursements submitted in accordance with Section 5.6) and benefits that are expressly required pursuant to Employee with respect theretoapplicable legislation, in the event that Employee breaches any provision of the Non-Interference Agreement. Following such termination of Employee’s employment by the Company without Just Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Just Cause shall be receipt of the Severance Benefitsif any.

Termination by the Company Without Just Cause. The Company may terminate Employee’s employment at any time without Just Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s employment is terminated by the Company without terminates this Agreement prior to its expiration (including extensions as provided in Section 1.b) for any reason other than for Just Cause (other than due to or the death or Disability)Disability (as defined in Section 7.e.) of Xxxxx, Employee shall be entitled tothe Company shall: (i) The Accrued Obligations;Pay to Xxxxx within forty (40) days after the Termination Date a lump sum severance payment equal to two times the sum of: (A) Xxxxx’x highest Base Salary during the previous two years of employment immediately preceding the Termination Date, plus (B) the highest Bonus paid to Xxxxx during the same two-year period, (ii) Any Pay to Xxxxx any unpaid Annual Bonus in respect expense reimbursement upon presentation by Xxxxx of any completed fiscal year that has ended prior to the date an accounting of such terminationexpenses in accordance with normal Company practices, which amount shall be paid at such time annual bonuses are m paid to other senior executives but no later than March 15 of the Company, but in no event later than the date that is 21/2 months year following the last day year of the fiscal year in which such termination occurred;termination, (iii) Continued payment of Base Salary during the Severance TermVest any unvested Company stock options, payable in accordance with SARs, and restricted stock (excluding LTIP shares under the Company’s regular payroll practices;long-term incentive plan), (iv) Subject Make any other payments or provide any benefits earned under this or any other employment agreement or plan, including the Company’s long-term incentive plan (including LTIP shares under the Company’s long-term incentive plan), and (v) Pay or reimburse on a monthly basis the premiums required to Employeecontinue Xxxxx’x (and, to the extent applicable, Xxxxx’x spouse’s election and dependent children’s) Company group health care coverage for a period of the lesser of (i) thirty-six (36) months following Xxxxx’x Termination Date, or (ii) until such time as Participant is eligible for group health care coverage provided by any successor employer, provided that Xxxxx or Xxxxx’x spouse or dependent children, as applicable, elect coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). If necessary to avoid inclusion in taxable income by Xxxxx of the value of in-kind benefits, or if coverage cannot be provided under COBRA or the Company’s health and welfare plans, such health care continuation premiums shall be provided in the form of taxable payments to Xxxxx, which payments shall be made without regard to whether Xxxxx elects to continue and remain eligible for such coverage under COBRA, and in which event the Company shall pay to Xxxxx an amount each month equal to (i) the applicable monthly COBRA premium under the Company’s group health planplan plus (ii) an additional amount of cash equal to A/(1-R)-A, on where A is the first regularly scheduled payroll date of each month amount of the Severance Termapplicable monthly COBRA premium, and R is the Company will pay Employee a amount equal to the “applicable percentage” sum of the monthly COBRA premium cost (which, for purposes hereof, shall be the percentage of Employee’s health care premium costs covered by the Company as of the date of termination); provided, that the payments pursuant maximum federal individual income tax rate then applicable to this clause (iv) shall cease earlier than the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits, including through a spouse’s employer, during the Severance Term; and (v) In the event that such termination occurs within twelve (12) months following a Change in Control: (A) accelerated vesting of all of Employee’s stock options and other equity-based awards and continued exercisability of Employee’s stock options in accordance with the terms of the plan document governing such awards; and (B) an amount equal to the Target Bonus, payable in substantially equal monthly installments during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, ordinary income and the Company shall have no further obligations maximum individual Colorado income tax rate then applicable to Employee with respect thereto, in the event that Employee breaches any provision of the Non-Interference Agreement. Following such termination of Employee’s employment by the Company without Just Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Just Cause shall be receipt of the Severance Benefitsordinary income.

Termination by the Company Without Just Cause. The Company may will have the unilateral right to terminate EmployeeExecutive’s employment with Company at any time without Just Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s employment Executive is terminated by the Company without Just Cause (other than due to death upon Permanent Disability or Disabilityresigns for Good Reason (as defined below), Employee shall be entitled to: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are m paid to other senior executives of the Company, but in no event later than the date that is 21/2 months following the last day of the fiscal year in which such termination occurred; (iii) Continued payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices; (iv) Subject obligation to Employee’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month of the Severance Term, the Company will pay Employee a amount equal to the “applicable percentage” of the monthly COBRA premium cost (which, for purposes hereof, shall be the percentage of Employee’s health care premium costs covered by the Company as of the date of termination); provided, that the make payments pursuant to this clause (iv) hereunder shall cease earlier than upon the expiration resulting termination of the Severance Term in the event that Employee becomes eligible to receive any health benefits, including through a spouseExecutive’s employer, during the Severance Term; and (v) In the event that such termination occurs within twelve (12) months following a Change in Control: (A) accelerated vesting of all of Employee’s stock options and other equity-based awards and continued exercisability of Employee’s stock options in accordance with the terms of the plan document governing such awards; and (B) an amount equal to the Target Bonus, payable in substantially equal monthly installments during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminateemployment, and the Company shall have no further obligations obligation to Employee with respect theretomake any payments to Executive except as provided in this paragraph 9(d). The Company shall pay Executive (1) on the date of termination, any salary earned but unpaid prior to termination and all accrued but unused vacation and (2) within 90 days of termination, any business expenses referred to in the event paragraph 7(b) that Employee breaches any provision were incurred but not reimbursed as of the Nondate of termination. Executive must submit appropriate documentation as required by paragraph 7(b) for any business expenses that were incurred prior to termination within such 90-Interference day period or Executive will forfeit his right to reimbursement for those expenses. If, prior to the date of termination, Executive had earned the right to receive any bonus hereunder, the Company shall pay Executive such bonus on or before the date on which it would have been payable had the termination not occurred. In addition, upon the execution of a full general release by Executive (“Release”), releasing all claims known or unknown that Executive may have against Company as of the date Executive signs such release, and upon the written acknowledgment of his continuing obligations under paragraphs 8(b), 8(c) and 12(e) and under the Confidentiality Agreement, Executive shall be entitled to the following severance benefits: (1) the Company shall pay to Executive one year of Executive’s base salary as of the date of the termination, less standard deductions and withholdings (“Severance Payment”); (2) the Company shall pay directly to the insurance carrier(s) all applicable COBRA payments for a maximum period of 12 months (which will be less, if Executive ceases to be eligible for COBRA coverage before the end of such 12-month period) for Executive and any dependents to continue his/their health, dental and/or vision insurance; provided that the Company’s obligation to make such payments will cease if and when Executive becomes eligible to receive equivalent benefits from a new employer; and (3) immediate and full acceleration of the vesting of any and all =vested stock options. Following The Severance Payment shall be made in a lump-sum payment on the second month anniversary of the Executive’s separation from service; provided that the Executive’s Release is effective (and not revocable) at such termination of Employee’s employment time. If the Release is not effective and non-revocable by the Company without Just Causeend of such 2 month period, except as set forth in this Section 8(d), Employee shall have no further rights then the Executive will forfeit the right to any compensation or any other benefits these benefits. Any COBRA payment due under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Just Cause Agreement shall be receipt made directly to the insurance carrier(s) in monthly installments for a maximum period of 12 months commencing on the second month anniversary of the Severance BenefitsExecutive’s termination; provided that the Executive’s Release is effective (and non-revocable) at such time.