Common use of Termination by the Executive for Good Reason or by the Employer Without Cause Clause in Contracts

Termination by the Executive for Good Reason or by the Employer Without Cause. If, during the Term, (i) the Executive terminates his employment with the Employer for Good Reason within a period of ninety (90) days after the occurrence of an uncured event of Good Reason, or (ii) the Employer terminates the Executive’s employment with the Employer without Cause, then the Executive shall be entitled to: (i) the Accrued Obligations, payable in a lump sum in cash, within five (5) days after the Termination Date; (ii) an amount equal to the Salary, at the rate in effect on the Termination Date, that would have been paid to the Executive as if there had been no termination described in this Section 6(b) for a period of one (1) year after the Termination Date, including a termination by the Executive for Good Reason or by the Employer without Cause within twelve (12) months following a Change in Control. Such severance payment shall be payable in a lump sum in cash within five (5) days following the Termination Date; (iii) continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”),with the cost of the regular premium for such benefits shared in the same relative proportion by the Employer and the Executive as in effect on the Termination Date, provided that the Executive’s entitlements under this clause (iii) shall terminate as of the earlier of (x) one (1) year from the Termination Date or (y) the date of commencement of eligibility for health insurance pursuant to other employment or self-employment; (iv) accelerated vesting of all of the Executive’s options to purchase shares of common stock of the Employer referred to in Section 4(c); and (v) the timely payment or provision of the Other Benefits, if any. Notwithstanding the foregoing, nothing in this Section 6(b) shall be construed to affect the Executive’s right to receive COBRA continuation entirely at the Executive’s own cost to the extent that the Executive may continue to be entitled to COBRA continuation after the Executive’s right to cost sharing under Section 6(b)(iii) ceases. The Executive shall be obligated to give prompt notice of the date of commencement of any employment or self-employment and shall respond promptly to any reasonable inquiries concerning any employment or self-employment in which the Executive engages during the Termination Benefits Period.

Termination by the Executive for Good Reason or by the Employer Without Cause. If, during the Term, (i) the Executive terminates his employment with the Employer for Good Reason within a period of ninety (90) 90 days after the occurrence of an uncured event of Good Reason, or (ii) the Employer terminates the Executive’s employment with the Employer without Cause, then the Executive shall be entitled to: (i) the Accrued Obligations, payable in a lump sum in cash, within five (5) days after the Termination Date; (ii) an amount equal to the Salary, at the rate in effect on the Termination Date, that would have been paid to the Executive as if there had been no termination described in this Section 6(b) ), for a period of one (1) year after the Termination Date, including a termination by the Executive for Good Reason or by the Employer without Cause within twelve (12) months following a Change in Control. Such severance payment shall be payable in a lump sum in cash within five (5) days following the Termination Date; (iii) continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”),with COBRA”), with the cost of the regular premium for such benefits shared in the same relative proportion by the Employer and the Executive as in effect on the Termination Date, provided that the Executive’s entitlements under this clause (iii) shall terminate as of the earlier of (x) one (1) year from the Termination Date or (y) the date of commencement of eligibility for health insurance pursuant to other employment or self-employment; (iv) accelerated vesting of all of the Executive’s options to purchase shares of common stock of the Employer referred to in Section 4(c); and (v) the timely payment or provision of the Other Benefits, if any. Notwithstanding the foregoing, nothing in this Section 6(b) shall be construed to affect the Executive’s right to receive COBRA continuation entirely at the Executive’s own cost to the extent that the Executive may continue to be entitled to COBRA continuation after the Executive’s right to cost sharing under Section 6(b)(iii) ceases. The Executive shall be obligated to give prompt notice of the date of commencement of any employment or self-employment and shall respond promptly to any reasonable inquiries concerning any employment or self-employment in which the Executive engages during the Termination Benefits Period.

Termination by the Executive for Good Reason or by the Employer Without Cause. If, during the Term, (i) the Executive terminates his employment with the Employer for Good Reason within a period of ninety (90) 90 days after the occurrence of an uncured event of Good Reason, or (ii) the Employer terminates the Executive’s employment with the Employer without Cause, then the Executive shall be entitled to: (i) the Accrued Obligations, payable in a lump sum in cash, within five (5) days after the Termination Date; (ii) an amount equal to the Salary, at the rate in effect on the Termination Date, that would have been paid to the Executive as if there had been no termination described in this Section 6(b) for a period of one (1) year after the Termination Date, including a termination by the Executive for Good Reason or by the Employer without Cause within twelve (12) months following a Change in Control. Such severance payment shall be payable in a lump sum in cash within five (5) days following the Termination Date; (iii) continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”),with the cost of the regular premium for such benefits shared in the same relative proportion by the Employer and the Executive as in effect on the Termination Date, provided that the Executive’s entitlements under this clause (iii) shall terminate as of the earlier of (x) one (1) year from the Termination Date or (y) the date of commencement of eligibility for health insurance pursuant to other employment or self-employment; (iv) accelerated vesting of all of the Executive’s options to purchase shares of common stock of the Employer referred to in Section 4(c); and (v) the timely payment or provision of the Other Benefits, if any. Notwithstanding the foregoing, nothing in this Section 6(b) shall be construed to affect the Executive’s right to receive COBRA continuation entirely at the Executive’s own cost to the extent that the Executive may continue to be entitled to COBRA continuation after the Executive’s right to cost sharing under Section 6(b)(iii) ceases. The Executive shall be obligated to give prompt notice of the date of commencement of any employment or self-employment and shall respond promptly to any reasonable inquiries concerning any employment or self-employment in which the Executive engages during the Termination Benefits Period.

Termination by the Executive for Good Reason or by the Employer Without Cause. If, during the Term, (i) the Executive terminates his employment with the Employer for Good Reason within a period of ninety (90) days after the occurrence of an uncured event of Good Reason, or (ii) the Employer terminates the Executive’s employment with the Employer without Cause, then the Executive shall be entitled to: (i) the Accrued Obligations, payable in a lump sum in cash, within five (5) days after the Termination Date; (ii) an amount equal to the Salary, at the rate in effect on the Termination Date, that would have been paid to the Executive as if there had been no termination described in this Section 6(b) ), for a period of one (1) year after the Termination Date, including a termination by the Executive for Good Reason or by the Employer without Cause within twelve (12) months following a Change in Control. Such severance payment shall be payable in a lump sum in cash within five (5) days following the Termination Date; (iii) continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”),with “ COBRA ”),with the cost of the regular premium for such benefits shared in the same relative proportion by the Employer and the Executive as in effect on the Termination Date, provided that the Executive’s entitlements under this clause (iii) shall terminate as of the earlier of (x) one (1) year from the Termination Date or (y) the date of commencement of eligibility for health insurance pursuant to other employment or self-employment; (iv) accelerated vesting of all of the Executive’s options to purchase shares of common stock of the Employer referred to in Section 4(c); and (v) the timely payment or provision of the Other Benefits, if any. Notwithstanding the foregoing, nothing in this Section 6(b) shall be construed to affect the Executive’s right to receive COBRA continuation entirely at the Executive’s own cost to the extent that the Executive may continue to be entitled to COBRA continuation after the Executive’s right to cost sharing under Section 6(b)(iii) ceases. The Executive shall be obligated to give prompt notice of the date of commencement of any employment or self-employment and shall respond promptly to any reasonable inquiries concerning any employment or self-employment in which the Executive engages during the Termination Benefits Period.

Termination by the Executive for Good Reason or by the Employer Without Cause. If, during the Term, (i) the Executive terminates his employment with the Employer for Good Reason within a period of ninety (90) 90 days after the occurrence of an uncured event of Good Reason, or (ii) the Employer terminates the Executive’s employment with the Employer without Cause, then the Executive shall be entitled to: (i) the Accrued Obligations, payable in a lump sum in cash, within five (5) days after the Termination Date; (ii) an amount equal to the Salary, at the rate in effect on the Termination Date, that would have been paid to the Executive as if there had been no termination described in this Section 6(b) ), for a period of one (1) year after the Termination Date, including a termination by the Executive for Good Reason or by the Employer without Cause within twelve (12) months following a Change in Control. Such severance payment shall be payable in a lump sum in cash within five (5) days following the Termination Date; (iii) continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”),with the cost of the regular premium for such benefits shared in the same relative proportion by the Employer and the Executive as in effect on the Termination Date, provided that the Executive’s entitlements under this clause (iii) shall terminate as of the earlier of (x) one (1) year from the Termination Date or (y) the date of commencement of eligibility for health insurance pursuant to other employment or self-employment; (iv) accelerated vesting of all of the Executive’s options to purchase shares of common stock of the Employer referred to in Section 4(c); and (v) the timely payment or provision of the Other Benefits, if any. Notwithstanding the foregoing, nothing in this Section 6(b) shall be construed to affect the Executive’s right to receive COBRA continuation entirely at the Executive’s own cost to the extent that the Executive may continue to be entitled to COBRA continuation after the Executive’s right to cost sharing under Section 6(b)(iii) ceases. The Executive shall be obligated to give prompt notice of the date of commencement of any employment or self-employment and shall respond promptly to any reasonable inquiries concerning any employment or self-employment in which the Executive engages during the Termination Benefits Period.