Common use of Termination due to Employer Non-Renewal Clause in Contracts

Termination due to Employer Non-Renewal. (a) Upon an Employer Non-Renewal, Employee shall be entitled to receive (i) accrued and unpaid Base Salary through the date of termination and Annual Bonus earned for any year prior to the year of termination, but not yet paid as of the date of termination of employment, which shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination of employment (or as otherwise required by applicable law) or, in respect of the Annual Bonus, on the scheduled payment date in accordance with Subsection 3.2, (ii) an amount equal to the Annual Bonus (based on the Annual Bonus earned in respect of the calendar year prior to the calendar year in which such termination of employment occurs) for each calendar year during the period commencing with the calendar year in which the date of termination occurs (including the portion of such calendar year preceding the date of termination, to the extent not already earned and paid) and ending on the end of the twenty-four (24) month period immediately following Employee’s termination of employment (the “Post-Term Bonus Severance” and such period, the “Post-Term Continuation Period”) (prorated for any partial year at the end of the Post-Term Continuation Period), payable on the scheduled payment date for the applicable Annual Bonus in accordance with Subsection 3.2 as if Employee had remained employed through the payment date of such Annual Bonus, (iii) continued payment of the Base Salary in effect as of the end of the Term as if Employee had remained employed through the Post-Term Continuation Period (the “Post-Term Salary Severance”, and together with the Post-Term Bonus Severance, the “Post-Term Continuation Payments”), and (iv) the Equity Award Acceleration in the event the Employer terminates Employee’s employment without Cause in connection with an Employer Non-Renewal. For the avoidance of doubt, the Equity Award Acceleration will not occur in the event Employee terminates his employment for any reason in connection with an Employer Non-Renewal.

Termination due to Employer Non-Renewal. (a) Upon an Employer Non-Renewal, Employee shall be entitled to receive (i) accrued and unpaid Base Salary through the date of termination and any Annual Bonus earned for any year prior to the year of termination2027, but not yet paid as of the date of termination of employment, which shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination of employment (or as otherwise required by applicable law), (ii) orthe Target Bonus for 2027 (less any Annual Bonus paid prior to termination with respect to 2027), in respect of the Annual Bonus, payable on the scheduled payment date in accordance with Subsection 3.2, (iiiii) an amount equal to the Annual Target Bonus (based on the Annual Bonus earned in respect of the calendar year prior to the calendar year in which such termination of employment occurs) for each calendar year during the period commencing with the calendar year in which the date of termination occurs (including the portion of such calendar year preceding the date of termination, to the extent not already earned and paid) 2028 and ending on the end of the twenty-four (24) month period immediately following Employee’s termination of employment (the “Employer Non-Renewal Post-Term Bonus Severance” and such period, the “Employer Non-Renewal Post-Term Continuation Period”) (prorated for any partial year at the end of the Employer Non-Renewal Post-Term Continuation Period), payable on the scheduled payment date for the applicable Annual Bonus in accordance with Subsection 3.2 as if Employee had remained employed through the payment date of such Annual BonusBonus (but in all events on or after January 1, and by March 15, of the year following the year to which the Annual Bonus would have related), (iiiiv) continued payment of the Base Salary in effect as of the end of the Term as if Employee had remained employed through the Employer Non-Renewal Post-Term Continuation Period (the “Employer Non-Renewal Post-Term Salary Severance”, and together with the Employer Non-Renewal Post-Term Bonus Severance, the “Employer Non-Renewal Post-Term Continuation Payments”), and (ivv) the Equity Award Acceleration in the event the Employer terminates Employee’s employment without Cause in connection with an Employer Non-Renewal. For the avoidance of doubt, the Equity Award Acceleration will not occur in the event Employee terminates his employment for any reason in connection with an Employer Non-RenewalAcceleration.

Termination due to Employer Non-Renewal. (a) Upon an Employer Non-Renewal, Employee shall be entitled to receive (i) accrued and unpaid Base Salary through the date of termination and Target Bonus for the Term (less any Annual Bonus earned for any year prior previously paid with respect to the year of termination, but not yet paid as of the date of termination of employmentTerm), which shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination of employment (or as otherwise required by applicable law) or, in respect of the Annual Target Bonus, on or prior to the scheduled payment date in accordance with Subsection 3.2first Payroll Date following the end of the Term, (ii) an amount equal to the Annual Target Bonus (based on the Annual Bonus earned in respect of the calendar year prior to the calendar year in which such termination of employment occurs) for each calendar year during the period commencing with the calendar year in which the date of termination occurs (including the portion of such calendar year preceding the date of termination, to the extent not already earned and paid) and ending on the end of the twenty-four twelve (2412) month period immediately following Employee’s termination of employment employment, prorated for any partial year (the “Employer Non-Renewal Post-Term Bonus Severance” and such period, the “Employer Non-Renewal Post-Term Continuation Period”) (prorated for any partial year at the end of the Post-Term Continuation Period), payable on at such time as such annual bonuses are otherwise paid to similarly situated senior executives, but in all events in the scheduled payment date for calendar year following the applicable Annual Bonus calendar year in accordance with Subsection 3.2 as if Employee had remained employed through the payment date of which such Annual Bonusannual bonuses would otherwise relate, and (iii) continued payment of the Base Salary in effect as of the end of the Term as if Employee had remained employed through the Employer Non-Renewal Post-Term Continuation Period (the “Employer Non-Renewal Post-Term Salary Severance”, and together with the Employer Non-Renewal Post-Term Bonus Severance, the “Employer Non-Renewal Post-Term Continuation Payments”), and (iv) the Equity Award Acceleration in the event the Employer terminates Employee’s employment without Cause in connection with an Employer Non-Renewal. For the avoidance of doubt, Employee shall also retain the Transaction Bonus and the Transaction Equity Award Acceleration will not occur following a termination in the event Employee terminates his employment for any reason in connection accordance with an Employer Non-Renewalthis Section 4.9(a).

Termination due to Employer Non-Renewal. (a) Upon an Employer Non-Renewal, Employee shall be entitled to receive (i) accrued and unpaid Base Salary through the date of termination termination, and Annual any unpaid Guaranteed Bonus earned for any completed fiscal year prior to the year of termination, but not yet paid as of the date of termination of employment, which shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination of employment (or as otherwise required by applicable law) or, if sooner, payable at such time as Employer pays annual bonuses to its senior executives with respect to such fiscal year (but in respect no event later than March 15th of the Annual Bonus, on year following the scheduled payment date in accordance with Subsection 3.2year to which such Guaranteed Bonus relates), (ii) an amount equal to the Annual Guaranteed Bonus (based on the Annual Bonus earned in respect of the calendar year prior to the calendar year in which such termination of employment occurs) for each calendar year during the period commencing with the calendar year in which the date of termination occurs (including the portion of such calendar year preceding the date of termination, to the extent not already earned and paid) and ending on the end of the twenty-four (24) month period immediately following Employee’s termination of employment (the “Post-Term Bonus Severance” and such period, the “Post-Term Continuation Period”) (prorated for any partial year at the end of the Post-Term Continuation Period), payable on at the scheduled payment date for same time as annual bonuses in respect of the applicable Annual year are otherwise paid to similarly situated senior executives, but in no event later than March 15th of the year following the year to which such Guaranteed Bonus in accordance with Subsection 3.2 as if Employee had remained employed through the payment date of such Annual Bonusrelates, (iii) continued payment of the Base Salary in effect as of the end of the Term as if Employee had remained employed through the Post-Term Continuation Period (the “Post-Term Salary Severance”, and together with the Post-Term Bonus Severance, the “Post-Term Continuation Payments”), and (iv) all amounts and benefits then or thereafter due to Employee under Subsection 3.5 above and under the Equity Award Acceleration in the event applicable terms of any other applicable plan, program, award, agreement or arrangement (including any equity or equity-based plan, program, award, agreement or arrangement) of any member of the Employer terminates Employee’s employment without Cause Group in connection accordance with an Employer Non-Renewal. For the avoidance terms and conditions of doubtany such plan, the Equity Award Acceleration will not occur in the event Employee terminates his employment for any reason in connection with an Employer Non-Renewalprogram, award, agreement or arrangement.