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

Termination due to Employer Non-Renewal. (a) Upon an Employer Non-Renewal (as defined below), Employee shall be entitled to receive (i) accrued and unpaid Base Salary or 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, and (ii) continued payment of the Base Salary in effect as of the date of Employee’s termination of employment as if Employee had remained employed through the end of the six (6) month period immediately following Employee’s termination of employment (the “Post-Term Continuation Payments” and such period, the “Post-Term Continuation Period”). (b) Notwithstanding anything in this Agreement to the contrary, the Post-Term Continuation Payments shall immediately cease in the event that Employee breaches any of the covenants set forth in Sections 7 or 8 of this Agreement or any restrictive covenants then-applicable to Employee. In order to receive the Post-Term Continuation Payments, Employee must first execute and deliver a Release that has become effective in accordance with its terms (including the expiration of any applicable revocation period contained therein or required by applicable law) within the Release Period. The Post-Term Continuation Payments shall be paid ratably in monthly installments over the Post-Term Continuation Period with the first such installment to be paid no later than ten (10) days following the date on which the Release becomes effective and irrevocable (which installment shall include any installment of the Post-Term Continuation Payments that would have been paid to Employee prior to such date absent the requirement to execute the Release); provided, that, if the Release Period spans two calendar years, then the first installment of the Post-Term Continuation Payments (which installment shall include any installment of the Post-Term Continuation Payments that would have been paid to Employee prior to such date absent this proviso) will be paid on the first business day of the second calendar year if such date is later than the date on which such installment would otherwise have been paid pursuant to this Subsection 4.8 absent this proviso. In the event of any termination of Employee’s employment under this Section 4.8, Employee shall resign all positions held with the Employer Group. For the avoidance of doubt, except as set forth in this Section 4.8, Employee shall not be entitled to any severance payments or benefits hereunder upon any termination of employment following December 31, 2023.

Termination due to Employer Non-Renewal. (a) Upon an Employer Non-Renewal (as defined below)Renewal, Employee shall be entitled to receive (i) accrued and unpaid Base Salary or 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, and (ii) continued payment an amount equal to the Annual Bonus (based on the Annual Bonus earned in respect of the Base Salary calendar year prior to the calendar year in effect as which such termination of employment occurs) for each calendar year during the period commencing with the calendar year in which the date of Employee’s termination occurs (including the portion of employment as if Employee had remained employed through such calendar year preceding the date of termination, to the extent not already earned and paid) and ending on the end of the six twenty-four (624) month period immediately following Employee’s termination of employment (the “Post-Term Continuation PaymentsBonus 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. (b) Notwithstanding anything in this Agreement to the contrary, the Post-Term Continuation Payments and Equity Award Acceleration, if applicable, shall immediately cease in the event that Employee breaches any of the covenants set forth in Sections 7 or 8 of this Agreement or any restrictive covenants then-applicable to EmployeeAgreement. In order to receive the Post-Term Continuation PaymentsPayments and Equity Award Acceleration, if applicable, Employee must first execute and deliver a Release that has become effective in accordance with its terms (including the expiration of any applicable revocation period contained therein or required by applicable law) within the Release Period. Notwithstanding anything to the contrary in the Annual Equity Award Agreements, (i) the portion of any Annual Equity Award that remains unvested as of the date of termination by the Employer in connection with an Employer Non-Renewal shall remain outstanding and unvested and shall become vested (and be exercisable and/or settled) on the eighth (8th) day after Employee has timely executed and delivered the Mutual Release, so long as Employee has not revoked the Mutual Release during the Revocation Period, subject to compliance with Section 409A of the Code, and (ii) if Employee either does not execute and deliver the Mutual Release or revokes the Mutual Release during the Revocation Period, such portion shall be forfeited for no consideration immediately following the end of the Release Period. The Post-Term Continuation Payments Salary Severance shall be paid ratably in monthly installments over the Posttwenty-Term Continuation Period four- (24-) month period following termination of employment with the first such installment to be paid no later than ten (10) days following the date on which the Release becomes effective and irrevocable Severance Commencement Date (which installment shall include any installment of the Post-Term Continuation Payments Salary Severance that would have otherwise been paid to Employee prior to such date absent the requirement to execute the Release)Mutual Release assuming for these purposes that installments are paid on the day of each month that corresponds to the date of termination) and the remaining installments to be paid during the remaining portion of such 24 month period on the day that corresponds to the date of termination with the final installment to be paid on the first anniversary of such termination date; provided, that, if the Release Period spans two calendar years, then the first installment of the Post-Term Continuation Payments Salary Severance (which installment shall include any installment of the Post-Term Continuation Payments Salary Severance that would have been paid to Employee prior to such date absent this proviso) will be paid on the first business day of the second calendar year if such date is later than the date on which such installment would otherwise have been paid pursuant to this Subsection 4.8 4.9 absent this proviso. In the event of any termination of Employee’s employment under this Section 4.84.9, Employee shall resign all positions held with the Employer Group. For the avoidance of doubt, except as set forth in Section 4.2 and this Section 4.84.9, Employee shall not be entitled to any severance payments or benefits hereunder upon any termination of employment following December 31, 2023the third anniversary of the Effective Date.

Termination due to Employer Non-Renewal. (a) Upon an Employer Non-Renewal (as defined below), Employee shall be entitled to receive (i) accrued and unpaid Base Salary or 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) payment equal to an amount equal to $750,000 (the “Post-Term Bonus Continuation”), payable on the scheduled payment date for the Annual Bonus for the year of termination in accordance with Subsection 3.2 as if Employee had remained employed through the payment date of such Annual Bonus, and (iiiii) continued payment of the Base Salary in effect as of the date of Employee’s termination of employment as if Employee had remained employed through the end of the six twelve (612) month period immediately following Employee’s termination of employment (the “Post-Term Continuation Payments” and such period, the “Post-Term Continuation Period”). (b) Notwithstanding anything in this Agreement to the contrary, the Post-Term Continuation Payments and any right to the Post-Term Bonus Continuation shall immediately cease in the event that Employee breaches any of the covenants set forth in Sections 7 or 8 of this Agreement or any restrictive covenants then-applicable to Employee. In order to receive the Post-Term Continuation PaymentsPayments and the Post-Term Bonus Continuation, Employee must first execute and deliver a Release that has become effective in accordance with its terms (including the expiration of any applicable revocation period contained therein or required by applicable law) within the Release Period. The Post-Term Continuation Payments shall be paid ratably in monthly installments over the Post-Term Continuation Period with the first such installment to be paid no later than ten (10) days following the date on which the Release becomes effective and irrevocable (which installment shall include any installment of the Post-Term Continuation Payments that would have been paid to Employee prior to such date absent the requirement to execute the Release); provided, that, if the Release Period spans two calendar years, then the first installment of the Post-Term Continuation Payments (which installment shall include any installment of the Post-Term Continuation Payments that would have been paid to Employee prior to such date absent this proviso) will be paid on the first business day of the second calendar year if such date is later than the date on which such installment would otherwise have been paid pursuant to this Subsection 4.8 absent this proviso. In the event of any termination of Employee’s employment under this Section 4.8, Employee shall resign all positions held with the Employer Group. For the avoidance of doubt, except as set forth in Section 4.2 and this Section 4.8, Employee shall not be entitled to any severance payments or benefits hereunder upon any termination of employment following December 31, 2023the second anniversary of the Effective Date.

Termination due to Employer Non-Renewal. (a) Upon an Employer Non-Renewal (as defined below)Renewal, Employee shall be entitled to receive (i) accrued and unpaid Base Salary or Annual Bonus earned for any year prior to the year of termination, but not yet paid as of through the date of termination of employment, (ii) any unpaid Annual Bonus for the year prior to the year in which shall be paid in a lump sum termination occurs, (iii) reimbursement, within thirty (30) days after following submission by Employee to Employer of appropriate supporting documentation, for any unreimbursed business expenses properly incurred by Employee in accordance with Employer’s policy prior to the date of Employee’s termination of employment employment; provided, that claims for such reimbursement (accompanied by appropriate supporting documentation) are submitted to Employer within ninety (90) days following the date of Employee’s termination of employment, (iv) all amounts and benefits then or as otherwise required by thereafter due to Employee under the applicable lawterms of any applicable plan, program, award, agreement or arrangement (including any equity or equity-based plan, program, award, agreement or arrangement) or, in respect of any member of the Annual Bonus, on the scheduled payment date Employer Group in accordance with Subsection 3.2the terms and conditions of any such plan, and program, award, agreement or arrangement, (iiv) continued payment of the Base Salary in effect as of the date of Employee’s termination of employment as if Employee had remained employed through the end of the six twelve- (612-) month period immediately following Employee’s termination of employment (the “Employer Non-Renewal Post-Term Continuation Payments” and such period, the “Employer Non-Renewal Post-Term Continuation Period”), and (vi) the Equity Award Acceleration. (b) Notwithstanding anything in this Agreement to the contrary, the Employer Non-Renewal Post-Term Continuation Payments Payments, shall immediately cease (and Employee shall forfeit the portion of the 2024 Equity Award or Annual Equity Awards that would not otherwise have vested but for the Equity Award Acceleration and any equity received in respect thereof (and refund all of the after-tax proceeds received in respect of such equity through the sale thereof or otherwise)) in the event that Employee breaches any of the covenants set forth in Sections 7 or 8 of this Agreement or any applicable restrictive covenants then-applicable to Employeeset forth in any agreement between Employee and the Employer Group. In order to receive the Employer Non-Renewal Post-Term Continuation PaymentsPayments and Equity Award Acceleration, Employee must first execute and deliver a the Release that has become effective (and not timely revoke the Release in accordance with its terms (including the expiration of any applicable revocation period contained therein or required by applicable law) within the Release Periodterms). The Employer Non-Renewal Post-Term Continuation Payments shall be paid ratably in monthly installments over the Post-Term Continuation Period twelve- (12-) month period following termination of employment with the first such installment to be paid no later than ten (10) days following the date on which the Release becomes effective and irrevocable Severance Commencement Date (which installment shall include any installment of the Employer Non-Renewal Post-Term Continuation Payments that would have otherwise been paid to Employee prior to such date absent the requirement to execute the Release); provided, that, if the Release Period spans two calendar years, then the first installment of the Employer Non-Renewal Post-Term Continuation Payments (which installment shall include any installment of the Employer Non-Renewal Post-Term Continuation Payments that would have been paid to Employee prior to such date absent this proviso) will be paid on the first business day of the second calendar year if such date is later than the date on which such installment would otherwise have been paid pursuant to this Subsection 4.8 4.9 absent this proviso). In the event of any termination of Employee’s employment under this Section 4.8Subsection 4.9, Employee shall resign all positions held with the Employer Group. For the avoidance of doubt, except as set forth in this Section 4.8, Employee shall not be entitled to any severance payments or benefits hereunder upon any termination of employment following December 31, 2023.

Termination due to Employer Non-Renewal. (a) Upon an Employer Non-Renewal (as defined below)Renewal, Employee shall be entitled to receive (i) accrued and unpaid Base Salary or Annual Bonus earned for any year prior to the year of termination, but not yet paid as of through the date of termination of employmentand Target Bonus for the Term (less any Annual Bonus previously paid with respect to the Term), 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 first Payroll Date following the end of the Term, (ii) an amount equal to the Target Bonus 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 twelve (12) month period immediately following Employee’s termination of 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”), payable at such time as such annual bonuses are otherwise paid to similarly situated senior executives, but in accordance with Subsection 3.2all events in the calendar year following the calendar year in which such annual bonuses would otherwise relate, and (iiiii) continued payment of the Base Salary in effect as of the date end of Employee’s termination of employment the Term as if Employee had remained employed through the end of the six (6) month period immediately following Employee’s termination of employment 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” ”). For avoidance of doubt, Employee shall also retain the Transaction Bonus and such period, the “Post-Term Continuation Period”Transaction Equity Award following a termination in accordance with this Section 4.9(a). (b) Notwithstanding anything in this Agreement to the contrary, the Employer Non-Renewal Post-Term Continuation Payments Payments, shall immediately cease in the event that Employee breaches any of the covenants set forth in Sections 7 or 8 of this Agreement or any applicable restrictive covenants then-applicable to Employeeset forth in any agreement between Employee and the Employer Group. In order to receive the Employer Non-Renewal Post-Term Continuation Payments, Employee must first execute and deliver a the Mutual Release that has become effective (and not timely revoke the Mutual Release in accordance with its terms (including terms); provided that, for avoidance of doubt, Employee will have fully satisfied this condition upon his execution and non-revocation of the expiration Mutual Release regardless of any applicable revocation period contained therein or required by applicable law) within whether the Release PeriodEmployer timely executes the Mutual Release. The Employer Non-Renewal Post-Term Continuation Payments Salary Severance shall be paid ratably in monthly installments over the Post-Term Continuation Period twelve- (12-) month period following termination of employment with the first such installment to be paid no later than ten (10) days following the date on which the Release becomes effective and irrevocable Severance Commencement Date (which installment shall include any installment of the Employer Non-Renewal Post-Term Continuation Payments Salary Severance that would have otherwise been paid to Employee prior to such date absent the requirement to execute the Release)Mutual Release assuming for these purposes that installments are paid on the day of each month that corresponds to the date of termination) and the remaining installments to be paid during the remaining portion of such 12-month period on the day that corresponds to the date of termination with the final installment to be paid on the first anniversary of such termination date; provided, that, if the Release Period spans two calendar years, then the first installment of the Employer Non-Renewal Post-Term Continuation Payments Salary Severance (which installment shall include any installment of the Employer Non-Renewal Post-Term Continuation Payments Salary Severance that would have been paid to Employee prior to such date absent this proviso) will be paid on the first business day of the second calendar year if such date is later than the date on which such installment would otherwise have been paid pursuant to this Subsection 4.8 4.9 absent this proviso. In the event of any termination of Employee’s employment under this Section 4.84.9, Employee shall resign all positions held with the Employer Group. For the avoidance of doubt, except as set forth in Section 4.2 and this Section 4.84.9, Employee shall not be entitled to any severance payments or benefits hereunder upon any termination of employment following December 31, 2023the first anniversary of the Effective Date.

Termination due to Employer Non-Renewal. (a) Upon an Employer Non-Renewal (as defined below)Renewal, Employee shall be entitled to receive (i) accrued and unpaid Base Salary or 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, (iii) an amount equal to the Target Bonus for each calendar year during the period commencing with 2028 and (ii) continued payment of the Base Salary in effect as of the date of Employee’s termination of employment as if Employee had remained employed through ending on the end of the six twenty-four (624) month period immediately following Employee’s termination of employment (the “Employer Non-Renewal Post-Term Continuation PaymentsBonus 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 Bonus (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), (iv) 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 (v) the Equity Award Acceleration. (b) Notwithstanding anything in this Agreement to the contrary, the Employer Non-Renewal Post-Term Continuation Payments and Equity Award Acceleration, if applicable, shall immediately cease in the event that Employee breaches any of the covenants set forth in Sections 7 or 8 of this Agreement or any applicable restrictive covenants then-applicable to Employeeset forth in any agreement between Employee and the Employer Group. In order to receive the Employer Non-Renewal Post-Term Continuation PaymentsPayments and Equity Award Acceleration, if applicable, Employee must first execute and deliver a the Mutual Release within the Release Period and must not revoke the Mutual Release within the Revocation Period; provided that, for the avoidance of doubt, Employee will have fully satisfied this condition upon his execution and non-revocation of the Mutual Release regardless of whether the Employer timely executes the Mutual Release and of whether the Mutual Release becomes binding and effective. Notwithstanding anything to the contrary in the Annual Equity Award Agreements, (i) the portion of any Annual Equity Award that remains unvested as of the date of termination by the Employer in connection with an Employer Non-Renewal shall remain outstanding and unvested and shall become vested (and be exercisable and/or settled) on the eighth (8th) day after Employee has timely executed and delivered the Mutual Release, so long as Employee has not revoked the Mutual Release during the Revocation Period (regardless of whether the Employer has signed the Mutual Release and of whether the Mutual Release has become effective in accordance binding and effective), subject to compliance with its terms Section 409A of the Code, and (including ii) if Employee either does not execute and deliver the expiration Mutual Release or revokes the Mutual Release during the Revocation Period, such portion shall be forfeited for no consideration immediately following the end of any applicable revocation period contained therein or required by applicable law) within the Release Period. The Employer Non-Renewal Post-Term Continuation Payments Salary Severance shall be paid ratably in monthly installments over the Posttwenty-Term Continuation Period four-(24-) month period following termination of employment with the first such installment to be paid no later than ten (10) days following the date on which the Release becomes effective and irrevocable Severance Commencement Date (which installment shall include any installment of the Employer Non-Renewal Post-Term Continuation Payments Salary Severance that would have otherwise been paid to Employee prior to such date absent the requirement to execute the Release)Mutual Release assuming for these purposes that installments are paid on the day of each month that corresponds to the date of termination) and the remaining installments to be paid during the remaining portion of such 24 month period on the day that corresponds to the date of termination with the final installment to be paid on the first anniversary of such termination date; provided, that, if the Release Period spans two calendar years, then the first installment of the Employer Non-Renewal Post-Term Continuation Payments Salary Severance (which installment shall include any installment of the Employer Non-Renewal Post-Term Continuation Payments Salary Severance that would have been paid to Employee prior to such date absent this proviso) will be paid on the first business day of the second calendar year if such date is later than the date on which such installment would otherwise have been paid pursuant to this Subsection 4.8 4.9 absent this proviso. In the event of any termination of Employee’s employment under this Section 4.84.9, Employee shall resign all positions held with the Employer Group. For the avoidance of doubt, except as set forth in Section 4.2 and this Section 4.84.9, Employee shall not be entitled to any severance payments or benefits hereunder upon any termination of employment following December 31, 20232027.

Termination due to Employer Non-Renewal. (a) Upon an Employer Non-Renewal (as defined below)Renewal, Employee shall be entitled to receive (i) accrued and unpaid Base Salary or Annual through the date of termination, and 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 Bonusyear following the year to which such Guaranteed Bonus relates), on the scheduled payment date in accordance with Subsection 3.2, and (ii) continued payment of an amount equal to the Base Salary Guaranteed Bonus for each calendar year during the period commencing with the year in effect as of which the date of Employee’s termination occurs (including the portion of employment as if Employee had remained employed through such calendar year preceding the date of termination, to the extent not already paid) and ending on the end of the six twenty-four (624) month period immediately following Employee’s termination of employment (the “Post-Term Continuation PaymentsBonus Severance” and such period, the “Post-Term Continuation Period”) (prorated for any partial year at the end of the Post-Term Continuation Period), payable at the same time as annual bonuses in respect of the applicable 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 relates, (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 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 Group in accordance with the terms and conditions of any such plan, program, award, agreement or arrangement. (b) Notwithstanding anything in this Agreement to the contrary, the Post-Term Continuation Payments Payments, if applicable, shall immediately cease in the event that Employee breaches any of the covenants set forth in Sections 7 or 8 of this Agreement or any restrictive covenants then-applicable to EmployeeAgreement. In order to receive the Post-Term Continuation Payments, if applicable, Employee must first execute and deliver a Mutual Release that has become effective in accordance with its terms (including and not revoke the expiration of any applicable release within the revocation period contained therein or required by applicable law) within the Release Period. The Post-Term Continuation Payments Salary Severance shall be paid ratably in monthly installments over the Posttwenty-Term Continuation Period four-(24-) month period following such termination of employment with the first such installment to be paid no later than ten (10) days following the date on which the Release becomes effective and irrevocable Severance Commencement Date (which installment shall include any installment of the Post-Term Continuation Payments Salary Severance that would have otherwise been paid to Employee prior to such date absent the requirement to execute the Release)Mutual Release assuming for these purposes that installments are paid on the day of each month that corresponds to the date of termination) and the remaining installments to be paid during the remaining portion of such 24-month period on the day that corresponds to the date of termination with the final installment to be paid on the first anniversary of such termination date; provided, that, if the Release Period spans two calendar years, then the first installment of the Post-Term Continuation Payments Salary Severance (which installment shall include any installment of the Post-Term Continuation Payments Salary Severance that would have been paid to Employee prior to such date absent this proviso) will be paid on the first business day of the second calendar year if such date is later than the date on which such installment would otherwise have been paid pursuant to this Subsection 4.8 4.9 absent this proviso. In the event of any termination of Employee’s employment under this Section 4.8Subsection 4.9, Employee shall resign from all positions held with the Employer Group. For the avoidance of doubt, except as set forth in Subsection 4.2, this Section 4.8Subsection 4.9 and Subsection 4.10, Employee shall not be entitled to any severance payments or benefits hereunder upon any termination of employment following December 31, 2023the fourth anniversary of the Effective Date.

Termination due to Employer Non-Renewal. (a) Upon an Employer Non-Renewal (as defined below)Renewal, Employee shall be entitled to receive (i) accrued and unpaid Base Salary or Annual Bonus earned for any year prior to the year of termination, but not yet paid as of through the date of termination of employment, (ii) any unpaid Annual Bonus for the year prior to the year in which shall be paid in a lump sum termination occurs, (iii) reimbursement, within thirty (30) days after following submission by Employee to Employer of appropriate supporting documentation, for any unreimbursed business expenses properly incurred by Employee in accordance with Employer’s policy prior to the date of Employee’s termination of employment employment; provided claims for such reimbursement (or as otherwise required accompanied by applicable lawappropriate supporting documentation) or, in respect of the Annual Bonus, on the scheduled payment date in accordance with Subsection 3.2, and are submitted to Employer within ninety (ii90) continued payment of the Base Salary in effect as of days following the date of Employee’s termination of employment employment, (iv) all amounts and benefits then or thereafter due to Employee under the applicable terms of any 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 Group in accordance with the terms and conditions of any such plan, program, award, agreement or arrangement, (v) payment of an amount equal to one times Base Salary, payable by Employer as if Employee had remained employed through the end twelve-month anniversary of the six (6) month period immediately following Employee’s date of termination of employment (the “Employer Non-Renewal Post-Term Continuation Payments” and such period, the “Employer Non-Renewal Post-Term Continuation Period”), and (vi) the Equity Award Acceleration. (b) Notwithstanding anything in this Agreement to the contrary, the Employer Non-Renewal Post-Term Continuation Payments Payments, shall immediately cease (and Employee shall forfeit the portion of the 2023 Equity Award or Annual Equity Awards that would not otherwise have vested but for the Equity Award Acceleration and any equity received in respect thereof (and refund all of the after-tax proceeds received in respect of such equity through the sale thereof or otherwise)) in the event that Employee breaches any of the covenants set forth in Sections 7 or 8 of this Agreement or any applicable restrictive covenants then-applicable to Employeeset forth in any agreement between Employee and the Employer Group. In order to receive the Employer Non-Renewal Post-Term Continuation PaymentsPayments and Equity Award Acceleration, Employee must first execute and deliver a the Release that has become effective (and not timely revoke the Release in accordance with its terms (including the expiration of any applicable revocation period contained therein or required by applicable law) within the Release Periodterms). The Employer Non-Renewal Post-Term Continuation Payments shall be paid ratably in monthly installments over the Post-Term Continuation Period twelve- (12-) month period following termination of employment with the first such installment to be paid no later than ten (10) days following the date on which the Release becomes effective and irrevocable Severance Commencement Date (which installment shall include any installment of the Employer Non-Renewal Post-Term Continuation Payments that would have otherwise been paid to Employee prior to such date absent the requirement to execute the Release); provided, that, if the Release Period spans two calendar years, then the first installment of the Employer Non-Renewal Post-Term Continuation Payments (which installment shall include any installment of the Employer Non-Renewal Post-Term Continuation Payments that would have been paid to Employee prior to such date absent this proviso) will be paid on the first business day of the second calendar year if such date is later than the date on which such installment would otherwise have been paid pursuant to this Subsection 4.8 absent this proviso. In the event of any termination of Employee’s employment under this Section 4.8, Employee shall resign all positions held with the Employer Group. For the avoidance of doubt, except as set forth in this Section 4.8, Employee shall not be entitled to any severance payments or benefits hereunder upon any termination of employment following December 31, 2023.year