Common use of Termination for Cause or Voluntary Termination Without Good Reason Clause in Contracts

Termination for Cause or Voluntary Termination Without Good Reason. In the event the Company terminates the Executive’s employment for Cause (as hereinafter defined) or the Executive voluntarily terminates the Executive’s employment without Good Reason (as hereinafter defined), the Company shall have no further liability or obligation to the Executive under this Agreement or in connection with the Executive’s employment hereunder, except for the applicable Accrued Obligations and the Accrued Rights. The Accrued Obligations shall be payable in a lump sum within the time period required by applicable law, and in no event later than thirty (30) days following termination of employment. For purposes of this Agreement, “Cause” means termination because of: (a) an act or acts of theft, embezzlement, fraud, or dishonesty; (b) any willful misconduct or gross negligence by the Executive with regard to the Company; (c) any violation by the Executive of any fiduciary duties owed by him to the Company; (d) the Executive’s conviction of, or pleading nolo contendere or guilty to, a felony that causes damage to the Company or the Company’s reputation; (e) a material violation of the Company’s written policies, standards, or guidelines, which the Executive failed to cure within thirty (30) days after receiving written notice from the Board specifying the alleged violation; (f) the Executive’s willful failure or refusal to perform the duties and responsibilities required to be performed by the Executive under the terms of this Agreement or necessary to carry out the Executive’s job duties, which the Executive failed to cure within thirty (30) days after receiving written notice from the Board specifying the alleged willful failure or refusal; and (g) a material breach by the Executive of this Agreement that is not cured by the Executive within thirty (30) days after receipt by the Executive of a written notice from the Company of such breach specifying the details thereof. For purposes of this Agreement, “Good Reason” means (1) a reduction by the Company of the Executive’s Base Salary, without his consent; (2) a material diminution of the Executive’s duties; (3) without the Executive’s consent, the Company relocates its principal executive offices, or requires the Executive to have his principal work location change which results in the Executive’s principal work location being changed to a location in excess of thirty (30) miles from the location of the Company’s principal executive offices on the Effective Date; or (4) a successor to all or substantially all of the Company’s assets fails to assume this Agreement either contractually or by operation of law. The foregoing events shall not constitute Good Reason unless the Executive delivers to the Board a written notice of termination for Good Reason specifying the alleged Good Reason within sixty (60) days after the Executive first learns of the existence of the circumstances giving rise to Good Reason, within thirty (30) days following delivery of such notice, the Company has failed to cure the circumstances giving rise to Good Reason, and the Executive resigns within thirty (30) days after the end of the cure period.

Termination for Cause or Voluntary Termination Without Good Reason. In the event the Company terminates the Executive’s employment for Cause (as hereinafter defined) or the Executive voluntarily terminates the Executive’s employment without Good Reason (as hereinafter defined), the Company shall have no further liability or obligation to the Executive under this Agreement or in connection with the Executive’s employment hereunder, except for the applicable Accrued Obligations and the Accrued RightsObligations. The Accrued Obligations shall be payable in a lump sum within the time period required by applicable law, and in no event later than thirty (30) days following termination of employment. For purposes of this Agreement, “Cause” means termination because of: (ai) an act or acts of theft, embezzlement, fraud, or dishonesty; (bii) any willful misconduct or gross negligence by the Executive with regard to the Company; (ciii) any violation by the Executive of any fiduciary duties owed by him to the Company; (div) the Executive’s conviction of, or pleading nolo contendere or guilty to, a felony (other than a traffic infraction) or misdemeanor that causes may cause damage to the Company or the Company’s reputation; (ev) a material violation of the Company’s written policies, standards, standards or guidelines, which the Executive failed to cure within thirty (30) days after receiving written notice from the Board specifying the alleged violation; (fvi) the Executive’s willful failure or refusal to satisfactorily perform the duties and responsibilities required to be performed by the Executive under the terms of this Agreement or necessary to carry out the Executive’s job duties, which the Executive failed to cure within thirty (30) days after receiving written notice from the Board specifying the alleged willful failure or refusal; and (gvii) a material breach by the Executive of this Agreement or any other agreement to which the Executive and the Company are Parties that is not cured by the Executive within thirty twenty (3020) days after receipt by the Executive of a written notice from the Company of such breach specifying the details thereof. For purposes of this Agreement, “Good Reason” means (1) a reduction material breach by the Company of the this Agreement, or any other agreement related to Executive’s Base Salary, without his consent; (2) a material diminution of the Executive’s duties; (3) without the Executive’s consent, services to the Company relocates its principal executive offices, or requires to which the Executive to have his principal work location change which results in and the Executive’s principal work location being changed to a location in excess of thirty (30) miles from the location of the Company’s principal executive offices on the Effective Date; or (4) a successor to all or substantially all of the Company’s assets fails to assume this Agreement either contractually or by operation of lawCompany are parties. The foregoing events event shall not constitute Good Reason unless the Executive delivers to the Board Company a written notice of termination for Good Reason specifying the alleged Good Reason within sixty ninety (6090) days after the Executive first learns of the existence of the circumstances giving rise to Good Reason, within thirty (30) days following delivery of such notice, the Company has failed to cure the circumstances giving rise to Good Reason, and the Executive resigns within thirty sixty (3060) days after the end of the cure period.

Termination for Cause or Voluntary Termination Without Good Reason. In the event the Company terminates the Executive’s employment for Cause (as hereinafter defined) or the Executive voluntarily terminates the Executive’s employment without Good Reason (as hereinafter defined), the Company shall have no further liability or obligation to the Executive under this Agreement or in connection with the Executive’s employment hereunder, except for the applicable Accrued Obligations and the Accrued Rights. The Accrued Obligations shall be payable in a lump sum within the time period required by applicable law, and in no event later than thirty (30) days following termination of employment. In addition, the unvested portion of the options held by the Executive (time-based or performance-based) shall be forfeited upon the Executive termination of employment and the vested portion of the options held by the Executive shall remain exercisable until the earlier of (1) the date that is ninety (90) days following the Executive’s termination for Cause or voluntary termination without Good Reason or (2) the last day of the original term of the applicable grant. For purposes of this Agreement, “Cause” means termination because of: (a) an act or acts of theft, embezzlement, fraud, or dishonesty; (b) any willful misconduct or gross negligence by the Executive with regard to the Company; (c) any violation by the Executive of any fiduciary duties owed by him to the Company; (d) the Executive’s conviction of, or pleading nolo contendere or guilty to, a felony or misdemeanor (other than a traffic infraction) that causes may cause damage to the Company or the Company’s reputation; (e) a material violation of the Company’s written policies, standards, standards or guidelines, which the Executive failed to cure within thirty (30) days after receiving written notice from the Board specifying the alleged violation; (f) the Executive’s willful failure or refusal to satisfactorily perform the duties and responsibilities required to be performed by the Executive under the terms of this Agreement or necessary to carry out the Executive’s job duties, which the Executive failed to cure within thirty (30) days after receiving written notice from the Board specifying the alleged willful failure or refusal; and (g) a material breach by the Executive of this Agreement that is not cured by the Executive within thirty (30) days after receipt by the Executive of a written notice from the Company of such breach specifying the details thereof. For purposes of this Agreement, “Good Reason” means (1) a reduction by the Company of the Executive’s Base Salary, without his consent; (2) a material diminution of the Executive’s duties; (3) without the Executive’s consent, the Company relocates its principal executive offices, or requires the Executive to have his principal work location change which results in the Executive’s principal work location being changed to a location in excess of thirty (30) miles from the location of the Company’s principal executive offices on the Effective Date; or (4) a successor to all or substantially all of the Company’s assets fails to assume this Agreement either contractually or by operation of law. The foregoing events shall not constitute Good Reason unless the Executive delivers to the Board a written notice of termination for Good Reason specifying the alleged Good Reason within sixty (60) days after the Executive first learns of the existence of the circumstances giving rise to Good Reason, within thirty (30) days following delivery of such notice, the Company has failed to cure the circumstances giving rise to Good Reason, and the Executive resigns within thirty (30) days after the end of the cure period.

Termination for Cause or Voluntary Termination Without Good Reason. In the event the Company terminates the Executive’s employment for Cause (as hereinafter defineddefined below) or the Executive voluntarily terminates the Executive’s employment without Good Reason (as hereinafter defineddefined below), the Company shall have no further liability or obligation to the Executive under this Agreement or in connection with the Executive’s employment hereunder, except for the applicable Accrued Obligations and the Accrued RightsObligations. The Accrued Obligations shall be payable in a lump sum within the time period required by applicable law, and in no event later than thirty (30) days following termination of employment. For purposes of this Agreement, “Cause” means termination because of: (ai) an act or acts Executive’s conviction of theft, embezzlement, fraudembezzlement of money or other property of the Company, or dishonestyfraud; (bii) any willful misconduct or act of gross negligence by in performing the duties assigned to Executive consistent with regard to the Companyterms of this Agreement; (c) any violation by the Executive of any fiduciary duties owed by him to the Company; (diii) the Executive’s conviction of, or pleading nolo contendere or guilty to, a felony that causes damage willful refusal to execute the Company or duties assigned to him consistent with the Company’s reputationterms of this Agreement; (eiv) a material violation of the Company’s written or oral policies, standards, standards or guidelines, guidelines which results in material adverse consequences or damage to the Executive failed to cure within thirty Company; or (30) days after receiving written notice from the Board specifying the alleged violation; (f) the Executive’s willful failure or refusal to perform the duties and responsibilities required to be performed by the Executive under the terms of this Agreement or necessary to carry out the Executive’s job duties, which the Executive failed to cure within thirty (30) days after receiving written notice from the Board specifying the alleged willful failure or refusal; and (gv) a material breach by the Executive of the Executive’s duty of confidentiality under Article IV of this Agreement or breach of the Employee Confidential Information and Invention Assignment Agreement, attached hereto as Exhibit B; provided, however, that is the occurrence of any events described in clauses (ii), (iii), (iv) and (v) shall not cured by constitute Cause unless the Executive within has first received written notice containing a reasonably detailed description of such occurrence and a period of thirty (30) days after from receipt by the Executive of a written notice from the Company of such breach specifying notice to cure such event and an opportunity for the details thereofExecutive, together with his counsel or other representatives, to be heard before the Board. Upon Executive’s cure of such event during the cure period, Cause shall be deemed not to have occurred. For purposes of this Agreement, “Good Reason” means (1i) a reduction by the Company of in the Executive’s Base Salary, without his consentbonus or other compensation then in effect; (2ii) a material diminution change in the location (outside of the Executive’s duties; (3Southern California) without the Executive’s consent, that the Company relocates its principal executive offices, or requires the Executive to have his principal work reside in order to perform a majority of Executive services, but excluding a change in location change which results in due the Executive’s principal work location being changed to a location in excess of thirty (30) miles from the location relocation of the Company’s principal executive offices on offices; (iii) failure to allow the Effective DateExecutive to participate in the benefits set forth in this Agreement; or (4iv) a successor to all or substantially all change in Executive’s title from President and Chief Executive Officer; (v) the occurrence of a Change in Control (as defined in the Company’s assets fails 2010 Stock Option/Issuance Plan or any successor plan); (vi) a material breach by the Company of the terms of this Agreement, or (vii) failure by the Company to assume renew this Agreement either contractually beyond the Initial Term or by operation of lawany subsequent Additional Term. The foregoing events Any event described in (i) through (vi) shall not constitute Good Reason unless the Executive (x) delivers to the Board Company a written notice of termination for Good Reason specifying the alleged such Good Reason within sixty ninety (6090) days after the Executive first learns of the existence of the circumstances giving rise to Good Reason, (y) within thirty (30) days following delivery of such notice, the Company has failed fails to cure the circumstances giving rise to Good Reason, and (z) the Executive resigns terminates employment within thirty sixty (3060) days after following such cure period. Upon the end Company’s cure of such event during the cure period, Good Reason shall be deemed not to have occurred.