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

Termination for Cause or Without Good Reason. Upon the effective date of a termination of the Executive’s employment under this Agreement by the Company for Cause pursuant to Section 7(a) or a termination of the Executive’s employment by the Executive without Good Reason pursuant to Section 7(d), neither the Executive nor the Executive’s beneficiaries or estate shall have any further rights under this Agreement or any claims against the Company or any of its Affiliates arising out of this Agreement, except the right to receive, within 30 days after the effective date of such termination (or such earlier period as may be required by applicable law): (i) the unpaid portion of the Base Salary provided for in Section 4, computed on a prorata basis to the effective date of such termination; (ii) any accrued and unpaid cash bonus for any completed fiscal year to the extent Executive was covered by an applicable bonus plan and the applicable performance criteria were satisfied; (iii) reimbursement for any expenses incurred by the Executive up to the effective date of such termination of employment and with respect to which the Executive shall not have theretofore been reimbursed, as provided in Section 5; and (iv) the unpaid portion of any amounts earned by the Executive prior to the effective date of such termination or that are otherwise payable pursuant to any employee benefit plan or program in which the Executive participated during the Employment Period (including any accrued and unused or unpaid vacation benefits that may be earned by or due to the Executive as of the effectiveness of such termination in accordance with the Company’s policy in effect at the effective time of such termination); provided, however, that the Executive shall not be entitled to receive any benefits under any such employee benefit plan or program that have accrued during any period if the terms of such plan or program require that the beneficiary be employed by the Company as of the end of any period ending on or after the effective date of such termination.

Termination for Cause or Without Good Reason. Upon In the effective date of a termination event that the Term and Employee’s employment hereunder is terminated by Employer for Cause or by Employee without Good Reason, prior to the third anniversary of the Executive’s employment under this Agreement by the Company for Cause pursuant to Section 7(a) or a termination of the Executive’s employment by the Executive without Good Reason pursuant to Section 7(d)Effective Date, neither the Executive nor the Executive’s beneficiaries or estate then Employer shall have any no further rights obligations to Employee under this Agreement or any claims against the Company or any of its Affiliates arising out of this Agreement, except other than (a) accrued and unpaid Base Salary through the right to receivedate of termination of employment, (b) reimbursement, within 30 thirty (30) days 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; provided 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, (c) 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, and (d) notwithstanding anything herein or in any bonus or incentive agreement, arrangement, plan, policy or program to the contrary, the payment by Employer of the aggregate amount of unpaid Annual Bonuses, if applicable, in respect of any fiscal year preceding the fiscal year in which the termination of employment occurs. Such amounts in clause 4.7(a) shall be paid in a lump sum within thirty (30) days after the effective date of Employee’s termination of employment and the amounts in clause 4.7(d) shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination other than with respect to any Annual Bonus in respect of the year immediately prior to the year in which the termination occurs, which Annual Bonus will be paid at such termination (time as such Annual Bonus is otherwise paid to similarly situated senior executives, but in no event later than March 15 of the year of termination, or such earlier period as may be otherwise required by applicable law): (i) . In the unpaid portion event of any termination of the Base Salary provided Term and Employee’s employment hereunder by Employer for in Section 4Cause or by Employee without Good Reason, computed on a prorata basis to Employee shall no longer hold any positions with the Employer Group effective date as of such termination; (ii) any accrued and unpaid cash bonus for any completed fiscal year to the extent Executive was covered by an applicable bonus plan and the applicable performance criteria were satisfied; (iii) reimbursement for any expenses incurred by the Executive up to the effective date of such termination of employment and with respect to which the Executive shall not have theretofore been reimbursed, as provided in Section 5; and (iv) the unpaid portion of any amounts earned by the Executive prior to the effective date of such termination or that are otherwise payable pursuant to any employee benefit plan or program in which the Executive participated during the Employment Period (including any accrued and unused or unpaid vacation benefits that may be earned by or due to the Executive as of the effectiveness of such termination in accordance with the Company’s policy in effect at the effective time of such termination); provided, however, that the Executive shall not be entitled to receive any benefits under any such employee benefit plan or program that have accrued during any period if the terms of such plan or program require that the beneficiary be employed by the Company as of the end of any period ending on or after the effective date of such terminationemployment.

Termination for Cause or Without Good Reason. Upon In the effective event that the Term and Employee’s employment hereunder is terminated by Employer for Cause or by Employee without Good Reason, then Employer shall have no further obligations to Employee under this Agreement, other than (a) accrued and unpaid Base Salary through the date of termination of employment, (b) reimbursement, within thirty (30) days 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; provided 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, (c) 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, and (d) notwithstanding anything herein or in any bonus or incentive agreement, arrangement, plan, policy or program to the contrary, the payment by Employer of the aggregate amount of unpaid Annual Bonuses, if applicable, in respect of any fiscal year preceding the fiscal year in which the termination of employment occurs. Such amounts in clause 4.7(a) shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination of employment and the amounts in clause 4.7(d) shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination other than with respect to any Annual Bonus in respect of the year immediately prior to the year in which the termination occurs, which Annual Bonus will be paid at such time as such Annual Bonus is otherwise paid to similarly situated senior executives, but in no event later than March 15 of the year of termination. In the event of any termination of the ExecutiveTerm and Employee’s employment under this Agreement hereunder by the Company Employer for Cause pursuant to Section 7(a) or a termination by Employee for Good Reason, Employee shall no longer hold any positions with the Employer Group effective as of the Executive’s employment by the Executive without Good Reason pursuant to Section 7(d), neither the Executive nor the Executive’s beneficiaries or estate shall have any further rights under this Agreement or any claims against the Company or any of its Affiliates arising out of this Agreement, except the right to receive, within 30 days after the effective date of such termination (or such earlier period as may be required by applicable law): (i) the unpaid portion of the Base Salary provided for in Section 4, computed on a prorata basis to the effective date of such termination; (ii) any accrued and unpaid cash bonus for any completed fiscal year to the extent Executive was covered by an applicable bonus plan and the applicable performance criteria were satisfied; (iii) reimbursement for any expenses incurred by the Executive up to the effective date of such termination of employment and with respect to which the Executive shall not have theretofore been reimbursed, as provided in Section 5; and (iv) the unpaid portion of any amounts earned by the Executive prior to the effective date of such termination or that are otherwise payable pursuant to any employee benefit plan or program in which the Executive participated during the Employment Period (including any accrued and unused or unpaid vacation benefits that may be earned by or due to the Executive as of the effectiveness of such termination in accordance with the Company’s policy in effect at the effective time of such termination); provided, however, that the Executive shall not be entitled to receive any benefits under any such employee benefit plan or program that have accrued during any period if the terms of such plan or program require that the beneficiary be employed by the Company as of the end of any period ending on or after the effective date of such terminationemployment.

Termination for Cause or Without Good Reason. Upon the effective date of a termination of the (a) Executive’s employment under this Agreement may be terminated by the Company immediately for Cause pursuant to Section 7(a) or a termination of the Executive’s employment by the Executive without Good Reason pursuant upon 30 days’ written notice to Section 7(d)Company, neither the in which case Executive nor the Executive’s beneficiaries or estate shall have any further rights under this Agreement or any claims against the Company or any of its Affiliates arising out of this Agreement, except the right will be entitled to receive, within 30 days after the effective date of such termination (or such earlier period as may be required by applicable law):: (i) the any accrued, unpaid portion of the Base Salary provided for and accrued, unused vacation or other paid time off through the Termination Date, which shall be paid on Company’s regular payroll date immediately following the Termination Date in Section 4, computed on a prorata basis to the effective date of such terminationaccordance with Company’s customary payroll procedures; (ii) any accrued and earned, unpaid cash bonus for Annual Bonus with respect to any completed fiscal year to immediately preceding the extent Executive was covered by an Termination Date, which will be paid on the otherwise applicable bonus plan and the applicable performance criteria were satisfiedpayment date; (iii) reimbursement for any unreimbursed business expenses incurred by the Executive up to the effective date of such termination of employment and in accordance with respect to which the Executive shall not have theretofore been reimbursed, as provided in Section 5Company’s expense reimbursement policy; and (iv) the unpaid portion of any amounts earned by the such employee benefits, if any, as to which Executive prior to the effective date of such termination or that are otherwise payable pursuant to any employee benefit plan or program in which the Executive participated during the Employment Period (including any accrued and unused or unpaid vacation benefits that may be earned by or due to the Executive entitled under Company’s Employee Benefit Plans as of the effectiveness Termination Date. These above items are referred to collectively as the “Accrued Amounts.” The treatment of such termination any outstanding equity awards will be determined in accordance with the Equity Documents. (b) For purposes of this Agreement, “Cause” will mean: (i) any action by Executive which has or is reasonably expected to have a material adverse effect on Company; (ii) Executive’s willful failure to perform his material duties (other than any such failure resulting from incapacity due to physical or mental illness); (iii) use of alcohol or drugs which materially interferes with the performance of Executive’s duties and obligations under this Agreement; or (iv) material breach of a material term of this Agreement or any material policy of Company, including its anti-harassment policy. Cause will not exist unless the Board has provided written notice to Executive of the existence of the circumstances constituting Cause, and if such grounds are curable, Executive has had at least 15 calendar days to cure. Termination of Executive's employment will not be deemed to be for Cause until Company delivers to Executive a copy of a resolution duly adopted by a vote of not less than a majority of the Board (after written notice is provided to Executive and Executive is given an opportunity, with counsel, to be heard before the Board), finding that Executive has engaged in the conduct described. (c) For purposes of this Agreement, “Good Reason” will mean the occurrence of any of the following: (i) a reduction in Executive’s Base Salary without Executive’s written consent, other than a general reduction in Base Salary that affects all similarly situated executives in substantially the same proportions; (ii) a reduction in Executive’s Target Bonus opportunity from any Target Bonus opportunity in effect at for the effective time prior fiscal year without Executive’s written consent; (iii) a relocation of Executive’s principal place of employment by more than 50 miles without Executive’s written consent; (iv) Company's failure to obtain an agreement from any successor to assume and agree to perform this Agreement in the same manner and to the same extent that Company would be required to perform if no succession had taken place, except where such assumption occurs by operation of law; (v) any material breach by Company of any material provision of this Agreement or any material provision of any other agreement between Executive and Company (including, for the avoidance of doubt, the Equity Documents); (vi) a material, adverse change in Executive’s title, authority, duties or responsibilities (other than temporarily while Executive is physically or mentally incapacitated or as required by applicable law) without Executive’s written consent; or (vii) a material adverse change in the reporting structure applicable to Executive without Executive’s written consent. Executive may not terminate his employment for Good Reason unless Executive has provided written notice to Company of the existence of the circumstances constituting a Good Reason within 60 calendar days of the date he becomes aware of the existence of such termination); provided, however, that the grounds and Company has had at least 15 calendar days to cure. If Executive shall does not be entitled to receive any benefits under any such employee benefit plan or program that have accrued during any period if the terms provide a notice of such plan or program require that the beneficiary be employed by the Company as termination within 120 days after Executive first becomes aware of the end occurrence of any period ending on or after the effective date of applicable grounds, then Executive will be deemed to have waived Executive’s right to terminate for Good Reason with respect to such terminationgrounds.

Termination for Cause or Without Good Reason. Upon the effective date of a termination of the Executive’s employment under Employer may terminate this Agreement by the Company for Cause pursuant to Section 7(a) or a termination of the Executive’s and Executive may terminate his employment by the Executive without Good Reason pursuant (as such terms are defined below). In the event of such a termination, Executive shall receive payment of unpaid Annual Base Salary through the date of such termination, accrued but unused vacation and sick days, any authorized but unpaid annual bonus, reimbursement for any unreimbursed expenses under Section 4 of this Agreement incurred through the date of termination, and all other payments, benefits and rights under any benefit, compensation, incentive, equity or fringe benefit plan, program or arrangement or grant (such payments, rights and benefits are collectively referred to Section 7(dhereinafter as “Accrued Benefits”), neither payable no later than seven (7) days following such termination or as soon as practicable under the Executive nor terms and conditions of the applicable plan, program or arrangement that are applicable to other senior executive participants. (i) For purposes of this Agreement, “Cause” within the meaning of this Agreement shall mean: 1) Executive’s beneficiaries or estate shall have willful and material failure to comply in any further rights under material respect with the terms of this Agreement or any claims against written policies or directives of the Company Board as determined by the Board in good faith in its sole discretion that results in material and demonstrable damage to Employer; 2) Executive is convicted of, pleads guilty to, confesses to any felony or any act of its Affiliates arising out fraud, misappropriation or embezzlement; 3) Executive does not have a valid Visa; or 4) Executive engages in (i) fraudulent or dishonest acts that result in material and demonstrable damage to Employer or (ii) willful and negligent conduct causing material and demonstrable damage to the property, business or reputation of Employer. For purposes of this Agreement, except no act or failure to act by Executive shall be considered “willful” unless it is done, or omitted to be done, in bad faith or without a reasonable belief that Executive’s action or omission was in the right best interests of Employer. Any act or failure to receiveact based upon authority given pursuant to a resolution of the Board or upon the instructions of the Board or based upon the advice of counsel for Employer shall be conclusively presumed to be done, within 30 or omitted to be done, by Executive in good faith and in the best interests of Employer. Under no circumstances shall poor performance of Executive or Employer be deemed to constitute “Cause.” No termination of Executive’s employment hereunder shall be effective as a termination for Cause unless the provisions set forth in this Section 5(a) shall first have been complied with. Executive shall be given written notice by the Board (the “Cause Notice”) of its intention to terminate his employment for Cause stating in reasonable detail the particular circumstances that constitute the grounds on which the proposed termination for Cause is based, and the Cause Notice shall be received by Executive no more than thirty (30) calendar days after the effective date Board learns of such termination circumstances. Executive shall have ten (or 10) days after receiving such earlier period as may Cause Notice in which to request a hearing before the Board, wherein Executive is given an opportunity, together with his counsel, to be required heard by applicable law): the Board, such hearing to be held within fifteen (i15) days after Executive’s receipt of such Cause Notice. If, within ten (10) days following such hearing (if timely requested), and otherwise within twenty (20) days after such Cause Notice is received by Executive, the unpaid portion Board adopts by the affirmative vote of a majority of the Base Salary provided entire membership of the Board a resolution confirming that Cause for terminating Executive’s employment on the basis set forth in Section 4the Cause Notice exists, computed on and Executive receives a prorata basis to the effective date copy of such termination;resolution, Executive’s employment hereunder shall thereupon be terminated for Cause. (ii) any accrued and unpaid cash bonus for any completed fiscal year to For purposes of this Agreement, “Good Reason” shall mean the extent Executive was covered by an applicable bonus plan and the applicable performance criteria were satisfied; (iii) reimbursement for any expenses incurred by the Executive up to the effective date of such termination of employment and with respect to which the Executive shall not have theretofore been reimbursed, as provided in Section 5; and (iv) the unpaid portion occurrence of any amounts earned by the Executive prior to the effective date of such termination or that are otherwise payable pursuant to any employee benefit plan or program in which the Executive participated during the Employment Period (including any accrued and unused or unpaid vacation benefits that may be earned by or due to the Executive as of the effectiveness following events, without the written consent of such termination in accordance with the Company’s policy in effect at the effective time of such termination); provided, however, that the Executive shall not be entitled to receive any benefits under any such employee benefit plan or program that have accrued during any period if the terms of such plan or program require that the beneficiary be employed by the Company as of the end of any period ending on or after the effective date of such termination.Executive:

Termination for Cause or Without Good Reason. Upon the effective date of a termination of The Term and the Executive’s employment under this Agreement hereunder may be terminated by the Company for Cause pursuant to Section 7(a) or a termination of the Executive’s employment by the Executive without Good Reason pursuant to Section 7(d), neither the Executive nor Reason. If the Executive’s beneficiaries or estate shall have any further rights under this Agreement or any claims against employment is terminated by the Company for Cause or any of its Affiliates arising out of this Agreementby the Executive without Good Reason, except the right Executive shall be entitled to receive, within 30 days after the effective date of such termination (or such earlier period as may be required by applicable law):: (i) any accrued but unpaid Base Salary up to the unpaid portion Termination Date and any accrued but unused vacation as of the Base Salary provided for Termination Date, which shall be paid on the pay date immediately following the Termination Date (as defined in Section 4, computed on a prorata basis to 4(f)) in accordance with the effective date of such terminationCompany’s customary payroll procedures; (ii) any accrued and earned but unpaid cash bonus for Annual Bonus with respect to any completed fiscal year to immediately preceding the extent Executive was covered Termination Date, which shall be paid on the otherwise applicable payment date; provided that, if the Executive’s employment is terminated by an applicable bonus plan and the applicable performance criteria were satisfiedCompany for Cause, then any such accrued but unpaid Annual Bonus shall be forfeited; (iii) reimbursement for any unreimbursed business expenses properly incurred by the Executive up on or before the Termination Date, which shall be subject to the effective date of such termination of employment and with respect to which the Executive shall not have theretofore been reimbursed, as provided in Section 5; and (iv) the unpaid portion of any amounts earned by the Executive prior to the effective date of such termination or that are otherwise payable pursuant to any employee benefit plan or program in which the Executive participated during the Employment Period (including any accrued and unused or unpaid vacation benefits that may be earned by or due to the Executive as of the effectiveness of such termination paid in accordance with the Company’s policy in effect at the effective time of expense reimbursement policy; (iv) such termination); providedemployee benefits, howeverif any, that as to which the Executive may be entitled under the Employee Benefit Plans as of the Termination Date; provided that, in no event shall not the Executive be entitled to receive any benefits under payments in the nature of severance or termination payments pursuant to this Agreement except as specifically provided herein; and (v) any such employee benefit plan or program that have accrued during any period if earned but unpaid LTIA, subject to the terms of such plan or program require that the beneficiary be employed by the Company as and conditions of the end of any period ending on or after LTIA and the effective date of such terminationIncentive Plan (Section 4(a)(i) through Section 4(a)(v) are referred to herein collectively as the “Accrued Amounts”).

Termination for Cause or Without Good Reason. Upon the effective date of a termination of the (a) Executive’s employment under this Agreement may be terminated by the Company immediately for Cause pursuant to Section 7(a) or a termination of the Executive’s employment by the Executive without Good Reason pursuant upon 30 days’ written notice to Section 7(d)Company, neither the in which case Executive nor the Executive’s beneficiaries or estate shall have any further rights under this Agreement or any claims against the Company or any of its Affiliates arising out of this Agreement, except the right will be entitled to receive, within 30 days after the effective date of such termination (or such earlier period as may be required by applicable law):: (i) the any accrued, unpaid portion of the Base Salary provided for and accrued, unused vacation or other paid time off through the Termination Date, which shall be paid on Company’s regular payroll date immediately following the Termination Date in Section 4, computed on a prorata basis to the effective date of such terminationaccordance with Company’s customary payroll procedures; (ii) any accrued and earned, unpaid cash bonus for Annual Bonus with respect to any completed fiscal year to immediately preceding the extent Executive was covered by an Termination Date, which will be paid on the otherwise applicable bonus plan and the applicable performance criteria were satisfiedpayment date; (iii) reimbursement for any unreimbursed business expenses incurred by the Executive up to the effective date of such termination of employment and in accordance with respect to which the Executive shall not have theretofore been reimbursed, as provided in Section 5Company’s expense reimbursement policy; and (iv) the unpaid portion of any amounts earned by the such employee benefits, if any, as to which Executive prior to the effective date of such termination or that are otherwise payable pursuant to any employee benefit plan or program in which the Executive participated during the Employment Period (including any accrued and unused or unpaid vacation benefits that may be earned by or due to the Executive entitled under Company’s Employee Benefit Plans as of the effectiveness Termination Date. These above items are referred to collectively as the “Accrued Amounts.” The treatment of such termination any outstanding equity awards will be determined in accordance with the Equity Documents. (b) For purposes of this Agreement, “Cause” will mean: (i) any action by Executive which has or is reasonably expected to have a material adverse effect on Company; (ii) Executive’s willful failure to perform his/her material duties (other than any such failure resulting from incapacity due to physical or mental illness); (iii) use of alcohol or drugs which materially interferes with the performance of Executive’s duties and obligations under this Agreement; or (iv) material breach of a material term of this Agreement or any material policy in effect of Company, including its anti-harassment policy. Cause will not exist unless the Board has provided written notice to Executive of the existence of the circumstances constituting Cause, and if such grounds are curable, Executive has had at the effective time least 15 calendar days to cure. Termination of such termination); provided, however, that the Executive shall Executive's employment will not be entitled deemed to receive any benefits under any such employee benefit plan or program that have accrued during any period if the terms be for Cause until Company delivers to Executive a copy of such plan or program require that the beneficiary be employed a resolution duly adopted by the Company as a vote of not less than a majority of the end Board (after written notice is provided to Executive and Executive is given an opportunity, with counsel, to be heard before the Board), finding that Executive has engaged in the conduct described. (c) For purposes of this Agreement, “Good Reason” will mean the occurrence of any period ending on or after of the effective date of such termination.following:

Termination for Cause or Without Good Reason. Upon the effective date of a termination of the Executive’s employment under this Agreement by the Company If (i) Executive is terminated for Cause pursuant to Section 7(a6(a)(iii)(i-iii) above, or a termination of the Executive’s (ii) Executive shall voluntarily terminate his employment by the Executive hereunder without Good Reason pursuant to Section 7(d6(b)(ii) above, then the Employment Period shall terminate as of the effective date set forth in the written notice of such termination (the "Termination Date") and Executive shall be entitled to receive only his Base Salary at the rate then in effect until the Termination Date and any outstanding stock options held by Executive shall expire in accordance with the terms of the stock option plan or option agreement under which the stock options were granted. (i) If Executive is terminated for Cause pursuant to Section 6(a)(iii)(iv) above during the first eighteen months of this Agreement, the Employer shall pay within thirty days after the termination, an amount equal to Executive's annual Base Salary (at the rate in effect on the date of his termination) and annual performance bonus (based on the amount paid in the preceding year or, if the termination takes place prior to a bonus having been previously paid, the sum of $150,000.00), neither . Further (i) any unexercised stock options shall remain exercisable until the earlier of (A) the date on which the term of such stock options otherwise would have expired or (B) the second January 1 after the date of the Executive's termination; and (ii) any unvested stock options shall vest and any restricted shares shall vest just as if the Executive nor were employed through his next anniversary and without regard to the Executive’s beneficiaries performance requirements set forth in Section 3(d) of this Agreement. (ii) If in the opinion of tax counsel selected by the Executive and reasonably acceptable to the Employer, the Executive has or estate shall have will receive any further rights under compensation (including without limitation as a result of the accelerated vesting of equity awards) or recognize any income (whether or not pursuant to this Agreement or any claims against plan or other arrangement of the Company Employer and whether or not the Employment Period or the Executive's employment with the Employer has terminated) which will constitute an "excess parachute payment" within the meaning of Section 280(G)(b)(l) of the Internal Revenue Code (the "Code") (or for which a tax is otherwise payable under Section 4999 of the Code or any successor provision thereto), then the Employer shall pay the Executive an additional amount (the "Additional Amount") equal to the sum of its Affiliates arising out of this Agreement, except the right to receive, within 30 days after the effective date of such termination (or such earlier period as may be required by applicable law): (i) all taxes payable by the unpaid portion Executive under Section 4999 of the Base Salary provided for in Section 4Code with respect to all such excess parachute payments and any such Additional Amount, computed on a prorata basis to the effective date of such termination; plus (ii) any accrued all federal, state and unpaid cash bonus for any completed fiscal year to the extent local income taxes payable by Executive was covered by an applicable bonus plan and the applicable performance criteria were satisfied; (iii) reimbursement for any expenses incurred by the Executive up to the effective date of such termination of employment and with respect to which the Executive shall not have theretofore been reimbursed, as provided in Section 5; and (iv) the unpaid portion of any such Additional Amount. Any amounts earned by the Executive prior to the effective date of such termination or that are otherwise payable pursuant to any employee benefit plan or program in which this paragraph shall be paid by the Executive participated during the Employment Period (including any accrued and unused or unpaid vacation benefits that may be earned by or due Employer to the Executive as within thirty days of the effectiveness of such termination in accordance with the Company’s policy in effect at the effective time of such termination); provided, however, that the Executive shall not be entitled to receive any benefits under any such employee benefit plan or program that have accrued during any period if the terms of such plan or program require that the beneficiary be employed each written request therefor made by the Company as of the end of any period ending on or after the effective date of such terminationExecutive.

Termination for Cause or Without Good Reason. Upon the effective date of a termination of the (a) The Executive’s employment under this Agreement hereunder may be terminated by the Company for Cause pursuant to Section 7(a) or a termination of the Executive’s employment by the Executive without Good Reason pursuant to Section 7(d), neither the Executive nor Reason. If the Executive’s beneficiaries or estate shall have any further rights under this Agreement or any claims against employment is terminated by the Company for Cause or any of its Affiliates arising out of this Agreementby the Executive without Good Reason, except the right Executive shall be entitled to receive, within 30 days after the effective date of such termination (or such earlier period as may be required by applicable law):: (i) the any accrued but unpaid portion of the Base Salary provided for and accrued but unused vacation or other paid time off through the Termination Date, which shall be paid on the pay date immediately following the Termination Date (as defined below) in Section 4, computed on a prorata basis to accordance with the effective date of such terminationCompany’s customary payroll procedures; (ii) any accrued and earned but unpaid cash bonus for Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date except to the extent Executive was covered by an payment is otherwise deferred pursuant to any applicable bonus plan and the applicable performance criteria were satisfieddeferred compensation arrangement; (iii) reimbursement for any unreimbursed business expenses properly incurred by the Executive up Executive, which shall be subject to and paid in accordance with the effective date of such termination of employment and with respect to which the Executive shall not have theretofore been reimbursed, as provided in Section 5Company’s expense reimbursement policy; and (iv) the unpaid portion of any amounts earned by the Executive prior such employee benefits, if any, as to the effective date of such termination or that are otherwise payable pursuant to any employee benefit plan or program in which the Executive participated during the Employment Period (including any accrued and unused or unpaid vacation benefits that may be earned by or due to entitled under the Executive Company’s employee benefit plans as of the effectiveness Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of such severance or termination payments except as specifically provided herein. Items 5.1(a)(i) through 5.1(a)(iv) are referred to herein collectively as the “Accrued Amounts”. The treatment of any outstanding equity awards shall be determined in accordance with the Company’s policy in effect at the effective time of such termination); provided, however, that the Executive shall not be entitled to receive any benefits under any such employee benefit plan or program that have accrued during any period if the terms of such plan or program require that the beneficiary be employed by Equity Plan and the Company as applicable award agreements. (b) For purposes of the end of any period ending on or after the effective date of such termination.this Agreement, “Cause” shall mean:

Termination for Cause or Without Good Reason. Upon the effective date of a termination of (a) If the Executive’s employment under this Agreement is terminated by the Company for Cause pursuant to Section 7(a) or a termination of the Executive’s employment by the Executive without Good Reason pursuant to Section 7(d(as defined below), neither then the Executive nor shall be entitled to receive (collectively, the Executive’s beneficiaries or estate shall have any further rights under this Agreement or any claims against the Company or any of its Affiliates arising out of this Agreement, except the right to receive, within 30 days after the effective date of such termination (or such earlier period as may be required by applicable law“Accrued Amounts”): (i) any accrued but unpaid Base Salary and accrued but unused vacation which shall be paid on the unpaid portion pay date immediately following the date of the Base Salary provided for Executive’s termination in Section 4, computed on a prorata basis to accordance with the effective date of such terminationCompany’s customary payroll procedures; (ii) any accrued and earned but unpaid cash bonus for Annual Bonus with respect to any completed fiscal year to immediately preceding the extent Executive was covered date of the Executive’s termination, which shall be paid on the otherwise applicable payment date for such bonus; provided that, if the Executive’s employment is terminated by an applicable bonus plan and the applicable performance criteria were satisfiedCompany for Cause, then any such earned but unpaid Annual Bonus shall be forfeited; (iii) reimbursement for any unreimbursed business expenses properly incurred by the Executive up Executive, which shall be subject to the effective date of such termination of employment and with respect to which the Executive shall not have theretofore been reimbursed, as provided in Section 5; and (iv) the unpaid portion of any amounts earned by the Executive prior to the effective date of such termination or that are otherwise payable pursuant to any employee benefit plan or program in which the Executive participated during the Employment Period (including any accrued and unused or unpaid vacation benefits that may be earned by or due to the Executive as of the effectiveness of such termination paid in accordance with the Company’s policy expense reimbursement policy; (iv) other payments and benefits described in this Agreement that are not conditioned on continuing employment (such as indemnification rights and liability insurance); and (v) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s Employee Benefit Plans as of the date of the Executive’s termination; provided that, in no event shall the Executive be entitled to any cash payments in the nature of severance or termination payments except as specifically provided herein or the KEESA. Except as otherwise provided herein, the treatment of any outstanding equity awards shall be determined in accordance with the terms of the 2018 Incentive Plan, or any successor plan under which the awards were granted, and the applicable award agreements. (b) For purposes of this Agreement, and except as otherwise provided in the KEESA, “Cause” shall mean any of the following, as determined by the Company in its reasonable judgement, exercised in good faith: (i) the Executive’s willful and material failure to perform or gross negligence in the performance of his duties (other than any such failure resulting from his incapacity due to physical or mental illness); (ii) the Executive’s willful and material failure to comply with any valid and legal directive of the Board; (iii) the Executive’s engagement in dishonesty, illegal conduct, or misconduct, whether or not related to the Executive’s employment with the Company and including any acts that occurred prior to the Effective Date of this Agreement, in each case which the Compensation Committee reasonably determines has or could cause material financial or reputational harm to the Company or its affiliates; (iv) the Executive’s embezzlement, misappropriation, or fraud, whether or not related to the Executive’s employment with the Company, or theft of Company property; (v) the Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude; (vi) the Executive’s material breach of any material obligation under this Agreement or any other material obligation under any written agreement between the Executive and the Company; or (vii) any material failure by the Executive to comply with the material provisions of the Company’s written policies or rules (as they may be in effect at from time to time during the effective time Employment Term), including any material policy or rule contained in the Company Code of Business Conduct and Ethics, provided the Executive has been provided such policies or rules in advance of such terminationfailure. For purposes of this Section 4(b); provided, howevernone of the Executive’s acts or failures to act shall be considered “willful” unless the Executive acts, or fails to act, in bad faith or without reasonable belief that the action or failure to act was in the best interests of the Company. The Executive’s actions, or failures to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the advice of counsel for the Company shall be conclusively presumed to be in good faith and in the best interests of the Company. To terminate the Executive’s employment for Cause, the Board must provide written notice to the Executive of the existence of the circumstances providing grounds for termination for Cause within sixty (60) days after its initial knowledge of the existence of such grounds, and, except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, the Executive shall not be entitled to receive any benefits under any such employee benefit plan or program that have accrued during any period if fifteen (15) business days after the terms delivery of such plan or program require that the beneficiary be employed written notice by the Company as Board within which to cure any acts constituting Cause. If such failure, breach or refusal is timely cured, it shall not constitute grounds for a termination for Cause. (c) For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the end of any period ending on or after following, in each case during the effective date of such termination.Employment Term without the Executive’s prior written consent:

Termination for Cause or Without Good Reason. Upon the effective date of a termination of the (a) Executive’s employment under this Agreement may be terminated by the Company immediately for Cause pursuant to Section 7(a) or a termination of the Executive’s employment by the Executive without Good Reason pursuant upon 30 days’ written notice to Section 7(d)Company, neither the in which case Executive nor the Executive’s beneficiaries or estate shall have any further rights under this Agreement or any claims against the Company or any of its Affiliates arising out of this Agreement, except the right will be entitled to receive, within 30 days after the effective date of such termination (or such earlier period as may be required by applicable law):: (i) the any accrued, unpaid portion of the Base Salary provided for and accrued, unused vacation or other paid time off through the Termination Date, which shall be paid on Company’s regular payroll date immediately following the Termination Date in Section 4, computed on a prorata basis to the effective date of such terminationaccordance with Company’s customary payroll procedures; (ii) any accrued and earned, unpaid cash bonus for Annual Bonus with respect to any completed fiscal year to immediately preceding the extent Executive was covered by an Termination Date, which will be paid on the otherwise applicable bonus plan and the applicable performance criteria were satisfiedpayment date; (iii) reimbursement for any unreimbursed business expenses incurred by the Executive up to the effective date of such termination of employment and in accordance with respect to which the Executive shall not have theretofore been reimbursed, as provided in Section 5Company’s expense reimbursement policy; and (iv) the unpaid portion of any amounts earned by the such employee benefits, if any, as to which Executive prior to the effective date of such termination or that are otherwise payable pursuant to any employee benefit plan or program in which the Executive participated during the Employment Period (including any accrued and unused or unpaid vacation benefits that may be earned by or due to the Executive entitled under Company’s Employee Benefit Plans as of the effectiveness Termination Date. These above items are referred to collectively as the “Accrued Amounts.” The treatment of such termination any outstanding equity awards will be determined in accordance with the Equity Documents. (b) For purposes of this Agreement, “Cause” will mean: (i) any action by Executive which has or is reasonably expected to have a material adverse effect on Company; (ii) Executive’s willful failure to perform her material duties (other than any such failure resulting from incapacity due to physical or mental illness); (iii) use of alcohol or drugs which materially interferes with the performance of Executive’s duties and obligations under this Agreement; or (iv) material breach of a material term of this Agreement or any material policy in effect of Company, including its anti-harassment policy. Cause will not exist unless the Board has provided written notice to Executive of the existence of the circumstances constituting Cause, and if such grounds are curable, Executive has had at the effective time least 15 calendar days to cure. Termination of such termination); provided, however, that the Executive shall Executive's employment will not be entitled deemed to receive any benefits under any such employee benefit plan or program that have accrued during any period if the terms be for Cause until Company delivers to Executive a copy of such plan or program require that the beneficiary be employed a resolution duly adopted by the Company as a vote of not less than a majority of the end Board (after written notice is provided to Executive and Executive is given an opportunity, with counsel, to be heard before the Board), finding that Executive has engaged in the conduct described. (c) For purposes of this Agreement, “Good Reason” will mean the occurrence of any period ending on or after of the effective date of such termination.following:

Termination for Cause or Without Good Reason. Upon In the effective date of a termination event that the Term and Employee’s employment hereunder is terminated by Employer for Cause or by Employee without Good Reason, prior to the fourth anniversary of the Executive’s employment under this Agreement by the Company for Cause pursuant to Section 7(a) or a termination of the Executive’s employment by the Executive without Good Reason pursuant to Section 7(d)Effective Date, neither the Executive nor the Executive’s beneficiaries or estate then Employer shall have any no further rights obligations to Employee under this Agreement or any claims against the Company or any of its Affiliates arising out of this Agreement, except other than (a) accrued and unpaid Base Salary through the right to receivedate of termination of employment, (b) reimbursement, within 30 thirty (30) days 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; provided 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, (c) any Asset Sale Bonus which becomes due and payable to Employee (if any) in accordance with the terms and conditions set forth in Subsection 3.5, (d) all amounts and benefits then or thereafter due to Employee 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, and (e) notwithstanding anything herein or in any bonus or incentive agreement, arrangement, plan, policy or program to the contrary, the payment by Employer of the aggregate amount of unpaid Guaranteed Bonuses, if applicable, in respect of any completed fiscal year preceding the fiscal year in which the termination of employment occurs. Such amount in clause 4.8(a) shall be paid in a lump sum within thirty (30) days after the effective date of such Employee’s termination of employment (or such earlier period as may be otherwise required by applicable law): ) and the amounts in clause 4.8(d) shall be paid in a lump sum within thirty (i30) days after the unpaid portion date of Employee’s termination other than with respect to any Guaranteed Bonus in respect of the Base Salary provided for in Section 4, computed on a prorata basis year immediately prior to the year in which the termination occurs, which Guaranteed Bonus will be paid at such time as annual bonuses are otherwise paid to similarly situated senior executives, but in no event later than March 15th of the year of termination, or as otherwise required by applicable law. In the event of any termination of the Term and Employee’s employment hereunder by Employer for Cause or by Employee without Good Reason, Employee shall be deemed to have resigned from all positions held with the Employer Group effective date as of such termination; (ii) any accrued and unpaid cash bonus for any completed fiscal year to the extent Executive was covered by an applicable bonus plan and the applicable performance criteria were satisfied; (iii) reimbursement for any expenses incurred by the Executive up to the effective date of such termination of employment and with respect to which the Executive shall not have theretofore been reimbursed, Employee will take such actions as provided in Section 5; and (iv) the unpaid portion of any amounts earned reasonably requested by the Executive prior Employer Group to the effective date of such termination or that are otherwise payable pursuant to any employee benefit plan or program in which the Executive participated during the Employment Period (including any accrued and unused or unpaid vacation benefits that may be earned by or due to the Executive as of the effectiveness of such termination in accordance with the Company’s policy in effect at the effective time of such termination); provided, however, that the Executive shall not be entitled to receive any benefits under any such employee benefit plan or program that have accrued during any period if the terms of such plan or program require that the beneficiary be employed by the Company as of the end of any period ending on or after the effective date of such termination.