Common use of Termination for Death, Disability, Without Cause or by Employee for Good Reason or Change of Control Clause in Contracts

Termination for Death, Disability, Without Cause or by Employee for Good Reason or Change of Control. If Employee's employment by the Company is terminated pursuant to Section 5(b), (c), (e), (f) or (g), the Company shall pay to Employee or Xxxxxxxx X. Xxxxx if then living, and if not living, then to the Trustee of the Xxxxx X. Xxxxx Trust U/T/A July 6, 2006 (the "Trust"), the Accrued Payments and the compensation payments described in Section 7(c)(i), Employee's outstanding Employee Options and restricted stock or restricted stock units granted pursuant to Section 3(d) above shall be 100% vested; provided, however, that (x) Employee also must have timely notified the Company as provided in Sections 5(f) and (g), as applicable, in order to receive (i) such payments and (ii) such Employee Option and restricted stock or restricted stock unit vesting, and (y) no Employee Option shall be exercisable beyond its original option term. All amounts payable under this Section 7(c) shall be reduced by withholding for applicable taxes, if any.

Termination for Death, Disability, Without Cause or by Employee for Good Reason or Change of Control. If Employee's ’s employment by the Company is terminated pursuant to Section 5(b), (c), (e), (f) or (g), the Company shall pay to Employee or Xxxxxxxx X. Xxxxx if then living, and if not living, then to the Trustee of the Xxxxx X. Xxxxx Trust U/T/A July 6, 2006 (the "“Trust"”), the Accrued Payments and the compensation payments described in Section 7(c)(i), Employee's ’s outstanding Employee Options and restricted stock or restricted stock units granted pursuant to Section 3(d) above shall be 100% vested; provided, however, that (x) Employee also must have timely notified the Company as provided in Sections 5(f) and (g), as applicable, in order to receive (i) such payments and (ii) such Employee Option and restricted stock or restricted stock unit vesting, and (y) no Employee Option shall be exercisable beyond its original option term. All amounts payable under this Section 7(c) shall be reduced by withholding for applicable taxes, if any.