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

Termination for Good Reason or Without Cause. At any time during the Term, (i) Executive may terminate the Term and Executive’s employment hereunder for “Good Reason” (as defined below) and (ii) the Company may terminate the Term and Executive’s employment hereunder without Cause (that is, other than by death, Disability or for Cause, in accordance with Section 6(a), 6(b) or 6(c), respectively). “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any of the following events: (A) a reduction in the nature or scope of Executive’s responsibilities, duties or authority from those contemplated by this Agreement; (B) a reduction in the then current Base Salary; (C) causing or requiring Executive to report to any person other than the Board; (D) the relocation of Executive’s primary office to a location that is not within a sixty (60) mile radius of the Company’s offices in McLean, Virginia; or (E) any other breach by the Company of a material term of this Agreement, including but not limited to a breach of Section 8(d)(iii) by failing to cause any successor to the Company to expressly assume and agree to perform this Agreement; provided, that any such event described in (A) through (E) above shall not constitute Good Reason unless Executive delivers to the Company a Notice of Termination for Good Reason within ninety (90) days after Executive first learns of the existence of the circumstances giving rise to Good Reason, and within thirty (30) days following the delivery of such Notice of Termination for Good Reason the Company has failed to cure the circumstances giving rise to Good Reason. Upon the termination of Executive’s employment hereunder pursuant to this Section 6(d), Executive shall receive (i) the Accrued Amounts, and (ii) subject to Executive’s execution, delivery and non-revocation of an effective release of all claims against the Company Group substantially in the form attached hereto as Exhibit A (the “Release”) within the forty-five (45) day period following the date of the termination of Executive’s employment (the last day of such 45-day period, the “Release Date”): (A) for a period of twelve (12) months following the date of termination (the “Severance Period”), an amount equal to the sum of (x) one (1) times Executive’s then current Base Salary and (y) one (1) times Executive’s then current Target Bonus, such amount to be paid in accordance with regular payroll practices during the Severance Period; provided that, if such termination occurs within the twelve (12) month period commencing on a Change in Control (as defined in the Company’s 2009 Stock Incentive Plan), then the cash severance amounts described in this paragraph shall be paid to Executive in a single lump sum and in addition to such cash severance payment, one hundred percent (100%) of Executive’s then outstanding stock options and other equity awards shall become vested and exercisable, as applicable pursuant to the terms of the applicable equity award agreements; and (B) subject to Executive making a timely election to continue such coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), continued health insurance coverage under the Company’s benefit plans at active employee contribution rates, for the Severance Period (or, at the Company’s election, Executive shall pay the full cost of such COBRA premiums and the Company shall promptly reimburse Executive for such COBRA premiums); provided that, such coverage shall terminate earlier if and to the extent Executive becomes eligible to receive health insurance coverage under a plan maintained or provided for the employees of any subsequent employer. All other benefits, if any, due Executive following a termination pursuant to this Section 6(d) shall be determined in accordance with the plans, policies and practices of the Company; provided, that Executive shall not be entitled to any payments or benefits under any severance plan, policy or program of the Company Group. Executive shall not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment. Assuming Executive’s execution and non-revocation of the Release before the Release Date, the cash severance amounts payable under this paragraph shall commence or be made on the date that is sixty (60) days after Executive’s termination of employment hereunder pursuant to this Section 6(d).

Termination for Good Reason or Without Cause. At any time during the Term, (i) Executive may terminate the Term and Executive’s employment hereunder for “Good Reason” (as defined below) and (ii) the Company may terminate the Term and Executive’s employment hereunder without Cause (that is, other than by death, Disability or for Cause, in accordance with Section 6(a9(a), 6(b9(b) or 6(c9(c), respectively). “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any of the following events: (A) a reduction in the nature or scope of Executive’s responsibilities, duties or authority from those contemplated by this Agreement; (B) a reduction in the then current Base Salary; (C) causing or requiring Executive to report to any person other than the BoardCEO; (D) the relocation of Executive’s primary office to a location that is not within a sixty (60) mile radius of the Company’s offices in McLeanTempe, VirginiaArizona; or (E) any other breach by the Company of a material term of this Agreement, including but not limited to a breach of Section 8(d)(iii11(d)(iii) by failing to cause any successor to the Company to expressly assume and agree to perform this Agreement; provided, that any such event described in (A) through (E) above shall not constitute Good Reason unless Executive delivers to the Company a Notice of Termination for Good Reason within ninety (90) days after Executive first learns of the existence of the circumstances giving rise to Good Reason, and within thirty (30) days following the delivery of such Notice of Termination for Good Reason the Company has failed to cure the circumstances giving rise to Good Reason. Upon the termination of Executive’s employment hereunder pursuant to this Section 6(d9(d), Executive shall receive (i) the Accrued Amounts, and (ii) subject to Executive’s execution, delivery and non-revocation of an effective release of all claims against the Company Group substantially in the form attached hereto as Exhibit A (the “Release”) within the forty-five (45) day period following the date of the termination of Executive’s employment (the last day of such 45-day period, the “Release Date”): (A) for a period of twelve (12) months following the date of termination (the “Severance Period”), an amount equal to the sum of (x) one (1) times Executive’s then current Base Salary and (y) one (1) times Executive’s then current Target Bonus, such amount to be paid in accordance with regular payroll practices during the Severance Period; and (B) subject to Executive making a timely election to continue such coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, continued health insurance coverage under the Company’s benefit plans at active employee contribution rates, for the Severance Period; provided that, such coverage shall terminate earlier if and to the extent Executive becomes eligible to receive health insurance coverage under a plan maintained or provided for the employees of any subsequent employer; provided, further that if such termination occurs within the twelve (12) month period commencing on a Change in Control (as defined in the Company’s 2009 Stock Incentive Plan), then the cash severance amounts described in this paragraph shall be paid to Executive in a single lump sum and in addition to such cash severance payment, one hundred percent (100%) of Executive’s then outstanding stock options and other equity awards shall become vested and exercisable, as applicable pursuant to the terms of the applicable equity award agreements; and (B) subject to Executive making a timely election to continue such coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), continued health insurance coverage under the Company’s benefit plans at active employee contribution rates, for the Severance Period (or, at the Company’s election, Executive shall pay the full cost of such COBRA premiums and the Company shall promptly reimburse Executive for such COBRA premiums); provided that, such coverage shall terminate earlier if and to the extent Executive becomes eligible to receive health insurance coverage under a plan maintained or provided for the employees of any subsequent employer. All other benefits, if any, due Executive following a termination pursuant to this Section 6(d9(d) shall be determined in accordance with the plans, policies and practices of the Company; provided, that Executive shall not be entitled to any payments or benefits under any severance plan, policy or program of the Company Group. Executive shall not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment. Assuming Executive’s execution and non-revocation of the Release before the Release Date, the cash severance amounts payable under this paragraph shall commence or be made on the date that is sixty (60) days after Executive’s termination of employment hereunder pursuant to this Section 6(d9(d).

Termination for Good Reason or Without Cause. At any time during the Term, (i) Executive may terminate the Term and Executive’s employment hereunder for “Good Reason” Reason (as defined below) ), provided the Company has not previously notified her of its intent to terminate his employment for Cause and (ii) the Company may terminate the Term and Executive’s employment hereunder without Cause (that is, other than by death, Disability or for Cause, in accordance with Section 6(a8(a), 6(b8(b) or 6(c8(c), respectively). “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any either of the following events: (Aa) a material reduction in the nature or scope of Executive’s responsibilities, duties and/or authority; provided, that a change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless Executive’s responsibilities, duties and/or or authority from those contemplated by this Agreementare materially reduced; or (Bb) a material reduction in Executive’s then-current Base Salary, which the then Company and Executive agree is at least 10% of Executive’s then-current Base Salary; (C) causing or requiring Executive provided, that a reduction in Base Salary shall not be “Good Reason” to report to any person other than the Board; (D) extent that the relocation salary reduction is made as part of Executive’s primary office to a location that is not within a sixty (60) mile radius broader salary reduction program of the Company’s offices in McLean, Virginia; or (E) any other breach by the Company affecting a majority of a material term of this Agreement, including but not limited to a breach of Section 8(d)(iii) by failing to cause any successor to the Company to expressly assume and agree to perform this Agreementsimilarly situated employees; provided, that any such event described in (Aa) through or (Eb) above shall not constitute Good Reason unless Executive delivers to the Company a Notice of Termination for Good Reason within ninety (90) days after Executive first learns of the initial existence of the circumstances giving rise to Good Reason, and within thirty (30) days following the delivery receipt of such Notice of Termination for Good Reason the Company has failed to reasonably cure the circumstances giving rise to Good Reason. Upon the termination of Executive’s employment hereunder pursuant to this Section 6(d), Executive shall receive (i) the Accrued Amounts, and Executive terminates his employment within thirty (ii30) subject to Executive’s executiondays following the end of the cure period, delivery and non-revocation of an effective release of all claims against the Company Group substantially or (c) a material change in the form attached hereto as Exhibit A location at which Executive must perform her services; provided that in no event will the relocation of Executive to a facility or location of fifty (the “Release”50) within the forty-five (45) day period following the date of the termination of Executive’s employment (the last day of such 45-day period, the “Release Date”): (A) for a period of twelve (12) months following the date of termination (the “Severance Period”), an amount equal to the sum of (x) one (1) times miles or less from Executive’s then current Base Salary office location be deemed material for purposes of this Agreement and (yd) one (1) times Executive’s then current Target Bonus, such amount to be paid in accordance with regular payroll practices during the Severance Period; provided that, if such termination occurs within the twelve (12) month period commencing on a Change in Control (as defined in the Company’s 2009 Stock Incentive Plan), then the cash severance amounts described in this paragraph shall be paid to Executive in a single lump sum and in addition to such cash severance payment, one hundred percent (100%) material breach of Executive’s then outstanding stock options and other equity awards shall become vested and exercisable, as applicable pursuant to the terms of the applicable equity award agreements; and (B) subject to Executive making a timely election to continue such coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), continued health insurance coverage under the Company’s benefit plans at active employee contribution rates, for the Severance Period (or, at the Company’s election, Executive shall pay the full cost of such COBRA premiums and the Company shall promptly reimburse Executive for such COBRA premiums); provided that, such coverage shall terminate earlier if and to the extent Executive becomes eligible to receive health insurance coverage under a plan maintained or provided for the employees of any subsequent employer. All other benefits, if any, due Executive following a termination pursuant to this Section 6(d) shall be determined in accordance with the plans, policies and practices of the Company; provided, that Executive shall not be entitled to any payments or benefits under any severance plan, policy or program of the Company Group. Executive shall not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment. Assuming Executive’s execution and non-revocation of the Release before the Release Date, the cash severance amounts payable under this paragraph shall commence or be made on the date that is sixty (60) days after Executive’s termination of employment hereunder pursuant to this Section 6(d)by Company.

Termination for Good Reason or Without Cause. At any time during the Term, (i) Executive may terminate the Term and Executive’s employment hereunder for “Good Reason” (as defined below) and (ii) the Company may terminate the Term and Executive’s employment hereunder without Cause (that is, other than by death, Disability or for Cause, in accordance with Section 6(a9(a), 6(b9(b) or 6(c9(c), respectively). “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any of the following events: (A) a reduction in the nature or scope of Executive’s responsibilities, duties or authority from those contemplated by this Agreement; (B) a reduction in the then current Base Salary; (C) causing or requiring Executive to report to any person other than the BoardCEO; (D) the relocation of Executive’s primary office to a location that is not within a sixty (60) mile radius of the Company’s offices in McLean, Virginia; or (E) any other breach by the Company of a material term of this Agreement, including but not limited to a breach of Section 8(d)(iii11(d)(iii) by failing to cause any successor to the Company to expressly assume and agree to perform this Agreement; provided, that any such event described in (A) through (E) above shall not constitute Good Reason unless Executive delivers to the Company a Notice of Termination for Good Reason within ninety (90) days after Executive first learns of the existence of the circumstances giving rise to Good Reason, and within thirty (30) days following the delivery of such Notice of Termination for Good Reason the Company has failed to cure the circumstances giving rise to Good Reason, and Executive’s resignation from all positions he then holds with the Company is effective not later than thirty (30) days following the end of the cure period. Upon the termination of Executive’s employment hereunder pursuant to this Section 6(d9(d), Executive shall receive (i) the Accrued Amounts, Amounts and (ii) subject to Executive’s execution, delivery and non-revocation of an effective release of all claims against the Company Group substantially in the form attached hereto as Exhibit A (the “Release”) within the forty-five (45) day period following the date of the termination of Executive’s employment Separation from Service, the following severance benefits (the last day of such 45-day periodcollectively, the “Release DateSeverance Benefits”): (A) for a period of twelve (12) months following the date of termination (the “Severance Period”), an amount equal to the sum of (x) one (1) times Executive’s then current Base Salary and (y) one (1) times Executive’s then current Target Bonus, such amount to be paid in accordance with regular payroll practices during the Severance Period; provided that, if such termination occurs within the twelve (12) month period commencing on a Change in Control (as defined in the Company’s 2009 Stock Incentive Plan), then the cash severance amounts described in this paragraph shall be paid to Executive in a single lump sum and in addition to such cash severance payment, one hundred percent (100%) of Executive’s then outstanding stock options and other equity awards shall become vested and exercisable, as applicable pursuant to the terms of the applicable equity award agreements; and (B) subject to Executive making a timely election to continue such coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), continued health insurance coverage under the Company’s benefit plans at active employee contribution rates, for the Severance Period (or, at the Company’s election, Executive shall pay the full cost of such COBRA premiums and the Company shall promptly reimburse Executive for such COBRA premiums); provided that, such coverage shall terminate earlier if and to the extent Executive becomes eligible to receive health insurance coverage under a plan maintained or provided for the employees of any subsequent employer. All other benefits, if any, due Executive following a termination pursuant to this Section 6(d) shall be determined in accordance with the plans, policies and practices of the Company; provided, that Executive shall not be entitled to any payments or benefits under any severance plan, policy or program of the Company Group. Executive shall not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment. Assuming Executive’s execution and non-revocation of the Release before the Release Date, the cash severance amounts payable under this paragraph shall commence or be made on the date that is sixty (60) days after Executive’s termination of employment hereunder pursuant to this Section 6(d).):

Termination for Good Reason or Without Cause. At any time during the Term, (i) Executive may terminate the Term and Executive’s employment hereunder for “Good Reason” Reason (as defined below) ), provided the Company has not previously notified him in writing of its intent to terminate his employment for Cause, and (ii) the Company may terminate the Term and Executive’s employment hereunder without Cause (that is, other than by death, Disability or for Cause, in accordance with Section 6(a8(a), 6(b8(b) or 6(c8(c), respectively, collectively, an “Involuntary Termination”). “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any of the following events: (Aa) a material reduction in the nature or scope of Executive’s responsibilities, duties or and/or authority; provided, that a change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless Executive’s responsibilities, duties and/or authority from those contemplated by this Agreementare materially reduced; (Bb) a material reduction in Executive’s then-current Base Salary, which the then Company and Executive agree is at least 10% of Executive’s then-current Base Salary; (C) causing or requiring Executive provided, that a reduction in Base Salary shall not be “Good Reason” to report to any person other than the Boardextent the reduction is made as part of a broader compensation reduction program of the Company affecting a majority of similarly situated employees; (Dc) the relocation of Executive’s primary office to a location that is not within a sixty (60) mile radius of the Company’s offices in McLean, Virginia; or (E) any other breach by the Company of a material term of this Agreement, including but not limited to a breach of Section 8(d)(iii) by failing to cause any successor to change in the Company to expressly assume and agree to location at which Executive must perform this Agreementhis services; provided, that any such in no event will the relocation of Executive to a facility or location of fifty (50) miles or less from Executive’s then current office location be deemed material for purposes of this Agreement; or (d) a material breach of this Agreement by the Company. No event described in clauses (Aa) through (Ed) above shall not constitute Good Reason unless Executive delivers to the Company a Notice of Termination for Good Reason within ninety (90) days after Executive first learns of the initial existence of the circumstances giving rise to Good Reason, and within thirty (30) days following the delivery receipt of such Notice of Termination for Good Reason the Company has failed to reasonably cure the circumstances giving rise to Good Reason. Upon the termination of Executive’s employment hereunder pursuant to this Section 6(d), Executive shall receive (i) the Accrued Amounts, and Executive terminates his employment within thirty (ii30) subject to Executive’s execution, delivery and non-revocation of an effective release of all claims against the Company Group substantially in the form attached hereto as Exhibit A (the “Release”) within the forty-five (45) day period days following the date end of the termination of Executive’s employment (the last 30 day of such 45-day cure period, the “Release Date”): (A) for a period of twelve (12) months following the date of termination (the “Severance Period”), an amount equal to the sum of (x) one (1) times Executive’s then current Base Salary and (y) one (1) times Executive’s then current Target Bonus, such amount to be paid in accordance with regular payroll practices during the Severance Period; provided that, if such termination occurs within the twelve (12) month period commencing on a Change in Control (as defined in the Company’s 2009 Stock Incentive Plan), then the cash severance amounts described in this paragraph shall be paid to Executive in a single lump sum and in addition to such cash severance payment, one hundred percent (100%) of Executive’s then outstanding stock options and other equity awards shall become vested and exercisable, as applicable pursuant to the terms of the applicable equity award agreements; and (B) subject to Executive making a timely election to continue such coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), continued health insurance coverage under the Company’s benefit plans at active employee contribution rates, for the Severance Period (or, at the Company’s election, Executive shall pay the full cost of such COBRA premiums and the Company shall promptly reimburse Executive for such COBRA premiums); provided that, such coverage shall terminate earlier if and to the extent Executive becomes eligible to receive health insurance coverage under a plan maintained or provided for the employees of any subsequent employer. All other benefits, if any, due Executive following a termination pursuant to this Section 6(d) shall be determined in accordance with the plans, policies and practices of the Company; provided, that Executive shall not be entitled to any payments or benefits under any severance plan, policy or program of the Company Group. Executive shall not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment. Assuming Executive’s execution and non-revocation of the Release before the Release Date, the cash severance amounts payable under this paragraph shall commence or be made on the date that is sixty (60) days after Executive’s termination of employment hereunder pursuant to this Section 6(d).

Termination for Good Reason or Without Cause. At any time during the Term, (i) Executive may terminate the Term and Executive’s employment hereunder for “Good Reason” Reason (as defined below) ), provided the Company has not previously notified him of its intent to terminate his employment for Cause and (ii) the Company may terminate the Term and Executive’s employment hereunder without Cause (that is, other than by death, Disability or for Cause, in accordance with Section 6(a9(a), 6(b9(b) or 6(c9(c), respectively). “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any either of the following events: (Aa) a material reduction in the nature or scope of Executive’s responsibilities, duties and/or authority; provided, that a change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless Executive’s responsibilities, duties and/or or authority from those contemplated by this Agreementare materially reduced; or (Bb) a material reduction in Executive’s then-current Base Salary, which the then Company and Executive agree is at least 10% of Executive’s then-current Base Salary; (C) causing or requiring Executive provided, that a reduction in Base Salary shall not be “Good Reason” to report to any person other than the Board; (D) extent that the relocation salary reduction is made as part of Executive’s primary office to a location that is not within a sixty (60) mile radius broader salary reduction program of the Company’s offices in McLean, Virginia; or (E) any other breach by the Company affecting a majority of a material term of this Agreement, including but not limited to a breach of Section 8(d)(iii) by failing to cause any successor to the Company to expressly assume and agree to perform this Agreementsimilarly situated employees; provided, that any such event described in (Aa) through or (Eb) above shall not constitute Good Reason unless Executive delivers to the Company a Notice of Termination for Good Reason within ninety (90) days after Executive first learns of the initial existence of the circumstances giving rise to Good Reason, and within thirty (30) days following the delivery receipt of such Notice of Termination for Good Reason the Company has failed to reasonably cure the circumstances giving rise to Good Reason. Upon the termination of Executive’s employment hereunder pursuant to this Section 6(d), Executive shall receive (i) the Accrued Amounts, and Executive terminates his employment within thirty (ii30) subject to Executive’s execution, delivery and non-revocation of an effective release of all claims against the Company Group substantially in the form attached hereto as Exhibit A (the “Release”) within the forty-five (45) day period days following the date end of the termination of Executive’s employment (the last day of such 45-day cure period, the “Release Date”): (A) for a period of twelve (12) months following the date of termination (the “Severance Period”), an amount equal to the sum of (x) one (1) times Executive’s then current Base Salary and (y) one (1) times Executive’s then current Target Bonus, such amount to be paid in accordance with regular payroll practices during the Severance Period; provided that, if such termination occurs within the twelve (12) month period commencing on a Change in Control (as defined in the Company’s 2009 Stock Incentive Plan), then the cash severance amounts described in this paragraph shall be paid to Executive in a single lump sum and in addition to such cash severance payment, one hundred percent (100%) of Executive’s then outstanding stock options and other equity awards shall become vested and exercisable, as applicable pursuant to the terms of the applicable equity award agreements; and (B) subject to Executive making a timely election to continue such coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), continued health insurance coverage under the Company’s benefit plans at active employee contribution rates, for the Severance Period (or, at the Company’s election, Executive shall pay the full cost of such COBRA premiums and the Company shall promptly reimburse Executive for such COBRA premiums); provided that, such coverage shall terminate earlier if and to the extent Executive becomes eligible to receive health insurance coverage under a plan maintained or provided for the employees of any subsequent employer. All other benefits, if any, due Executive following a termination pursuant to this Section 6(d) shall be determined in accordance with the plans, policies and practices of the Company; provided, that Executive shall not be entitled to any payments or benefits under any severance plan, policy or program of the Company Group. Executive shall not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment. Assuming Executive’s execution and non-revocation of the Release before the Release Date, the cash severance amounts payable under this paragraph shall commence or be made on the date that is sixty (60) days after Executive’s termination of employment hereunder pursuant to this Section 6(d).

Termination for Good Reason or Without Cause. At any time during the Term, (i) Executive may terminate the Term and Executive’s employment hereunder for “Good Reason” (as defined below) and (ii) the Company may terminate the Term and Executive’s employment hereunder without Cause (that is, other than by death, Disability or for Cause, in accordance with Section 6(a), 6(b) or 6(c), respectively). “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any of the following events: (A) a reduction in the nature or scope of Executive’s responsibilities, duties or authority from those contemplated by this Agreement; (B) a reduction in the then current Base Salary; (C) causing or requiring Executive to report to any person other than the BoardCEO; (D) the relocation of Executive’s primary office to a location that is not within a sixty (60) mile radius of the Company’s offices in McLean, Virginia; or (E) any other breach by the Company of a material term of this Agreement, including but not limited to a breach of Section 8(d)(iii11(d)(iii) by failing to cause any successor to the Company to expressly assume and agree to perform this Agreement; provided, that any such event described in (A) through (E) above shall not constitute Good Reason unless Executive delivers to the Company a Notice of Termination for Good Reason within ninety (90) days after Executive first learns of the existence of the circumstances giving rise to Good Reason, and within thirty (30) days following the delivery of such Notice of Termination for Good Reason the Company has failed to cure the circumstances giving rise to Good Reason, and Executive’s resignation from all positions he then holds with the Company is effective not later than thirty (30) days following the end of the cure period. Upon the termination of Executive’s employment hereunder pursuant to this Section 6(d), Executive shall receive (i) the Accrued Amounts, accrued Amounts and (ii) subject to Executive’s execution, delivery and non-revocation of an effective release of all claims against the Company Group substantially in the form attached hereto as Exhibit A (the “Release”) within the forty-five (45) day period following the date of the termination of Executive’s employment Separation from Service, the following severance benefits (the last day of such 45-day periodcollectively, the “Release DateSeverance Benefits”): (A) for a period of twelve (12) months following the date of termination (the “Severance Period”), an amount equal to the sum of (x) one (1) times Executive’s then current Base Salary and (y) one (1) times Executive’s then current Target Bonus, such amount to be paid in accordance with regular payroll practices during the Severance Period; provided that, if such termination occurs within the twelve (12) month period commencing on a Change in Control (as defined in the Company’s 2009 Stock Incentive Plan), then the cash severance amounts described in this paragraph shall be paid to Executive in a single lump sum and in addition to such cash severance payment, one hundred percent (100%) of Executive’s then outstanding stock options and other equity awards shall become vested and exercisable, as applicable pursuant to the terms of the applicable equity award agreements; and (B) subject to Executive making a timely election to continue such coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), continued health insurance coverage under the Company’s benefit plans at active employee contribution rates, for the Severance Period (or, at the Company’s election, Executive shall pay the full cost of such COBRA premiums and the Company shall promptly reimburse Executive for such COBRA premiums); provided that, such coverage shall terminate earlier if and to the extent Executive becomes eligible to receive health insurance coverage under a plan maintained or provided for the employees of any subsequent employer. All other benefits, if any, due Executive following a termination pursuant to this Section 6(d) shall be determined in accordance with the plans, policies and practices of the Company; provided, that Executive shall not be entitled to any payments or benefits under any severance plan, policy or program of the Company Group. Executive shall not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment. Assuming Executive’s execution and non-revocation of the Release before the Release Date, the cash severance amounts payable under this paragraph shall commence or be made on the date that is sixty (60) days after Executive’s termination of employment hereunder pursuant to this Section 6(d).):

Termination for Good Reason or Without Cause. At any time during the Term, (i) Executive may terminate the Term and Executive’s employment hereunder for “Good Reason” (as defined below) and (ii) the Company may terminate the Term and Executive’s employment hereunder without Cause (that is, other than by death, Disability or for Cause, in accordance with Section 6(a9(a), 6(b9(b) or 6(c9(c), respectively). “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any of the following events: (A) a reduction in the nature or scope of Executive’s responsibilities, duties or authority from those contemplated by this Agreement; (B) a reduction in the then current Base Salary; (C) causing or requiring Executive to report to any person other than the BoardCEO; (D) the relocation of Executive’s primary office to a location that is not within a sixty (60) mile radius of the Company’s offices in McLeanTempe, VirginiaArizona; or (E) any other breach by the Company of a material term of this Agreement, including but not limited to a breach of Section 8(d)(iii11(d)(iii) by failing to cause any successor to the Company to expressly assume and agree to perform this Agreement; provided, that any such event described in (A) through (E) above shall not constitute Good Reason unless Executive delivers to the Company a Notice of Termination for Good Reason within ninety (90) days after Executive first learns of the existence of the circumstances giving rise to Good Reason, and within thirty (30) days following the delivery of such Notice of Termination for Good Reason the Company has failed to cure the circumstances giving rise to Good Reason, and Executive’s resignation from all positions he then holds with the Company is effective not later than thirty (30) days following the end of the cure period. Upon the termination of Executive’s employment hereunder pursuant to this Section 6(d9(d), Executive shall receive (i) the Accrued Amounts, Amounts and (ii) subject to Executive’s execution, delivery and non-revocation of an effective release of all claims against the Company Group substantially in the form attached hereto as Exhibit A (the “Release”) within the forty-five (45) day period following the date of the termination of Executive’s employment Separation from Service, the following severance benefits (the last day of such 45-day periodcollectively, the “Release DateSeverance Benefits”): (A) for a period of twelve (12) months following the date of termination (the “Severance Period”), an amount equal to the sum of (x) one (1) times Executive’s then current Base Salary and (y) one (1) times Executive’s then current Target Bonus, such amount to be paid in accordance with regular payroll practices during the Severance Period; provided that, if such termination occurs within the twelve (12) month period commencing on a Change in Control (as defined in the Company’s 2009 Stock Incentive Plan), then the cash severance amounts described in this paragraph shall be paid to Executive in a single lump sum and in addition to such cash severance payment, one hundred percent (100%) of Executive’s then outstanding stock options and other equity awards shall become vested and exercisable, as applicable pursuant to the terms of the applicable equity award agreements; and (B) subject to Executive making a timely election to continue such coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), continued health insurance coverage under the Company’s benefit plans at active employee contribution rates, for the Severance Period (or, at the Company’s election, Executive shall pay the full cost of such COBRA premiums and the Company shall promptly reimburse Executive for such COBRA premiums); provided that, such coverage shall terminate earlier if and to the extent Executive becomes eligible to receive health insurance coverage under a plan maintained or provided for the employees of any subsequent employer. All other benefits, if any, due Executive following a termination pursuant to this Section 6(d) shall be determined in accordance with the plans, policies and practices of the Company; provided, that Executive shall not be entitled to any payments or benefits under any severance plan, policy or program of the Company Group. Executive shall not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment. Assuming Executive’s execution and non-revocation of the Release before the Release Date, the cash severance amounts payable under this paragraph shall commence or be made on the date that is sixty (60) days after Executive’s termination of employment hereunder pursuant to this Section 6(d).):

Termination for Good Reason or Without Cause. At any time during the Term, (i) Executive may terminate the Term and Executive’s employment hereunder for “Good Reason” Reason (as defined below) ), provided the Company has not previously notified her of its intent to terminate her employment for Cause and (ii) the Company may terminate the Term and Executive’s employment hereunder without Cause (that is, other than by death, Disability or for Cause, in accordance with Section 6(a8(a), 6(b8(b) or 6(c8(c), respectively, collectively, an “Involuntary Termination”)). “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any of the following events: (Aa) a material reduction in the nature or scope of Executive’s responsibilities, duties or and/or authority; provided, that a change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless Executive’s responsibilities, duties and/or authority from those contemplated by this Agreementare materially reduced; (Bb) a material reduction in Executive’s then-current Base Salary, which the then Company and Executive agree is at least 10% of Executive’s then-current Base Salary; (C) causing or requiring Executive provided, that a reduction in Base Salary shall not be “Good Reason” to report to any person other than the Boardextent that the salary reduction is made as part of a broader salary reduction program of the Company affecting a majority of similarly situated employees; (Dc) a material change in the location at which Executive must perform her services; provide that in no event will the relocation of Executive to a facility or location of fifty (50) miles or less from Executive’s primary then current office to a location that is not within a sixty (60) mile radius of the Company’s offices in McLean, Virginia; or (E) any other breach by the Company of a be deemed material term for purposes of this Agreement, including but not limited to ; and (d) a material breach of Section 8(d)(iii) this Agreement by failing to cause any successor to the Company to expressly assume and agree to perform this AgreementCompany; provided, that any such event described in (A) through (E) above shall not constitute Good Reason unless Executive delivers to the Company a Notice of Termination for Good Reason within ninety (90) days after Executive first learns of the initial existence of the circumstances giving rise to Good Reason, and within thirty (30) days following the delivery receipt of such Notice of Termination for Good Reason the Company has failed to reasonably cure the circumstances giving rise to Good Reason. Upon the termination of Executive’s employment hereunder pursuant to this Section 6(d), Executive shall receive (i) the Accrued Amounts, and Executive terminates her employment within thirty (ii30) subject to Executive’s execution, delivery and non-revocation of an effective release of all claims against the Company Group substantially in the form attached hereto as Exhibit A (the “Release”) within the forty-five (45) day period days following the date end of the termination of Executive’s employment (the last day of such 45-day cure period, the “Release Date”): (A) for a period of twelve (12) months following the date of termination (the “Severance Period”), an amount equal to the sum of (x) one (1) times Executive’s then current Base Salary and (y) one (1) times Executive’s then current Target Bonus, such amount to be paid in accordance with regular payroll practices during the Severance Period; provided that, if such termination occurs within the twelve (12) month period commencing on a Change in Control (as defined in the Company’s 2009 Stock Incentive Plan), then the cash severance amounts described in this paragraph shall be paid to Executive in a single lump sum and in addition to such cash severance payment, one hundred percent (100%) of Executive’s then outstanding stock options and other equity awards shall become vested and exercisable, as applicable pursuant to the terms of the applicable equity award agreements; and (B) subject to Executive making a timely election to continue such coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), continued health insurance coverage under the Company’s benefit plans at active employee contribution rates, for the Severance Period (or, at the Company’s election, Executive shall pay the full cost of such COBRA premiums and the Company shall promptly reimburse Executive for such COBRA premiums); provided that, such coverage shall terminate earlier if and to the extent Executive becomes eligible to receive health insurance coverage under a plan maintained or provided for the employees of any subsequent employer. All other benefits, if any, due Executive following a termination pursuant to this Section 6(d) shall be determined in accordance with the plans, policies and practices of the Company; provided, that Executive shall not be entitled to any payments or benefits under any severance plan, policy or program of the Company Group. Executive shall not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment. Assuming Executive’s execution and non-revocation of the Release before the Release Date, the cash severance amounts payable under this paragraph shall commence or be made on the date that is sixty (60) days after Executive’s termination of employment hereunder pursuant to this Section 6(d).

Termination for Good Reason or Without Cause. At any time during the Term, (i) Executive may terminate the Term and Executive’s employment hereunder for “Good Reason” (as defined below) and (ii) the Company may terminate the Term and Executive’s employment hereunder without Cause (that is, other than by death, Disability or for Cause, in accordance with Section 6(a9(a), 6(b9(b) or 6(c9(c), respectively). “Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any of the following events: (A) a reduction in the nature or scope of Executive’s responsibilities, duties or authority from those contemplated by this Agreement; (B) a reduction in the then current Base Salary; (C) causing or requiring Executive to report to any person other than the BoardCEO; (D) the relocation of Executive’s primary office to a location that is not within a sixty (60) mile radius of the Company’s offices in McLean, Virginia; or (E) any other breach by the Company of a material term of this Agreement, including but not limited to a breach of Section 8(d)(iii11(d)(iii) by failing to cause any successor to the Company to expressly assume and agree to perform this Agreement; provided, that any such event described in (A) through (E) above shall not constitute Good Reason unless Executive delivers to the Company a Notice of Termination for Good Reason within ninety (90) days after Executive first learns of the existence of the circumstances giving rise to Good Reason, and within thirty (30) days following the delivery of such Notice of Termination for Good Reason the Company has failed to cure the circumstances giving rise to Good Reason. Upon the termination of Executive’s employment hereunder pursuant to this Section 6(d9(d), Executive shall receive (i) the Accrued Amounts, and (ii) subject to Executive’s execution, delivery and non-revocation of an effective release of all claims against the Company Group substantially in the form attached hereto as Exhibit A (the “Release”) within the forty-five (45) day period following the date of the termination of Executive’s employment (the last day of such 45-day period, the “Release Date”): (A) for a period of twelve (12) months following the date of termination (the “Severance Period”), an amount equal to the sum of (x) one (1) times Executive’s then current Base Salary and (y) one (1) times Executive’s then current Target Bonus, such amount to be paid in accordance with regular payroll practices during the Severance Period; provided that, if such termination occurs prior to the first anniversary of the Effective Date and following the Company’s public announcement that the Board has authorized a sale of substantially all of the business or assets of the Company (including by way of a merger) for a per Share sale price that is less than $15.00, the amount to be paid to Executive over the Severance Period shall instead be equal to the sum of (x) two (2) times Executive’s then current Base Salary and (y) one (1) times Executive’s then current Target Bonus; provided, further that if such termination occurs within the twelve (12) month period commencing on a Change in Control (as defined in the Company’s 2009 Stock Incentive Plan), then the cash severance amounts described in this paragraph shall be paid to Executive in a single lump sum and in addition to such cash severance payment, one hundred percent (100%) of Executive’s then outstanding stock options and other equity awards shall become vested and exercisable, as applicable pursuant to the terms of the applicable equity award agreements; and (B) subject to Executive making a timely election to continue such coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)1985, continued health insurance coverage under the Company’s benefit plans at active employee contribution rates, for the Severance Period (or, at the Company’s election, Executive shall pay the full cost of such COBRA premiums and the Company shall promptly reimburse Executive for such COBRA premiums)Period; provided that, such coverage shall terminate earlier if and to the extent Executive becomes eligible to receive health insurance coverage under a plan maintained or provided for the employees of any subsequent employer. All other benefits, if any, due Executive following a termination pursuant to this Section 6(d9(d) shall be determined in accordance with the plans, policies and practices of the Company; provided, that Executive shall not be entitled to any payments or benefits under any severance plan, policy or program of the Company Group. Executive shall not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment. Assuming Executive’s execution and non-revocation of the Release before the Release Date, the cash severance amounts payable under this paragraph shall commence or be made on the date that is sixty (60) days after Executive’s termination of employment hereunder pursuant to this Section 6(d9(d).