Common use of Termination of Employment by the Company Without Cause Clause in Contracts

Termination of Employment by the Company Without Cause. by the Executive for Good Reason or Upon Non-Renewal by the Company. In addition to the compensation and benefits payable under Section 7(a) above, if the Executive’s employment is terminated by the Company without Cause, by the Executive for Good Reason or upon Non-Renewal in accordance with Section 2 where it is the Company that provided written notice of non-renewal of this Agreement in accordance with Section 2, and the Executive returns an executed Release to the Company, which becomes final, binding and irrevocable within sixty (60) days following the Executive’s Date of Termination in accordance with Section 8, the Executive (or his Beneficiary following the Executive’s death) shall receive: (i) the Executive’s accrued but unpaid Annual Bonus, if any, for the Fiscal Year ended prior to his Date of Termination payable at the same time annual bonuses for such Fiscal Year are paid to other key executives of the Company pursuant to the terms of the Bonus Plan; (ii) one hundred percent (100%) of the Executive’s outstanding Equity Awards as of the Date of Termination will be fully vested and exercisable; (iii) a severance payment payable in a single lump sum within five (5) business days after the Executive’s Release becomes final, binding and irrevocable in accordance with Section 8, in an amount equal to nine (9) months of Base Salary; and (iv) reimbursement of the COBRA premiums, if any, paid by the Executive for continuation coverage for the Executive, his spouse and dependents under the Company’s group health, dental and vision plans for the period such individuals have COBRA continuation coverage. Notwithstanding the foregoing, if the Executive materially breaches this Agreement or the Executive’s Confidentiality Agreement, then the Company’s continuing obligations under this Section 7(c) shall cease as of the date of the breach and the Executive shall be entitled to no further payments hereunder.

Termination of Employment by the Company Without Cause. by the Executive for Good Reason or Upon Non-Renewal by the Company. In addition to the compensation and benefits payable under Section 7(a) above, if the Executive’s employment is terminated by the Company without Cause, by the Executive for Good Reason or upon Non-Renewal in accordance with Section 2 where it is the Company that provided written notice of non-renewal of this Agreement in accordance with Section 2, and the Executive returns an executed Release to the Company, which becomes final, binding and irrevocable within sixty (60) days following the Executive’s Date of Termination in accordance with Section 8, the Executive (or his Beneficiary following the Executive’s death) shall receive: (i) the Executive’s accrued but unpaid Annual Bonus, if any, for the Fiscal Year ended prior to his Termination Date of Termination payable at the same time annual bonuses for such Fiscal Year are paid to other key executives of the Company pursuant to the terms of the Bonus Plan; (ii) one hundred percent (100%) of the Executive’s outstanding Equity Awards as of the Date of Termination will be fully vested and exercisable; (iii) a severance payment payable in a single lump sum within five (5) business days after the Executive’s Release becomes final, binding and irrevocable in accordance with Section 8, in an amount equal to nine twelve (912) months of Base Salary; and (iv) reimbursement of the COBRA premiums, if any, paid by the Executive for continuation coverage for the Executive, his spouse and dependents under the Company’s group health, dental and vision plans for the period such individuals have COBRA continuation coverage. Notwithstanding the foregoing, if the Executive materially breaches this Agreement or the Executive’s Confidentiality Confidential Agreement, then the Company’s continuing obligations under this Section 7(c) shall cease as of the date of the breach and the Executive shall be entitled to no further payments hereunder.

Termination of Employment by the Company Without Cause. by the Executive Employee for Good Reason or Upon Non-Renewal by the CompanyCompany in Connection with a Change of Control. In addition to the compensation and benefits payable under Section 7(a8(a) above, if the ExecutiveEmployee’s employment is terminated by the Company without Cause, by the Executive Employee for Good Reason or upon Non-Renewal in accordance with Section 2 where it is the Company that provided written notice of non-renewal of this Agreement in accordance with Section 2, and such termination occurs during the Executive Change of Control Period, and the Employee returns an executed Release to the Company, which becomes final, binding and irrevocable within sixty (60) days following the ExecutiveEmployee’s Date of Termination in accordance with Section 811, the Executive Employee (or his Beneficiary following the ExecutiveEmployee’s death) shall receive: (ia) a single lump sum within five (5) business days after the ExecutiveEmployee’s Release becomes final, binding and irrevocable in accordance with Section 11, equal to the Employee’s accrued but unpaid Annual Bonus, if any, for the Fiscal Year calendar year ended prior to his Date of Termination payable at the same time annual bonuses for such Fiscal Year are paid to other key executives of the Company pursuant to the terms of the Bonus PlanTermination; (iib) a single lump sum within five (5) business days after the Employee’s Release becomes final, binding and irrevocable in accordance with Section 11, equal to one hundred percent (100%) of Employee’s target bonus as in effect for the calendar year in which Employee’s termination of employment occurs; provided that the amount paid to Employee pursuant to this Section 9(b) will be prorated based on the actual amount of time Employee is employed by the Company during the calendar year (or the relevant performance period if something different than a calendar year) during which the termination occurs; (c) one hundred percent (100%) of the ExecutiveEmployee’s outstanding unvested Equity Awards as of the Date of Termination will be fully vested and exercisable; (iiid) a severance payment payable in a single lump sum within five (5) business days after the ExecutiveEmployee’s Release becomes final, binding and irrevocable in accordance with Section 811, in an amount equal to nine twelve (912) months of Base Salary; and (ive) reimbursement of the COBRA premiums, if any, paid by the Executive Employee for continuation coverage for the ExecutiveEmployee, his spouse and dependents under the Company’s group health, dental and vision plans for a twelve (12) month period from the period such individuals have COBRA continuation coverage. Notwithstanding the foregoing, if the Executive materially breaches this Agreement or the Executive’s Confidentiality Agreement, then the Company’s continuing obligations under this Section 7(c) shall cease as Date of the date of the breach and the Executive shall be entitled to no further payments hereunderTermination.

Termination of Employment by the Company Without Cause. by the Executive for Good Reason or Upon Non-Renewal by the CompanyCompany in Connection with a Change of Control. In addition to the compensation and benefits payable under Section 7(a8(a) above, if the Executive’s employment is terminated by the Company without Cause, by the Executive for Good Reason or upon Non-Renewal in accordance with Section 2 where it is the Company that provided written notice of non-renewal of this Agreement in accordance with Section 2, and such termination occurs during the Change of Control Period, and the Executive returns an executed Release to the Company, which becomes final, binding and irrevocable within sixty (60) days following the Executive’s Date of Termination in accordance with Section 811, the Executive (or his Beneficiary following the Executive’s death) shall receive: (ia) a single lump sum within five (5) business days after the Executive’s Release becomes final, binding and irrevocable in accordance with Section 11, equal to the Executive’s accrued but unpaid Annual Bonus, if any, for the Fiscal Year calendar year ended prior to his Date of Termination payable at the same time annual bonuses for such Fiscal Year are paid to other key executives of the Company pursuant to the terms of the Bonus PlanTermination; (iib) a single lump sum within five (5) business days after the Executive’s Release becomes final, binding and irrevocable in accordance with Section 11, equal to one hundred percent (100%) of Executive’s target bonus as in effect for the calendar year in which Executive’s termination of employment occurs; provided that the amount paid to Executive pursuant to this Section 9(b) will be prorated based on the actual amount of time Executive is employed by the Company during the calendar year (or the relevant performance period if something different than a calendar year) during which the termination occurs; (c) one hundred percent (100%) of the Executive’s outstanding unvested Equity Awards as of the Date of Termination will be fully vested and exercisable; (iiid) a severance payment payable in a single lump sum within five (5) business days after the Executive’s Release becomes final, binding and irrevocable in accordance with Section 811, in an amount equal to nine twelve (912) months of Base Salary; and (ive) reimbursement of the COBRA premiums, if any, paid by the Executive for continuation coverage for the Executive, his spouse and dependents under the Company’s group health, dental and vision plans for a twelve (12) month period from the period such individuals have COBRA continuation coverage. Notwithstanding the foregoing, if the Executive materially breaches this Agreement or the Executive’s Confidentiality Agreement, then the Company’s continuing obligations under this Section 7(c) shall cease as Date of the date of the breach and the Executive shall be entitled to no further payments hereunderTermination.

Termination of Employment by the Company Without Cause. by the Executive Employee for Good Reason or Upon Non-Renewal by the CompanyCompany in Connection with a Change of Control. In addition to the compensation and benefits payable under Section 7(a) above, if the ExecutiveEmployee’s employment is terminated by the Company without Cause, by the Executive Employee for Good Reason or upon Non-Renewal in accordance with Section 2 where it is the Company that provided written notice of non-renewal of this Agreement in accordance with Section 2, and such termination occurs during the Executive Change of Control Period, and the Employee returns an executed Release to the Company, which becomes final, binding and irrevocable within sixty (60) days following the ExecutiveEmployee’s Date of Termination in accordance with Section 810, the Executive Employee (or his Beneficiary following the ExecutiveEmployee’s death) shall receive: (ia) a single lump sum within five (5) business days after the ExecutiveEmployee’s Release becomes final, binding and irrevocable in accordance with Section 10, equal to the Employee’s accrued but unpaid Annual Bonus, if any, for the Fiscal Year fiscal year ended prior to his Date of Termination payable at the same time annual bonuses for such Fiscal Year are paid to other key executives of the Company pursuant to the terms of the Bonus PlanTermination; (iib) a single lump sum within five (5) business days after the Employee’s Release becomes final, binding and irrevocable in accordance with Section 10, equal one hundred percent (100%) of Employee’s target bonus as in effect for the fiscal year in which Employee’s termination of employment occurs; provided that, for avoidance of doubt, the amount paid to Employee pursuant to this Section 8(b) will not be prorated based on the actual amount of time Employee is employed by the Company during the fiscal year (or the relevant performance period if something different than a fiscal year) during which the termination occurs; (c) one hundred percent (100%) of the ExecutiveEmployee’s outstanding unvested Equity Awards as of the Date of Termination will be fully vested and exercisable; (iiid) a severance payment payable in a single lump sum within five (5) business days after the ExecutiveEmployee’s Release becomes final, binding and irrevocable in accordance with Section 810, in an amount equal to nine twelve (912) months of Base Salary; and (ive) reimbursement of the COBRA premiums, if any, paid by the Executive Employee for continuation coverage for the ExecutiveEmployee, his spouse and dependents under the Company’s group health, dental and vision plans for a twelve (12) month period from the period such individuals have COBRA continuation coverage. Notwithstanding the foregoing, if the Executive materially breaches this Agreement or the Executive’s Confidentiality Agreement, then the Company’s continuing obligations under this Section 7(c) shall cease as Date of the date of the breach and the Executive shall be entitled to no further payments hereunderTermination.

Termination of Employment by the Company Without Cause. by the Executive for Good Reason or Upon Non-Renewal by the CompanyCompany in Connection with a Change of Control. In addition to the compensation and benefits payable under Section 7(a) above, if the Executive’s employment is terminated by the Company without Cause, by the Executive for Good Reason or upon Non-Renewal in accordance with Section 2 where it is the Company that provided written notice of non-renewal of this Agreement in accordance with Section 2, and such termination occurs during the Change of Control Period, and the Executive returns an executed Release to the Company, which becomes final, binding and irrevocable within sixty (60) days following the Executive’s Date of Termination in accordance with Section 810, the Executive (or his Beneficiary following the Executive’s death) shall receive: (ia) a single lump sum within five (5) business days after the Executive’s Release becomes final, binding and irrevocable in accordance with Section 10, equal to the Executive’s accrued but unpaid Annual Bonus, if any, for the Fiscal Year calendar year ended prior to his Date of Termination payable at the same time annual bonuses for such Fiscal Year are paid to other key executives of the Company pursuant to the terms of the Bonus PlanTermination; (iib) a single lump sum within five (5) business days after the Executive’s Release becomes final, binding and irrevocable in accordance with Section 10, equal to one hundred percent (100%) of Executive’s target bonus as in effect for the calendar year in which Executive’s termination of employment occurs; provided that the amount paid to Executive pursuant to this Section 8(b) will be prorated based on the actual amount of time Executive is employed by the Company during the calendar year (or the relevant performance period if something different than a calendar year) during which the termination occurs; (c) one hundred percent (100%) of the Executive’s outstanding unvested Equity Awards as of the Date of Termination will be fully vested and exercisable; (iiid) a severance payment payable in a single lump sum within five (5) business days after the Executive’s Release becomes final, binding and irrevocable in accordance with Section 810, in an amount equal to nine twelve (912) months of Base Salary; and (ive) reimbursement of the COBRA premiums, if any, paid by the Executive for continuation coverage for the Executive, his spouse and dependents under the Company’s group health, dental and vision plans for a twelve (12) month period from the period such individuals have COBRA continuation coverage. Notwithstanding the foregoing, if the Executive materially breaches this Agreement or the Executive’s Confidentiality Agreement, then the Company’s continuing obligations under this Section 7(c) shall cease as Date of the date of the breach and the Executive shall be entitled to no further payments hereunderTermination.