Common use of Termination Upon Expiration of Agreement Clause in Contracts

Termination Upon Expiration of Agreement. The paragraph of the First Amendment entitled “Termination Upon Expiration of Agreement” shall be deleted in its entirety. Upon expiration of the Agreement, as modified by this Amendment, on April 30, 2019, Employee shall receive the Standard Termination Payments and, provided Employee has, within 21 days of April 30, 2019, delivered to the Company, and not revoked, a release agreement, substantially in the form attached hereto as Exhibit A (the “Release Requirement”): a. no later than March 15, 2020, payment of an amount equal to (A) the Incentive Compensation which would have been payable to Employee had Employee remained in employment with the Company during all of 2019, multiplied by (B) a fraction the numerator of which is 120 and the denominator of which is 365; b. the consulting agreement attached hereto as Exhibit B (the “Consulting Agreement”) shall become effective as of May 1, 2019 (in the event the Release Requirement is not satisfied, the Consulting Agreement shall be null and void and of no effect); c. all unvested restricted stock units held by Employee shall become fully vested and non-forfeitable and shares of the Company’s common stock in respect of such restricted stock units shall be delivered to Employee as soon as practicable, but in no event more than 70 days following April 30, 2019; d. all unvested stock options held by Employee shall continue to vest during the term of the Consulting Agreement as if Employee was still an employee of the Company and if Employee provides consulting services to the Company in accordance with the terms of the Consulting Agreement through December 31, 2020, all unvested stock options as of such date shall become fully vested and non-forfeitable; and e. all vested stock options held by Employee (including those that become vested in accordance with paragraph 6(d) above) shall remain outstanding and exercisable until the scheduled expiration date of such stock options; provided, however, that all equity awards held by Employee and/or all amounts received by him in respect thereof shall remain subject to forfeiture or recovery by the Company pursuant to Sections 5(k) and 6.6 of the Agreement and any applicable clawback or similar compensation recovery policy adopted by the Company from time to time. The Company and Employee hereby agree and acknowledge that the Release Requirement shall satisfy the requirements of Section 5(k) of the Agreement.

Termination Upon Expiration of Agreement. The paragraph of the First Amendment entitled “Termination Upon Expiration of Agreement” shall be deleted in its entirety. Upon expiration of the AgreementIf not previously terminated, as modified by this Amendment, on April 30, 2019, Employee shall receive the Standard Termination Payments and, provided Employee has, within 21 days of April 30, 2019, delivered to the Company, Agreement and not revoked, a release agreement, substantially in the form attached hereto as Exhibit A (the “Release Requirement”): a. no later than March 15, 2020, payment of an amount equal to (A) the Incentive Compensation which would have been payable to Employee had Employee remained in your employment with the Company shall be automatically extended for additional five (5) year periods, unless and until either party notifies the other, in writing, two years prior to the expiration of the then-current term of this Agreement. If either party notifies the other party in writing of the non-renewal of this Agreement two (2) years prior to the end of this Agreement, you shall be obligated to continue as President and Chief Executive Officer up to a maximum of six (6) months from the date of such notification if the Board of Directors so requests. In the event your employment is terminated through non-renewal of this Agreement, the Company shall pay you the following: (i) A single lump sum payment of two (2) times your then current base salary set forth in Paragraph 2A hereof (as adjusted by Paragraph 2B hereof) less a pro-rated adjustment for the portion of your then current base salary already paid during all the two (2) year non-renewal notice period (up to a maximum of 2019, multiplied by six (B6) a fraction months). Such payment shall be made on the numerator first day of the seventh (7th) full calendar month immediately succeeding the month in which is 120 and the denominator last day of which is 365your employment occurs; b. the consulting agreement attached hereto as Exhibit B (the “Consulting Agreement”ii) shall become effective as A single lump sum payment of May 1, 2019 (any incentive compensation set forth in Paragraph 2C hereof earned in the event fiscal year of the Release Requirement is not satisfiedtermination of your employment, the Consulting Agreement which incentive compensation shall be null and void and of no effect); c. all unvested restricted stock units held by Employee shall become fully vested and non-forfeitable and shares determined on the basis of the Company’s common stock in respect 's operations through June 30 of such restricted stock units fiscal year, shall be delivered pro-rated through the last day of your employment and shall be paid within the time period specified under the terms of the Management Incentive Compensation Plan; (iii) The Deferred Compensation set forth in Paragraph 2D hereof with payment of the Monthly Amount delayed until the first day of the seventh (7th) full calendar month immediately succeeding the month in which the last day of your employment occurs. However, the first such payment will include the aggregate of the Monthly Amounts that would have been made during the interim period, and, therefore, will be equal to Employee as soon as practicableseven (7) times the Monthly Amount, and such payment shall reduce the number of overall payments due under Paragraph 2D hereof by seven (7). Payments under this Paragraph 8F(iii) shall be made on the first day of each respective calendar month; and (iv) Continuation of medical benefits for the period you are entitled to COBRA continuation coverage under Section 4980B of the Code. The Company shall reimburse you for eighty percent (80%) of any premiums paid by you for such continuation. Provided, however, no such reimbursement hereunder shall be made for continuation coverage extending beyond the earlier of (1) the last day of the second calendar year following the calendar year in which your employment is terminated or (2) the period for which you are entitled to continuation coverage under Section 4980B of the Code, and all such reimbursements shall be made in accordance with the Company's general policies for reimbursement of expenses, but in no event more later than 70 days following April 30, 2019; d. all unvested stock options held by Employee shall continue to vest during the term last day of the Consulting third calendar year following the calendar year in which your employment is terminated. The Company shall have no further obligations to you under this Agreement as if Employee was still an employee of the Company and if Employee provides consulting services you shall have no further obligations to the Company under this Agreement except as provided in accordance with the terms of the Consulting Agreement through December 31, 2020, all unvested stock options as of such date shall become fully vested Paragraph 11 and non-forfeitable; and e. all vested stock options held by Employee (including those that become vested in accordance with paragraph 6(d) above) shall remain outstanding and exercisable until the scheduled expiration date of such stock options; provided, however, that all equity awards held by Employee and/or all amounts received by him in respect thereof shall remain subject to forfeiture or recovery by the Company pursuant to Sections 5(k) and 6.6 of the Agreement and any applicable clawback or similar compensation recovery policy adopted by the Company from time to time. The Company and Employee hereby agree and acknowledge that the Release Requirement shall satisfy the requirements of Section 5(k) of the AgreementParagraph 12 hereof.

Termination Upon Expiration of Agreement. The paragraph of the First Amendment entitled “Termination Upon Expiration of Agreement” shall be deleted in its entirety. Upon expiration of the AgreementIf not previously terminated, as modified by this Amendment, on April 30, 2019, Employee shall receive the Standard Termination Payments and, provided Employee has, within 21 days of April 30, 2019, delivered to the Company, Agreement and not revoked, a release agreement, substantially in the form attached hereto as Exhibit A (the “Release Requirement”): a. no later than March 15, 2020, payment of an amount equal to (A) the Incentive Compensation which would have been payable to Employee had Employee remained in your employment with the Company shall be automatically extended for additional five (5) year periods, unless and until either party notifies the other, in writing, two years prior to the expiration of the then-current term of this Agreement. If either party notifies the other party in writing of the non-renewal of this Agreement two (2) years prior to the end of this Agreement, you shall be obligated to continue as President and Chief Executive Officer up to a maximum of six (6) months from the date of such notification if the Board of Directors so requests. In the event your employment is terminated through non-renewal of this Agreement, the Company shall pay you the following: (i) A single lump sum payment of two (2) times your then current base salary set forth in Paragraph 2A hereof (as adjusted by Paragraph 2B hereof) less a pro-rated adjustment for the portion of your then current base salary already paid during all the two (2) year non-renewal notice period (up to a maximum of 2019, multiplied by six (B6) a fraction months). Such payment shall be made on the numerator first day of the seventh (7th) full calendar month immediately succeeding the month in which is 120 and the denominator last day of which is 365your employment occurs; b. the consulting agreement attached hereto as Exhibit B (the “Consulting Agreement”ii) shall become effective as A single lump sum payment of May 1, 2019 (any incentive compensation set forth in Paragraph 2C hereof earned in the event fiscal year of the Release Requirement is not satisfiedtermination of your employment, the Consulting Agreement which incentive compensation shall be null and void and of no effect); c. all unvested restricted stock units held by Employee shall become fully vested and non-forfeitable and shares determined on the basis of the Company’s common stock in respect operations through June 30 of such restricted stock units fiscal year, shall be delivered pro-rated through the last day of your employment and shall be paid within the time period specified under the terms of the Management Incentive Compensation Plan; (iii) The Deferred Compensation set forth in Paragraph 2D hereof with payment of the Monthly Amount delayed until the first day of the seventh (7th) full calendar month immediately succeeding the month in which the last day of your employment occurs. However, the first such payment will include the aggregate of the Monthly Amounts that would have been made during the interim period, and, therefore, will be equal to Employee as soon as practicableseven (7) times the Monthly Amount, and such payment shall reduce the number of overall payments due under Paragraph 2D hereof by seven (7). Payments under this Paragraph 8F(iii) shall be made on the first day of each respective calendar month; and (iv) Continuation of medical benefits for the period you are entitled to COBRA continuation coverage under Section 4980B of the Code. The Company shall reimburse you for eighty percent (80%) of any premiums paid by you for such continuation. Provided, however, no such reimbursement hereunder shall be made for continuation coverage extending beyond the earlier of (1) the last day of the second calendar year following the calendar year in which your employment is terminated or (2) the period for which you are entitled to continuation coverage under Section 4980B of the Code, and all such reimbursements shall be made in accordance with the Company’s general policies for reimbursement of expenses, but in no event more later than 70 days following April 30, 2019; d. all unvested stock options held by Employee shall continue to vest during the term last day of the Consulting third calendar year following the calendar year in which your employment is terminated. The Company shall have no further obligations to you under this Agreement as if Employee was still an employee of the Company and if Employee provides consulting services you shall have no further obligations to the Company under this Agreement except as provided in accordance with the terms of the Consulting Agreement through December 31, 2020, all unvested stock options as of such date shall become fully vested Paragraph 11 and non-forfeitable; and e. all vested stock options held by Employee (including those that become vested in accordance with paragraph 6(d) above) shall remain outstanding and exercisable until the scheduled expiration date of such stock options; provided, however, that all equity awards held by Employee and/or all amounts received by him in respect thereof shall remain subject to forfeiture or recovery by the Company pursuant to Sections 5(k) and 6.6 of the Agreement and any applicable clawback or similar compensation recovery policy adopted by the Company from time to time. The Company and Employee hereby agree and acknowledge that the Release Requirement shall satisfy the requirements of Section 5(k) of the AgreementParagraph 12 hereof.