Common use of Termination Without Cause, Death or Disability Clause in Contracts

Termination Without Cause, Death or Disability. If a Separation occurs because your employment is terminated by the Company without Cause or as a result of your death or Disability (as defined below), subject to your (or your personal representative’s or guardian’s, as applicable) execution of a general release of known and unknown claims in the form attached hereto as Exhibit A and continued compliance with all restrictive covenants to which you are subject, (i) you will receive severance payments equal to six months of your Base Salary at the time of such termination, less applicable withholding, payable over a period of six months after the date of Separation, (ii) during the six-month severance period, the Company will pay the premiums to continue your group health insurance coverage under COBRA if you are eligible for COBRA and have elected continuation coverage under the applicable rules; provided, that the Company’s COBRA obligations shall immediately cease to the extent you become eligible for benefits from a subsequent employer and (iii) you will continue to receive the Retention Bonus payments that would have been earned if your employment continued for an additional six months following the date of Separation, payable on the same schedule as set forth in Section 3(f) above. Severance payments under subsection (i) will be made periodically in accordance with the Company’s normal payroll schedule. The severance payments in subsections (i) through (iii) will commence on the date on which the applicable release revocation period has expired; provided, that if the release delivery and revocation period spans two taxable years, the severance payments shall be paid (or commence) on the first business day of such second taxable year, with the first payment including any amounts that would otherwise be due prior thereto. 8. Section 6(c) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

Termination Without Cause, Death or Disability. If a Separation occurs because your In the event Executive’s employment with the Company is terminated by the Company without Cause Cause, or as a result of your in the event Executive’s employment is terminated due to Executive’s death or Disability disability (“disability” shall mean the failure of Executive to perform the essential functions of Executive’s position for a period of one hundred and twenty (120) consecutive calendar days, or for an aggregate of one hundred and eighty (180) calendar days in any twelve (12) month period due to Executive’s physical or mental disability or illness, or Executive is entitled to receive long-term disability benefits under the Company’s long-term disability plan), in each event prior to the closing of a Change in Control (as defined below), subject to your or more than twelve (or your personal representative’s or guardian’s, as applicable12) execution months following the closing of a general release Change of known Control, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and unknown claims provided that Executive remains in the form attached hereto as Exhibit A and continued compliance with all restrictive covenants to which you are subjectthe terms of this Agreement, the Company shall provide Executive with the following severance benefits (collectively, the “Severance Benefits”): (a) The Company shall pay Executive (i) you will receive severance payments an amount equal to six twenty-four (24) months of your Executive’s then-current Base Salary at the time of such terminationpaid in a lump sum, less applicable withholding, payable over a period of six months after the date of Separation, plus (ii) during a lump sum amount equal to two (2) times the six-month severance periodAnnual Bonus earned by Executive in connection with completion of the fiscal year prior to Executive’s Separation from Service. (b) Provided that Executive timely elects continued coverage under COBRA, the Company will shall pay the Executive’s COBRA premiums to continue your Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Executive’s Separation from Service and ending on the earliest to occur of: (i) twenty four (24) months following Executive’s Separation from Service; (ii) the date Executive becomes eligible for group health insurance coverage under COBRA if you are through a new employer; or (iii) the date Executive ceases to be eligible for COBRA and have elected continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the applicable rules; providedCOBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the Company’s COBRA obligations Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall immediately cease in lieu thereof provide to Executive a taxable monthly payment in an amount equal to the extent you become eligible for benefits from a subsequent employer and (iii) you will monthly COBRA premium that Executive would be required to pay to continue to receive the Retention Bonus payments that would have been earned if your employment continued for an additional six months following Executive’s group health coverage in effect on the date of Separation, payable Executive’s employment termination (which amount shall be based on the same schedule as set forth in Section 3(f) above. Severance payments under subsection (i) will be made periodically in accordance with premium for the Company’s normal payroll schedule. The severance payments in subsections (i) through (iii) will commence on the date on first month of COBRA coverage), which the applicable release revocation period has expired; provided, that if the release delivery and revocation period spans two taxable years, the severance payments shall be paid (or commence) made on the first business last day of such second taxable year, with each month regardless of whether Executive elects COBRA continuation coverage and shall end on the first payment including any amounts that would otherwise be due prior theretoearlier of (x) the date upon which Executive obtains other employment or (y) the last day of the 24th calendar month following Executive’s Separation from Service date. 8. Section 6(c(c) The Company shall accelerate the vesting of that portion of all then-unvested Company equity awards granted to Executive such that all of Executive’s then-outstanding unvested Company equity awards shall be deemed as vested and exercisable as of Executive’s Separation from Service date; provided further, Executive shall have one (1) year from the Employment Agreement is hereby deleted in its entirety Separation from Service date to exercise any or all of Executive’s vested equity awards, after which such vested equity awards shall terminate and replaced with the following:shall not longer be exercisable by Executive.