Common use of Termination Without Cause or by Executive With Good Reason Clause in Contracts

Termination Without Cause or by Executive With Good Reason. If Executive’s employment is terminated without Cause (other than termination by reason of Executive’s death or Disability), or Executive terminates employment for Good Reason, and Executive executes a general release in the form attached hereto as Exhibit C, Executive shall be paid or provided, (i) within thirty (30) days after the applicable Date of Termination, a cash lump sum payment equal to the sum of: (a) any accrued but unpaid salary as payable through such Date of Termination; (b) Executive’s Annual Salary as of the Date of Termination; and (c) the most recent Annual Bonus earned by the Executive pursuant to this Employment Agreement or, if higher, the Target Bonus Amount as of the Date of Termination, (ii) a prorated portion of Executive’s Annual Bonus through the Date of Termination, payable when and if it otherwise would have been payable, (iii) full and immediate vesting of any equity or equity-based awards (including stock options) then held by Executive, (iv) should Executive elect continuation of the medical and dental benefits under COBRA, payment of Executive’s costs for such coverage for a period of up to one year following the applicable Date of Termination; and (v) any other amounts or benefits required to be paid or provided, or which Executive is entitled to receive, as of the applicable Date of Termination, as provided for under any plan, program, policy, contract or agreement of the D&P Entities, including any severance plan or policy which is then applicable to Executive; provided, however, that if Executive is employed by an employer that is not a D&P Entity during the period provided for under Subsection (iv) above and is eligible to receive medical or dental benefits under such employer’s plans or is otherwise eligible to receive benefits under any governmental plan, then Executive shall no longer be entitled to such payments. In the event the parties hereto have not entered into a new employment agreement and the Company elects to provide Executive with notice pursuant to Section 5 not to renew this Employment Agreement or the Term (including any successive one year renewal periods), such election not to renew shall be treated as termination by the Company without Cause under this Section 8(a).

Termination Without Cause or by Executive With Good Reason. If Executive’s employment is terminated without Cause (other than termination by reason of Executive’s death or Disability), or Executive terminates employment for Good Reason, and Executive executes a general release in the form attached hereto as Exhibit C, Executive shall be paid or provided, (i) within thirty (30) days after the applicable Date of Termination, a cash lump sum payment equal to the sum of: (a) any accrued but unpaid salary as payable through such Date of Termination; (b) Executive’s Annual Salary as of the Date of Termination; and (c) the most recent Annual Bonus earned by the Executive pursuant to this Employment Agreement or, if higher, the Target Bonus Amount as of the Date of Termination, (ii) a prorated portion of Executive’s Annual Bonus through the Date of Termination, payable when and if it otherwise would have been payable, (iii) full and immediate vesting of any equity or equity-based awards (including stock options) then held by Executive, (iv) should Executive elect continuation of the medical and dental benefits under COBRA, payment of Executive’s costs for such coverage for a period of up to one year following the applicable Date of Termination; and (v) any other amounts or benefits required to be paid or provided, or which Executive is entitled to receive, as of the applicable Date of Termination, as provided for under any plan, program, policy, contract or agreement of the D&P Entities, including any severance plan or policy which is then applicable to Executive; provided, however, that if Executive is employed by an employer that is not a D&P Entity during the period provided for under Subsection (iv) above and is eligible to receive medical or dental benefits under such employer’s plans or is otherwise eligible to receive benefits under any governmental plan, then Executive shall no longer be entitled to such payments. In the event the parties hereto have not entered into a new employment agreement and the Company elects to provide Executive with notice pursuant to Section 5 not to renew this Employment Agreement or the Term (including any successive one year renewal periods), such election not to renew shall be treated as termination by the Company without Cause under this Section 8(a).