Common use of Termination without Cause or by the Executive for Good Reason Clause in Contracts

Termination without Cause or by the Executive for Good Reason. If the Executive’s employment with the Company is terminated prior to the end of the Term, by the Company without Cause or by the Executive for Good Reason, then the Executive shall receive the payments and benefits described in this Section 1.3(c). (i) Executive shall be entitled to (i) any amounts owed to the Executive pursuant Section 1.3(d), (ii) if Executive dies, becomes Permanently Incapacitated, is terminated for Cause or resigns for Good Reason prior to the first anniversary of the Effective Date, the RSU Grant and RSU Shares in accordance with Section 1.2(d), (iii) any amount owed pursuant to Section 1.2; (iv) if such termination occurs during the Initial Term, to receive salary continuation (i.e., not a lump sum payment) through the longer of (x) the end of the Initial Term and (y) one year following the Executive’s date of termination (the “Termination Date”), and (v) if such termination occurs during a Renewal Term, to receive salary continuation (i.e., not a lump sum payment) for a period of one year following the Termination Date. The period through which severance is paid pursuant to subclause (iv) or subclause (v) to the Executive hereunder is referred to herein as the “Severance Period”. Payments described in subclause (iv) or subclause (v) hereunder shall commence to be paid on the 60th day following the Termination Date, provided that the first payment shall include all of the payments which should have been paid prior to such date, but were not paid as a result of this sentence.

Termination without Cause or by the Executive for Good Reason. If Upon the Executive’s employment with the Company is terminated prior to the end termination of the Term, employment of Executive Without Cause by the Company without Cause or by the Executive for Good Reason, then the Company shall pay or provide to the Executive: (a) a lump sum payment equal to the sum of the following: 1. the Accrued Obligations; and 2. an amount equal to the sum of the annual base salary of the Executive shall receive at the payments highest rate in effect during the Protection Period and benefits the Bonus. The payment described in this Section 1.3(c). (i4(i)(a) Executive shall be entitled to (i) any amounts owed to made by the Executive pursuant Section 1.3(d), (ii) if Executive dies, becomes Permanently Incapacitated, is terminated for Cause or resigns for Good Reason prior to Company not later than the first anniversary earlier of the Effective Date, the RSU Grant and RSU Shares in accordance with Section 1.2(d), date required by applicable law or five (iii5) any amount owed pursuant to Section 1.2; (iv) if such termination occurs during the Initial Term, to receive salary continuation (i.e., not a lump sum payment) through the longer of (x) the end of the Initial Term and (y) one year following the Executive’s date of termination (the “Termination Date”), and (v) if such termination occurs during a Renewal Term, to receive salary continuation (i.e., not a lump sum payment) for a period of one year days following the Termination Date. Executive shall not be required to mitigate the amount of the payment provided for in this Section 4(i)(a) by seeking other employment or otherwise. The amount of the payment provided for in this Section 4(i)(a) shall not be reduced by any compensation or other amounts paid to or earned by Executive as the result of employment with another employer after the date on which his employment with the Company terminates or otherwise. (b) the continuance of the Executive’s life, medical, dental, prescription drug and long and short-term disability plans, programs or arrangements, whether group or individual, of the Company in which the Executive was entitled to participate at any time during the twelve (12) month period through which severance prior to the Termination Date until the earliest to occur of (1) one (1) year after the Termination Date; (2) the Executive’s death (provided that compensation and benefits payable to his beneficiaries shall not terminate upon his death); or (3) with respect to any particular plan, program or arrangement, the date the Executive is paid pursuant to subclause (iv) or subclause (v) afforded a comparable benefit at a comparable cost to the Executive hereunder by a subsequent employer. In the event that the Executive’s participation in any such plan, program or arrangement of the Company is referred prohibited, the Company shall arrange to herein as provide the “Severance Period”Executive with compensation and benefits substantially similar to those which the Executive is entitled to receive under such plan, program or arrangement for such period. Payments described Notwithstanding the foregoing, in subclause (iv) the event the payments or subclause (v) hereunder shall commence to benefits under this Section 4 would result in the imposition of a tax under Section 409A of the Code, then such payments or benefits will be paid on the 60th day following the Termination Date, or provided that the first payment shall include all of the at such time when such payments which should have been paid prior or benefits would not be subject to such date, but were not paid as a result of this sentencetax.

Termination without Cause or by the Executive for Good Reason. If Upon the Executive’s employment with the Company is terminated prior to the end termination of the Term, employment of Executive Without Cause by the Company without Cause or by the Executive for Good Reason, then the Company shall pay or provide to the Executive: (a) a lump sum payment equal to the sum of the following: 1. the Accrued Obligations; and 2. an amount equal to the sum of the annual base salary inclusive holiday allowance of the Executive shall receive at the payments highest rate in effect during the Protection Period and benefits the Bonus. The payment described in this Section 1.3(c). (i4(i)(a) Executive shall be entitled to (i) any amounts owed to made by the Executive pursuant Section 1.3(d), (ii) if Executive dies, becomes Permanently Incapacitated, is terminated for Cause or resigns for Good Reason prior to Company not later than the first anniversary earlier of the Effective Date, the RSU Grant and RSU Shares in accordance with Section 1.2(d), date required by applicable law or five (iii5) any amount owed pursuant to Section 1.2; (iv) if such termination occurs during the Initial Term, to receive salary continuation (i.e., not a lump sum payment) through the longer of (x) the end of the Initial Term and (y) one year following the Executive’s date of termination (the “Termination Date”), and (v) if such termination occurs during a Renewal Term, to receive salary continuation (i.e., not a lump sum payment) for a period of one year days following the Termination Date. Executive shall not be required to mitigate the amount of the payment provided for in this Section 4(i)(a) by seeking other employment or otherwise. The amount of the payment provided for in this Section 4(i)(a) shall not be reduced by any compensation or other amounts paid to or earned by Executive as the result of employment with another employer after the date on which his employment with the Company terminates or otherwise. (b) the continuance of the Executive’s life, medical, dental, prescription drug and long and short-term disability plans, programs or arrangements, whether group or individual, of the Company in which the Executive was entitled to participate at any time during the twelve (12) month period through which severance prior to the Termination Date until the earliest to occur of (1) one (1) year after the Termination Date; (2) the Executive’s death (provided that compensation and benefits payable to his beneficiaries shall not terminate upon his death); or (3) with respect to any particular plan, program or arrangement, the date the Executive is paid pursuant to subclause (iv) or subclause (v) afforded a comparable benefit at a comparable cost to the Executive hereunder is referred to herein as by a subsequent employer. In the “Severance Period”. Payments described in subclause (iv) or subclause (v) hereunder shall commence to be paid on the 60th day following the Termination Date, provided event that the first payment shall include all Executive’s participation in any such plan, program or arrangement of the payments Company is prohibited, the Company shall arrange to provide the Executive with compensation and benefits substantially similar to those which should have been paid prior the Executive is entitled to receive under such dateplan, but were not paid as a result of this sentenceprogram or arrangement for such period.

Termination without Cause or by the Executive for Good Reason. If Upon the Executive’s employment with the Company is terminated prior to the end termination of the Term, employment of Executive Without Cause by the Company without Cause or by the Executive for Good Reason, then the Company shall pay or provide to the Executive: (a) a lump sum payment equal to the sum of the following: 1. the Accrued Obligations; and 2. an amount equal to the sum of the annual base salary of the Executive shall receive at the payments highest rate in effect during the Protection Period and benefits the Bonus. The payment described in this Section 1.3(c). (i4(i)(a) Executive shall be entitled to (i) any amounts owed to made by the Executive pursuant Section 1.3(d), (ii) if Executive dies, becomes Permanently Incapacitated, is terminated for Cause or resigns for Good Reason prior to Company not later than the first anniversary earlier of the Effective Date, the RSU Grant and RSU Shares in accordance with Section 1.2(d), date required by applicable law or five (iii5) any amount owed pursuant to Section 1.2; (iv) if such termination occurs during the Initial Term, to receive salary continuation (i.e., not a lump sum payment) through the longer of (x) the end of the Initial Term and (y) one year following the Executive’s date of termination (the “Termination Date”), and (v) if such termination occurs during a Renewal Term, to receive salary continuation (i.e., not a lump sum payment) for a period of one year days following the Termination Date. Executive shall not be required to mitigate the amount of the payment provided for in this Section 4(i)(a) by seeking other employment or otherwise. The amount of the payment provided for in this Section 4(i)(a) shall not be reduced by any compensation or other amounts paid to or earned by Executive as the result of employment with another employer after the date on which his employment with the Company terminates or otherwise. (b) the continuance of the Executive’s life, medical, dental, prescription drug and long and short-term disability plans, programs or arrangements, whether group or individual, of the Company in which the Executive was entitled to participate at any time during the twelve (12) month period through which severance prior to the Termination Date until the earliest to occur of (1) one (1) year after the Termination Date; (2) the Executive’s death (provided that compensation and benefits payable to his beneficiaries shall not terminate upon his death); or (3) with respect to any particular plan, program or arrangement, the date the Executive is paid pursuant to subclause (iv) or subclause (v) afforded a comparable benefit at a comparable cost to the Executive hereunder by a subsequent employer. In the event that the Executive’s participation in any such plan, program or arrangement of the Company is referred prohibited, the Company shall arrange to herein as provide the “Severance Period”Executive with compensation and benefits substantially similar to those which the Executive is entitled to receive under such plan, program or arrangement for such period. Payments described Private and Confidential 5 Date Notwithstanding the foregoing, in subclause (iv) the event the payments or subclause (v) hereunder shall commence to benefits under this Section 4 would result in the imposition of a tax under Section 409A of the Code, then such payments or benefits will be paid on the 60th day following the Termination Date, or provided that the first payment shall include all of the at such time when such payments which should have been paid prior or benefits would not be subject to such date, but were not paid as a result of this sentencetax.