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 Company terminates the Executive’s employment for any reason other than “for Cause,” or if the Executive terminates his employment with the Company for "Good Reason" (as defined below in clause (e) and subject to the Company's right to cure as also provided in such clause (e)), then provided that Executive signs a release of claims in a form provided by the Company, within 30 days after the date of termination, and the release becomes effective and irrevocable in accordance with its terms, then (i) the Company shall continue to pay, or cause to be paid, to the Executive his Base Salary for the twelve month period commencing on the date of termination (such period, the “Severance Period”), payable over the Severance Period in equal semi-monthly or other installments (not less frequently than monthly), with the installments that otherwise would be paid within the first 40 calendar days after the date of termination being paid in a lump sum (without interest) on the 40th day after the date of termination and the remaining installments being paid as otherwise scheduled assuming payments had begun immediately after the date of termination (the “Severance Payment”). Such Severance Payment together with claims for earned but unpaid compensation and benefits shall be the sole and exclusive contractual remedy (specifically including all claims to unearned compensation (of whatever sort) arising from Section 3 of this Agreement) available to the Executive related to the termination. However, nothing in this provision shall be construed as a knowing and voluntary waiver of any claims that have not accrued as of the Effective Date.

Termination without Cause or by the Executive for Good Reason. If the Company terminates the Executive’s employment for any reason other than “for Cause,” or if the Executive terminates his employment with the Company for "“Good Reason" ” (as defined below in clause (e) and subject to the Company's ’s right to cure as also provided in such clause (e)), then provided that Executive signs a release of claims in a form provided by the Company, within 30 days after the date of termination, and the release becomes effective and irrevocable in accordance with its terms, then (i) the Company shall continue to pay, or cause to be paid, to the Executive his Base Salary for the twelve six month period commencing on the date of termination (such period, the “Severance Period”), payable over the Severance Period in equal semi-monthly or other installments (not less frequently than monthly), with the installments that otherwise would be paid within the first 40 calendar days after the date of termination being paid in a lump sum (without interest) on the 40th day after the date of termination and the remaining installments being paid as otherwise scheduled assuming payments had begun immediately after the date of termination termination, and (ii) the “Executive’s equity grants pursuant to Section 3(c) (including any related Transaction Bonus Opportunity), Section 3(d) and Section 3(e) shall vest in full, to the extent such grants have not already vested, and shall be paid in accordance with the terms, and subject to the conditions, of the applicable grant letter (collective, the Severance Payment”). Such Severance Payment together with claims for earned but unpaid compensation and benefits shall be the sole and exclusive contractual remedy (specifically including all claims to unearned compensation (of whatever sort) arising from Section 3 of this Agreement) available to the Executive related to the termination. However, However nothing in this provision shall be construed as a knowing and voluntary waiver of any claims that have not accrued as of the Effective Date.

Termination without Cause or by the Executive for Good Reason. If the Company terminates the Executive’s employment for any reason other than “for Cause,” or if the Executive terminates his employment with the Company for "Good Reason" (as defined below in clause (e) and subject to the Company's right to cure as also provided in such clause (e)), then provided that Executive signs a release of claims in a form provided by the Company, within 30 days after the date of termination, and the release becomes effective and irrevocable in accordance with its terms, then (i) the Company shall continue to pay, or cause to be paid, to the Executive his Base Salary for the twelve month period commencing on the date of termination (such period, the “Severance Period”), payable over the Severance Period in equal semi-monthly or other installments (not less frequently than monthly), with the installments that otherwise would be paid within the first 40 calendar days after the date of termination being paid in a lump sum (without interest) on the 40th day after the date of termination and the remaining installments being paid as otherwise scheduled assuming payments had begun immediately after the date of termination termination, and (ii) the “Executive’s equity grants pursuant to Section 3(c) (including any related Transaction Bonus Opportunity), Section 3(d), Section 3(e) and Section 3(g) shall vest in full, to the extent such grants have not already vested, and shall be paid in accordance with the terms, and subject to the conditions, of the applicable grant letter (collective, the Severance Payment”). Such Severance Payment together with claims for earned but unpaid compensation and benefits shall be the sole and exclusive contractual remedy (specifically including all claims to unearned compensation (of whatever sort) arising from Section 3 of this Agreement) available to the Executive related to the termination. However, However nothing in this provision shall be construed as a knowing and voluntary waiver of any claims that have not accrued as of the Effective Date.