Common use of Termination Without Cause or Resignation for Good Reason Before A Change of Control Clause in Contracts

Termination Without Cause or Resignation for Good Reason Before A Change of Control. (a) The Company may terminate Executive’s employment at any time without Cause (as defined in Section 3.8) prior to the expiration of the then-current Employment Period from the position in which Executive is employed hereunder upon not less than thirty (30) days’ prior written notice to Executive. The Company shall have the discretion to terminate Executive’s employment during the notice period and pay continued Base Salary in lieu of notice. In addition, Executive may initiate a termination of employment by resigning under this Section 3.1 for Good Reason (as defined in, and in accordance with the notice provisions set forth in Section 3.8) prior to the expiration of the then-current Employment Period. (b) Upon termination under this Section 3.1, Executive shall receive (i) Executive’s accrued but unpaid Base Salary through the date of termination (payable on the Company’s first (1st) payroll date after Executive’s date of termination or earlier if required by applicable law), (ii) any unreimbursed business expenses incurred by Executive and payable in accordance with the Company’s standard expense reimbursement policies and Section 19 of this Agreement, and (iii) benefits earned, accrued and due under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan (collectively, the “Guaranteed Payments”). (c) If Executive’s employment terminates as described in Section 3.1(a) above and if, upon such termination, Executive (i) executes within twenty-one (21) days (or forty-five (45) days to the extent required by applicable law) thereafter and does not revoke a written release in a form provided by the Company releasing the Company from any and all claims with respect to all matters arising out of or related to Executive’s employment by the Company or the termination thereof (the “Release”), (ii) complies with the terms and conditions of the Release, including, without limitation, any return of property, non-disparagement, and confidentiality provisions contained therein, and (iii) complies with the terms and conditions of Sections 5, 6, 7, and 8 below, Executive will be entitled to receive the benefits described below (collectively, the “Severance”): (i) Executive shall receive cash severance in an amount equal to (A) two (2) months of Executive’s then-current Base Salary per each completed year of service, with a minimum of six (6) months’ Base Salary and a maximum of twelve (12) months’ Base Salary (such period, the “Severance Period”) plus (B) Executive’s Target Bonus for the fiscal year in which Executive’s employment is terminated prorated based on the number of days Executive is employed during such fiscal year and subject to satisfaction of the applicable performance conditions as determined by the Company. The cash severance amount, less all required withholdings and authorized deductions, shall be paid in substantially equal installments over the Severance Period consistent with the Company’s regularly scheduled payroll until the Severance has been paid in full, subject to Section 3.1(d) below. (ii) Provided that Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, for the duration of the Severance Period, pay Executive each month an amount equal to the monthly premiums for COBRA healthcare continuation coverage under the Company’s medical plan for Executive, and, where applicable, his spouse and eligible dependents, less an amount equal to the required monthly employee payment for such coverage calculated as if Executive had continued to be an employee of the Company throughout such period (the “COBRA Payment”). Any payment under this Section 3.1(c)(ii) shall be subject to applicable tax withholdings. Notwithstanding the foregoing, payments specified under this Section 3.1(c)(ii) shall cease if the Company’s statutory obligation to provide such COBRA healthcare continuation coverage terminates for any reason before the expiration of the Severance Period, including but not limited to Executive’s failure to timely elect continuation coverage under COBRA. (d) Except as otherwise required by Section 3.9, the benefits described in subsections (i) and (ii) above shall begin within sixty (60) days after Executive’s termination date, provided Executive has timely executed and not revoked the Release within such sixty (60) day period; and provided that notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of Executive’s execution of the Release, directly or indirectly, result in Executive’s designating the calendar year of payment, and if a payment that is “nonqualified deferred compensation” as defined under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) is subject to execution of the Release and could be made in more than one taxable year, payment shall be made in the later taxable year. (e) Executive agrees and acknowledges that the Severance provided to Executive pursuant to Section 3.1(c) is in lieu of, and is not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy, or program, other than the Guaranteed Payments. (f) Executive agrees and acknowledges that if Executive fails to comply with Section 5, 6, 7, or 8 below, all payments under Section 3.1(c) shall immediately cease and Executive shall be required to repay immediately any cash Severance previously paid by the Company thereunder. (g) For the avoidance of doubt, a Non-Renewal Termination shall not constitute a termination without Cause or resignation for Good Reason subject to this Section 3.1.

Termination Without Cause or Resignation for Good Reason Before A Change of Control. (a) The Company Employer may terminate Executive’s employment at any time without Cause (as defined in Section 3.8) prior to the expiration of the then-current Employment Period 8) from the position in which Executive is employed hereunder upon not less than thirty (30) days’ prior written notice to Executive. The Company Employer shall have the discretion to terminate Executive’s employment during the notice period and pay continued Base Salary in lieu of notice. In addition, Executive may initiate a termination of employment by resigning under this Section 3.1 by resigning for Good Reason (as defined in, and in accordance with the notice and other provisions set forth in Section 3.8) prior to the expiration of the then-current Employment Period3.8(c)). (b) Upon termination under this Section 3.1, Executive shall receive (i) Executive’s accrued but unpaid Base Salary through the date of termination (payable on the CompanyEmployer’s first (1st) payroll date after Executive’s date of termination or earlier if required by applicable law), (ii) any unreimbursed business expenses incurred by Executive and payable in accordance with the CompanyEmployer’s standard expense reimbursement policies and Section 19 20 of this Agreement, and (iii) benefits earned, accrued and due under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan (collectively, the amounts in this Section 3.1(b) are “Guaranteed Payments”). (c) If Executive’s employment terminates as described in Section 3.1(a) above and if, upon such termination, Executive (i) executes within twenty-one (21) days (or forty-five (45) days to the extent required by applicable law) thereafter after presentation to Executive of, and that Executive does not revoke revoke, a written general release in a form provided by the Company Employer releasing the Employer, the Company and any affiliated entities from any and all claims (including with respect to all matters arising out of or related to Executive’s employment by the Company Employer or the termination thereof thereof) (the “Release”), and (ii) complies with the terms and conditions of the Release, including, without limitation, any return of property, non-disparagement, and confidentiality provisions contained therein, and (iii) complies with the terms and conditions of Sections 5, 6, 7, 8, and 8 9 (which shall be incorporated in the Release by reference) below, Executive will be entitled to receive the benefits described below (collectively, the “Severance”): (i) Executive shall receive cash severance in an amount equal to (A) two twelve (212) months of Executive’s then-current Base Salary per each completed year of service, with a minimum of six (6) months’ the “Base Salary and a maximum of twelve (12) months’ Base Salary (such period, the “Severance PeriodSeverance”) plus (B) Executive’s Target Bonus for the fiscal year in which Executive’s employment is terminated prorated based on (the number of days Executive is employed during such fiscal year and subject to satisfaction of the applicable performance conditions as determined by the Company“Bonus Severance”). The cash severance Base Salary Severance amount, less all required withholdings and authorized deductions, shall be paid in substantially equal installments over the Severance Period consistent with the CompanyEmployer’s regularly scheduled payroll until the Severance has been paid in full, subject to Section 3.1(d) below. The Bonus Severance amount, less all required withholdings and authorized deductions, shall be paid at such time as bonuses are paid pursuant to Section 2.2 above, subject to Section 3.1(d) below. (ii) Provided that Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, for a period of eighteen (18) months following Executive’s date of termination (the duration of the Severance “COBRA Period”), pay Executive each month an amount equal to the monthly premiums for COBRA healthcare continuation coverage under the Company’s medical plan for Executive, and, where applicable, his Executive’s spouse and eligible dependents, less an amount equal to the required monthly employee payment for such coverage calculated as if Executive had continued to be an employee of the Company Employer throughout such period (the “COBRA Payment”). Any payment under this Section 3.1(c)(ii) shall be subject to applicable tax withholdings. Notwithstanding the foregoing, payments specified under this Section 3.1(c)(ii) shall cease if (i) Executive obtains substantially similar healthcare coverage from a subsequent employer (and Executive shall notify the CompanyEmployer at the time of obtaining such coverage), or (ii) the Employer’s statutory obligation to provide such COBRA healthcare continuation coverage terminates for any reason before the expiration of the Severance COBRA Period, including but not limited to Executive’s failure to timely elect continuation coverage under COBRA. (d) Except as otherwise required by Section 3.9, the benefits described in subsections (i) and (ii) above (except with respect to the Bonus Severance) shall begin within sixty (60) days after Executive’s termination date, provided Executive has timely executed and not revoked the Release within such sixty (60) day period; and provided that notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of Executive’s execution of the Release, directly or indirectly, result in Executive’s designating the calendar year of payment, and if a payment that is “nonqualified deferred compensation” as defined under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) is subject to execution of the Release and could be made in more than one taxable yearyear of Executive, payment shall be made on the earliest date permitted under the terms of the Release in the later such taxable year. (e) Executive agrees and acknowledges that the Severance provided to Executive pursuant to Section 3.1(c) is in lieu of, and is not in addition to, any benefits to which Executive may otherwise be entitled under any Employer or Company severance plan, policy, or program, other than the Guaranteed Payments. (f) Executive agrees and acknowledges that if Executive fails to comply with Section 5, 6, 7, or 8 below, all payments under Section 3.1(c) shall immediately cease and Executive shall be required to repay immediately any cash Severance previously paid by the Company Employer thereunder. (g) For the avoidance of doubt, a Non-Renewal Termination shall not constitute a termination without Cause or resignation for Good Reason subject to this Section 3.1.

Termination Without Cause or Resignation for Good Reason Before A Change of Control. (a) The Company may terminate Executive’s employment at any time without Cause (as defined in Section 3.8) prior to the expiration of the then-current Employment Period from the position in which Executive is employed hereunder upon not less than thirty (30) days’ prior written notice to Executive. The Company shall have the discretion to terminate Executive’s employment during the notice period and pay continued Base Salary in lieu of notice. In addition, Executive may initiate a termination of employment by resigning under this Section 3.1 for Good Reason (as defined in, and in accordance with the notice provisions set forth in Section 3.8) prior to the expiration of the then-current Employment Period. (b) Upon termination under this Section 3.1, Executive shall receive (i) Executive’s accrued but unpaid Base Salary through the date of termination (payable on the Company’s first (1st) payroll date after Executive’s date of termination or earlier if required by applicable law), (ii) any unreimbursed business expenses incurred by Executive and payable in accordance with the Company’s standard expense reimbursement policies and Section 19 of this Agreement, and (iii) benefits earned, accrued and due under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan (collectively, the “Guaranteed Payments”). (c) If Executive’s employment terminates as described in Section 3.1(a) above prior to the expiration of the then-current Employment Period and if, upon such termination, Executive (i) executes within twenty-one (21) days (or forty-five (45) days to the extent required by applicable law) thereafter and does not revoke a written release in a form provided by the Company releasing the Company from any and all claims with respect to all matters arising out of or related to Executive’s employment by the Company or the termination thereof (the “Release”), (ii) complies with the terms and conditions of the Release, including, without limitation, any return of property, non-disparagement, and confidentiality provisions contained therein, and (iii) complies with the terms and conditions of Sections 5, 6, 7, and 8 below, Executive will be entitled to receive the benefits described below (collectively, the “Severance”): (i) Executive shall receive cash severance in an amount equal to (A) two (2) months of Executive’s then-current Base Salary per each completed year of service, with a minimum of six (6) months’ Base Salary and a maximum of twelve (12) months’ Base Salary (such period, the “Severance Period”) plus (B) Executive’s Target Bonus for the fiscal year in which Executive’s employment is terminated prorated based on the number of days Executive is employed during such fiscal year and subject to satisfaction of the applicable performance conditions as determined by the Company. The cash severance amount, less all required withholdings and authorized deductions, shall be paid in substantially equal installments over the Severance Period consistent with the Company’s regularly scheduled payroll until the Severance has been paid in full, subject to Section 3.1(d) below. (ii) Provided that Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, for the duration of the Severance Period, pay Executive each month an amount equal to the monthly premiums for COBRA healthcare continuation coverage under the Company’s medical plan for Executive, and, where applicable, his spouse and eligible dependents, less an amount equal to the required monthly employee payment for such coverage calculated as if Executive had continued to be an employee of the Company throughout such period (the “COBRA Payment”). Any payment under this Section 3.1(c)(ii) shall be subject to applicable tax withholdings. Notwithstanding the foregoing, payments specified under this Section 3.1(c)(ii) shall cease if the Company’s statutory obligation to provide such COBRA healthcare continuation coverage terminates for any reason before the expiration of the Severance Period, including but not limited to Executive’s failure to timely elect continuation coverage under COBRA. (d) Except as otherwise required by Section 3.9, the benefits described in subsections (i) and (ii) above shall begin within sixty (60) days after Executive’s termination date, provided Executive has timely executed and not revoked the Release within such sixty (60) day period; and provided that notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of Executive’s execution of the Release, directly or indirectly, result in Executive’s designating the calendar year of payment, and if a payment that is “nonqualified deferred compensation” as defined under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) is subject to execution of the Release and could be made in more than one taxable year, payment shall be made in the later taxable year. (e) Executive agrees and acknowledges that the Severance provided to Executive pursuant to Section 3.1(c) is in lieu of, and is not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy, or program, other than the Guaranteed Payments. (f) Executive agrees and acknowledges that if Executive fails to comply with Section 5, 6, 7, or 8 below, all payments under Section 3.1(c) shall immediately cease and Executive shall be required to repay immediately any cash Severance previously paid by the Company thereunder. (g) For the avoidance of doubt, a Non-Renewal Termination shall not constitute a termination without Cause or resignation for Good Reason subject to this Section 3.1.

Termination Without Cause or Resignation for Good Reason Before A Change of Control. (a) The Company may terminate Executive’s employment at any time without Cause (as defined in Section 3.83.9) prior to the expiration of the then-current Employment Period from the position in which Executive is employed hereunder upon not less than thirty (30) days’ prior written notice to Executive. The Company shall have the discretion to terminate Executive’s employment during the notice period and pay continued Base Salary in lieu of notice. In addition, Executive may initiate a termination of employment by resigning under this Section 3.1 3.2 for Good Reason (as defined in, and in accordance with the notice provisions set forth in Section 3.83.9) prior to the expiration of the then-current Employment Period. (b) Upon termination under this Section 3.13.2, Executive shall receive (i) Executive’s accrued but unpaid Base Salary through the date of termination (payable on the Company’s first (1st) payroll date after Executive’s date of termination or earlier if required by applicable law), (ii) any unreimbursed business expenses incurred by Executive and payable in accordance with the Company’s standard expense reimbursement policies and Section 19 of this Agreement, and (iii) benefits earned, accrued and due under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan (collectively, the “Guaranteed Payments”). (c) If Executive’s employment terminates as described in Section 3.1(a3.2(a) above prior to the expiration of the then-current Employment Period and if, upon such termination, if Executive (i) executes within twenty-one (21) days (or forty-five (45) days to the extent required by applicable law) thereafter and does not revoke a written release in a form provided by the Company releasing the Company from any and all claims with respect to all matters arising out of or related to Executive’s employment by the Company or the termination thereof (the “Release”), (ii) complies with the terms and conditions of the Release, including, without limitation, any return of property, non-disparagement, and confidentiality provisions contained therein, and (iii) complies with the terms and conditions of Sections 5, 6, 7, and 8 below, Executive will be entitled to receive the benefits described below (collectively, the “Severance”): (i) Executive shall receive cash severance in an amount equal to (A) two (2) months of Executive’s then-then current Base Salary per each completed year of service, with a minimum of six (6) months’ Base Salary and a maximum of twelve (12) months’ Base Salary (such period, the “Severance Period”) plus (B) Executive’s Target Bonus for the fiscal year in which Executive’s employment is terminated prorated based on the number of days Executive is employed during such fiscal year and subject to satisfaction of the applicable performance conditions as determined by the Companyyear. The cash severance amount, less all required withholdings and authorized deductions, shall be paid in substantially equal installments over the Severance Period consistent with the Company’s regularly scheduled payroll until the Severance has been paid in full, subject to Section 3.1(d3.2(d) below. (ii) Provided that Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the The Company shall, for the duration of the Severance Period, pay Executive each month an amount equal to the monthly premiums for COBRA healthcare continuation coverage medical insurance cost under the Company’s medical plan for Executive, and, where applicable, his spouse and eligible dependents, less an amount equal to the required monthly employee payment for such coverage calculated as if Executive had continued to be an employee of the Company throughout such period (the “COBRA Payment”). Any payment under this Section 3.1(c)(ii) shall be subject to applicable tax withholdingsperiod. Notwithstanding the foregoing, payments specified under this Section 3.1(c)(ii3.2(c)(ii) shall cease if the Company’s statutory obligation to provide such COBRA healthcare continuation coverage terminates for any reason before the expiration of the Severance Period, including but not limited to Executive’s failure to timely elect continuation coverage under COBRA. (d) Except as otherwise required by Section 3.93.10, the benefits described in subsections (i) and (ii) above shall begin within sixty (60) days after Executive’s termination date, provided Executive has timely executed and not revoked the Release within such sixty (60) day period; and provided that notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of Executive’s execution of the Release, directly or indirectly, result in Executive’s designating the calendar year of payment, and if a payment that is “nonqualified deferred compensation” as defined under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) is subject to execution of the Release and could be made in more than one taxable year, payment shall be made in the later taxable year. (e) Executive agrees and acknowledges that the Severance provided to Executive pursuant to Section 3.1(c3.2(c) is in lieu of, and is not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy, or program, other than the Guaranteed Payments. (f) Executive agrees and acknowledges that if Executive fails to comply with Section 5, 6, 7, or 8 below, all payments under Section 3.1(c3.2(c) shall immediately cease and Executive shall be required to repay immediately any cash Severance previously paid by the Company thereunder. (g) For the avoidance of doubt, a Non-Renewal Termination shall not constitute a termination without Cause or resignation for Good Reason subject to this Section 3.1.

Termination Without Cause or Resignation for Good Reason Before A Change of Control. (a) The Company may terminate Executive’s employment at any time without Cause (as defined in Section 3.8) prior to the expiration of the then-current Employment Period from the position in which Executive is employed hereunder upon not less than thirty (30) days’ prior written notice to Executive. The Company shall have the discretion to terminate Executive’s employment during the notice period and pay continued Base Salary in lieu of notice. In addition, Executive may initiate a termination of employment by resigning under this Section 3.1 for Good Reason (as defined in, and in accordance with the notice provisions set forth in Section 3.8) prior to the expiration of the then-current Employment Period. (b) Upon termination under this Section 3.1, Executive shall receive (i) Executive’s accrued but unpaid Base Salary through the date of termination (payable on the Company’s first (1st) payroll date after Executive’s date of termination or earlier if required by applicable law), (ii) any unreimbursed business expenses incurred by Executive and payable in accordance with the Company’s standard expense reimbursement policies and Section 19 of this Agreement, and (iii) benefits earned, accrued and due under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan (collectively, the “Guaranteed Payments”). (c) If Executive’s employment terminates as described in Section 3.1(a) above prior to the expiration of the then-current Employment Period and if, upon such termination, Executive (i) executes within twenty-one (21) days (or forty-five (45) days to the extent required by applicable law) thereafter and does not revoke a written release in a form provided by the Company releasing the Company from any and all claims with respect to all matters arising out of or related to Executive’s employment by the Company or the termination thereof (the “Release”), (ii) complies with the terms and conditions of the Release, including, without limitation, any return of property, non-disparagement, and confidentiality provisions contained therein, and (iii) complies with the terms and conditions of Sections 5, 6, 7, and 8 below, Executive will be entitled to receive the benefits described below (collectively, the “Severance”): (i) Executive shall receive cash severance in an amount equal to (A) two eighteen (218) months of Executive’s then-current Base Salary per each completed year of service, with a minimum of six (6) months’ Base Salary and a maximum of twelve (12) months’ Base Salary (such period, the “Severance Period”) plus (B) Executive’s Target Bonus for the fiscal year in which Executive’s employment is terminated prorated based on the number of days Executive is employed during such fiscal year and subject to satisfaction of the applicable performance conditions as determined by the Company. The cash severance amount, less all required withholdings and authorized deductions, shall be paid in substantially equal installments over the Severance Period consistent with the Company’s regularly scheduled payroll until the Severance has been paid in full, subject to Section 3.1(d) below. (ii) Provided that Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, for a period of eighteen (18) months following Executive’s date of termination (the duration of the Severance “COBRA Period”), pay Executive each month an amount equal to the monthly premiums for COBRA healthcare continuation coverage under the Company’s medical plan for Executive, and, where applicable, his spouse and eligible dependents, less an amount equal to the required monthly employee payment for such coverage calculated as if Executive had continued to be an employee of the Company throughout such period (the “COBRA Payment”). Any payment under this Section 3.1(c)(ii) shall be subject to applicable tax withholdings. Notwithstanding the foregoing, payments specified under this Section 3.1(c)(ii) shall cease if the Company’s statutory obligation to provide such COBRA healthcare continuation coverage terminates for any reason before the expiration of the Severance COBRA Period, including but not limited to Executive’s failure to timely elect continuation coverage under COBRA. (d) Except as otherwise required by Section 3.9, the benefits described in subsections (i) and (ii) above shall begin within sixty (60) days after Executive’s termination date, provided Executive has timely executed and not revoked the Release within such sixty (60) day period; and provided that notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of Executive’s execution of the Release, directly or indirectly, result in Executive’s designating the calendar year of payment, and if a payment that is “nonqualified deferred compensation” as defined under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) is subject to execution of the Release and could be made in more than one taxable year, payment shall be made in the later taxable year. (e) Executive agrees and acknowledges that the Severance provided to Executive pursuant to Section 3.1(c) is in lieu of, and is not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy, or program, other than the Guaranteed Payments. (f) Executive agrees and acknowledges that if Executive fails to comply with Section 5, 6, 7, or 8 below, all payments under Section 3.1(c) shall immediately cease and Executive shall be required to repay immediately any cash Severance previously paid by the Company thereunder. (g) For the avoidance of doubt, a Non-Renewal Termination shall not constitute a termination without Cause or resignation for Good Reason subject to this Section 3.1.

Termination Without Cause or Resignation for Good Reason Before A Change of Control. (a) The Company may terminate Executive’s employment Executive at any time without Cause (as defined in Section 3.82.9) prior to the expiration of the then-current Employment Period from the position in which Executive is employed hereunder upon not less than thirty (30) days’ ' prior written notice to Executive. The Company shall have the discretion to terminate Executive’s 's employment during the notice period and pay continued Base Salary in lieu of notice. In addition, Executive may initiate a termination of employment by resigning under this Section 3.1 2.1 for Good Reason (as defined in, and in accordance with the notice provisions set forth in Section 3.8) prior to the expiration of the then-current Employment Period2.9). (b) Upon termination under this Section 3.12.1, Executive shall receive (i) Executive’s 's accrued but unpaid Base Salary through the date of termination (payable on the Company’s first (1st) payroll date after Executive’s date of termination or earlier if required by applicable law)termination, (ii) any unreimbursed business expenses incurred by Executive and payable in accordance with the Company’s 's standard expense reimbursement policies and Section 19 of this Agreementpolicies, and (iii) benefits earned, accrued and due under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan (collectively, the “"Guaranteed Payments”"). With the exception of unreimbursed business expenses, which shall be paid in accordance with Company policy, Executive will be paid the Guaranteed Payments on the Company's first payroll date after Executive's date of termination from employment, or earlier if required by applicable law. (c) If Executive’s 's employment terminates as described in Section 3.1(a2.l(a) above and if, upon such termination, Executive (i) executes within twenty-one (21) days (or forty-five (45) days to the extent required by applicable law) thereafter or presentment and does not revoke a written release in a form provided by the Company releasing the Company from any and all claims against the Company and its affiliates, related entities, and representatives with respect to all matters arising out of or related to Executive’s 's employment by the Company Company, or the termination thereof (the “"Release”"), (ii) complies with the terms and conditions of the Release, including, without limitation, any return of property, non-disparagement, and confidentiality provisions contained therein, and (iii) complies with the terms and conditions of Sections 4, 5, 6, 7, and 8 7 below, Executive will be entitled to receive the benefits described below following payments (collectively, the “"Severance”"): (i) Executive shall receive cash severance in an amount equal to (A) two (2) months of Executive’s then-'s then current annual Base Salary per each completed year of service, with a minimum of six (6) months’ ' Base Salary and a maximum of twelve (12) months’ ' Base Salary (such period, the “"Severance Period”'') plus (B) the Executive’s Target 's target Annual Bonus for the fiscal year in which Executive’s 's employment is terminated in an amount equal to forty percent (40%) of Executive's then-current Base Salary prorated based on the number of days Executive is employed during such fiscal year and subject to satisfaction of the applicable performance conditions as determined by the Companyyear. The cash severance amount, less all required withholdings and authorized deductions, amount shall be paid in separate substantially equal bi-weekly installments over the Severance Period Period, consistent with the Company’s 's regularly scheduled payroll payroll, subject to Section 2.1 ( c )(iii) below, until the Severance severance has been paid in full. Any outstanding unvested equity, subject to Section 3.1(dRSUs (time-based only) belowand Options will also vest immediately. (ii) Provided that Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the The Company shall, for the duration of the Severance Period, pay Executive each month an amount equal to the monthly premiums for COBRA healthcare continuation coverage medical insurance cost under the Company’s 's medical plan for Executive, and, where applicable, his spouse and eligible dependents, less an amount equal to the required monthly employee payment for such coverage calculated as if Executive had continued to be an employee of the Company throughout such period (the “COBRA Payment”). Any payment under this Section 3.1(c)(ii) shall be subject to applicable tax withholdingsperiod. Notwithstanding the foregoing, payments specified under this Section 3.1(c)(ii2.1(c)(ii) shall cease if the Company’s 's statutory obligation to provide such COBRA healthcare continuation coverage terminates for any reason before the expiration of the Severance Period, including but not limited to Executive’s 's failure to timely elect continuation coverage under COBRA. (diii) Except as otherwise required by Section 3.92.10, the benefits described in subsections (i) and (ii) above shall begin within sixty (60) days after Executive’s 's termination date, provided Executive has timely executed and not revoked the Release within such sixty (60) day period; and provided that notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of Executive’s 's execution of the Release, directly or indirectly, result in Executive’s Executive designating the calendar year of payment, and if a payment that is “nonqualified "deferred compensation” " as defined under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) is subject to execution of the Release and could be made in more than one taxable year, payment shall be made in the later taxable year. The Company shall provide the Release to Executive on or before the termination date, and Executive shall execute the Release during the time period permitted by applicable law. (ed) Executive agrees and acknowledges that the Severance provided to Executive pursuant to Section 3.1(c2.1 (c) is in lieu of, and is not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy, or program, other than the Guaranteed Payments. (fe) Executive agrees and acknowledges that if Executive fails to comply with Section 4, 5, 6, 7, 6 or 8 7 below, all payments under Section 3.1(c2.l(c) shall immediately cease and Executive shall be required to repay immediately any cash Severance previously paid by the Company thereunder. (g) For the avoidance of doubt, a Non-Renewal Termination shall not constitute a termination without Cause or resignation for Good Reason subject to this Section 3.1.

Termination Without Cause or Resignation for Good Reason Before A Change of Control. (a) The Company may terminate Executive’s employment at any time without Cause (as defined in Section 3.8) prior to the expiration of the then-current then -current Employment Period from the position in which Executive is employed hereunder upon not less than thirty (30) days’ prior written notice to Executive. The Company shall have the discretion to terminate Executive’s employment during the notice period and pay continued Base Salary in lieu of notice. In addition, Executive may initiate a termination of employment by resigning under this Section 3.1 for Good Reason (as defined in, and in accordance with the notice provisions set forth in Section 3.8) prior to the expiration of the then-current Employment Period. In addition, a termination of Executive’s employment upon the expiration of the then-current Employment Period in Section 1.1, following a Company notice to Executive of a non-renewal of the Employment Period, shall be deemed a termination by the Company without Cause for all purposes. (b) Upon termination under this Section 3.1, Executive shall receive receive (i) Executive’s accrued but unpaid Base Salary through the date of termination (payable on the Company’s first (1st) payroll date after Executive’s date of termination or earlier if required by applicable law), (ii) any unreimbursed business expenses incurred by Executive and payable in accordance with the Company’s standard expense reimbursement policies and Section 19 2.7 of this Agreement, and (iii) benefits earned, accrued and due under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan (collectively, the “Guaranteed Payments”). (c) If Executive’s employment terminates as described in Section 3.1(a) above and if, upon such termination, Executive (i) executes within twenty-one (21) days (or forty-five (45) days to the extent required by applicable law) thereafter and does not revoke a written release in a form reasonably provided by the Company releasing the Company from any and all claims with respect to all matters arising out of or related to Executive’s employment by the Company or the termination thereof (the “Release”), (ii) complies with the terms and conditions of the Release, including, without limitation, any return of property, non-disparagement, and confidentiality provisions contained therein, and (iii) complies with the terms and conditions of Sections 5, 6, 7, and 8 below, Executive will be entitled to receive the benefits described below (collectively, the “Severance”): (i) Executive shall receive cash severance in an amount equal to (A) two (2) months of Executive’s then-current Base Salary per each completed year of serviceservice with the Company, with a minimum of six (6) months’ Base Salary and a maximum of twelve (12) months’ Base Salary (such period, the “Severance Period”) plus (B) Executive’s Target Bonus for the fiscal year in which Executive’s employment is terminated prorated based on the number of days Executive is employed by the Company during such fiscal year and subject to satisfaction of the applicable performance conditions as reasonably determined by the Company. The cash severance amount, less all required withholdings and authorized deductions, shall be paid in substantially equal installments over the Severance Period consistent with the Company’s regularly scheduled payroll until the Severance has been paid in full, subject to Section 3.1(d) below. (ii) Provided that Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRACOBRA ”), the Company shall, for the duration of the Severance Period, pay Executive each month an amount equal to the monthly premiums for COBRA healthcare continuation coverage under the Company’s medical plan for ExecutiveExecutive directly to the administrator, and, where applicable, his spouse and eligible dependents, less an amount equal to the required monthly employee payment for such coverage calculated as if Executive had continued to be an employee of the Company throughout such period (the “COBRA Payment”). Any payment under this Section 3.1(c)(ii) shall be subject to applicable tax withholdingswithholdings to the extent applicable. Notwithstanding the foregoing, payments specified under this Section 3.1(c)(ii) shall cease if the Company’s statutory obligation to provide such COBRA healthcare continuation coverage terminates for any reason before the expiration of the Severance Period, including but not limited to Executive’s failure to timely elect continuation coverage under COBRA. (d) Except as otherwise required by Section 3.9, the benefits described in subsections (i) and (ii) above shall begin within sixty (60) days after Executive’s termination date, provided Executive has timely executed and not revoked the Release within such sixty (60) day period; and provided that notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of Executive’s execution of the Release, directly or indirectly, result in Executive’s designating the calendar year of payment, and if a payment that is “nonqualified deferred compensation” as defined under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) is subject to execution of the Release and could be made in more than one taxable year, payment shall be made in the later taxable year. (e) Executive agrees and acknowledges that the Severance provided to Executive pursuant to Section 3.1(c) is in lieu of, and is not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy, or program, other than the Guaranteed Payments. (f) Executive agrees and acknowledges that if Executive fails to comply with Section 5, 6, 7, or 8 below, all payments under Section 3.1(c) shall immediately cease and Executive shall be required to repay immediately any cash Severance previously paid by the Company thereunder. (g) For the avoidance of doubt, a Non-Renewal Termination shall not constitute a termination without Cause or resignation for Good Reason subject to this Section 3.1.

Termination Without Cause or Resignation for Good Reason Before A Change of Control. (a) The Company may terminate Executive’s 's employment at any time without Cause (as defined in Section 3.8) prior to the expiration of the then-current Employment Period from the position in which Executive is employed hereunder upon not less than thirty (30) days’ ' prior written notice to Executive. The Company shall have the discretion to terminate Executive’s 's employment during the notice period and pay continued Base Salary in lieu of notice. In addition, Executive may initiate a termination of employment by resigning under this Section 3.1 for Good Reason (as defined in, and in accordance with the notice provisions set forth in Section 3.8) prior to the expiration of the then-current Employment Period. (b) Upon termination under this Section 3.1, Executive shall receive receive (i) Executive’s 's accrued but unpaid Base Salary through the date of termination (payable on the Company’s 's first (1st) payroll Ppayroll date after Executive’s 's date of termination or earlier if required by applicable law), (ii) any unreimbursed business expenses incurred by Executive and payable in accordance with the Company’s 's standard expense reimbursement policies and Section 19 of this Agreement, and (iii) benefits earned, accrued and due under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan (collectively, the “"Guaranteed Payments”"). (c) If Executive’s IfExecutive's employment terminates as described in Section 3.1(a) above and if, upon such termination, Executive (i) executes within twenty-one (21) days (or forty-five (45) days to the extent required by applicable law) thereafter and does not revoke a written release in a form provided by the Company releasing the Company from any and all claims with respect to all matters arising out of or related to Executive’s 's employment by the Company or the termination thereof (the “"Release”"), (ii) complies with the terms and conditions of the Release, including, without limitation, any return of property, non-disparagement, and confidentiality provisions contained therein, and (iii) complies with the terms and conditions of Sections 5, 6, 7, and 8 below, Executive will be entitled to receive the benefits described below (collectively, the “Severance”):the (i) Executive shall receive cash severance in an amount equal to (A) two (2) months of Executive’s ofExecutive's then-current Base Salary per each completed year of service, with a minimum of six (6) months’ ' Base Salary and a maximum of twelve (12) months’ ' Base Salary (such period, the “"Severance Period”) ''), plus (B) Executive’s Executives Target Bonus for the fiscal year in which Executive’s 's employment is terminated prorated based on the number of days Executive is employed during such fiscal year and subject to satisfaction of the applicable performance conditions as determined by the Company, plus (C) $300,000, provided, however, that the Executive shall not be entitled to such cash amount if he has previously received payment of the Additional Bonus set forth in Section 2.4. The cash severance amountamount set forth in this clause (i), less all required withholdings and authorized deductions, shall be paid in substantially equal installments over the Severance Period consistent with the Company’s 's regularly scheduled payroll until the Severance has been paid in full, subject to Section 3.1(d3.l(d) below. (ii) Provided that Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”"), the Company shall, for the duration of the Severance Period, pay Executive each month an amount equal to the monthly premiums for COBRA healthcare continuation coverage under the Company’s 's medical plan for Executive, and, where applicable, his spouse and eligible dependents, less an amount equal to the required monthly employee payment for such coverage calculated as if Executive had continued to be an employee of the Company throughout such period (the “"COBRA Payment”"). Any payment under this Section 3.1(c)(ii) shall be subject to applicable tax withholdings. Notwithstanding the foregoing, payments specified under this Section 3.1(c)(ii) shall cease if the Company’s 's statutory obligation to provide such COBRA healthcare continuation coverage terminates for any reason before the expiration of the Severance Period, including but not limited to Executive’s 's failure to timely elect continuation coverage under COBRA. (d) Except as otherwise required by Section 3.9, the benefits described in subsections (i) and (ii) above shall begin within sixty (60) days after Executive’s 's termination date, provided Executive has timely executed and not revoked the Release within such sixty (60) day period; and provided that notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of Executive’s 's execution of the Release, directly or indirectly, result in Executive’s 's designating the calendar year of payment, and if a payment that is “"nonqualified deferred compensation” " as defined under Section 409A of the Internal Revenue Code of 1986, as amended (“"Section 409A”") is subject to execution of the Release and could be made in more than one taxable year, payment shall be made in the later taxable year. (e) Executive agrees and acknowledges that the Severance provided to Executive pursuant to Section 3.1(c3.l(c) is in lieu of, and is not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy, or program, other than the Guaranteed Payments. (f) Executive agrees and acknowledges that if Executive fails to comply with Section 5, 6, 7, or 8 below, all payments under Section 3.1(c) shall immediately cease and Executive shall be required to repay immediately any cash Severance previously paid by the Company thereunder. (g) For the avoidance of doubt, a Non-Renewal Non -Renewal Termination shall not constitute a termination without Cause or resignation for Good Reason subject to this Section 3.1.