Common use of Termination without Cause, or Resignation from the Company for Good Reason Clause in Contracts

Termination without Cause, or Resignation from the Company for Good Reason. If Executive’s employment terminates without Cause pursuant to Section 3(a)(iv) or pursuant to Section 3(a)(vi) for Executive’s resignation from the Company for Good Reason, then, subject to Executive signing on or before the 21st day following the Date of Termination, and not revoking during any subsequent revocation period contained therein, a release of claims substantially in the form attached as Exhibit A to this Agreement (the “Release”), and Executive’s continued compliance with Sections 6 and 7, Executive shall receive, in addition to payments and benefits set forth in Section 3(c), (i) an amount equal to one times his Annual Base Salary (determined without regard to the Salary Reduction), payable in the form of salary continuation in regular installments over the 12 month period following the Date of Termination (the “Severance Period”), at the same time and in the same manner as the Annual Base Salary would have been paid had Executive remained in active employment during the Severance Period, in accordance with the Company’s normal payroll practices, (ii) if Executive timely elects continued medical, dental or vision coverage under one or more of the Company’s group medical, dental or vision plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then the Company shall directly pay, or reimburse Executive for, the COBRA premiums for Executive and Executive’s covered dependents under such plans during the period commencing on the Date of Termination and ending at the end of the Severance Period, and (iii) accelerated vesting of the Option solely to the extent expressly provided under Section 2(c) above. Notwithstanding the foregoing, if the Company determines that it cannot provide the COBRA benefit required by the foregoing subclause (ii) without potentially violating applicable law (including Section 2716 of the Public Health Service Act) or incurring an excise tax, the Company shall in lieu thereof provide to Executive a monthly payment in an after-tax amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s and Executive’s covered dependents’ group health coverage in effect on the Date of Termination, which amount shall be based on the premium for the first month of COBRA coverage.

Termination without Cause, or Resignation from the Company for Good Reason. If Executive’s employment terminates without Cause pursuant to Section 3(a)(iv) or pursuant to Section 3(a)(vi) for Executive’s resignation from the Company for Good Reason, then, subject to Executive signing on or before the 21st day following the Date of Termination, and not revoking during any subsequent revocation period contained therein, a release of claims substantially in the form attached as Exhibit A to this Agreement (the “Release”), and Executive’s continued compliance with Sections 6 and 7, Executive shall receive, in addition to payments and benefits set forth in Section 3(c), (i) an amount equal to one times his Annual Base Salary (determined without regard Salary, multiplied by a fraction, the numerator of which is equal to the Salary Reduction)number of months in the Severance Period and the denominator of which is 12, payable in the form of salary continuation in regular installments over during the 12 month period following the Date of Termination (the “Severance Period”), at the same time and in the same manner as the Annual Base Salary would have been paid had Executive remained in active employment during the Severance Period, in accordance with the Company’s normal payroll practices, and (ii) if Executive timely elects continued medical, dental or vision coverage under one or more of the Company’s group medical, dental or vision plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then the Company shall directly pay, or reimburse Executive for, the COBRA premiums for Executive and Executive’s covered dependents under such plans during the period commencing on the Date of Termination and ending at the end of the Severance Period, and (iii) accelerated vesting of the Option solely to the extent expressly provided under Section 2(c) above. Notwithstanding the foregoing, if the Company determines that it cannot provide the COBRA benefit required by the foregoing subclause (ii) without potentially violating applicable law (including Section 2716 of the Public Health Service Act) or incurring an excise tax, the Company shall in lieu thereof provide to Executive a monthly payment in an after-tax amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s and Executive’s covered dependents’ group health coverage in effect on the Date of Termination, which amount shall be based on the premium for the first month of COBRA coverage. For purposes of this Section 4(b), the “Severance Period” shall mean: six (6) months if the Date of Termination occurs prior to the two-year anniversary of the Effective Date; nine (9) months if the Date of Termination occurs on or after the two-year anniversary of the Effective Date but prior to the three-year anniversary of the Effective Date; or twelve (12) months if the Date of Termination occurs on or after the three-year anniversary of the Effective Date.

Termination without Cause, or Resignation from the Company for Good Reason. If Executive’s employment terminates without Cause pursuant to Section 3(a)(iv) or pursuant to Section 3(a)(vi) for Executive’s resignation from the Company for Good Reason, then, subject to Executive signing on or before the 21st day following the Date of Termination, and not revoking during any subsequent revocation period contained therein, a release of claims substantially in the form attached as Exhibit A to this Agreement (the “Release”), and Executive’s continued compliance with Sections 6 and 7, Executive shall receive, in addition to payments and benefits set forth in Section 3(c), (i) an amount equal to one times his Annual Base Salary (determined without regard to the Salary Reduction)Salary, payable in the form of salary continuation in regular installments over the 12 month period following the Date of Termination (the “Severance Period”), at the same time and in the same manner as the Annual Base Salary would have been paid had Executive remained in active employment during the Severance Period, in accordance with the Company’s normal payroll practices, and (ii) if Executive timely elects continued medical, dental or vision coverage under one or more of the Company’s group medical, dental or vision plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then the Company shall directly pay, or reimburse Executive for, the COBRA premiums for Executive and Executive’s covered dependents under such plans during the period commencing on the Date of Termination and ending at the end of the Severance Period, and (iii) accelerated vesting of the Option solely to the extent expressly provided under Section 2(c) above. Notwithstanding the foregoing, if the Company determines that it cannot provide the COBRA benefit required by the foregoing subclause (ii) without potentially violating applicable law (including Section 2716 of the Public Health Service Act) or incurring an excise tax, the Company shall in lieu thereof provide to Executive a monthly payment in an after-tax amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s and Executive’s covered dependents’ group health coverage in effect on the Date of Termination, which amount shall be based on the premium for the first month of COBRA coverage.

Termination without Cause, or Resignation from the Company for Good Reason. If Executive’s employment terminates without Cause pursuant to Section 3(a)(iv) or pursuant to Section 3(a)(vi) for Executive’s resignation from the Company for Good ReasonReason (each a “Qualifying Termination”), then, subject to Executive signing on or before delivering to the 21st day following the Date of Termination, Company a signed separation agreement and not revoking during any subsequent revocation period contained therein, a general release of claims substantially in the form attached as Exhibit A to this Agreement (the “Release”), and not revoking such Release, such that it becomes effective and irrevocable within sixty (60) days following the Date of Termination, and Executive’s continued compliance with Sections 6 and 7, Executive shall receive, in addition to payments and benefits set forth to which he is entitled as described in Section 3(c), (i) an amount equal to one times his Annual Base Salary (determined without regard to the Salary Reduction)Salary, payable in the form of salary continuation in regular installments over during the 12 12-month period following the Date of Termination (the “Severance Period”), at the same time and in the same manner as the Annual Base Salary would have been paid had Executive remained in active employment during the Severance Period, in accordance with the Company’s normal payroll practices, (ii) if Executive timely elects continued medical, dental or vision coverage under one or more of the Company’s group medical, dental or vision plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then the Company shall directly pay, or reimburse Executive for, the employer portion of the COBRA premiums for Executive and Executive’s covered dependents under such plans during the period commencing on the Date of Termination and ending at on the end of the Severance Period, and (iii) only if such termination occurs within twelve (12) months following the date of a Change in Control, accelerated vesting of the Option solely any unvested Options and any unvested RSUs immediately prior to the extent expressly Date of Termination, as provided under in Section 2(c) above). Notwithstanding the foregoing, if the Company determines that it cannot provide the COBRA benefit required by the foregoing subclause (ii) without potentially violating applicable law (including Section 2716 of the Public Health Service Act) or incurring an excise tax, the Company shall in lieu thereof provide to Executive a monthly payment during the Severance Period in an after-tax amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s and Executive’s covered dependents’ group health coverage in effect on the Date of Termination, which amount shall be based on the premium for the first month of COBRA coverage. Anything herein to the contrary notwithstanding, in the event of termination of Executive’s employment for any reason other than as provided in this Section 4(b), the Options and the RSUs granted to Executive shall remain subject only to the terms of the LTIP and the Option Agreement and RSU Agreement, including, without limitation, such terms governing vesting, exercise, and forfeiture thereof.

Termination without Cause, or Resignation from the Company for Good Reason. If Executive’s employment terminates without Cause pursuant to Section 3(a)(iv) or pursuant to Section 3(a)(vi) for Executive’s resignation from the Company for Good Reason, then, subject to Executive signing on or before the 21st day following the Date of Termination, and not revoking during any subsequent revocation period contained therein, a release of claims substantially in the form attached as Exhibit A to this Agreement (the “Release”), and Executive’s continued compliance with Sections 6 and 7, Executive shall receive, in addition to payments and benefits set forth in Section 3(c), (i) an amount equal to one times his Annual Base Salary (determined without regard Salary, multiplied by a fraction, the numerator of which is equal to the Salary Reduction)number of months in the Severance Period and the denominator of which is 12, payable in the form of salary continuation in regular installments over during the 12 month period following the Date of Termination (the “Severance Period”), at the same time and in the same manner as the Annual Base Salary would have been paid had Executive remained in active employment during the Severance Period, in accordance with the Company’s normal payroll practices, (ii) if Executive timely elects continued medical, dental or vision coverage under one or more of the Company’s group medical, dental or vision plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then the Company shall directly pay, or reimburse Executive for, the COBRA premiums for Executive and Executive’s covered dependents under such plans during the period commencing on the Date of Termination and ending at the end of the Severance Period, and (iii) accelerated vesting of the Restricted Shares and the Option solely to the extent expressly provided under Section 2(c) above. Notwithstanding the foregoing, if the Company determines that it cannot provide the COBRA benefit required by the foregoing subclause (ii) without potentially violating applicable law (including Section 2716 of the Public Health Service Act) or incurring an excise tax, the Company shall in lieu thereof provide to Executive a monthly payment in an after-tax amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s and Executive’s covered dependents’ group health coverage in effect on the Date of Termination, which amount shall be based on the premium for the first month of COBRA coverage. For purposes of this Section 4(b), the “Severance Period” shall mean: six (6) months if the Date of Termination occurs prior to the two-year anniversary of the Effective Date; nine (9) months if the Date of Termination occurs on or after the two-year anniversary of the Effective Date but prior to the three-year anniversary of the Effective Date; or twelve (12) months if the Date of Termination occurs on or after the three-year anniversary of the Effective Date.