Common use of Termination without Cause or Resignation with Good Reason Clause in Contracts

Termination without Cause or Resignation with Good Reason. The Company may terminate Employee's employment hereunder "Without Cause", effective ten business days after written notice thereof from the Company to Employee. Employee may resign from the Company with "Good Reason" effective ten business days after written notice thereof from Employee to the Company. If the Company terminates Employee Without Cause or if Employee terminates his employment with Good Reason, the Company shall owe Employee severance (the "Severance Payment") in an amount equal to the greater of the Option I Severance and the Option II Severance. At the Company's option, the Severance Payment shall be paid either (a) in equal monthly installments during the "Remaining Non-Compete Term", or (b) in one lump sum payable within 30 days following the termination date. The Company shall withhold all applicable income and employment taxes from the Severance Payment. In addition, for a period commencing on the termination date and ending on the first anniversary thereof, provided that Employee properly elects such coverage, the Company shall pay (the "COBRA Payment") the premiums necessary to provide Employee coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). Thereafter, Employee shall be solely responsible for the full amount of such COBRA premiums for the remainder of the COBRA continuation period. It is agreed that the Severance Payment and the COBRA Payment shall constitute all amounts owed by the Companies to Employee for the termination of his employment Without Cause or Employee's resignation with Good Reason, and that no other payments or benefits shall be owed by the Companies to Employee under any severance or benefit plan other than any benefits under a retirement plan that is qualified under Section 401(a) of the Internal Revenue Code in which Employee is fully vested. No Severance Payment or COBRA Payment shall be made by the Company unless Employee executes a waiver in a form satisfactory to the Company releasing the Companies from any claims Employee may assert against the Companies.

Termination without Cause or Resignation with Good Reason. The Company may terminate Employee's ’s employment hereunder "“Without Cause"”, effective ten business days after written notice thereof from the Company to Employee. Employee may resign from the Company with "“Good Reason" ” effective ten business days after written notice thereof from Employee to the Company. If the Company terminates Employee Without Cause or if Employee terminates his employment with Good Reason, the Company shall owe Employee severance (the "“Severance Payment"”) in an amount equal to the greater of the Option I Severance and the Option II Severance. At the Company's ’s option, the Severance Payment shall be paid either (a) in equal monthly installments during the "“Remaining Non-Compete Term"”, or (b) in one lump sum payable within 30 days following the termination date. The Company shall withhold all applicable income and employment taxes from the Severance Payment. In addition, for a period commencing on the termination date and ending on the first anniversary thereof, provided that Employee properly elects such coverage, the Company shall pay (the "“COBRA Payment"”) the premiums necessary to provide Employee coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("“COBRA"”). Thereafter, Employee shall be solely responsible for the full amount of such COBRA premiums for the remainder of the COBRA continuation period. It is agreed that the Severance Payment and the COBRA Payment shall constitute all amounts owed by the Companies to Employee for the termination of his employment Without Cause or Employee's ’s resignation with Good Reason, and that no other payments or benefits shall be owed by the Companies to Employee under any severance or benefit plan other than any benefits under a retirement plan that is qualified under Section 401(a) of the Internal internal Revenue Code in which Employee is fully vested. No Severance Payment or COBRA Payment shall be made by the Company unless Employee executes a waiver in a form satisfactory to the Company releasing the Companies from any claims Employee may assert against the Companies.

Termination without Cause or Resignation with Good Reason. The Company may terminate Employee's If Executive’s employment hereunder "Without Cause"is terminated without Cause by the Company or Executive resigns with Good Reason during the Employment Period, effective ten business then Executive shall be entitled to receive the following: (i) any accrued and unpaid Base Salary through the termination date; (ii) any eligible unpaid expense reimbursements; (iii) all other accrued and vested payments, benefits or fringe benefits to which Executive is entitled in accordance with the terms and conditions of the applicable compensation or benefit plan, program or arrangement of the Company (collectively, items (i) through (iii) are referred to hereafter as the “Accrued Benefits”). In addition, if such termination occurs after the first three months (or equivalent period if the Fiscal Year changes) of any Fiscal Year, Executive will also be eligible to receive (iv) the lesser of (1) the Annual Bonus calculated for such Fiscal Year at the time of termination or (2) the Annual Bonus calculated at the end of such fiscal year in which the termination occurs. After March 31, 2019, Executive shall also be entitled to (v) an amount equal to up to nine (9) months of Executive’s annual Base Salary, payable in substantially equal installments in accordance with the Company’s regular payroll practices for a period of twelve (12) months following the termination, subject to the Company’s sole option to increase this severance amount up to twelve (12) months of Executive’s annual Base Salary, to be paid over eighteen (18) months, consistent with the restrictive covenant provisions in Section 5 herein (the “Continued Salary Payments”); and (vi) Company payment of the cost of health insurance continuation under COBRA for Executive and Executive’s eligible dependents for a period of six (6) months following the termination, which payment will be made directly to the insurer on behalf of Executive (items (iv), (v) and (vi) together, the “Severance Benefits”). The Severance Benefits shall cease to be paid if, in the Board’s reasonable determination, Executive secures full time executive-level employment or an executive board-level role for compensation, provided, however that Executive shall receive at least three (3) months of Severance Benefits. A general release of claims in form and substance reasonably required by the Company and not revoked during any period when such revocation is permitted under relevant law will be required for any Severance Benefits under this section, other than the Accrued Benefits. The Continued Salary Payments shall commence with the first payment being made on the first payroll date immediately following the 60th day following Executive’s separation date (the “Continued Salary Commencement Date”) and such first payment to include any installments that otherwise would have been paid during the period commencing on the separation date and ending with the Continued Salary Commencement Date. Each such installment payment shall be treated as a separate payment for purposes of Code Section 409A (defined in Section 25 below). “Good Reason” shall mean any of the following: (i) a material change in job title; (ii) a change in reporting structure where the Executive no longer reports directly to the Board; (iii) a material reduction in job duties or scope; or (iv) a material reduction in base salary or bonus potential that is not commensurate with other senior Executives at the Company; provided, however, that in the case of items (ii), (iii) and (iv) of this definition, such change or reduction continues uncured for a period of fifteen (15) days after written notice thereof from the Company to Employee. Employee may resign from the Company with "Good Reason" effective ten business days after written notice thereof from Employee to the Company. If the Company terminates Employee Without Cause or if Employee terminates his employment with Good Reason, the Company shall owe Employee severance (the "Severance Payment") in an amount equal to the greater of the Option I Severance and the Option II Severance. At the Company's option, the Severance Payment shall be paid either (a) in equal monthly installments during the "Remaining Non-Compete Term", or (b) in one lump sum payable within 30 days following the termination date. The Company shall withhold all applicable income and employment taxes from the Severance Payment. In addition, for a period commencing on the termination date and ending on the first anniversary thereof, provided that Employee properly elects such coverage, the Company shall pay (the "COBRA Payment") the premiums necessary to provide Employee coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). Thereafter, Employee shall be solely responsible for the full amount of such COBRA premiums for the remainder of the COBRA continuation period. It is agreed that the Severance Payment and the COBRA Payment shall constitute all amounts owed by the Companies to Employee for the termination of his employment Without Cause or Employee's resignation with Good Reason, and that no other payments or benefits shall be owed by the Companies to Employee under any severance or benefit plan other than any benefits under a retirement plan that is qualified under Section 401(a) of the Internal Revenue Code in which Employee is fully vested. No Severance Payment or COBRA Payment shall be made by the Company unless Employee executes a waiver in a form satisfactory Executive to the Company releasing the Companies from any claims Employee may assert against the Companiesspecifying such change or reduction and Executive’s intention to terminate this Agreement for Good Reason.

Termination without Cause or Resignation with Good Reason. The Company may terminate In the event of any termination of Employee's employment hereunder "Without Cause", effective ten business days after written notice thereof from by the Company to Employee. Employee may resign from the Company with "Good Reason" effective ten business days after written notice thereof from Employee to the Company. If the Company terminates Employee Without without Cause or if resignation by Employee terminates his employment with Good Reason, (i) the Company shall owe continue to pay to Employee severance his base salary for the one-year period following the effective date of such termination or resignation, (ii) the "Severance Payment") in an amount equal Company shall reimburse Employee for any payments actually made by him for health insurance from the effective date of such termination or resignation to the greater early of the Option I Severance and the Option II Severance. At the Company's option, the Severance Payment shall be paid either (aA) in equal monthly installments during the "Remaining Non-Compete Term", or (b) in one lump sum payable within 30 days following the termination date. The Company shall withhold all applicable income and employment taxes from the Severance Payment. In addition, for a period commencing on the termination date and ending on the first anniversary thereof, provided of such termination or resignation and (B) the date on which he becomes employed with another entity in a monthly amount not to exceed the amount that Employee properly elects would be required to pay under COBRA if he were to elect to obtain health insurance under COBRA that is substantially equivalent to his then-current health insurance (with the understanding that, during such coverageperiod, Employee is free to purchase health insurance under COBRA, to the extent available, or otherwise, or not at all, but that he is entitled only to reimbursement for amounts actually paid by him for health insurance, within the limits stated above), (iii) the Company shall pay to Employee the pro-rated portion (based on the number of days in an annual performance period prior to the effective date of such termination or resignation) of any annual performance bonus to which Employee would otherwise have been entitled for the annual performance period during which such termination or resignation becomes effective, such payment to be made within fifteen business days of the date on which it can first be determined that such bonus has been earned, and (iv) the stock option granted to Employee on August 7, 2006, allowing for the purchase of 500,000 shares of common stock of the Company and all other stock options held by Employee shall immediately become fully vested and exercisable as of the effective date of such termination or resignation. In addition to the foregoing, if any such termination or resignation is effective after the completion of an annual performance period for which Employee has earned a performance bonus but before such bonus has been paid, the Company shall pay (the "COBRA Payment") the premiums necessary to provide Employee coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). Thereafter, Employee shall be solely responsible for the full amount of such COBRA premiums for the remainder of the COBRA continuation period. It is agreed that the Severance Payment and the COBRA Payment shall constitute all amounts owed by the Companies performance bonus to Employee for the termination of his employment Without Cause or Employee's resignation with Good Reason, as and that no other payments or benefits shall be owed by the Companies to Employee under any severance or benefit plan other than any benefits under a retirement plan that is qualified under Section 401(a) of the Internal Revenue Code in which Employee is fully vested. No Severance Payment or COBRA Payment shall be made by the Company unless Employee executes a waiver in a form satisfactory to the Company releasing the Companies from any claims Employee may assert against the Companieswhen such bonus would have been paid absent such termination.