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

Termination without Cause or Resignation with Good Reason. In the event the Executive’s employment with the Company is terminated during the Employment Term by the Company without Cause (as defined below), including a termination in connection with a sale of the Company, the Company shall pay the Executive any compensation, benefits (including accrued vacation) and expense reimbursement the Company owes to the Executive through the effective date of termination, including the payment of any Incentive Bonus pursuant to Section 3(b) that has been earned and not paid as of the effective date of the Executive’s termination (i.e., the effective date of termination occurs after December 31st of a given year and an Incentive Bonus pursuant to Section 3(b) has been earned for such year but has not been paid as of the effective date of the Executive’s termination) (collectively, the “Owed Obligations”). Additionally, and conditioned upon the Executive’s voluntary execution of a written release substantially to the form of Exhibit 5(a) (the “Release”) (to be drafted and provided by the Company within 10 days after termination of employment) within sixty (60) days of the Executive’s termination date that is not revoked before the expiration of such sixty (60) day period the Executive shall be entitled to receive continued payment of Base Salary (the “Severance Payments”) during the one (1) year following the Employment Term (“Severance Period”), subject to adjustment in accordance with Section 4(b)(i). If the Executive does not voluntarily execute the Release or the Release is deemed not to be effective within sixty (60) days of the date the Release is executed by the Executive, the Executive shall not be entitled to the Severance Payments.

Termination without Cause or Resignation with Good Reason. In the event the Executive’s employment with the Company is terminated during the Employment Term by the Company without Cause (as defined below), including a termination in connection with a sale of the Company, the Company shall pay the Executive any compensation, benefits (including accrued vacation) and expense reimbursement the Company owes to the Executive through the effective date of termination, including the payment of any Incentive Bonus pursuant to Section 3(b) that has been earned and not paid as of the effective date of the Executive’s termination (i.e., the effective date of termination occurs after December 31st of a given year and an Incentive Bonus pursuant to Section 3(b) has been earned for such year but has not been paid as of the effective date of the Executive’s termination) (collectively, the “Owed Obligations”). Additionally, and conditioned upon the Executive’s voluntary execution of a written release substantially to the form of Exhibit 5(a) (the “Release”) (to be drafted and provided by the Company within 10 days after termination of employment) within sixty (60) days of the Executive’s termination date that is not revoked before the expiration of such sixty (60) day period period, the Executive shall be entitled to receive continued payment of Base Salary payments in an aggregate cash amount equal to Seven Hundred Eighty-Seven Thousand Five Hundred Dollars (the “Severance Payments”) $787,500), payable in equal monthly installments during the one (1) year following the Employment Term (“Severance Period”)Term, subject plus the additional severance payments to adjustment in accordance with be made under Section 4(b)(i) if the Company extends the Non-Compete Period under Section 4(b)(i). If the Executive does not voluntarily execute the Release or the Release is deemed not to be effective within sixty (60) days of the date the Release is executed by the Executive, the Executive shall not be entitled to the Severance PaymentsSeverance.