Common use of Termination Without Cause; Resignation for Good Reason; Non-renewal of Agreement by COMPANY Clause in Contracts

Termination Without Cause; Resignation for Good Reason; Non-renewal of Agreement by COMPANY. Upon termination of EMPLOYEE’s employment by COMPANY without Cause pursuant to Section 4.1.4, or if EMPLOYEE terminates this Agreement at any time for Good Reason, or if Company does not renew the term of the Agreement as provided in Section 2 above, then COMPANY shall have no further obligation to EMPLOYEE under this Agreement except to distribute to EMPLOYEE: i. Any compensation then due EMPLOYEE in accordance with Section 3.1.1 , and reimbursable expenses owed by COMPANY to EMPLOYEE through the termination date, less applicable withholdings; and ii. Reimbursement of full COBRA premium for TWENTY-FOUR (24) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; iii. A pro-rated share of the Cash Incentive Bonus that would be due to EMPLOYEE if EMPLOYEE had remained employed with COMPANY through the last day of the fiscal year for which the cash incentive bonus is calculated, less applicable withholdings and/or any other applicable bonus or compensation program as approved by the Board of Directors; and iv. Severance compensation totaling TWENTY-FOUR- (24) months base pay, determined at EMPLOYEE’s then-current rate of base pay; however, EMPLOYEE may elect to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. “ 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. “ 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. “ 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. “ 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov’t Code “ 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution of this Agreement. During the first six (6) months after termination, EMPLOYEE’s severance compensation shall accrue, payable in one lump sum payment, less applicable withholdings, on the seventh month after termination, subject to the Internal Revenue Service guidance providing that the imposition of tax under Internal Revenue Code Section 409A does not apply to such payments.

Termination Without Cause; Resignation for Good Reason; Non-renewal of Agreement by COMPANY. Upon termination of EMPLOYEE’s employment by COMPANY without Cause pursuant to Section 4.1.44.1.5, or if EMPLOYEE terminates this Agreement at any time for Good Reason, or if Company COMPANY does not renew the term of the Agreement as provided in Section 2 above, then COMPANY Company shall have no further obligation to EMPLOYEE under this Agreement except to distribute to EMPLOYEE: i. (i) Any compensation then due EMPLOYEE in accordance with Section Sections 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE through the termination date, less applicable withholdings; and (ii. ) Reimbursement of full COBRA premium for TWENTY-FOUR (24) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; (iii. ) A pro-rated amount share of the Cash Incentive Bonus that would be due to EMPLOYEE if EMPLOYEE had remained employed with COMPANY through the last day of the fiscal year for which the cash incentive bonus is calculated, less applicable withholdings and/or any other applicable bonus or compensation program as approved by the Board of Directors; and (iv. ) Severance compensation totaling TWENTY-FOUR- FOUR (24) months base pay, determined at EMPLOYEE’s then-current rate of base pay; provided, however, that EMPLOYEE may elect to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. “ 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. “ 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. “ 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. “ 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov’t Code “ “12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution of this Agreement. During the first six (6) months after termination, EMPLOYEE’s severance compensation shall accrue, payable in one lump sum payment, less applicable withholdings, on the seventh month after termination, subject to the Internal Revenue Service guidance providing that the imposition of tax under Internal Revenue Code Section 409A does not apply to such paymentspayment.

Termination Without Cause; Resignation for Good Reason; Non-renewal of Agreement by COMPANY. Upon termination of EMPLOYEE’s 's employment by COMPANY without Cause pursuant to Section 4.1.4, or if EMPLOYEE terminates this Agreement at any time for Good Reason, or if Company does not renew the term of the Agreement as provided in Section 2 above, then COMPANY shall have no further obligation to EMPLOYEE under this Agreement except to distribute to EMPLOYEE: i. Any compensation then due EMPLOYEE in accordance with Section 3.1.1 , and reimbursable expenses owed by COMPANY to EMPLOYEE through the termination date, less applicable withholdings; and ii. Reimbursement of full COBRA premium for TWENTY-FOUR (24) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; iii. A pro-rated share of the Cash Incentive Bonus that would be due to EMPLOYEE if EMPLOYEE had remained employed with COMPANY through the last day of the fiscal year for which the cash incentive bonus is calculated, less applicable withholdings and/or any other applicable bonus or compensation program as approved by the Board of Directors; and iv. Severance compensation totaling TWENTY-FOUR- FOUR (24) months base pay, determined at EMPLOYEE’s 's then-current rate of base pay; however, EMPLOYEE may elect to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. “ "2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. “ " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. “ " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. “ " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov’t Gov't Code “ " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution of this Agreement. During the first six (6) months after termination, EMPLOYEE’s 's severance compensation shall accrue, payable in one lump sum payment, less applicable withholdings, on the seventh month after termination, subject to the Internal Revenue Service guidance providing that the imposition of tax under Internal Revenue Code Section 409A does not apply to such payments.