Common use of Termination without Cause; Resignation for Good Reason or without Good Reason; Due to Type I Disability Clause in Contracts

Termination without Cause; Resignation for Good Reason or without Good Reason; Due to Type I Disability. (a) If (i) the Executive’s employment is terminated by the Company without Cause pursuant to Section 4.1(d) or due to Type I Disability pursuant to Section 4.1(b), or (ii) the Executive resigns from her employment for Good Reason pursuant to Section 4.1(e) (other than due to the occurrence of an event described in Section 1.2(m)(vii)), then in addition to the amounts set forth in Section 4.3, (A) the Company shall pay the Executive an amount equal to the sum of (x) two (2) times the Annual Base Salary as in effect immediately prior to the Date of Termination, payable in equal installments, in accordance with the Company’s payroll practices, during the two (2)-year period beginning on the first payroll date that follows the thirtieth (30th) day following the Date of Termination, and (y) two (2) times the greater of (I) the Annual Bonus earned by the Executive for the Fiscal Year immediately prior to Fiscal Year in which the Date of Termination occurs, and (II) a prorated amount of the Annual Bonus for the Fiscal Year in which the Date of Termination occurs that the Executive would have received to the extent she remained employed through the end of the Fiscal Year in which the Date of Termination occurred based on the Company’s actual attainment of the applicable Performance Targets (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date of Termination occurs), payable at the same time such Annual Bonus would have been paid had the Executive remained employed through the end of the Fiscal Year in which the Date of Termination occurs (but in no event earlier than January 1, or later than December 31 of the calendar year immediately following the calendar year in which Date of Termination occurs), (B) all unvested stock options held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the terms and conditions of the applicable option plan and option agreement(s), and (C) during the two (2)-year period beginning on the Date of Termination (such period, the “Continuation Period”), the Executive and her eligible dependents, if applicable, shall be entitled to continued participation in the Company’s medical, health, disability and similar welfare benefit plans in which she and her eligible dependents, if applicable, were participating on the Date of Termination at the Company’s sole expense; provided that if such continued participation is not permitted under such plans, the Company shall provide to the Executive and her eligible dependents, if applicable, substantially similar benefits during the Continuation Period; provided, further, that in order to receive such continued coverage, the Executive shall be required to pay to the Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage. The Company shall reimburse to the Executive monthly the Health Payment no later than the next payroll date of the Company that occurs after the date the premium for the month is paid by the Executive. In addition, on each date on which the monthly Health Payments are made, the Company shall pay to the Executive the Health Gross-Up Payment. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued health coverage following the termination date. The Health Payment paid to the Executive during the period of time during which the Executive would be entitled to continuation coverage under the Company’s group health plan under COBRA is intended to qualify for the exception from deferred compensation as a medical benefit provided in accordance with the requirements of Section 1.409A-1(b)(9)(v)(B) of the Department of Treasury Regulations. The Health Payment and the Health Gross-up Payment shall be reimbursed to the Executive in a manner that complies with the requirements of Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations.

Termination without Cause; Resignation for Good Reason or without Good Reason; Due to Type I Disability. (a) If (i) the Executive’s employment is terminated by the Company without Cause pursuant to Section 4.1(d) or due to Type I Disability pursuant to Section 4.1(b), or (ii) the Executive resigns from her his employment for Good Reason pursuant to Section 4.1(e) (other than due to the occurrence of an event described in Section 1.2(m)(vii)), then in addition to the amounts set forth in Section 4.3, (A) the Company shall pay the Executive an amount equal to the sum of (x) two (2) times the Annual Base Salary as in effect immediately prior to the Date of Termination, payable in equal installments, in accordance with the Company’s payroll practices, during the two (2)-year period beginning on the first payroll date that follows the thirtieth (30th) day following the Date of Termination, and (y) two (2) times the greater of (I) the Annual Bonus earned by the Executive for the Fiscal Year immediately prior to Fiscal Year in which the Date of Termination occurs, and (II) a prorated amount of the Annual Bonus for the Fiscal Year in which the Date of Termination occurs that the Executive would have received to the extent she he remained employed through the end of the Fiscal Year in which the Date of Termination occurred based on the Company’s actual attainment of the applicable Performance Targets (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date of Termination occurs), payable at the same time such Annual Bonus would have been paid had the Executive remained employed through the end of the Fiscal Year in which the Date of Termination occurs (but in no event earlier than January 1, or later than December 31 of the calendar year immediately following the calendar year in which Date of Termination occurs), (B) all unvested stock options held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the terms and conditions of the applicable option plan and option agreement(s), and (C) during the two (2)-year period beginning on the Date of Termination (such period, the “Continuation Period”), the Executive and her his eligible dependents, if applicable, shall be entitled to continued participation in the Company’s medical, health, disability and similar welfare benefit plans in which she he and her his eligible dependents, if applicable, were participating on the Date of Termination at the Company’s sole expense; provided that if such continued participation is not permitted under such plans, the Company shall provide to the Executive and her his eligible dependents, if applicable, substantially similar benefits during the Continuation Period; provided, further, that in order to receive such continued coverage, the Executive shall be required to pay to the Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage. The Company shall reimburse to the Executive monthly the Health Payment no later than the next payroll date of the Company that occurs after the date the premium for the month is paid by the Executive. In addition, on each date on which the monthly Health Payments are made, the Company shall pay to the Executive the Health Gross-Up Payment. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued health coverage following the termination date. The Health Payment paid to the Executive during the period of time during which the Executive would be entitled to continuation coverage under the Company’s group health plan under COBRA is intended to qualify for the exception from deferred compensation as a medical benefit provided in accordance with the requirements of Section 1.409A-1(b)(9)(v)(B) of the Department of Treasury Regulations. The Health Payment and the Health Gross-up Payment shall be reimbursed to the Executive in a manner that complies with the requirements of Section 1.409A-3(i)(1)(iv) of the Department of Treasury Regulations.

Termination without Cause; Resignation for Good Reason or without Good Reason; Due to Type I Disability. (a) If (i) the Executive’s employment is terminated by the Company without Cause pursuant to Section 4.1(d) or due to Type I Disability pursuant to Section 4.1(b), or (ii) the Executive resigns from her employment for Good Reason pursuant to Section 4.1(e) (other than due to the occurrence of an event described in Section 1.2(m)(vii)), then in addition to the amounts set forth in Section 4.3, (A) the Company shall pay the Executive an amount equal to the sum of (x) two (2) times the Annual Base Salary as in effect immediately prior to the Date of Termination, payable in equal installments, in accordance with the Company’s payroll practices, during the two (2)-year period beginning on the first payroll date that follows the thirtieth (30th) day following the Date of Termination, and (y) two (2) times the greater of (I) the Annual Bonus earned by the Executive for the Fiscal Year immediately prior to Fiscal Year in which the Date of Termination occurs, and (II) a prorated amount of the Annual Bonus for the Fiscal Year in which the Date of Termination occurs that the Executive would have received to the extent she remained employed through the end of the Fiscal Year in which the Date of Termination occurred based on the Company’s actual attainment of the applicable Performance Targets (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date of Termination occurs), payable at the same time such Annual Bonus would have been paid had the Executive remained employed through the end of the Fiscal Year in which the Date of Termination occurs (but in no event earlier than January 1, or later than December 31 of the calendar year immediately following the calendar year in which Date of Termination occurs), (B) all unvested stock options held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the terms and conditions of the applicable option plan and option agreement(s), and (C) during the two (2)-year period beginning on the Date of Termination (such period, the “Continuation Period”), the Executive and her eligible dependents, if applicable, shall be entitled to continued participation in the Company’s medical, health, disability and similar welfare benefit plans in which she and her eligible dependents, if applicable, were participating on the Date of Termination at the Company’s sole expense; provided that if such continued participation is not permitted under such plans, the Company shall provide to the Executive and her eligible dependents, if applicable, substantially similar benefits during the Continuation Period; provided, further, that in order to receive such continued coverage, the Executive shall be required to pay to the Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage. The Company shall reimburse to the Executive monthly the Health Payment no later than the next payroll date of the Company that occurs after the date the premium for the month is paid by the Executive. In addition, on each date on which the monthly Health Payments are made, the Company shall pay to the Executive the Health Gross-Up Payment. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued health coverage following the termination date. The Health Payment paid to the Executive during the period of time during which the Executive would be entitled to continuation coverage under the Company’s group health plan under COBRA is intended to qualify for the exception from deferred compensation as a medical benefit provided in accordance with the requirements of Section 1.409A-1(b)(9)(v)(B1.409A-l(b)(9)(v)(B) of the Department of Treasury Regulations. The Health Payment and the Health Gross-up Payment shall be reimbursed to the Executive in a manner that complies with the requirements of Section 1.409A-3(i)(1)(iv1.409A-3(i)(l)(iv) of the Department of Treasury Regulations.