Common use of TREATMENT OF COMPENSATION AND BENEFITS UPON TERMINATION BY EMPLOYER WITHOUT CAUSE OR BY EMPLOYEE FOR GOOD REASON Clause in Contracts

TREATMENT OF COMPENSATION AND BENEFITS UPON TERMINATION BY EMPLOYER WITHOUT CAUSE OR BY EMPLOYEE FOR GOOD REASON. Consultancy Agreement. In the event EMPLOYEE is terminated without Cause or by EMPLOYEE for GOOD REASON, EMPLOYEE and EMPLOYER shall immediately enter into an independent contractor/consultant agreement pursuant to which EMPLOYEE shall receive pay in an amount equal to twelve (12) months base salary only (hereinafter “Consultancy Pay”) in exchange for consulting services. The term of the consultancy will be for 12 months after the date of EMPLOYEE’s termination (“Consulting Period”). EMPLOYEE agrees to make himself or herself available to EMPLOYER for up to ten (10) hours per week, whether by telephone, e-mail, or in person, on an as-needed basis to consult with respect to matters that were within EMPLOYEE’s job description during the course of EMPLOYEE’s employment. EMPLOYEE agrees to respond promptly, reasonably and cooperatively to EMPLOYER’s requests for assistance. Barring special circumstances, the consulting hours shall not be cumulative; accordingly, hours not used within a given week will be waived by the EMPLOYER, but EMPLOYEE will receive his or her full pay under this paragraph. However, EMPLOYER reserves the right to require EMPLOYEE to provide more than ten (10) hours of service per week in the event that special circumstances arise in which EMPLOYEE’s unique assistance is required by EMPLOYER. (Examples of special circumstances include, but are not limited to assistance in litigation or responding to government inquiries). In order to protect EMPLOYER’s confidential and trade secret information from use or disclosure to a party other than the EMPLOYER, and to enable the Company to be able to obtain the benefits of EMPLOYEE’s consulting obligations hereunder, EMPLOYEE agrees that so long as he is accepting Consultancy Pay pursuant to this section, he (a) will not accept employment or consulting work in any capacity with any competitor of EMPLOYER; and (b) will continue to abide by the provisions of paragraphs 8, and 9, below. In the event that EMPLOYEE accepts subsequent employment or other consulting work within the Consulting Period, EMPLOYEE will be required to spend no more than five (5) hours per week consulting with EMPLOYER. EMPLOYEE understands that this is a material term of this Agreement.

TREATMENT OF COMPENSATION AND BENEFITS UPON TERMINATION BY EMPLOYER WITHOUT CAUSE OR BY EMPLOYEE FOR GOOD REASON. Consultancy Agreement. In the event EMPLOYEE is terminated without Cause or by EMPLOYEE for GOOD REASON, EMPLOYEE and EMPLOYER shall immediately enter into an independent contractor/consultant agreement pursuant to which EMPLOYEE shall receive pay in an amount equal to twelve (12) months base salary only (hereinafter “Consultancy Pay”) in exchange for consulting services. The term of the consultancy will be for 12 months after the date of EMPLOYEE’s ’S termination (“Consulting Period”). EMPLOYEE agrees to make himself or herself available to EMPLOYER for up to ten (10) hours per week, whether by telephone, e-mail, or in person, on an as-needed basis to consult with respect to matters that were within EMPLOYEE’s ’S job description during the course of EMPLOYEE’s ’S employment. EMPLOYEE agrees to respond promptly, reasonably and cooperatively to EMPLOYER’s ’S requests for assistance. Barring special circumstances, the consulting hours shall not be cumulative; accordingly, hours not used within a given week will be waived by the EMPLOYER, but EMPLOYEE will receive his or her full pay under this paragraph. However, EMPLOYER reserves the right to require EMPLOYEE to provide more than ten (10) hours of service per week in the event that special circumstances arise in which EMPLOYEE’s ’S unique assistance is required by EMPLOYER. (Examples of special circumstances include, but are not limited to assistance in litigation or responding to government inquiries). In order to protect EMPLOYER’s ’S confidential and trade secret information from use or disclosure to a party other than the EMPLOYER, and to enable the Company to be able to obtain the benefits of EMPLOYEE’s ’S consulting obligations hereunder, EMPLOYEE agrees that so long as he is accepting Consultancy Pay pursuant to this section, he (a) will not accept employment or consulting work in any capacity with any competitor of EMPLOYER; and (b) will continue to abide by the provisions of paragraphs 8, and 9, below. In the event that EMPLOYEE accepts subsequent employment or other consulting work within the Consulting Period, EMPLOYEE will be required to spend no more than five (5) hours per week consulting with EMPLOYER. EMPLOYEE understands that this is a material term of this Agreement.