Common use of With Cause or Without Good Reason Clause in Contracts

With Cause or Without Good Reason. (i) If the Executive’s employment is terminated by the Company for Cause, or if the Executive terminates her employment hereunder without Good Reason, the Company shall pay to the Executive the Base Salary and accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination, plus all other amounts to which the Executive is entitled under any compensation plan or practice of the Company at the time of termination, less standard deductions and withholdings. Subject to Section 4.5.2(ii), the Company shall thereafter have no further obligations to the Executive under this Agreement, except as otherwise provided by law. (ii) In addition to the foregoing, if the Executive terminates her employment hereunder without Good Reason on or following January 1, 2014, then, subject to the Executive’s: (i) furnishing to the Company an executed waiver and release of claims in substantially the form attached hereto as Exhibit B (which form may be amended to comply with legal requirements arising after the Effective Date) (the “Release”) no later than forty-five (45) days following the Executive’s termination; and (ii) allowing the Release to become effective in accordance with its terms, the Executive shall be entitled to the following: (x) continuation of the Base Salary in effect at the time of termination (but determined prior to any reduction in the Base Salary that would give rise to the Executive’s right to voluntarily resign for Good Reason pursuant to Section 4.6.2), less standard deductions and withholdings, for a period of six (6) months following the date of termination, paid in equal monthly installments over such six (6) month period pursuant to the Company’s standard payroll practices (the “Cash Severance”); and (y) the vesting and/or exercisability of each of the Existing Options shall be automatically accelerated in full on the date of termination.

With Cause or Without Good Reason. (i) If the Executive’s employment is terminated by the Company for Cause, or if the Executive terminates her employment hereunder without Good Reason, the Company shall pay to the Executive the Base Salary and accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination, plus all other amounts to which the Executive is entitled under any compensation plan or practice of the Company at the time of termination, less standard deductions and withholdings. Subject to Section 4.5.2(ii), the Company shall thereafter have no further obligations to the Executive under this Agreement, except as otherwise provided by law. (ii) In addition to the foregoing, if the Executive terminates her employment hereunder without Good Reason on or following January 1, 2014the first anniversary of the Effective Date of the Agreement, then, subject to the Executive’s: (i) furnishing to the Company an executed waiver and release of claims in substantially the form attached hereto as Exhibit B (which form may be amended to comply with legal requirements arising after the Effective Date) (the “Release”) no later than forty-five (45) days following the Executive’s termination; and (ii) allowing the Release to become effective in accordance with its terms, the Executive shall be entitled to the following: One Hundred Twelve Thousand Five Hundred U.S. Dollars (x) continuation of the Base Salary in effect at the time of termination (but determined prior to any reduction in the Base Salary that would give rise to the Executive’s right to voluntarily resign for Good Reason pursuant to Section 4.6.2$112,500.00), less standard deductions and withholdings, for paid in equal installments over a period of six (6) months following the date of termination, paid in equal monthly installments over such six (6) month period pursuant to 45th day following the CompanyExecutive’s standard payroll practices (the “Cash Severance”); and (y) the vesting and/or exercisability of each of the Existing Options shall be automatically accelerated in full on the date of termination.

With Cause or Without Good Reason. (i) If the Executive’s employment service to the Company as its Chief Financial Officer or other senior financial officer is terminated by the Company for Causeprior to the Transition Date with Cause (as defined below), or if the Executive terminates resigns from her employment hereunder position as the Company’s Chief Financial Officer or other senior financial officer prior to the Transition Date without Good ReasonReason (as defined below), all of the Executive’s rights hereunder shall terminate and no further payments of any kind shall be made except for base salary earned and unpaid through the termination date; provided, however, that under such circumstances, the Company Executive’s options shall pay be exercisable in accordance with the Company’s Stock Option Plan, the Option Certificates (without giving effect to the first sentence of Section 2.1(v) hereof), and any other restrictions or provisions generally applicable to shares purchased by Company employees. As used herein, “Cause” shall mean (a) conviction of a felony, (b) willful or persistent failure of Executive to follow the Base Salary reasonable directions of the Board of Directors of the Company which are consistent with the Executive’s position and accrued applicable law after notice detailing the specific failure and unused vacation benefits earned through the date Executive’s failure to cure within 30 days, or (c) material breach by the Executive of termination at Sections 3 or 4 of this Agreement. As used herein, “Good Reason” shall mean (a) failure of the rate Company to continue the Executive in effect at the time position of terminationChief Financial Officer or other senior financial officer, plus all other amounts (b) a material diminution in the nature or scope of the Executive’s responsibilities, duties or authority, (c) a diminution in the Executive’s salary, (d) the Company’s provision of the notice described in Section 1 of its intent not to renew or extend this Agreement upon the expiration of any Term hereof; or (e) failure of the Company to continue to maintain a corporate office within 25 miles of Charlottesville, Virginia from which the Executive is entitled under any compensation plan or practice can work a minimum of the Company at the time of termination, less standard deductions and withholdings. Subject to Section 4.5.2(ii), the Company shall thereafter have no further obligations to the Executive under this Agreement, except as otherwise provided by law. (ii) In addition to the foregoing, if the Executive terminates her employment hereunder without Good Reason on or following January 1, 2014, then, subject to the Executive’s: (i) furnishing to the Company an executed waiver and release of claims in substantially the form attached hereto as Exhibit B (which form may be amended to comply with legal requirements arising after the Effective Date) (the “Release”) no later than fortyseventy-five percent (4575%) days following the Executive’s termination; and (ii) allowing the Release to become effective in accordance with its terms, the Executive shall be entitled to the following: (x) continuation of the Base Salary in effect at the time of termination (but determined prior to any reduction in the Base Salary that would give rise to the Executive’s right to voluntarily resign for Good Reason pursuant to Section 4.6.2), less standard deductions and withholdings, for a period of six (6) months following the date of termination, paid in equal monthly installments over such six (6) month period pursuant to the Company’s standard payroll practices (the “Cash Severance”); and (y) the vesting and/or exercisability of each of the Existing Options shall be automatically accelerated in full on the date of terminationher time.