Common use of Without Cause; For Good Reason Clause in Contracts

Without Cause; For Good Reason. (i) If, during the Term, Employer shall terminate this Agreement and Employee's employment hereunder without Cause and other than as a result of Employee's death or Disability or Employee shall terminate this Agreement and Employee's employment hereunder for Good Reason, Employer's sole obligation to Employee under this Agreement or otherwise shall be to: (a) pay to Employee the Accrued Obligations, which Accrued Obligations shall be paid or provided in the manner described in Section 4.02(A) above, and (b) subject to Employee's execution, delivery and non-revocation of a general release in a form satisfactory to Employer (the "Release") (which Release, among other things, will include a general release of Employer, its affiliates and subsidiaries and their respective officers, directors, managers, members, shareholders, partners, employees and agents from all liability ), continue to pay to Employee Employee's Base Salary for a period equal to twelve (12) months following the date of termination. (ii) Notwithstanding the provisions of Section 4.02(D)(i) above, in the event that Employer shall terminate this Agreement and Employee's employment hereunder without Cause and other than as a result of Employee's death or Disability within twelve (12) months following a Change in Control (as defined below) or Employee shall terminate this Agreement and Employee's employment hereunder for Good Reason within twelve (12) months following a Change in Control, then, in lieu of the amounts to be paid by Employer pursuant to Section 4.02(D)(i) above, Employer shall have no further obligations under this Agreement or otherwise to Employee other than the obligation to (a) pay to Employee the Accrued Obligations, which Accrued Obligations shall be paid or provided in the manner described in Section 4.02(A) above, and (b) subject to Employee's execution, delivery and non-revocation of the Release, continue to pay to Employee Employee's Base Salary for a period equal to eighteen (18) months following the date of termination. The Base Salary continuation payments contemplated by this Section 4.02(D) shall commence to be paid on the next regular paydate following the 8th day after Employee's execution and delivery of the Release; provided, however, if necessary to comply with the restriction in Section 409(A)(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the "Code") concerning payments to "specified employees," the salary continuation payments shall commence on the first regular paydate in the seventh (7th) month following the date of Employee's termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction.

Without Cause; For Good Reason. (i) If, during the Term, Employer shall terminate terminates this Agreement and EmployeeExecutive's employment hereunder without Cause and other than as a result of Employee's death or Disability or Employee shall terminate Executive terminates this Agreement and EmployeeExecutive's employment hereunder for Good Reason, then (a) Employer's sole obligation to Employee Executive under this Agreement or otherwise shall be to: (a1) pay and/or provide, as applicable, to Employee Executive the Accrued Obligations, which Accrued Obligations shall be paid or provided in the manner described in Section 4.02(A) above; (2) if Executive timely elects COBRA coverage and provided that Executive continues to make contributions to such continuation coverage equal to Executive's employee contribution in effect immediately preceding the date of termination, and (b) subject to EmployeeEmployer shall waive the remaining portion of Executive's execution, delivery and non-revocation of a general release in a form satisfactory to Employer (the "Release") (which Release, among other things, will include a general release of Employer, its affiliates and subsidiaries and their respective officers, directors, managers, members, shareholders, partners, employees and agents from all liability ), continue to pay to Employee Employee's Base Salary healthcare continuation payments under COBRA for a period equal to of twelve (12) months following Executive's termination (unless Executive sooner becomes eligible to obtain alternate healthcare coverage from a new employer, in which case Employer's obligation to waive the remaining portion of Executive's healthcare continuation payments under COBRA shall cease); and (3) continue to pay to Executive his Base Salary (at the rate in effect on the date of termination) for a period equal to the greater of (y) twelve (12) months, or (z) through the end of the then-current Term, and (b) all options granted shall be deemed fully vested as of the date of termination and shall remain exercisable by Executive until such date(s) provided in the option grants. (ii) Notwithstanding the provisions of Section 4.02(D)(i4.02(E)(i) above, in the event that Employer shall terminate this Agreement and Employee's employment hereunder without Cause and other than as a result of Employee's death or Disability that, within twelve the period commencing three (123) months following prior to the consummation of a Change in Control (as defined below) or Employee shall terminate and ending on the twenty-four (24) month anniversary of the consummation a Change in Control, Employer terminates this Agreement and EmployeeExecutive's employment hereunder without Cause or Executive terminates this Agreement and Executive's employment hereunder for Good Reason within twelve (12) months following a Change in ControlReason, then, in lieu of the amounts to be paid and benefits to be provided by Employer pursuant to Section 4.02(D)(i4.02(E)(i) aboveabove and subject to Section 6.07 below, Employer shall have no further obligations (a) Employer's sole obligation to Executive under this Agreement or otherwise to Employee other than the obligation to shall be to: (a1) pay and/or provide, as applicable, to Employee Executive the Accrued Obligations, which Accrued Obligations shall be paid or provided in the manner described in Section 4.02(A4.02 (A) above; (2) if Executive timely elects COBRA coverage and provided that Executive continues to make contributions to such continuation coverage equal to Executive's employee contribution in effect immediately preceding the date of termination, and (b) subject to EmployeeEmployer shall waive the remaining portion of Executive's execution, delivery and non-revocation of the Release, continue to pay to Employee Employee's Base Salary healthcare continuation payments under COBRA for a period equal to of eighteen (18) months following Executive's termination (unless Executive sooner becomes eligible to obtain alternate healthcare coverage from a new employer, in which case Employer's obligation to waive the remaining portion of Executive's healthcare continuation payments under COBRA shall cease); and (3) continue to pay to Executive his Base Salary (at the rate in effect on the date of termination. The Base Salary continuation payments contemplated by this Section 4.02(D) for a period equal to thirty (36) months, and (b) all options granted shall commence to be paid on the next regular paydate following the 8th day after Employee's execution and delivery deemed fully vested as of the Release; provided, however, if necessary to comply with the restriction in Section 409(A)(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the "Code") concerning payments to "specified employees," the salary continuation payments shall commence on the first regular paydate in the seventh (7th) month following the date of Employee's termination and shall remain exercisable by Executive until such date(s) provided in the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restrictionoption grants.

Without Cause; For Good Reason. (i) If, during the Term, Employer shall terminate this Agreement and Employee's employment hereunder without Cause and other than as a result of Employee's death or Disability or Employee shall terminate this Agreement and Employee's employment hereunder for Good Reason, Employer's sole obligation to Employee under this Agreement or otherwise shall be to: (ai) pay to Employee the Accrued Obligations, which Accrued Obligations shall be paid or provided in the manner and at the time described in Section 4.02(A) above, and (bii) subject to both (a) Transition Services and (b) Employee's execution, delivery and non-revocation of a general release release, in a form satisfactory utilized by the Employer with respect to other executive officers of Employer, within 60 days following Employee's last day of employment with Employer, but which does not release, alter or adversely affect any of Employee's then-existing rights to indemnification from Employer or Employee's rights to payments under this Article IV (the "ReleaseRELEASE") (which Release, among other things, will be provided by Employer to Employee within 5 days of Employee's last day of employment with Employer and will include a general release of Employer, its affiliates and subsidiaries and their respective officers, directors, managers, members, shareholders, partners, employees and agents from all liability liability, in such form determined by Employer in its sole discretion), continue to both (1) pay to Employee Employee's Base Salary for a period equal to twelve (12) months the Severance Benefit on the 5th day following the date of termination. (ii) Notwithstanding the provisions of Section 4.02(D)(i) above, in the event that Employer shall terminate this Agreement and Employee's employment hereunder without Cause and other than as a result of Employee's death or Disability within twelve (12) months following a Change in Control (as defined below) or Employee shall terminate this Agreement and Employee's employment hereunder for Good Reason within twelve (12) months following a Change in Control, then, in lieu of the amounts to be paid by Employer pursuant to Section 4.02(D)(i) above, Employer shall have no further obligations under this Agreement or otherwise to Employee other than the obligation to (a) pay to Employee the Accrued Obligations, which Accrued Obligations shall be paid or provided in the manner described in Section 4.02(A) above, and (b) subject to Employee's execution, delivery and non-revocation effectiveness of the Release, continue and (2) cause each of the New Awards and Prior Options to pay be deemed fully vested and the awards that are options be deemed fully exercisable. The Transition Services, as discussed above, means the Employee remaining reasonably available to Employee the chief executive officer and chief financial officer of Employer, by telephone and electronic mail, to answer questions that relate to the transition of Employee's Base Salary duties to his successor, for a period equal of 12 months, it being understood that the Employee shall not be required to eighteen (18) months following the date of termination. The Base Salary continuation payments contemplated by this Section 4.02(D) shall commence to be paid on the next regular paydate following the 8th day after Employee's execution and delivery of the Release; provided, however, if necessary to comply with the restriction in Section 409(A)(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the "Code") concerning payments to "specified employees," the salary continuation payments shall commence on the first regular paydate in the seventh (7th) month following the date of Employee's termination and the first such payment shall include the cumulative provide any material amount of any payments that would have been paid prior to time in providing such date if not for such restrictionservices.

Without Cause; For Good Reason. (i) If, during the Term, Employer shall terminate this Agreement and Employee's employment hereunder without Cause and other than as a result of Employee's death or Disability or Employee shall terminate this Agreement and Employee's employment hereunder for Good Reason, Employer's sole obligation to Employee under this Agreement or otherwise shall be to: (a) pay to Employee the Accrued Obligations, which Accrued Obligations shall be paid or provided in the manner described in Section 4.02(A) above, and (b) subject to Employee's execution, delivery and non-revocation of a general release in a form satisfactory to Employer (the "ReleaseRELEASE") (which Release, among other things, will include a general release of Employer, its affiliates and subsidiaries and their respective officers, directors, managers, members, shareholders, partners, employees and agents from all liability ), continue to pay to Employee Employee's Base Salary for a period equal to twelve (12) months following the date of termination. (ii) Notwithstanding the provisions of Section 4.02(D)(i) above, in the event that Employer shall terminate this Agreement and Employee's employment hereunder without Cause and other than as a result of Employee's death or Disability within twelve (12) months following a Change in Control (as defined below) or Employee shall terminate this Agreement and Employee's employment hereunder for Good Reason within twelve (12) months following a Change in Control, then, in lieu of the amounts to be paid by Employer pursuant to Section 4.02(D)(i) above, Employer shall have no further obligations under this Agreement or otherwise to Employee other than the obligation to (a) pay to Employee the Accrued Obligations, which Accrued Obligations shall be paid or provided in the manner described in Section 4.02(A) above, and (b) subject to Employee's execution, delivery and non-revocation of the Release, continue to pay to Employee Employee's Base Salary for a period equal to eighteen (18) months following the date of termination. The Base Salary continuation payments contemplated by this Section 4.02(D) shall commence to be paid on the next regular paydate following the 8th day after Employee's execution and delivery of the Release; provided, however, if necessary to comply with the restriction in Section 409(A)(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the "CodeCODE") concerning payments to "specified employees," the salary continuation payments shall commence on the first regular paydate in the seventh (7th) month following the date of Employee's termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction.

Without Cause; For Good Reason. If the Employee’s employment shall be terminated by the Company without “Cause” pursuant to Section 3(e) or by the Employee for “Good Reason” pursuant to Section 3(d), the Company shall pay the Employee the following compensation: (i) IfThe Company shall pay the Employee within ten (10) business days of the Date of Termination the applicable portion of his Base Salary due through the applicable Date of Termination at the rate in effect at the time Notice of Termination is given; (ii) The Company shall pay the Employee, as severance pay and as express consideration, for, and contingent upon, Employee complying with his obligations under Section 6 hereof, his Base Salary in effect at the time Notice of Termination is given for a period of twelve (12) months (the “Severance Period”) following the applicable Date of Termination; (iii) The Company shall pay you, as severance pay and as express consideration for, and contingent upon, Employee complying with his obligations under Section 6 hereof, the average annual Bonus earned by you during the Termtwo years prior to the year of the termination of your employment; provided, Employer that, if your employment is terminated within two years of the Commencement Date, the Company shall terminate this Agreement pay you an amount equal to the annual target amount of the annual Bonus; such amount to be paid in substantially equal installments at the time of payment of the Base Salary being paid to you pursuant to the Company’s normal payroll practices for its senior executives; (iv) During the Severance Period the Company shall reimburse the Employee for any COBRA payments the Employee may be required to make in order to maintain the medical and Employee's employment hereunder without Cause dental benefits he received as an employee of the Company until the earlier of the end of the Severance Period or the date you become eligible to receive coverage under the medical and other dental benefit plans or programs of a subsequent employer. Other than as a result of Employee's death or Disability or Employee such payments and subject to the conditions thereto provided above, the Company shall terminate this Agreement and Employee's employment hereunder for Good Reason, Employer's sole have no further obligation to the Employee under this Agreement provided, however, that the foregoing shall have no effect upon any benefits due the Employee under any disability or otherwise medical plan or other employee benefit plan or arrangement of the Company then in effect and provided further that any stock option or restricted stock held by the Employee shall be to: treated in accordance with the applicable stock option agreement or restricted stock agreement. The payment of any amounts pursuant to clauses (aii), (iii) pay to Employee the Accrued Obligations, which Accrued Obligations shall be paid or provided in the manner described in Section 4.02(A) above, and (biv) subject of this Section 4(e) is further expressly conditioned upon the delivery by you to Employee's executionthe Company, delivery within thirty (30) days after the Date of Termination (and non-the revocation period for the release lapsing without revocation within such thirty (30) day period), of a general release in a form and substance reasonably satisfactory to Employer (the "Release") (which ReleaseCompany of any and all claims you may have against the Company and its directors, among other things, will include a general release of Employer, its affiliates and subsidiaries and their respective officers, directorsemployees, managerssubsidiaries, membersaffiliates, shareholdersstockholders, partnerssuccessors, employees assigns, agents and agents from all liability )representatives. The payments to you subject to receipt of the release shall be made to you at the later of (A) such times as specified in the applicable provisions of this Section 4, continue to pay to Employee Employee's Base Salary (B) after the end of the revocation period for the release has lapsed without revocation, and (C) if the thirtieth (30th) calendar day following the Date of Termination is in a period equal to twelve (12) months following different calendar year than the date of termination. (ii) Notwithstanding the provisions of Section 4.02(D)(i) above, in the event that Employer shall terminate this Agreement and Employee's employment hereunder without Cause and other than as a result of Employee's death or Disability within twelve (12) months following a Change in Control (as defined below) or Employee shall terminate this Agreement and Employee's employment hereunder for Good Reason within twelve (12) months following a Change in Control, then, in lieu of the amounts to be paid by Employer pursuant to Section 4.02(D)(i) above, Employer shall have no further obligations under this Agreement or otherwise to Employee other than the obligation to (a) pay to Employee the Accrued Obligations, which Accrued Obligations shall be paid or provided in the manner described in Section 4.02(A) above, and (b) subject to Employee's execution, delivery and non-revocation of the Release, continue to pay to Employee Employee's Base Salary for a period equal to eighteen (18) months following the date of termination. The Base Salary continuation payments contemplated by this Section 4.02(D) shall commence to be paid then on the next regular paydate following the 8th day after Employee's execution and delivery of the Release; provided, however, if necessary to comply with the restriction in Section 409(A)(a)(2)(Bthirtieth (30th) of the Internal Revenue Code of 1986, as amended (the "Code") concerning payments to "specified employees," the salary continuation payments shall commence on the first regular paydate in the seventh (7th) month following the date of Employee's termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restrictioncalendar day.

Without Cause; For Good Reason. (i) If, during the Term, Employer shall terminate this Agreement and Employee's employment hereunder without Cause and other than as a result of Employee's death or Disability or Employee shall terminate this Agreement and Employee's employment hereunder for Good Reason, Employer's sole obligation to Employee under this Agreement or otherwise shall be to: (a) pay to Employee the Accrued Obligations, which Accrued Obligations shall be paid or provided in the manner described in Section 4.02(A) above, and (b) subject to Employee's execution, delivery and non-revocation of a general release in a form satisfactory to Employer (the "ReleaseRELEASE") (which Release, among other things, will include a general release of Employer, its affiliates and subsidiaries and their respective officers, directors, managers, members, shareholders, partners, employees and agents from all liability liability), continue to pay to Employee Employee's Base Salary for a period equal to twelve (12) months following the date of termination. (ii) Notwithstanding the provisions of Section 4.02(D)(i) above, in the event that Employer shall terminate this Agreement and Employee's employment hereunder without Cause and other than as a result of Employee's death or Disability within twelve (12) months following a Change in Control (as defined below) or Employee shall terminate this Agreement and Employee's employment hereunder for Good Reason within twelve (12) months following a Change in Control, then, in lieu of the amounts to be paid by Employer pursuant to Section 4.02(D)(i) above, Employer shall have no further obligations under this Agreement or otherwise to Employee other than the obligation to (a) pay to Employee the Accrued Obligations, which Accrued Obligations shall be paid or provided in the manner described in Section 4.02(A) above, and (b) subject to Employee's execution, delivery and non-revocation of the Release, continue to pay to Employee Employee's Base Salary for a period equal to eighteen (18) months following the date of termination. The Base Salary continuation payments contemplated by this Section 4.02(D) shall commence to be paid on the next regular paydate following the 8th day after Employee's execution and delivery of the Release; provided, however, if necessary to comply with the restriction in Section 409(A)(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the "CodeCODE") concerning payments to "specified employees," the salary continuation payments shall commence on the first regular paydate in the seventh (7th) month following the date of Employee's termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction.

Without Cause; For Good Reason. The Employer may terminate the Employee’s employment hereunder during the Employment Period without Cause, and the Employee may terminate his employment hereunder during the Employment Period for Good Reason. For purposes of this Agreement, the term “Good Reason” shall mean the occurrence of any of the following events, without the Employee’s prior written consent: (i) Ifany materially adverse change to the Employee’s then responsibilities, during duties, authority or status or any adverse change in the TermEmployee’s then positions, titles or reporting responsibilities (other than any such adverse change arising in connection with a paid leave of absence due to Disability); provided, that, it shall be deemed to be a material adverse change if the Employer is acquired by another entity and the Employee is not Chief Executive Officer of the resulting most senior company (other than those that merely hold stock); and provided, further that the Employer ceasing to be or becoming a publicly traded company shall terminate not be deemed a material adverse change; or (ii) a material breach by the Employer of this Agreement and or any other material agreement with the Employee relating to the Employee's ’s compensation; provided, that, within sixty (60) days following the occurrence of any of the events set forth therein, the Employee has delivered written notice to the Employer of the Employee’s intention to terminate the Employee’s employment hereunder without Cause and other than as a result of Employee's death or Disability or Employee shall terminate this Agreement and Employee's employment hereunder for Good Reason, Employer's sole obligation and the Employer shall not have cured such circumstances (if susceptible to Employee under this Agreement or otherwise shall be to: cure) within thirty (a30) pay to Employee the Accrued Obligations, which Accrued Obligations shall be paid or provided in the manner described in Section 4.02(A) above, and days following receipt of such notice (b) subject to Employee's execution, delivery and non-revocation of a general release in a form satisfactory to Employer (the "Release") (which Release, among other things, will include a general release of Employer, its affiliates and subsidiaries and their respective officers, directors, managers, members, shareholders, partners, employees and agents from all liability ), continue to pay to Employee Employee's Base Salary for a period equal to twelve (12) months following the date of termination. (ii) Notwithstanding the provisions of Section 4.02(D)(i) aboveor, in the event that such grounds cannot be corrected within such thirty (30) day period, the Employer shall terminate this Agreement and Employee's employment hereunder without Cause and other than has not taken all reasonable steps within such thirty (30) day period to correct such grounds as a result of Employee's death or Disability within twelve (12) months following a Change in Control (promptly as defined below) or Employee shall terminate this Agreement and Employee's employment hereunder for Good Reason within twelve (12) months following a Change in Control, then, in lieu of the amounts to be paid by Employer pursuant to Section 4.02(D)(i) above, Employer shall have no further obligations under this Agreement or otherwise to Employee other than the obligation to (a) pay to Employee the Accrued Obligations, which Accrued Obligations shall be paid or provided in the manner described in Section 4.02(A) above, and (b) subject to Employee's execution, delivery and non-revocation of the Release, continue to pay to Employee Employee's Base Salary for a period equal to eighteen (18) months following the date of termination. The Base Salary continuation payments contemplated by this Section 4.02(D) shall commence to be paid on the next regular paydate following the 8th day after Employee's execution and delivery of the Release; provided, however, if necessary to comply with the restriction in Section 409(A)(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the "Code") concerning payments to "specified employees," the salary continuation payments shall commence on the first regular paydate in the seventh (7th) month following the date of Employee's termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restrictionpracticable thereafter).

Without Cause; For Good Reason. (i) If, during the Term, Employer shall terminate this Agreement and Employee's employment hereunder without Cause and other than as a result of Employee's death or Disability or Employee shall terminate this Agreement and Employee's employment hereunder for Good Reason, Employer's sole obligation to Employee under this Agreement or otherwise shall be to: (a) pay to Employee the Accrued Obligations, which Accrued Obligations shall be paid or provided in the manner described in Section 4.02(A) above, and (b) subject to Employee's execution, delivery and non-revocation of a general release in a form satisfactory to Employer (the "Release") (which Release, among other things, will include a general release of Employer, its affiliates and subsidiaries and their respective officers, directors, managers, members, shareholders, partners, employees and agents from all liability liability), continue to pay to Employee Employee's Base Salary for a period equal to twelve (12) months following the date of termination. (ii) Notwithstanding the provisions of Section 4.02(D)(i) above, in the event that Employer shall terminate this Agreement and Employee's employment hereunder without Cause and other than as a result of Employee's death or Disability within twelve (12) months following a Change in Control (as defined below) or Employee shall terminate this Agreement and Employee's employment hereunder for Good Reason within twelve (12) months following a Change in Control, then, in lieu of the amounts to be paid by Employer pursuant to Section 4.02(D)(i) above, Employer shall have no further obligations under this Agreement or otherwise to Employee other than the obligation to (a) pay to Employee the Accrued Obligations, which Accrued Obligations shall be paid or provided in the manner described in Section 4.02(A) above, and (b) subject to Employee's execution, delivery and non-revocation of the Release, continue to pay to Employee Employee's Base Salary for a period equal to eighteen (18) months following the date of termination. The Base Salary continuation payments contemplated by this Section 4.02(D) shall commence to be paid on the next regular paydate following the 8th day after Employee's execution and delivery of the Release; provided, however, if necessary to comply with the restriction in Section 409(A)(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the "Code") ), concerning payments to "specified employees," the salary continuation payments shall commence on the first regular paydate in the seventh (7th) month following the date of Employee's termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction.

Without Cause; For Good Reason. (iSubject to Section 6(e) Ifbelow, Employee shall be entitled to the Accrued Amounts and the certain severance consideration described below, payable at the times and in the form set forth in Section 6(d) below, if Employee’s employment with the Company is terminated during the Term, Employer shall terminate this Agreement and Employee's employment hereunder Employment Period (x) by the Company without Cause and other than as pursuant to Section 5(b), or (y) by Employee for Good Reason pursuant to Section 5(c), in which case the Company shall provide Employee with a result severance payment in an amount equal to the sum of (A) eighteen (18) months of Employee's death or Disability or Employee shall terminate this Agreement ’s Base Salary as in effect immediately prior to the Termination Date and (B) a pro rata portion of Employee's employment hereunder ’s target Annual Bonus for Good Reasonthe year in which the Termination Date occurred prorated for the period of days beginning on January 1 and ending on the Termination Date (the “Severance Payment”). In addition, Employer's sole obligation subject to Employee Section 6(e) below and subject to (A) Employee’s timely and proper election of group health plan continuation coverage under this Agreement or otherwise shall be to: the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (a) pay to Employee the Accrued Obligations“COBRA”), which Accrued Obligations shall be paid or provided in the manner described in Section 4.02(A) aboveand continued eligibility for such coverage under COBRA, and (bB) subject Employee’s continued copayment of premiums at the same level and cost to Employee's executionEmployee as if Employee were an employee of the Company (excluding, delivery and nonfor purposes of calculating cost, an employee’s ability to pay premiums with pre-revocation of a general release in a form satisfactory to Employer (the "Release") (which Release, among other things, will include a general release of Employer, its affiliates and subsidiaries and their respective officers, directors, managers, members, shareholders, partners, employees and agents from all liability tax dollars), continue to pay to the Company shall provide Employee Employee's Base Salary for with a period monthly cash payment equal to twelve one-hundred percent (12100%) months following of the date excess of termination. (ii) Notwithstanding the provisions of Section 4.02(D)(i) above, in the event that Employer shall terminate this Agreement applicable COBRA participation premiums for Employee and Employee's employment hereunder without Cause ’s spouse and other than as a result of Employee's death or Disability within twelve (12) months following a Change in Control (as defined below) or Employee shall terminate this Agreement and Employee's employment hereunder for Good Reason within twelve (12) months following a Change in Controleligible dependents, thenif any, in lieu of over the amounts to be paid by Employer pursuant to Section 4.02(D)(i) above, Employer shall have no further obligations under this Agreement or otherwise to Employee other than the obligation to (a) pay to Employee the Accrued Obligations, which Accrued Obligations shall be paid or provided in the manner amount described in Section 4.02(Aclause (B) above, and (b) subject to Employee's execution, delivery and non-revocation until the earlier of the Release, continue to pay to Employee Employee's Base Salary for a period equal to eighteen (18) months following the Termination Date, (ii) the date of termination. The Base Salary continuation payments contemplated on which Employee becomes employed by this Section 4.02(Da third party and becomes eligible to participate in such third party’s group health plan, or (iii) shall commence the maximum period allowed by COBRA for Employee to be paid on the next regular paydate following the 8th day after Employee's execution and delivery of the Release; provided, however, if necessary to comply with the restriction in Section 409(A)(a)(2)(B) of the Internal Revenue Code of 1986, as amended continue such coverage under Company’s plans (the "Code") concerning payments to "specified employees," the salary continuation payments shall commence on the first regular paydate in the seventh (7th) month following the date of Employee's termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction“COBRA Benefits”).

Without Cause; For Good Reason. Death or Disability, or Post CFO Appointment Termination (as defined below). Subject to Section 4(d) hereof, if the Employee incurs a “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Code, and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) during the Employment Period (such date, the “Date of Termination”) by reason of (1) a termination of the Employee’s employment by the Company without Cause; (2) a termination of the Employee’s employment by the Employee for Good Reason; (3) a termination of the Employee’s employment by reason of the Employee’s death or Disability; or (4) a termination of the Employee’s employment by the Company without Cause within six (6) months of the commencement of employment of a permanent Chief Financial Officer (a “Post CFO Appointment Termination”) (each of (1), (2), (3) and (4), a “Qualifying Termination”): (i) IfThe Employee (or the Employee’s estate or beneficiaries, during the Term, Employer shall terminate this Agreement and Employee's employment hereunder without Cause and other than as a result of Employee's death or Disability or Employee shall terminate this Agreement and Employee's employment hereunder for Good Reason, Employer's sole obligation to Employee under this Agreement or otherwise if applicable) shall be to: paid, in a single lump-sum payment on the date of the Employee’s termination of employment, the aggregate amount of the Employee’s earned but unpaid Base Salary and accrued but unpaid vacation pay (aif any) pay to Employee through the date of such termination (the “Accrued Obligations”), which Accrued Obligations shall be paid or provided in each case, to the manner described in Section 4.02(Aextent not previously paid. (ii) aboveIn addition, and (b) subject to Section 4(d) hereof and the Employee's execution’s (or the Employee’s estate’s or beneficiaries’, delivery if applicable) timely execution and non-revocation of a general release Release (as described below), the Employee (or the Employee’s estate or beneficiaries, if applicable) shall be paid: (A) an amount equal to six (6) months’ of the Base Salary in effect on the Date of Termination (or, solely in the case of a Post CFO Appointment Termination, an amount equal to nine (9) months’ of the Base Salary in effect on the Date of Termination), payable in a form satisfactory single lump-sum payment on the sixtieth (60th) day following the Date of Termination; and (B) as applicable, any unpaid Annual Bonus to Employer which the Employee would have become entitled for any fiscal year of the Company that ends on or before the Date of Termination had the Employee remained employed through the payment date, payable in a single lump-sum payment on the date on which annual bonuses are paid to the Company’s senior employees generally for such calendar year, but in no event later than March 15th of the calendar year immediately following the calendar year in which the Date of Termination occurs, with the actual date within such period determined by the Company in its sole discretion; and (C) solely in the case of a Post CFO Appointment Termination, fifty percent (50%) of the Employee’s pro-rated Target Bonus with respect to the fiscal year in which the Date of Termination occurs (i.e., pro-rated from the Effective Date to the Date of Termination), payable in a single lump-sum payment on the sixtieth (60th) day following the Date of Termination (it being understood that such amount may be less than the Employee’s pro-rated Target Bonus as a result of Company underperformance of the applicable performance criteria in such calendar year); and (D) solely in the case of a Post CFO Appointment Termination, (i) certain outstanding compensatory equity awards (excluding the 2015 RSUs and the Stock Option contemplated by Section 2(b)(iii) hereof (collectively, the “2015 Equity Awards”)) (the "Release"“Equity Awards”) that have not yet vested shall conditionally vest and, as applicable, become exercisable on the Date of Termination with respect to such number of shares underlying each such Equity Award that would have vested over the six (which Release, among other things, will include a general release of Employer, its affiliates and subsidiaries and their respective officers, directors, managers, members, shareholders, partners, employees and agents from all liability ), continue to pay to Employee Employee's Base Salary for a 6) month period equal to twelve (12) months immediately following the date Date of termination.Termination, had each such Equity Award continued to vest in accordance with its terms; and (ii) Notwithstanding with respect to the provisions 2015 Equity Awards that have not yet vested, such awards shall conditionally vest and, as applicable, become exercisable on the Date of Section 4.02(D)(iTermination in an amount equal to twenty-five percent (25%) above, in of such remaining unvested award. For the event avoidance of doubt: (A) to the extent that Employer shall terminate any provision of this Agreement is inconsistent with the terms and Employee's employment hereunder without Cause conditions of any equity award agreement between the Employee and other than as a result of Employee's death the Company, this Agreement shall constitute an amendment thereto, and (B) in no event shall any Equity Award or Disability within twelve (12) months following a Change in Control 2015 Equity Award expire during any applicable Release (as defined below) or Employee consideration and revocation periods, rather, such awards shall terminate this Agreement remain outstanding and eligible to vest upon the Employee's employment hereunder for Good Reason within twelve (12) months following a Change in Control, then, in lieu of the amounts to be paid by Employer pursuant to Section 4.02(D)(i) above, Employer shall have no further obligations under this Agreement or otherwise to Employee other than the obligation to (a) pay to Employee the Accrued Obligations, which Accrued Obligations shall be paid or provided in the manner described in Section 4.02(A) above, and (b) subject to Employee's execution, delivery ’s execution and non-revocation of the ReleaseRelease and, continue to pay the extent that such awards would have vested prior to Employee Employee's Base Salary for a period equal to eighteen (18) months following the date of termination. The Base Salary continuation payments contemplated by this Section 4.02(D) shall commence to be paid on the next regular paydate following the 8th day after Employee's execution and delivery effectiveness of the Release; , such awards shall instead vest upon the effectiveness of the Release. (iii) In addition, subject to Section 4(d) hereof and conditioned upon the Employee’s timely execution and non-revocation of a Release, during the period commencing on the Date of Termination and ending on the six (6)-month anniversary of the Date of Termination (or, solely in the case of a Post CFO Appointment Termination, during the period commencing on the Date of Termination and ending on the nine (9)-month anniversary of the Date of Termination) or, if earlier, the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company) (in any case, the “COBRA Period”), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the Date of Termination, provided, however, that (A) if necessary any plan pursuant to comply with which such benefits are provided is not, or ceases prior to the restriction in Section 409(A)(a)(2)(B) expiration of the Internal Revenue period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Employee under its group health plans (including without limitation, Section 2716 of 1986the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee as amended currently taxable compensation in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof). The payments and benefits described in the preceding Sections 4(a)(ii) and (iii) are referred to herein as the “Severance.” Notwithstanding the foregoing, it shall be a condition to the Employee’s (or the Employee’s estate’s or beneficiaries’, if applicable) right to receive the Severance that the Employee (or the Employee’s estate or beneficiaries, if applicable) execute and deliver to the Company an effective release of claims in substantially the form attached hereto as Exhibit A (the "Code"“Release”) concerning payments within twenty-one (21) days (or, to "specified employees," the salary continuation payments shall commence on the first regular paydate in the seventh extent required by law, forty-five (7th45) month days) following the date Date of Termination and that the Employee (or the Employee's termination and the first ’s estate or beneficiaries, if applicable) not revoke such payment shall include the cumulative amount of Release during any payments that would have been paid prior to such date if not for such restrictionapplicable revocation period.

Without Cause; For Good Reason. (i) If, during the Term, Employer shall terminate this Agreement and Employee's employment hereunder without Cause and other than as a result of Employee's death or Disability or Employee shall terminate this Agreement and Employee's employment hereunder for Good Reason, Employer's sole obligation to Employee under this Agreement or otherwise shall be to: (a) pay to Employee the Accrued Obligations, which Accrued Obligations shall be paid or provided in the manner described in Section 4.02(A) above, and (b) subject to Employee's execution, delivery and non-revocation of a general release in a form satisfactory to Employer (the "Release") (which Release, among other things, will include a general release of Employer, its affiliates and subsidiaries and their respective officers, directors, managers, members, shareholders, partners, employees and agents from all liability liability), continue to pay to Employee Employee's Base Salary for a period equal to twelve (12) months following the date of termination. (ii) Notwithstanding the provisions of Section 4.02(D)(i) above, in the event that Employer shall terminate this Agreement and Employee's employment hereunder without Cause and other than as a result of Employee's death or Disability within twelve (12) months following a Change in Control (as defined below) or Employee shall terminate this Agreement and Employee's employment hereunder for Good Reason within twelve (12) months following a Change in Control, then, in lieu of the amounts to be paid by Employer pursuant to Section 4.02(D)(i) above, Employer shall have no further obligations under this Agreement or otherwise to Employee other than the obligation to (a) pay to Employee the Accrued Obligations, which Accrued Obligations shall be paid or provided in the manner described in Section 4.02(A) above, and (b) subject to Employee's execution, delivery and non-revocation of the Release, continue to pay to Employee Employee's Base Salary for a period equal to eighteen (18) months following the date of termination. The Base Salary continuation payments contemplated by this Section 4.02(D) shall commence to be paid on the next regular paydate following the 8th day after Employee's execution and delivery of the Release; provided, however, if necessary to comply with the restriction in Section 409(A)(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the "Code") concerning payments to "specified employees," the salary continuation payments shall commence on the first regular paydate in the seventh (7th) month following the date of Employee's termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction.