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

Without Cause; For Good Reason. In the event of a termination of the Employee's employment during the Employment Period by the Company other than for Cause or by the Employee for Good Reason (a "Covered Termination"), the Company shall provide the Employee with the following: (i) payment of a cash lump-sum amount equal to the sum of (x) the Employee's Base Salary and (y) the greater of (1) Target Bonus or (2) the bonus earned by the Employee for the year preceding the year in which termination of employment occurs, payable as soon as practicable following the termination of employment and the expiration of the revocation period in the Employee Release (as defined in Section 8 hereof); (ii) immediate vesting and exercisability of all outstanding equity awards, including any Equity Awards, upon a Covered Termination, with any equity awards that are stock options remaining exercisable for 24 months following the date of a Covered Termination (or until the expiration of the term of the option, if earlier); (iii) continued coverage for the Employee and the Employee's eligible dependents under all group medical, dental and life insurance coverages that are provided to employees of the Company generally for a period of 12 months following a Covered Termination, with such coverage to be at the Company's cost (subject to standard employee contribution requirements). Any such coverage shall be discontinued in the event that the Employee obtains substitute coverage from subsequent employment or service during such 12-month period; and (iv) payment of (x) any earned but unpaid amounts as of the date of termination, including, but not limited to, Base Salary through the date of termination, reimbursement of business expenses and any incentive awards earned for performance periods that have ended, (y) any compensation previously deferred by the Employee together with any vested Company matching contributions and (z) any accrued but unpaid vacation days under Company policy through the date of termination ("Accrued Obligations"), payable as soon as practicable following such termination.

Without Cause; For Good Reason. In the event of a termination of the Employee's ’s employment by the Company is terminated during the Employment Period as a result of (a) the Employee’s termination by the Company other than Without Cause, or (b) the Employee’s voluntary resignation for Cause or by Good Reason, then neither the Employee for Good Reason (a "Covered Termination"), nor the Employee’s beneficiaries or estate will have any further rights or claims against the Company shall provide under this Agreement except the Employee with the following: right to receive: (i) payment any unpaid portion of a cash lump-sum amount equal to the sum of (x) the Employee's Base Salary and (y) the greater of (1) Target Bonus or (2) the bonus earned by the Employee provided for the year preceding the year in which termination of employment occurs, payable as soon as practicable following the termination of employment and the expiration of the revocation period in the Employee Release (as defined in Section 8 hereof); (ii) immediate vesting and exercisability of all outstanding equity awards, including any Equity Awards, upon a Covered Termination, with any equity awards that are stock options remaining exercisable for 24 months following the date of a Covered Termination (or until the expiration of the term of the option, if earlier); (iii) continued coverage for the Employee and the Employee's eligible dependents under all group medical, dental and life insurance coverages that are provided to employees of the Company generally for a period of 12 months following a Covered Termination, with such coverage to be at the Company's cost (subject to standard employee contribution requirements). Any such coverage shall be discontinued in the event that the Employee obtains substitute coverage from subsequent employment or service during such 12-month period; and (iv) payment of (x) any earned but unpaid amounts as of the date of termination, including, but not limited to, Base Salary 3.A. paid through the date of termination; (ii) a lump sum payment equal to one times the sum of the Employee’s Base Salary and Target Bonus, reimbursement of business expenses and any incentive awards earned for performance periods that have ended, (y) any compensation previously deferred by the Employee together with any vested Company matching contributions and (z) any accrued but unpaid vacation days under Company policy through each as in effect on the date of termination; (iii) payment of the Bonus accrued for the year prior to such termination ("Accrued Obligations"to the extent not already paid), payable as soon well as practicable payment of a Target Bonus for the year of termination multiplied by a fraction the numerator of which is the number of days in such year through the termination date and the denominator of which is 365; (iv) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed as provided in Section 3 hereof; (v) reimbursement for benefits pursuant to Section 3.C. that would have been provided during the one year period following termination, including COBRA premiums; and (vi) payment of all other accrued obligations of the Company, including accrued vacation and entitlements under the Company’s welfare and pension plans. Payment of the amounts set forth in subsections (ii) and (iii) above shall be made on the sixtieth (60th) day following the date of the Employee’s termination of employment. Reimbursement of amounts set forth in subsections (iv) and (v) shall be made in accordance with the usual applicable policies in effect at the Company as if the Employee continued employment; provided that reimbursements pursuant to subsections (v) and (vi) shall not commence until the sixtieth (60th) day following the Employee’s termination of employment, and such terminationreimbursement shall include any such amounts that would otherwise be due prior thereto.

Without Cause; For Good Reason. In If the event of a termination of the Employee's Executive’s employment during the Employment Period is terminated by the Company without Cause before expiration of the Employment Period, or if the Executive resigns for Good Reason before expiration of the Employment Period, the Company shall have no further payment obligations to the Executive or his legal representatives, other than for Cause payment of: (1) in a lump sum in cash within sixty (60) days after the Date of Termination (or such earlier date as required by applicable law), the Accrued Obligations; (2) in a lump sum in cash within seventy five (75) days after the Date of Termination (or such earlier date as required by applicable law), the amount of any Annual Bonus earned for any previous year that has not been paid; (3) the Pro-Rata Bonus, payable at the time the Annual Bonus for such fiscal year would otherwise have been paid, provided that the Executive has been employed for at least six months of the fiscal year in which such termination occurs; (4) a severance payment (“Severance Payment”), which shall be paid in equal installments in accordance with the customary payroll practices of the Company over a period of twelve (12) months (“Severance Period”), of an amount equal to two (2) times his Base Salary in effect on the Date of Termination; (5) for a period of eighteen (18) months following the Date of Termination that the Executive is eligible to elect and does elect to continue coverage for himself and his eligible dependents under the Company’s group health plans, as applicable, under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and/or Sections 601 through 608 of the Employee for Good Reason Retirement Income Security Act of 1974, as amended (a "Covered Termination"collectively, “COBRA”), the Company shall continue to offer to provide the Employee with the following: (i) payment of a cash lump-sum amount equal medical and dental coverage to the sum Executive as required by COBRA and, to the extent permitted by the Patient Protection and Affordable Care Act of 2010, the Company shall promptly reimburse the Executive for the premium costs charged to the Executive for such COBRA continuation coverage; provided, however, that such COBRA coverage shall terminate if and to the extent the Executive becomes eligible to receive medical and dental coverage from a subsequent employer (x) and any such eligibility shall be promptly reported to the Employee's Base Salary Company by the Executive); and (y) the greater of (1) Target Bonus or (2) the bonus earned by the Employee for the year preceding the year in which termination of employment occurs, payable as soon as practicable following the termination of employment and the expiration of the revocation period in the Employee Release (as defined in Section 8 hereof6); (ii) immediate vesting and exercisability of all outstanding equity awards, including any Equity Awards, upon a Covered Termination, with any equity awards that are stock options remaining exercisable for 24 months following the date of a Covered Termination (or until the expiration of the term of the option, if earlier); (iii) continued coverage for the Employee and the Employee's eligible dependents under all group medical, dental and life insurance coverages that are provided to employees of the Company generally for a period of 12 months following a Covered Termination, with such coverage to be at the Company's cost (subject to standard employee contribution requirements). Any such coverage shall be discontinued in the event that the Employee obtains substitute coverage from subsequent employment or service during such 12-month period; and (iv) payment of (x) any earned but unpaid amounts as of the date of termination, including, but not limited to, Base Salary through the date of termination, reimbursement of business expenses and any incentive awards earned for performance periods that have ended, (y) any compensation previously deferred by the Employee together with any vested Company matching contributions and (z) any accrued but unpaid vacation days under Company policy through the date of termination ("Accrued Obligations"), payable as soon as practicable following such termination.

Without Cause; For Good Reason. In the event of a termination of the Employee's employment If, during the Employment Period by Period, (x) the Company shall terminate the Executive's employment other than for Cause Cause, including a termination by reason of Disability (but not by reason of death), or by (y) the Employee Executive shall terminate employment for Good Reason (a "Covered Termination"), the Company shall provide the Employee with the followingReason: (i) payment the Company shall pay or provide to or in respect of the Executive the following amounts and benefits: A. in a cash lump-lump sum in cash, within 30 days after the Date of Termination, an amount equal to the sum of (1) the Executive's Annual Base Salary payable with respect to the period ending on the Date of Termination, (2) any deferred compensation previously awarded to or earned by the Executive with respect to the period prior to the Date of Termination (together with any accrued interest or earnings thereon) and (3) any compensation for unused vacation time for which the Executive is eligible in accordance with the plans, policies, programs and practices of the Company, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the "Accrued Obligations"); B. in a lump sum cash, discounted at 6%, within 30 days after the Date of Termination, an amount equal to 100% of Annual Base Salary that would have been paid annually to the Executive pursuant to this Agreement for the period (the "Remaining Employment Period") beginning on the Date of Termination and ending on the latest possible date of termination of the Employment Period in accordance with the provisions of Section l hereof (the "Final Expiration Date") if the Executive's employment had not been terminated; C. effective as of the Date of Termination, (1) in the case of a termination under this Section 4(a) for reasons other than Disability, immediate vesting and exercisability of each and every stock option (including the Initial Option and each Additional Option), restricted stock award, restricted stock unit award and other equity-based award and performance award (each, a "Compensatory Award") that is outstanding as of a time immediately prior to the Date of Termination and (2) the extension of the term during which each and every Compensatory Award may be exercised by the Executive until the earlier of (x) the Employee's Base Salary and date which is 90 days after of the Date of Termination (or, in the case of a termination due to Disability, 12 months after the Date of Termination) or (y) the greater of (1) Target Bonus or (2) date upon which the bonus earned right to exercise any Compensatory Award would have expired if the Executive had continued to be employed by the Employee for Company under the year preceding terms of this Agreement until the year in which termination of employment occurs, payable Final Expiration Date; D. as soon as practicable following the termination of employment and the expiration of the revocation period in the Employee Release (as defined in Section 8 hereof); (ii) immediate vesting and exercisability of all outstanding equity awards, including any Equity Awards, upon a Covered Termination, with any equity awards that are stock options remaining exercisable for 24 months following the date of a Covered Termination (or until the expiration of the term of the option, if earlier); (iii) continued coverage for the Employee and the Employee's eligible dependents under all group medical, dental and life insurance coverages that are provided to employees of the Company generally for a period of 12 months following a Covered Termination, with such coverage to be at the Company's cost (subject to standard employee contribution requirements). Any such coverage shall be discontinued in the event that the Employee obtains substitute coverage from subsequent employment or service during such 12-month period; and (iv) payment of (x) any earned but unpaid amounts as fiscal year of the date of termination, including, but an amount equal to the product of (x) any Annual Bonus that would have been paid to Executive with respect to the year of termination had the Date of Termination not limited to, Base Salary through the date of termination, reimbursement of business expenses occurred and any incentive awards earned for performance periods that have ended, (y) any compensation previously deferred by a fraction, the Employee together with any vested Company matching contributions and (z) any accrued but unpaid vacation numerator of which is the number of days under Company policy in the fiscal year through the date Date of termination Termination and the denominator of which is 365; (ii) for the Remaining Employment Period, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section, 2(b)(iv) of this Agreement if the Executive's employment had not been terminated in accordance with the plans, practices, programs or policies of the Company (such continuation of such benefits for the applicable period herein set forth shall be hereinafter referred to as "Accrued ObligationsWelfare Benefit Continuation"), payable as soon as practicable following but with the Company's medical benefits coverages being secondary to any coverages provided by another employer. For purposes of determining eligibility of the Executive for retiree benefits pursuant to such terminationplans, practices, programs and policies, the Executive shall be considered to have remained employed until the Final Expiration Date and to have retired on such date.

Without Cause; For Good Reason. In the event of a termination of the Employeethat Executive's employment is terminated during the Employment Agreement Term, other than by reason of death, and other than during the Change Period or within one year prior to, and in anticipation of, a Change in Control, (i) by the Company other than for Cause or Disability or (ii) by Executive with Good Reason, Executive shall be entitled to receive from the Company the benefits described in Paragraphs (a) through (f) below (the "Severance Benefits"): (a) The Company shall pay Executive a lump sum, in cash, equal to Executive's earned but unpaid Base Salary and other earned but unpaid cash entitlements for the period through and including the date of termination of Executive's employment, including unused earned and accrued vacation pay and unreimbursed business expenses. In addition, with respect to the period through and including the date of termination of Executive's employment, Executive shall be entitled to any other benefits earned or accrued and payable under any other employee benefit plans and arrangements maintained by the Employee for Good Reason Company, in accordance with the terms of such plans and arrangements, except as modified herein (a such amounts and benefits described in this Paragraph (a) referred to hereinafter as the "Covered TerminationAccrued Benefits"). (b) The Company shall pay Executive a lump sum, in cash, equal to three times the sum of Executive's Reference Salary and Reference Incentive Compensation Award; provided, that if as of the date of Executive's termination of employment pursuant to this Section 4.01, there remain less than three years in the Agreement Term, the three times multiplier shall be reduced to a fraction, the numerator of which is the number of whole months remaining in the Agreement Term as of the date of Executive's termination of employment (the "Remaining Months") and the denominator of which is 36, provided, further, however, that in no event shall such fraction be less than 1. (c) The Company shall provide pay Executive a lump sum, in cash, equal to the Employee amount of his Annual Award payable for the Fiscal Year in which occurs the termination of his employment, calculated assuming performance at the target level and prorated to reflect the portion of such Fiscal Year elapsed through the date of termination of his employment. The amount of the payment under this Paragraph (c) shall be reduced by the amount, if any, previously paid with respect to such Fiscal Year under Section 5.01(i). (d) Executive (and, to the following: extent applicable, his eligible family members) shall continue to be eligible, for the lesser of (i) payment 36 months from the date of a cash lump-sum amount equal to the sum such termination of (x) the EmployeeExecutive's Base Salary employment and (yii) the greater of (1A) Target Bonus or 12 months and (2B) the bonus earned by balance of the Employee for Agreement Term, to participate in the year preceding the year benefit plans and fringe benefits (other than any qualified or nonqualified retirement plans) in which Executive and his eligible family members were entitled to participate under Section 3.03 immediately prior to termination of employment occurs, payable as soon as practicable following the termination of employment and the expiration of the revocation period in the Employee Release (as defined in Section 8 hereof); (ii) immediate vesting and exercisability of all outstanding equity awards, including any Equity Awards, upon a Covered Termination, with any equity awards that are stock options remaining exercisable for 24 months following the date of a Covered Termination (or until the expiration of the term of the option, if earlier); (iii) continued coverage for the Employee and the EmployeeExecutive's eligible dependents under all group medical, dental and life insurance coverages that are provided to employees of the Company generally for a period of 12 months following a Covered Termination, with such coverage to be at the Company's cost (subject to standard employee contribution requirements). Any such coverage shall be discontinued in the event that the Employee obtains substitute coverage from subsequent employment or service during such 12-month period; and (iv) payment of (x) any earned but unpaid amounts as of the date of terminationemployment, including, but not limited to, Base Salary through any life insurance or survivor benefit arrangements in effect at such time. If continued participation pursuant to this Section 4.01(d) is not permitted under the terms of one or more of the applicable benefit plans and programs, the Company shall, in lieu of continued participation as to those benefits, pay Executive a lump sum, in cash, equal to the present value (as of the date of terminationthe termination of his employment) of such continued participation. In determining present value for this purpose, reimbursement of business expenses all terms applicable to Executive under such benefit plans and any incentive awards earned for performance periods that have ended, (y) any compensation previously deferred by the Employee together with any vested Company matching contributions and (z) any accrued but unpaid vacation days under Company policy through fringe benefits immediately prior to the date of termination of his employment ("Accrued Obligations"including the level of premiums, if any, payable by Executive) shall be taken into account. (e) On and after the first to occur of (i) the third anniversary of Executive's termination of employment and (ii) the expiration of the Agreement Term (but in no event prior to the first anniversary of Executive's termination of employment), he shall be treated as a retired senior executive of the Company for purposes of all benefit plans and arrangements of the Company (other than retirement plans) providing for retiree benefits. For purposes of determining any service-related premiums owed by Executive with respect to any such retiree benefits, all years of service with which Executive is credited for purposes of calculating the Supplemental Retirement Benefit shall be taken into account. If such participation is not permitted under the terms of one or more of the applicable benefit plans and programs, the Company shall, in lieu of such participation as to those benefits, pay Executive a lump sum, in cash, equal to the present value (as of the third anniversary of the termination of his employment or as of the later of the expiration of the Agreement Term or the first anniversary of his employment, as applicable) of such participation. In determining present value for this purpose, all terms applicable to Executive under such retiree benefit plans (including the level of premiums, if any, payable as soon as practicable following such terminationby Executive) shall be taken into account. (f) For purposes of calculating the Supplemental Retirement Benefit, Executive shall be credited with additional years of service credit in an amount equal to the lesser of (i) three years and (ii) the Remaining Months, provided, however, that Executive shall be credited with at least one additional year of service credit; provided further, however, that Executive's years of service credit shall not exceed the maximum years of service credited under the Excess Benefit Agreement.

Without Cause; For Good Reason. In the event of a termination of If the Employee's ’s employment during the Employment Period by the Company other than shall be terminated without “Cause” pursuant to Section 3(e) or for Cause or by the Employee for “Good Reason (a "Covered Termination"Reason” pursuant to Section 3(d), the Company shall provide pay the Employee with the followingfollowing compensation: (i) payment The Company shall pay the Employee the applicable portion of a cash lump-sum amount equal to the sum of (x) the Employee's his Base Salary and (y) due but unpaid through the greater applicable Date of (1) Target Bonus or (2) Termination at the bonus earned by rate in effect at the Employee for the year preceding the year in which termination time Notice of employment occurs, payable as soon as practicable following the termination of employment and the expiration of the revocation period in the Employee Release (as defined in Section 8 hereof)Termination is given; (ii) immediate vesting The Company shall pay the Employee, as severance pay and exercisability 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 all outstanding equity awards, including any Equity Awards, upon Termination is given for a Covered period of twelve (12) months (the “Severance Period”) following the applicable Date of Termination, payable in substantially equal installments in accordance with any equity awards that are stock options remaining exercisable for 24 months following the date of a Covered Termination (or until the expiration of the term of the option, if earlier)Company’s payroll policy from time to time in effect; (iii) continued coverage for Following the Date of Termination, the Company shall pay to the Employee as severance pay and as express consideration for, and contingent upon, Employee complying with his obligations under Section 6 hereof, an amount equal to the Employee's eligible dependents Target Bonus, payable in equal installments on the dates when payments are made under all group medical, dental and life insurance coverages that are provided to employees of the Company generally for a period of 12 months following a Covered Termination, with such coverage to be at the Company's cost (subject to standard employee contribution requirements). Any such coverage shall be discontinued in the event that the Employee obtains substitute coverage from subsequent employment or service during such 12-month period; andSection 4(e)(ii) hereof. (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 dental benefits he received as an employee of the Company (including family coverage to the extent in effect immediately prior to the Date of Termination), until the earlier of the end of the Severance Period or the date Employee becomes eligible to receive coverage under the medical and dental benefit plans or programs of a subsequent employer. (v) The payment of any amounts pursuant to clauses (x) any earned but unpaid amounts as of the date of termination, including, but not limited to, Base Salary through the date of termination, reimbursement of business expenses and any incentive awards earned for performance periods that have endedii), (yiii) any compensation previously deferred and (iv) of this Section 4(e) is further expressly conditioned upon the delivery by the Employee together with any vested Company matching contributions to the Company, within thirty (30) days after the Date of Termination (and the revocation period for the release lapsing without revocation within such thirty (30) day period), of a general release in substantially the form attached as Exhibit A hereto. The payments to the Employee subject to receipt of the release shall be made or begin to be made as applicable at the Company’s first pay period on the later of (A) after the end of the revocation period for the release has lapsed without revocation and (zB) if the thirtieth (30 th ) calendar day following the Date of Termination is in a different calendar year than the Date of Termination, then on the Company’s first pay period after the end of the thirty (30) day period. (vi) Following such payments, the Company shall have no further obligation (relating to the Employee’s status as an employee) to the Employee under this Agreement provided, however, that the foregoing shall have no effect upon any accrued but unpaid vacation days benefits due the Employee under any disability or medical plan or other employee benefit plan or arrangement of the Company policy through then in effect and provided further that any stock option or restricted stock held by the date Employee shall be treated in accordance with the provisions of termination ("Accrued Obligations")the applicable stock option agreement or applicable restricted stock agreement, payable as soon as practicable following such terminationrespectively.

Without Cause; For Good Reason. In the event of a termination of the Employee's employment during the Employment Period by the Company other than for Cause or by the Employee for Good Reason (each, a "Covered Termination"), the Company shall provide the Employee, upon expiration of the revocation period in the Employee Release (as defined in Section 8 below), with the following: (i) payment of a cash lump-sum amount equal to the sum of (x) the Employee's Base Salary and (y) the greater of (1) the current Target Bonus or (2) the bonus earned by the Employee for the year preceding the year in which termination of employment occurs, payable as soon as practicable following the termination of employment and but not later than forty-five (45) days after the expiration of the revocation period in the Employee Release (as defined in Section 8 hereof)Release; (ii) immediate vesting and exercisability (or lapsing of restrictions) of all outstanding equity awards, including any Equity Awards, upon a Covered Termination, with any equity awards that are stock options remaining exercisable for 24 months following the date of a Covered Termination (or until the expiration of the term of the option, if earlier);; and (iii) continued coverage for the Employee and the Employee's eligible dependents under all group medical, dental and life insurance coverages that are provided to employees of the Company generally for a period of 12 months following a Covered Termination, with such coverage to be at the Company's cost (subject to standard employee contribution requirements). Any such coverage shall be discontinued in the event that the Employee obtains substitute coverage from subsequent employment or service during such 12-month period; and . In addition, without the need for Employee to sign the Employee Release, Company shall pay Employee (ivw) payment of the Sign-On Bonus, if not yet paid, (x) any earned but unpaid amounts as of the date of termination, including, but not limited to, Base Salary through the date of termination, reimbursement of business expenses and any incentive awards earned for performance periods that have ended, including annual bonus and Annual Equity Awards, (y) any compensation previously deferred by the Employee together with any vested Company matching contributions and (z) any accrued but unpaid vacation days under Company policy through the date of termination (all of which, (w) through (z), are referred to hereafter as "Accrued Obligations"), payable as soon as practicable following such terminationthe termination of employment, but not later than forty-five (45) days thereafter.

Without Cause; For Good Reason. In the event of a termination of the Employee's employment during the Employment Period by the Company other than for Cause or by the Employee for Good Reason (a "Covered Termination"), the Company shall provide the Employee with the following: (i) payment of a cash lump-sum amount equal to the sum of two (2) times (x) the Employee's Base Salary and (y) the greater of (1) Target Bonus or (2) the bonus earned by the Employee for the year preceding the year in which termination of employment occurs, payable as soon as practicable following the termination of employment and the expiration of the revocation period in the Employee Release (as defined in Section 8 hereof); (ii) for the year in which termination occurs, a pro-rata Target Bonus determined by multiplying the Target Bonus by a fraction, the numerator of which is the number of days that the Employee was employed in the applicable performance period and the denominator of which shall be the number of days in the applicable performance period ("Pro-Rata Target Bonus"), payable as soon as practicable following the termination of employment and the expiration of the revocation period in the Employee Release; (iii) for the year in which termination occurs, a pro-rata target equity award determined by multiplying the target equity award set forth in section 3.C(iv) hereof by a fraction, the numerator of which is the number of days that the Employee was employed in the applicable performance period and the denominator of which shall be the number of days in the applicable performance period ("Pro-Rata Equity Award") with such award being granted as soon as practicable following the date of termination and the expiration of the revocation period in the Employee Release; (iv) immediate vesting and exercisability of all outstanding equity awards, including any Equity AwardsAwards and the Pro-Rata Equity Award, upon a Covered Termination, with any equity awards that are stock options remaining exercisable for 24 months following the date of a Covered Termination (or until the expiration of the term of the option, if earlier); (iiiv) continued coverage for the Employee and the Employee's eligible dependents under all group medical, dental and life insurance coverages that are provided to employees of the Company generally for a period of 12 24 months following a Covered Termination, with such coverage to be at the Company's cost (subject to standard employee contribution requirements). Any such coverage shall be discontinued in the event that the Employee obtains substitute coverage from subsequent employment or service during such 1224-month period; and (ivvi) payment of (x) any earned but unpaid amounts as of the date of termination, including, but not limited to, Base Salary through the date of termination, reimbursement of business expenses and any incentive awards earned for performance periods that have ended, (y) any compensation previously deferred by the Employee together with any vested Company matching contributions and (z) any accrued but unpaid vacation days under Company policy through the date of termination ("Accrued Obligations"), payable as soon as practicable following such termination.

Without Cause; For Good Reason. In the event of a termination of the Employee's ’s employment by the Company is terminated during the Employment Period as a result of (a) the Employee’s termination by the Company other than without Cause, or (b) the Employee’s voluntary resignation for Cause or by Good Reason, then neither the Employee for Good Reason (a "Covered Termination"), nor the Employee’s beneficiaries or estate will have any further rights or claims against the Company shall provide under this Agreement except the Employee with the following: right to receive: (i) any unpaid portion of the Base Salary provided for in Section 3.A. paid through the date of termination; (ii) payment of a cash lump-sum amount equal to the sum of (x) the Employee's Base Salary and (y) the greater of (1) Target Bonus or (2) the bonus earned by the Employee accrued for the year preceding prior to such termination (to the year in which termination of employment occurs, payable as soon as practicable following the termination of employment and the expiration of the revocation period in the Employee Release (as defined in Section 8 hereofextent not already paid); (ii) immediate vesting and exercisability of all outstanding equity awards, including any Equity Awards, upon a Covered Termination, with any equity awards that are stock options remaining exercisable for 24 months following the date of a Covered Termination (or until the expiration of the term of the option, if earlier); ; (iii) continued coverage reimbursement for any expenses incurred prior to the termination date for which the Employee and the Employee's eligible dependents under all group medical, dental and life insurance coverages that are shall not have theretofore been reimbursed as provided to employees of the Company generally for a period of 12 months following a Covered Termination, with such coverage to be at the Company's cost (subject to standard employee contribution requirements). Any such coverage shall be discontinued in the event that the Employee obtains substitute coverage from subsequent employment or service during such 12-month periodSection 3.D. hereof; and (iv) payment of all other accrued obligations of the Company, including accrued vacation and entitlements under the Company’s welfare and retirement plans (xeach such payment, and any payments to be provided pursuant to sub-sections (i), (ii) any earned but unpaid amounts and (iii) above, an “Accrued Benefit” and together, the “Accrued Benefits”); (v) a lump sum payment equal to one times the sum of the Employee’s Base Salary and target Bonus, each as of in effect on the date of termination; (vi) payment of a Bonus for the year of termination in the amount of the Bonus that would have been payable for the year of termination, includingbased on actual performance as determined at the end of the applicable performance period under the terms of the Company’s annual bonus plan, but multiplied by a fraction, the numerator of which is the number of days in such year through the termination date and the denominator of which is 365, which amount shall be payable at the same time as bonuses are paid to similarly situated employees in accordance Section 3.B.; and (vii) reimbursement for COBRA premiums for the one year period following termination date. Payment of any Accrued Benefits shall be made in accordance with the usual applicable policies in effect at the Company as if the Employee continued employment. Payment of the amounts set forth in subsections (v), (vi), and (vii) above shall not limited to, Base Salary through commence prior to the sixtieth (60th) day following the date of termination, reimbursement the Employee’s termination of business expenses and any incentive awards earned for performance periods that have ended, (y) any compensation previously deferred by the Employee together with any vested Company matching contributions and (z) any accrued but unpaid vacation days under Company policy through the date of termination ("Accrued Obligations"), payable as soon as practicable following such terminationemployment.