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

Without Cause; For Good Reason. If the Employee’s employment by the Company is terminated by the Company prior to a Change in Control other than for Cause, death or Disability, or by the Employee for Good Reason, or the Company has notified the Employee pursuant to Section 2 that the Company intends to terminate the Agreement (rather than allow the terms of the Agreement to renew automatically), then the Employee shall be entitled to the benefits provided below (the “Without Cause Benefits”): (i) the Company shall pay the Employee all Accrued Compensation; (ii) the Company shall pay the Employee, as severance pay and in lieu of any further salary for periods subsequent to the Termination Date, in a single payment an amount in cash equal to one (1) times the sum of (A) the Employee’s Base Salary at the highest rate in effect at any time within the ninety (90) day period ending on the date the Notice of Termination is given and (B) the “Payment Amount.” For purposes of this Agreement, the term “Payment Amount” shall mean an amount which is equal to seventy-five percent (75%) of the Employee’s Base Salary in effect during the year in which the Termination Date shall occur;

Without Cause; For Good Reason. If the Employee’s employment by the Company is terminated by the Company prior to a Change in Control other than for Cause, death or Disability, or by the Employee for Good Reason, or the Company has notified the Employee pursuant to Section 2 that the Company intends to terminate the Agreement (rather than allow the terms of the Agreement to renew automatically), then the Employee shall be entitled to the benefits provided below (the “Without Cause Benefits”): (i) the Company shall pay the Employee all Accrued Compensation; (ii) the Company shall pay the Employee, as severance pay and in lieu of any further salary for periods subsequent to the Termination Date, in a single payment an amount in cash equal to one (1) times the sum of (A) two (2) times the Employee’s Base Salary at the highest rate in effect at any time within the ninety (90) day period ending on the date the Notice of Termination is given and (B) the “Payment Amount.” For purposes of this Agreement, the term “Payment Amount” shall mean an amount which is equal to seventy-five one hundred percent (75100%) of the Employee’s Base Salary in effect during the year in which the Termination Date shall occur;

Without Cause; For Good Reason. If the Employee’s employment by the Company is terminated by the Company prior to a Change in Control other than for Cause, death or Disability, or by the Employee for Good Reason, or the Company has notified the Employee pursuant to Section 2 that the Company intends to terminate the Agreement (rather than allow the terms of the Agreement to renew automatically), then the Employee shall be entitled to the benefits provided below (the “Without Cause Benefits”): (i) the Company shall pay the Employee all Accrued Compensation; (ii) the Company shall pay the Employee, as severance pay and in lieu of any further salary for periods subsequent to the Termination Date, in a single payment an amount in cash equal to one (1) times the sum of (A) the Employee’s Base Salary at the highest rate in effect at any time within the ninety (90) day period ending on the date the Notice of Termination is given and (B) the “Payment Amount.” For purposes of this Agreement, the term “Payment Amount” shall mean an amount which is equal to seventy-five percent (75%) % of the Employee’s Base Salary in effect during the year in which the Termination Date shall occur;

Without Cause; For Good Reason. If the Employee’s employment by the Company is shall be terminated by the Company prior without Cause pursuant to a Change in Control other than for Cause, death or Disability, Section 3(e) or by the Employee for Good Reason, or the Company has notified the Employee Reason pursuant to Section 2 that 3(d), the Company intends to terminate shall pay Employee the Agreement (rather than allow the terms of the Agreement to renew automatically), then the Employee shall be entitled to the benefits provided below (the “Without Cause Benefits”):following compensation: (i) the Company shall pay the Employee all The Accrued CompensationObligations as described in Section 4(a); (ii) the Company shall pay the Employee, as As severance pay and in lieu of any further salary for periods subsequent to the Termination Dateas express consideration, in a single payment an amount in cash equal to one (1) times the sum of (A) the Employee’s for, and contingent upon, Employee complying with her obligations under Section 6 hereof, her Base Salary at the highest rate in effect at any the time within the ninety (90) day period ending on the date the Notice of Termination is given and for a period of six (B6) months (the “Payment Amount.” For purposes Severance Period”) following the applicable Date of Termination, such Base Salary to be paid in the form of a lump sum; (iii) During the Severance Period the Company shall reimburse Employee for any COBRA payments Employee may be required to make in order to maintain the medical and dental benefits she 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; (iv) If, at any time after the execution of this Agreement, the term “Payment Amount” Company offers: (A) a longer Severance Period, or (B) any additional bonus-based severance benefit, to other similarly situated executives (i.e., those on the Senior Vice President level, but specifically excluding the Chief Executive Officer), this Section 4(e) shall mean an amount which is equal be deemed modified to seventy-five percent include such additional consideration as contemplated in Section 4(e)(iv)(A) and (75%) of the Employee’s Base Salary in effect during the year in which the Termination Date shall occur;B).

Without Cause; For Good Reason. If the EmployeeExecutive’s employment by the Company is terminated by the Company prior to a Change in Control other than for Cause, death or Disability, or by the Employee Executive for Good Reason, or the Company has notified the Employee Executive pursuant to Section 2 that the Company intends to terminate the Agreement (rather than allow the terms of the Agreement to renew automatically), then the Employee Executive shall be entitled to the benefits provided below (the “Without Cause Benefits”):below: (i) the Company shall pay the Employee Executive all Accrued Compensation; (ii) the Company shall pay the EmployeeExecutive, as severance pay and in lieu of any further salary for periods subsequent to the Termination Date, in a single payment an amount in cash equal to one (1) times the sum of (A) the EmployeeExecutive’s Base Salary at the highest rate in effect at any time within the ninety (90) day period ending on prior to the date the Notice of Termination is given and (B) the “Payment Amount.” For purposes of this Agreement, the term “Payment Amount” shall mean an amount which is equal to seventy-five one hundred percent (75100%) of the Employeehigher of the Executive’s Base Salary in effect during the year in which the Termination Date shall occuroccur or one hundred percent (100%) of the Executive’s highest Base Salary in effect during the 12 months prior to the Termination Date;

Without Cause; For Good Reason. If the Employee’s 's employment by the Company is terminated by the Company prior to a Change in Control other than for Cause, death or Disability, or by the Employee for Good Reason, or the Company has notified the Employee pursuant to Section 2 that the Company intends to terminate the Agreement (rather than allow the terms of the Agreement to renew automatically), then the Employee shall be entitled to the benefits provided below (the “Without Cause Benefits”): (i) the Company shall pay the Employee all Accrued Compensation; (ii) the Company shall pay the Employee, as severance pay and in lieu of any further salary for periods subsequent to the Termination Date, in a single payment an amount in cash equal to one (1) times the sum of (A) the Employee’s Base Salary at the highest rate in effect at any time within the ninety (90) day period ending on the date the Notice of Termination is given and (B) the “Payment Amount.” For purposes of this Agreement, the term “Payment Amount” shall mean an amount which is equal to seventy-five percent (75%) of the Employee’s Base Salary in effect during the year in which the Termination Date shall occur;

Without Cause; For Good Reason. If the EmployeeExecutive’s employment by with the Company is terminated during the Interim CFO Period as a result of an involuntary termination by the Company prior without Cause or due to a Change in Control other than for Cause, death or Disability, or by the Employee Executive’s resignation for Good ReasonReason (and, or in either case, conditions for a Cause termination do not otherwise exist), then, in addition to the Company has notified the Employee pursuant amounts payable under Section 5(c)(i), subject to Section 2 that the Company intends to terminate the Agreement (rather than allow the terms Executive’s execution, delivery, and non-revocation of the Agreement to renew automatically), then the Employee shall be entitled to the benefits provided below general release described in Section 5(e) (the “Without Cause BenefitsGeneral Release”): (i) on the timing and terms contemplated in Section 5(e) and the other conditions and limitations herein, the Company shall pay or provide Executive with the Employee all Accrued Compensation; following benefits: (iiA) the Company shall pay the Employee, as Cash severance pay and in lieu of any further salary for periods subsequent to the Termination Dateequal to, in a single payment an amount in cash equal to the aggregate, one (1) times the sum of (Ax) the EmployeeExecutive’s Base Salary (at the highest rate in effect at any time within immediately prior to the ninety (90) day period ending on the date the Notice of Termination is given Separation Date), and (By) Executive’s target Annual Bonus (at the “Payment Amount.” For purposes of this Agreement, the term “Payment Amount” shall mean an amount which is equal to seventy-five percent (75%) of the Employee’s Base Salary rate in effect during with respect to the fiscal year in which the Termination Separation Date occurs), subject to all applicable taxes and withholdings (collectively, the “Severance Payment”), payable in substantially equal installments over the twelve (12) months following the Separation Date in accordance with the Company’s regular payroll payment schedule; provided, that no installment or portion of the Severance Payment shall occur;be payable or paid prior to the expiration of the applicable revocation period for the General Release; and provided further, that if the Severance Payment is subject to Section 409A (as

Without Cause; For Good Reason. If the Employee’s employment by the Company Parent is terminated by Parent following the Company Merger but prior to a Change in Control (which for purposes of this Section 6(b), a Change in Control shall not include consummation of the Merger) other than for Cause, death or Disability, or by the Employee for Good Reason, or the Company Parent has notified the Employee pursuant to Section 2 that the Company Parent intends to terminate the Agreement (rather than allow the terms of the Agreement to renew automatically), then the Employee shall be entitled to the benefits provided below (the “Without Cause Benefits”): (i) the Company Parent shall pay the Employee all Accrued Compensation; (ii) the Company Parent shall pay the Employee, as severance pay and in lieu of any further salary for periods subsequent to the Termination Date, in a single payment an amount in cash equal to one (1) times the sum of (A) two (2) times the Employee’s Base Salary at the highest rate in effect at any time within the ninety (90) day period ending on the date the Notice of Termination is given and (B) the “Payment Amount.” For purposes of this Agreement, the term “Payment Amount” shall mean an amount which is equal to seventy-five one hundred percent (75100%) of the Employee’s Base Salary in effect during the year in which the Termination Date shall occur;