Common use of Without Cause or Good Reason Clause in Contracts

Without Cause or Good Reason. If Executive shall terminate Executive's employment with the Company for Good Reason or the Company shall terminate Executive's employment without Cause, or in the event Executive is terminated for any reason following a Change in Control, Executive shall be entitled to the following: (i) Executive's Base Salary, and accrued and unused vacation earned through the date of termination; (ii) Continuation of Executive's annual Base Salary, in effect at the time of termination, for a period of thirty-six (36) months after the termination date subject to standard deductions and withholding; (iii) Continuation of Executive's medical, disability and other benefits for a period of thirty six (36) months after the termination date, as if Executive had continued in employment during said period, or in lieu thereof, cash (including a tax-equivalency payment for Federal, state and local income and payroll taxes assuming Executive is in the maximum tax bracket for all such purposes) where such benefits may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the benefit is being provided) under applicable law or regulation; (iv) 100% vesting of all of Executive's Options, all other options granted to Executive and all restricted stock received upon early exercise; and, (v) in the event such termination occurs after a Change in Control, the Company shall pay Executive (a) a one-time payment equal to the product of 2.99 and Executive’s salary for the previous twelve (12) months and (b) a one-time payment equal to the higher of (i) Executive’s bonus for the previous year and (ii) one percent of the Company’s consolidated gross revenues for the previous twelve (12) months; and, at the election of the Executive, (c) a one-time cash payment equal to the cash value of all shares eligible for exercise upon the exercise of Executive’s Options then currently outstanding and exercisable as if they had been exercised in full (the “Change of Control Termination Payment”). In the event Executive elects to receive the cash value of the shares underlying Executive’s options, he shall so notify the Company of his intent.

Without Cause or Good Reason. If Executive shall terminate Executive's ’s employment with the Company for Good Reason or the Company shall terminate Executive's ’s employment without Cause, or in the event Executive is terminated terminated, for any reason reason, following a Change in Control, Executive shall be entitled to the following: (i) Executive's ’s Base Salary, and accrued and unused vacation earned through the date of termination; (ii) Continuation of Executive's ’s annual Base Salary, in effect at the time of termination, for a period of thirty-six (36) months after the termination date subject to standard deductions and withholding; (iii) Continuation of Executive's ’s medical, disability and other benefits for a period of thirty six (36) months after the termination date, as if Executive had continued in employment during said period, or in lieu thereof, cash (including a tax-equivalency payment for Federal, state and local income and payroll taxes assuming Executive is in the maximum tax bracket for all such purposes) where such benefits may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the benefit is being provided) under applicable law or regulation; (iv) 100% vesting of all of Executive's ’s Options, all other options granted to Executive and all restricted stock received upon early exercise; and, (v) in the event such termination occurs after a Change in of Control, the Company shall pay Executive (a) a one-time payment equal to the product of 2.99 and Executive’s salary for the previous twelve (12) months and (b) a one-time payment equal to the higher of (i) Executive’s bonus for the previous year and (ii) one percent of the Company’s consolidated gross revenues for the previous twelve (12) months; and, at the election of the Executive, (c) a one-time cash payment equal to the cash value of all shares eligible for exercise upon the exercise of Executive’s Options then currently outstanding and exercisable as if they had been exercised in full (the “Change of Control Termination Payment”). In the event Executive elects to receive the cash value of the shares underlying Executive’s options, he shall so notify the Company of his intent.

Without Cause or Good Reason. If Executive shall terminate Executive's ’s employment with the Company for Good Reason or the Company shall terminate Executive's ’s employment without Cause, or in the event Executive is terminated for any reason following a Change in Control, Executive shall be entitled to the following: (i) Executive's ’s Base Salary, and accrued and unused vacation earned through the date of termination; (ii) Continuation of Executive's ’s annual Base Salary, in effect at the time of termination, for a period of thirty-six (36) months after the termination date subject to standard deductions and withholding; (iii) Continuation of Executive's ’s medical, disability and other benefits for a period of thirty six (36) months after the termination date, as if Executive had continued in employment during said period, or in lieu thereof, cash (including a tax-equivalency payment for Federal, state and local income and payroll taxes assuming Executive is in the maximum tax bracket for all such purposes) where such benefits may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the benefit is being provided) under applicable law or regulation; (iv) 100% vesting of all of Executive's ’s Options, all other options granted to Executive and all restricted stock received upon early exercise; and, (v) in the event such termination occurs after a Change in of Control, the Company shall pay Executive Executive: (a) a one-time payment equal to the product of 2.99 and Executive’s salary for the previous twelve (12) months and months; (b) a one-time payment equal to the higher of (i) Executive’s bonus for the previous year and (ii) one percent of the Company’s consolidated gross revenues for the previous twelve (12) months; and, at the election of the Executive, (c) a one-time cash payment equal to the cash value of all shares eligible for exercise upon the exercise of Executive’s Options then currently outstanding and exercisable as if they had been exercised in full (the “Change of Control Termination Payment”). In the event Executive elects to receive the cash value of the shares underlying Executive’s options, he shall so notify the Company of his intent.

Without Cause or Good Reason. If Executive shall terminate Executive's ’s employment with the Company for without Good Reason or the Company shall terminate Executive's ’s employment without Cause, or in the event Executive is terminated for any reason following a Change in Control, Executive shall be entitled to the following: (i) Executive's ’s Base Salary, and accrued and unused vacation earned through the date of termination; (ii) Continuation of Executive's ’s annual Base Salary, in effect at the time of termination, for a period of thirtyforty-six eight (3648) months after the termination date subject to standard deductions and withholding; (iii) Continuation of Executive's ’s medical, disability and other benefits for a period of thirty for thirty-six (36) months after from the termination date, as if Executive had continued in employment during said period, or in lieu thereof, cash (including a tax-equivalency payment for Federal, state and local income and payroll taxes assuming Executive is in the maximum tax bracket for all such purposes) where such benefits may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the benefit is being provided) under applicable law or regulation;; and, (iv) 100% vesting of all of Executive's ’s Options, all other options granted to Executive and Executive, all restricted stock received upon early exercise; and,exercise and all unvested equity grants. (v) in the event such termination occurs within twelve (12) months after a Change in of Control, the Company shall pay Executive (a) a one-time payment equal to the product of 2.99 and Executive’s salary for the previous twelve (12) months and (b) a one-time payment equal to the higher of (i) Executive’s bonus and commissions for the previous year and (ii) one one-half a percent of the Company’s consolidated gross revenues for the previous twelve (12) months; and, at the election of the Executive, (c) a one-time cash payment equal to the cash value of all shares eligible for exercise upon the exercise of Executive’s Options then currently outstanding and exercisable as if they had been exercised in full months (the “Change of Control Termination Payment”). In the event Executive elects to receive the cash value of the shares underlying Executive’s options, he shall so notify the Company of his intent.