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

Without Cause or With Good Reason. In the event that the Executive’s employment is terminated by the Company for any reason other than death, Disability or Cause as defined in Sections 3(b), (c) and (d) of this Agreement, or in the event that the Executive terminates his employment hereunder with Good Reason as defined in Section 4(c) of this Agreement, the Executive shall be entitled to receive severance pay in an aggregate amount equal to 200% of his Annual Compensation, which shall be paid, subject to Section 11(b), in periodic installments in accordance with the Company’s customary payroll practices over a period of twenty-four (24) months, less any amounts required to be withheld by applicable law, with the first such installment payable within ten (10) business days following the date the release referred to below in this Section 4(a) becomes irrevocable under applicable law and in all events not later than the end of the month following the month in which the Executive’s Separation from Service (as such term is defined in Section 4(g)) occurs; provided, however, that any such payment shall be contingent upon the Executive’s execution and delivery to the Company within 21 days of the termination of his employment (or such longer period as may be required under applicable law) of a valid release of all claims the Executive may have against the Company in the form attached hereto as Exhibit A (which may be modified only to the extent necessary to reflect developments in applicable law that would jeopardize enforceability of such release unless the modifications are not made), and not revoking such release within any revocation period provided under applicable law, and continued compliance with the restrictive covenants described in Sections 7, 8 and 9 below; and provided, further, that, if the Executive provides such release of claims, in no event shall the Executive be entitled to payment pursuant to this Section 4(a) of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for such release. The Company will also pay to the Executive any Accrued Obligations (as defined in Section 4(f) below).

Without Cause or With Good Reason. In the event that the Executive’s employment is terminated by the Company for any reason other than death, Disability or Cause as defined in Sections 3(b), (c) and (d) of this Agreement, or in the event that the Executive terminates his employment hereunder with Good Reason as defined in Section 4(c) of this Agreement, the Executive shall be entitled to receive severance pay in an aggregate amount equal to 200% of his Annual Compensation, which shall be paid, subject to Section 11(b), in periodic installments in accordance with the Company’s customary payroll practices over a period of twenty-four (24) months, less any amounts required to be withheld by applicable law, with the first such installment payable within ten (10) business days following the date the release referred to below in this Section 4(a) becomes irrevocable under applicable law and in all events not later than the end of the month following the month in which the Executive’s Separation from Service (as such term is defined in Section 4(g)) occurs; provided, however, that any such payment shall be contingent upon the Executive’s execution and delivery to the Company within 21 days of the termination of his employment (or such longer period as may be required under applicable law) of a valid release of all claims the Executive may have against the Company in the form attached hereto as Exhibit A D (which may be modified only to the extent necessary to reflect developments in applicable law that would jeopardize enforceability of such release unless the modifications are not made), and not revoking such release within any revocation period provided under applicable law, and continued compliance with the restrictive covenants described in Sections 7, 8 and 9 below; and provided, further, that, if the Executive provides such release of claims, in no event shall the Executive be entitled to payment pursuant to this Section 4(a) of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for such release. The Company will also pay to the Executive any Accrued Obligations (as defined in Section 4(f) below).

Without Cause or With Good Reason. In the event that the Executive’s employment is terminated by the Company for any reason other than death, Disability disability or Cause as defined in Sections 3(b), (c) and (d) of this Agreement, or in the event that the Executive terminates his employment hereunder with Good Reason as defined in Section 4(c4(b) of this Agreement, the Executive shall be entitled to receive severance pay in an aggregate amount equal to 200100% of his Annual Compensation, which shall be paid, subject to Section 11(b11 (b), in periodic installments in accordance with the Company’s customary payroll practices over a period of twenty-four twelve (2412) months, less any amounts required to be withheld by applicable law, with the first such installment payable within ten (10except as provided in the next sentence) business days following the date the release referred to below in this Section 4(a) becomes irrevocable under applicable law and in all events not later than the end of the month following the month in which the Executive’s Separation from Service (as such term is defined in Section 4(g)) occurs; provided, however, that any such payment shall be contingent upon the Executive’s execution and delivery to the Company within 21 days of the termination of his employment (or such longer period as may be required under applicable law) of a valid release of all claims the Executive may have against the Company in the a form attached hereto as Exhibit A (which may be modified only acceptable to the extent necessary to reflect developments in applicable law that would jeopardize enforceability of such release unless the modifications are not made), and not revoking such release within any revocation period provided under applicable law, Company and continued compliance with the restrictive covenants described in Sections 7, 8 and -9 below; and provided, furtherfarther, that, if the Executive provides such release of claims, in no event shall the Executive be entitled to payment pursuant to this Section 4(a) of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for such release. In the event that the period of time for the Executive to deliver such release, and for such release to become irrevocable under applicable law, spans two taxable years of the Executive, the first installment of any such severance shall be paid in the second of such two taxable years. The Company will also pay to the Executive any Accrued Obligations (as defined in Section 4(f4(e) below).

Without Cause or With Good Reason. In the event that the Executive’s employment is terminated by the Company for any reason other than death, Disability disability or Cause as defined in Sections 3(b), (c) and (d) of this Agreement, or in the event that the Executive terminates his employment hereunder with Good Reason as defined in Section 4(c4(b) of this Agreement, the Executive shall be entitled to receive severance pay in an aggregate amount equal to 200100% of his Annual Compensation, which shall be paid, subject to Section 11(b), in periodic installments in accordance with the Company’s customary payroll practices over a period of twenty-four twelve (2412) months, less any amounts required to be withheld by applicable law, with the first such installment payable within ten (10except as provided in the next sentence) business days following the date the release referred to below in this Section 4(a) becomes irrevocable under applicable law and in all events not later than the end of the month following the month in which the Executive’s Separation from Service (as such term is defined in Section 4(g)) occurs; provided, however, that any such payment shall be contingent upon the Executive’s execution and delivery to the Company within 21 days of the termination of his employment (or such longer period as may be required under applicable law) of a valid release of all claims the Executive may have against the Company in the a form attached hereto as Exhibit A (which may be modified only acceptable to the extent necessary to reflect developments in applicable law that would jeopardize enforceability of such release unless the modifications are not made), and not revoking such release within any revocation period provided under applicable law, Company and continued compliance with the restrictive covenants described in Sections 7, 8 and -9 below; and provided, further, that, if the Executive provides such release of claims, in no event shall the Executive be entitled to payment pursuant to this Section 4(a) of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for such release. In the event that the period of time for the Executive to deliver such release, and for such release to become irrevocable under applicable law, spans two taxable years of the Executive, the first installment of any such severance shall be paid in the second of such two taxable years. The Company will also pay to the Executive any Accrued Obligations (as defined in Section 4(f) below).

Without Cause or With Good Reason. In the event that the Executive’s employment is terminated by the Company for any reason other than death, Disability disability or Cause as defined in Sections 3(b), (c) and (d) of this Agreement, or in the event that the Executive terminates his her employment hereunder with Good Reason as defined in Section 4(c) of this Agreement, the Executive shall be entitled to receive severance pay in an aggregate amount equal to 200100% of his her Annual Compensation, which shall be paid, subject to Section 11(b), in periodic installments in accordance with the Company’s customary payroll practices over a period of twenty-four one (241) monthsyear, less any amounts required to be withheld by applicable law, with the first such installment payable within ten (10except as provided in the next sentence) business days following the date the release referred to below in this Section 4(a) becomes irrevocable under applicable law and in all events not later than the end of the month following the month in which the Executive’s Separation from Service (as such term is defined in Section 4(g)) occurs; provided, however, that any such payment shall be contingent upon the Executive’s execution and delivery to the Company within 21 days of the termination of his employment (or such longer period as may be required under applicable law) of a valid release of all claims the Executive may have against the Company in the a form attached hereto as Exhibit A (which may be modified only acceptable to the extent necessary to reflect developments in applicable law that would jeopardize enforceability of such release unless the modifications are not made), and not revoking such release within any revocation period provided under applicable law, Company and continued compliance with the restrictive covenants described in Sections 7, 8 and -9 below; and provided, further, that, if the Executive provides such release of claims, in no event shall the Executive be entitled to payment pursuant to this Section 4(a) of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for such release. In the event that the period of time for the Executive to deliver such release, and for such release to become irrevocable under applicable law, spans two taxable years of the Executive, the first installment of any such severance shall be paid in the second of such two taxable years. The Company will also pay to the Executive any Accrued Obligations (as defined in Section 4(f) below).

Without Cause or With Good Reason. In the event that the Executive’s employment is terminated by the Company for any reason other than death, Disability disability or Cause as defined in Sections 3(b), (c) and (d) of this Agreement, or in the event that the Executive terminates his employment hereunder with Good Reason as defined in Section 4(c) of this Agreement, the Executive shall be entitled to receive severance pay in an aggregate amount equal to 200100% of his Annual Compensation, which shall be paid, subject to Section 11(b), in periodic installments in accordance with the Company’s customary payroll practices over a period of twenty-four one (241) monthsyear, less any amounts required to be withheld by applicable law, with the first such installment payable within ten (10except as provided in the next sentence) business days following the date the release referred to below in this Section 4(a) becomes irrevocable under applicable law and in all events not later than the end of the month following the month in which the Executive’s Separation from Service (as such term is defined in Section 4(g)) occurs; provided, however, that any such payment shall be contingent upon the Executive’s execution and delivery to the Company within 21 days of the termination of his employment (or such longer period as may be required under applicable law) of a valid release of all claims the Executive may have against the Company in the a form attached hereto as Exhibit A (which may be modified only acceptable to the extent necessary to reflect developments in applicable law that would jeopardize enforceability of such release unless the modifications are not made), and not revoking such release within any revocation period provided under applicable law, Company and continued compliance with the restrictive covenants described in Sections 7, 8 and -9 below; and provided, further, that, if the Executive provides such release of claims, in no event shall the Executive be entitled to payment pursuant to this Section 4(a) of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for such release. In the event that the period of time for the Executive to deliver such release, and for such release to become irrevocable under applicable law, spans two taxable years of the Executive, the first installment of any such severance shall be paid in the second of such two taxable years. The Company will also pay to the Executive any Accrued Obligations (as defined in Section 4(f) below).

Without Cause or With Good Reason. In the event that If the Executive’s employment is terminated by the Company for any reason (other than for death, Disability or Cause as defined Cause) in Sections 3(b), (c) and (d) of this Agreementaccordance with the terms set forth in Paragraph 6.1.4 above, or in the event that is deemed to have been so terminated pursuant to Paragraph 1.3 above, or if the Executive terminates his employment hereunder with Good Reason as defined in Section 4(c) of this Agreement, the Executive shall be entitled to receive severance pay in an aggregate amount equal to 200% of his Annual Compensation, which shall be paid, subject to Section 11(b), in periodic installments in accordance with the Companyterms set forth in Paragraph 6.1.5 above, the Term of Employment shall end as of the effective date of termination and the Executive shall receive the following as soon as practicable (unless otherwise provided herein) following the Executive’s customary payroll practices over date of termination: (a) Earned Amounts; (b) subject to the Executive’s execution of a period Separation Agreement and Release of twenty-four (24) monthsall claims related to the Executive’s employment or the termination thereof, less in the form annexed hereto, other than any amounts modifications which may be required to be withheld by applicable laweffectuate such release based upon any changes in law or Company practice, with (i) a lump sum payment in an amount equivalent to two (2) times the first such installment payable within Executive’s base salary and target bonus; (ii) full vesting of all equity and long-term grants and awards, as well as the right to exercise the stock options granted under Paragraph 3.3.1. for two (2) years, and all other stock options granted for not less than one (1) year, following the date of termination of his employment, but in no event longer than ten (10) business days years from the date of grant; (iii) reimbursement by the Company to the Executive for any expenses incurred by the Executive for payment of COBRA premiums for two (2) years following the date of termination of his employment, or until the release referred Executive obtains health care coverage through subsequent employment, whichever is earlier; and (c) such other benefits, if any, to below in this Section 4(a) becomes irrevocable under applicable law and in all events not later than which the end of the month Executive is expressly eligible following the month in which termination of the Executive’s Separation from Service (as such term is defined in Section 4(g)) occurs; provided, however, that any such payment shall be contingent upon the Executive’s execution and delivery to employment by the Company within 21 days of without Cause or by the termination of his employment (or such longer period Executive with Good Reason, as may be required under applicable law) provided by the then existing plans, programs and/or arrangements of a valid release of all claims the Executive may have against the Company in (other than any severance payments payable under the form attached hereto as Exhibit A (which may be modified only to the extent necessary to reflect developments in applicable law that would jeopardize enforceability terms of such release unless the modifications are not madeany benefit plan), provided that all equity and not revoking such release within any revocation period provided under applicable law, long term grants and continued compliance with the restrictive covenants described in Sections 7, 8 and 9 below; and provided, further, that, if the Executive provides such release of claims, in no event awards shall the Executive be entitled to payment pursuant to this Section 4(a) of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for such release. The Company will also pay to the Executive any Accrued Obligations (as defined in Section 4(f) below)fully vested.