Common use of Without Cause Termination and Constructive Discharge Clause in Contracts

Without Cause Termination and Constructive Discharge. If the Executive’s employment terminates due to either a Without Cause Termination or a Constructive Discharge, as defined below, the Company will pay the Executive (or his surviving spouse, estate or personal representative, as applicable) upon such Without Cause Termination or Constructive Discharge (i) a lump sum cash payment equal to the sum of the Executive’s then current Base Salary plus his then current target Incentive Compensation Award, multiplied by the Severance Multiplier (as defined below), (ii) any and all Base Salary and Incentive Compensation Awards earned but unpaid through the date of such termination and (iii) an amount equal to Incentive Compensation Award at target level for the year in which the termination occurs. In addition, upon such event, all of the Executive’s outstanding and unvested stock options and any other equity awards or other incentive or compensation that is subject to vesting will become immediately and fully vested and exercisable and all outstanding options, awards, incentives and compensation shall be extended and remain exercisable until the later of (1) December 31st of the year in which they would otherwise have expired or (2) the 15th day of the 3rd month following the month in which they would have expired; provided however, that awards granted after the date of execution of the Original Agreement shall be extended and remain exercisable until the later of the foregoing and the second anniversary of the date of termination (subject to the original expiration date of the option). In addition, the Executive shall be entitled to continue coverage under all health and welfare plans for the Executive and members of the Executive’s immediate family including medical and dental benefits, for up to twenty-four (24) months with the Executive’s cost being no greater than the cost applicable to the Executive had the Executive been an active full time employee of the Company at such time.

Without Cause Termination and Constructive Discharge. If the Executive’s employment terminates due to either a Without Cause Termination or a Constructive Discharge, as defined below, the Company will pay the Executive (or his surviving spouse, estate or personal representative, as applicable) upon such Without Cause Termination or Constructive Discharge (i) a lump sum cash payment equal to the sum of the Executive’s then current Base Salary plus his then current target Incentive Compensation Award, multiplied by the Severance Multiplier (as defined below), (ii) any and all Base Salary and Incentive Compensation Awards earned but unpaid through the date of such termination termination, and (iii) an amount equal to Incentive Compensation Award at target level for the year in which the termination occurs. In addition, upon such event; provided that such event occurs after the first anniversary of the date of this Agreement, all of the Executive’s outstanding and unvested stock options and any other equity awards or other incentive or compensation that is subject to vesting will become immediately and fully vested and exercisable and all outstanding options, awards, incentives and compensation shall be extended and remain exercisable until the later of (1) December 31st of the year in which they would otherwise have expired or (2) the 15th day of the 3rd month following the month in which they would have expired; provided however, that awards granted after the date of execution of the Original this Agreement shall be extended and remain exercisable until the later of the foregoing and the second anniversary of the date of termination (subject to the original expiration date of the option). In addition, the Executive shall be entitled to continue coverage under all health and welfare plans for the Executive and members of the Executive’s immediate family including medical and dental benefits, for up to twenty-four (24) months with the Executive’s cost being no greater than the cost applicable to the Executive had the Executive been an active full time employee of the Company at such time.

Without Cause Termination and Constructive Discharge. If the Executive’s employment terminates due to either a Without Cause Termination or a Constructive Discharge, as defined below, the Company will pay the Executive (or his surviving spouse, estate or personal representative, as applicable) upon such Without Cause Termination or Constructive Discharge (i) a lump sum cash payment equal to the sum of the Executive’s then current Base Salary plus his then current target Incentive Compensation Award, multiplied by the Severance Multiplier (as defined below), (ii) any and all Base Salary and Incentive Compensation Awards earned but unpaid through the date of such termination termination, and (iii) an amount equal to Incentive Compensation Award at target level for the year in which the termination occurs. In addition, upon such event, all of the Executive’s outstanding and unvested stock options and any other equity awards or other incentive or compensation that is subject to vesting will become immediately and fully vested and exercisable and all outstanding options, awards, incentives and compensation shall be extended and remain exercisable until the later of (1) December 31st of the year in which they would otherwise have expired or (2) the 15th day of the 3rd month following the month in which they would have expired; provided however, that awards granted after the date of execution of the Original this Agreement shall be extended and remain exercisable until the later of the foregoing and the second anniversary of the date of termination (subject to the original expiration date of the option). In addition, the Executive shall be entitled to continue coverage under all health and welfare plans for the Executive and members of the Executive’s immediate family including medical and dental benefits, for up to twenty-four (24) months with the Executive’s cost being no greater than the cost applicable to the Executive had the Executive been an active full time employee of the Company at such time.

Without Cause Termination and Constructive Discharge. If the Executive’s employment terminates due to either a Without Cause Termination or a Constructive Discharge, as defined below, the Company will pay the Executive (or his surviving spouse, estate or personal representative, as applicable) upon such Without Cause Termination or Constructive Discharge (i) a lump sum cash payment equal to the sum of the Executive’s then current Base Salary plus his then current target Incentive Compensation Award, multiplied by the Severance Multiplier (as defined below), (ii) any and all Base Salary and Incentive Compensation Awards earned but unpaid through the date of such termination and (iii) an amount equal to Incentive Compensation Award at target level for the year in which the termination occurs. In addition, upon such event;, all of the Executive’s outstanding and unvested stock options and any other equity awards or other incentive or compensation that is subject to vesting will become immediately and fully vested and exercisable and all outstanding options, awards, incentives and compensation shall be extended and remain exercisable until the later of (1) December 31st of the year in which they would otherwise have expired or (2) the 15th day of the 3rd month following the month in which they would have expired; provided however, that awards granted after the date of execution of the Original Agreement shall be extended and remain exercisable until the later of the foregoing and the second anniversary of the date of termination (subject to the original expiration date of the option). In addition, the Executive shall be entitled to continue coverage under all health and welfare plans for the Executive and members of the Executive’s immediate family including medical and dental benefits, for up to twenty-four (24) months with the Executive’s cost being no greater than the cost applicable to the Executive had the Executive been an active full time employee of the Company at such time.