Common use of Xxxxxxxxx Compensation Clause in Contracts

Xxxxxxxxx Compensation. In the event of either (i) a Termination Without Cause by the Company or (ii) a termination for Good Reason by the Executive in accordance with Section 6(c)(ii) above, the Executive shall be entitled to receive separation pay in the form of equal installment payments (“Separation Payments”) which are in the aggregate equal to the sum of (i) twelve (12) months of the Executive’s Base Salary (as in effect at the time of termination of employment) plus (ii) any earned but unpaid annual bonus with respect to any completed fiscal year immediately preceding the effective date of Executive’s termination, plus (iii) the Pro Rata Bonus (as defined below), and (iv) an additional amount in cash equal to the aggregate payments made by the Company towards Executive’s medical and dental benefits during the three hundred sixty-five (365) day period immediately prior to the effective date of Executive’s termination. The Separation Payments will be paid, subject to applicable tax withholdings and other required withholdings, in equal installments beginning with the first Company payroll date after the effective date of termination of employment and ending twelve (12) months thereafter; provided, however, the Executive’s right to receive any Separation Payments is conditioned upon both (x) the Executive signing and delivering to the Company, by the 30th day after the Executive’s termination of employment, a general release in a form acceptable to the Company (the “Release”) and (y) the Executive not revoking the Release within thirty (30) days of the execution and delivery thereof to the Company (the “Revocation Period”). Accordingly, any Separation Payments due prior to the execution and delivery of the Release will not be paid until the first payroll date following the expiration of the Revocation Period. In addition, (A) in the event that the timing of termination enables the Executive to choose to deliver the executed Release on a date that causes the commencement of the Separation Payments to occur in the taxable year following the year of termination, then the Separation Payments shall automatically commence beginning with the first payroll period of such following taxable year, regardless of when the Executive delivers the executed Release, and (B) if any class of stock of the Company is publicly traded at the time of the

Xxxxxxxxx Compensation. In the event of either (i) a Termination Without Cause by the Company or (ii) a termination for Good Reason by the Executive in accordance with Section 6(c)(ii) above, the Executive shall be entitled to receive separation pay in the form of equal installment payments (“Separation Payments”) which are in the aggregate equal to the sum of (i) twelve (12) months of the Executive’s 's Base Salary (as in effect at the time of termination of employment) plus (ii) any earned but unpaid annual bonus with respect to any completed fiscal year immediately preceding the effective date of Executive’s 's termination, plus (iii) the Pro Rata Bonus (as defined below), and (iv) an additional amount in cash equal to the aggregate payments made by the Company towards Executive’s 's medical and dental benefits during the three hundred sixty-five (365) day period immediately prior to the effective date of Executive’s 's termination. The Separation Payments will be paid, subject to applicable tax withholdings and other required withholdings, in equal installments beginning with the first Company payroll date after the effective date of termination of employment and ending twelve (12) months thereafter; provided, however, the Executive’s 's right to receive any Separation Payments is conditioned upon both (x) the Executive signing and delivering to the Company, by the 30th day after the Executive’s 's termination of employment, a general release in a form acceptable to the Company (the “Release”) and (y) the Executive not revoking the Release within thirty (30) days of the execution and delivery thereof to the Company (the “Revocation Period”). Accordingly, any Separation Payments due prior to the execution and delivery of the Release will not be paid until the first payroll date following the expiration of the Revocation Period. In addition, (A) in the event that the timing of termination enables the Executive to choose to deliver the executed Release on a date that causes the commencement of the Separation Payments to occur in the taxable year following the year of termination, then the Separation Payments shall automatically commence beginning with the first payroll period of such following taxable year, regardless of when the Executive delivers the executed Release, and (B) if any class of stock of the Company is publicly traded at the time of thethe termination of employment, then any Separation Payments that would otherwise be made during the six-month period following the termination will instead be delayed and made with the first payroll period

Xxxxxxxxx Compensation. In the event of either (i) a Termination Without Cause by the Company or (ii) a termination for Good Reason by the Executive in accordance with Section 6(c)(ii) above, the Executive shall be entitled to receive separation pay in the form of equal installment payments (“Separation Payments”) which are in the aggregate equal to the sum of (i) twelve (12) months of the Executive’s Base Salary (as in effect at the time of termination of employment) plus (ii) any earned but unpaid annual bonus with respect to any completed fiscal year immediately preceding the effective date of Executive’s termination, termination plus (iii) the Pro Rata Bonus (as defined below), and (iv) an additional amount in cash equal to the aggregate payments made by the Company towards Executive’s medical and dental benefits during the three hundred sixty-five (365) day period immediately prior to the effective date of Executive’s termination. The Separation Payments will be paid, subject to applicable tax withholdings and other required withholdings, in equal installments beginning with the first Company payroll date after the effective date of termination of employment and ending twelve (12) months thereafter; provided, however, the Executive’s right to receive any Separation Payments is conditioned upon both (x) the Executive signing and delivering to the Company, by the 30th day after the Executive’s termination of employment, a general release in a form acceptable to the Company (the “Release”) and (y) the Executive not revoking the Release within thirty (30) days of the execution and delivery thereof to the Company (the “Revocation Period”). Accordingly, any Separation Payments due prior to the execution and delivery of the Release will not be paid until the first payroll date following the expiration of the Revocation Period. In addition, (A) in the event that the timing of termination enables the Executive to choose to deliver the executed Release on a date that causes the commencement of the Separation Payments to occur in the taxable year following the year of termination, then the Separation Payments shall automatically commence beginning with the first payroll period of such following taxable year, regardless of when the Executive delivers the executed Release, and (B) if any class of stock of the Company is publicly traded at the time of thethe termination of employment, then any Separation Payments that would otherwise be made during the six-month period following the termination will instead be delayed and made with the first payroll period following such six-month period to the extent required for compliance with Section 409A. In the event that the Executive commits a material breach of this Agreement, the Release, or the Employee Confidentiality Agreement, the Company may discontinue making any Separation Payments under this paragraph. For purposes hereof, the term “Pro Rata Bonus” means an amount equal to the product of (x) the Target Bonus Amount for the year in which the Executive’s employment terminates, and (y) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year.