Common use of By the Company Without Cause; By the Executive for Good Reason Clause in Contracts

By the Company Without Cause; By the Executive for Good Reason. If the Company terminates the Employment Period other than for Cause, Disability or death, or the Executive terminates the Employment Period for Good Reason, the Company shall promptly pay to the Executive after the Date of Termination as a lump sum payment an amount equal to three (3) times the combined Base Salary and Bonus paid to the Executive pursuant to Sections 5(a) and (c) during the immediately preceding full calendar year preceding the Date of Termination, as well as any accrued but unpaid Base Salary and Bonus through the Date of Termination, and all other unpaid amounts, if any, which the Executive has accrued and is entitled to as of the Date of Termination. The Company shall also continue to provide benefits pursuant to Section 5(d) hereof to the Executive for a two year period commencing on the Date of Termination (or, to the extent such benefits cannot be provided, the Company shall make a cash payment to the Executive in an amount sufficient (on an after tax basis) to allow the Executive to obtain comparable benefits for such period), unless and until the Executive receives any such or similar benefits while employed in any capacity by any other employer during such two year period. In addition, all unvested options to purchase Company stock and shares of restricted Company stock held by the Executive shall become fully vested and, in the case of options, fully exercisable on the date of Date of Termination, and the Executive shall be entitled to exercise all such options for three years following the Date of Termination. Other than as set forth herein, the Company shall have no further obligations to the Executive under this Agreement or otherwise (except pursuant to Section 5(b) hereof and any employee benefit plans and as otherwise set forth in this Agreement).

By the Company Without Cause; By the Executive for Good Reason. If the Company terminates the Employment Period (including pursuant to the Company’s delivery of a Notice of Non-Renewal) other than for Cause, Disability or death, death or if the Executive terminates the Employment Period for Good Reason, (i) the Company shall promptly pay to the Executive after the Date of Termination as a cash lump sum payment an amount equal to three (3) times the combined Base Salary and plus the Target Bonus paid to in effect for the Executive pursuant to Sections 5(a) and (c) during year in which the immediately preceding full calendar year preceding notice of Termination is given, the Date of TerminationMinimum Bonus, as well as plus any accrued earned but unpaid Base Salary bonus for any prior year and Bonus through the Date of Termination, and all other unpaid amounts, if any, which Lump Sum Vacation Payment; (ii) the Executive has accrued and is entitled to as of the Date of Termination. The Company shall also continue to provide welfare benefits pursuant to Section 5(d5(c) hereof to the Executive for a two year period commencing on the Date of Termination Continuation Period (or, to the extent such benefits cannot be so provided, the Company shall make a cash payment to the Executive in an amount sufficient (on an after after-tax basis) to allow the Executive to obtain comparable benefits for such period), unless and until the Executive receives any such or similar benefits while employed in any capacity by any other employer during such two year period. In addition, the Continuation Period; (iii) all unvested options to purchase Company stock and shares of restricted Company stock then held by the Executive shall become fully vested andvested, in the case of options, fully exercisable on the date of Date of Termination, and free from restriction and the Executive shall be entitled to exercise all such vested options for three years following only during the Date Continuation Period and the ninety-day period commencing at the end of Terminationthe Continuation Period, after which time all options to purchase Company stock held by the Executive will immediately expire; and (iv) all unvested shares of restricted Company stock then held by the Executive shall become fully vested and free from restriction. Other than as set forth herein, the Company shall have no further obligations to the Executive under this Agreement or otherwise (except pursuant to Section 5(b) hereof and any employee benefit plans and as otherwise set forth in this Agreement).

By the Company Without Cause; By the Executive for Good Reason. If the Company terminates the Employment Period other than for Cause, Disability or death, or the Executive terminates the Employment Period for Good Reason, (i) the Company shall promptly pay to the Executive after the Date of Termination as a cash lump sum payment an amount equal to three (3A) times the combined Base Salary and Bonus paid to the Executive pursuant to Sections 5(a) and (c) during the immediately preceding full calendar year preceding the Date of Termination, as well as any accrued but unpaid Base Salary and Bonus through the Date of Termination, Termination and all other unpaid amounts, if any, which the Executive has accrued and is entitled to as of the Date of Termination. The ; (B) the product of (I) 100% of the Executive's target bonus for the calendar year in which the termination of employment occurs times (II) a fraction, the numerator of which is the number of days of the then current calendar year that have elapsed prior to the Date of Termination, and the denominator of which is 365; (C) an amount equal to the product of (I) the Base Salary and (II) two; and (D) the Executive's target bonus for the calendar year in which such termination of employment occurs; (ii) the Company shall also continue to provide welfare benefits pursuant to Section 5(d5(c) hereof to the Executive for a two year the twelve-month period commencing on the Date of Termination (or, to the extent such benefits cannot be so provided, the Company shall make a cash payment to the Executive in an amount sufficient (on an after after-tax basis) to allow the Executive to obtain comparable benefits for such period), unless and until the Executive receives any such or similar benefits while employed in any capacity by any other employer during such two year twelve-month period. In addition, ; and (iii) all unvested options to purchase Company stock and shares of restricted Company stock held by the Executive shall become fully vested and, in the case of options, fully exercisable on the date of Date of Termination, and the Executive shall be entitled to exercise all such options shall remain exercisable for three years following the Date of Termination. Other than as set forth herein, the Company shall have no further obligations to the Executive under this Agreement or otherwise (except pursuant to Section 5(b) hereof and any employee benefit plans and as otherwise set forth in this Agreement).

By the Company Without Cause; By the Executive for Good Reason. If the Company terminates the Employment Period Executive's employment other than for Cause, Disability disability or death, or the Executive terminates the Employment Period his employment for Good Reason, (i) the Company shall promptly pay to the Executive after the Executive's pro rata portion of Base Salary through the Date of Termination as a lump sum payment an amount equal to three (3) times the combined Base Salary and Bonus paid to the Executive pursuant to Sections 5(a) and (c) during the immediately preceding full calendar year preceding the Date of Termination, as well as any accrued but unpaid Base Salary and Bonus through the Date of Termination, and all other accrued but unpaid amounts, if any, to which the Executive has accrued and is entitled to as of the Date of Termination. The Termination in connection with any fringe benefits or under any bonus or incentive compensation plan or program of the Company, at the time such payments are due, (ii) the Company shall also continue shall, subject to provide Sections 9(e),9(f) and 9(g) hereof, pay the Executive an amount equal to 12 months of the Executive's Base Salary, payable in equal monthly installments on the Company's regular salary payment dates for such number of months specified above, unpaid earned bonus pursuant to section 5(b), (iv) the benefits provided to or on behalf of the Executive pursuant to Section 5(d5(e) hereof of this Agreement (including but not limited to current company benefits that may include medical, health, life, accident, disability and other welfare benefits) shall he continued to be provided to or on behalf of the Executive for a two year 12 month period commencing on the Date of Termination (or, to the extent such benefits cannot be provided, the Company shall make a cash payment to the Executive in an amount sufficient (on an after tax basis) to allow the Executive to obtain comparable benefits for such period)Termination, unless and until the Executive receives any such or similar benefits while employed in any capacity by any other another employer during such two year 12 month period. In addition, all unvested options to purchase Company stock and shares of restricted Company stock held by the Executive shall become fully vested and, in the case of options, fully exercisable on the date of Date of Termination, and the Executive shall be entitled (v) stock vesting and exercise rights pursuant to exercise all such options for three years following the Date of Termination. Other than as set forth hereinAttachment A (section 3.1b and 3.1c), (vi) the Company shall not have no any further obligations to the Executive under this Agreement or otherwise (except pursuant to Section 5(b) hereof and any employee benefit plans and as otherwise set forth in this Agreement). For purposes of clarity, it is understood and agreed between the parties that no further accrual of pension or 401(k) benefits shall be provided to the Executive (other than earnings on existing accounts and balances) after the Date of Termination.