Common use of Termination by the Company Without Cause or by the Executive with Good Reason Clause in Contracts

Termination by the Company Without Cause or by the Executive with Good Reason. Subject to Section 9(f) and Section 9(g), if the Company terminates the Executive’s employment during the Term other than for Cause or Disability pursuant to Section 8(a) or if the Executive terminates his employment hereunder with Good Reason, (i) the Company shall pay the Executive (or the Executive’s estate, if the Executive dies after such termination and execution of the release but before receiving such amount) (A) all Accrued Benefits, if any, to which the Executive is entitled, (B) a lump sum payment of an amount equal to a pro rata portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) of the Annual Bonus that would have been paid to the Executive if he had remained employed with the Company based on actual performance, such payment to be made at the time bonus payments are made to other executives of the Company but in any event by no later than March 15 of the calendar year following the year that includes the Executive’s Date of Termination and (C) continued payments of the Executive’s Base Salary in accordance with the Company’s payroll policies in effect on the Date of Termination for the twenty-four (24) month period commencing upon the Executive’s Date of Termination; and (ii) the Executive and his covered dependents shall be entitled to continued participation on the same terms and conditions as applicable immediately prior to the Executive’s Date of Termination for twelve (12) months in such medical, dental, and hospitalization insurance coverage in which the Executive and his eligible dependents were participating immediately prior to the Date of Termination.

Termination by the Company Without Cause or by the Executive with Good Reason. Subject to Section 9(f) and Section 9(g)) and the Executive’s continued compliance with Section 7, if the Company terminates the Executive’s employment during the Term other than for Cause or Disability pursuant to Section 8(a) or if the Executive terminates his the Executive’s employment hereunder with Good Reason, (i) the Company shall pay the Executive (or the Executive’s estate, if the Executive dies after such termination and execution of the release Release (as defined below) but before receiving such amount) (A) all Accrued Benefits, if any, to which the Executive is entitled, (B) a lump sum payment of an amount equal to a pro rata portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) of the Annual Bonus that would have been paid to the Executive if he had remained employed with the Company based on actual performance, such payment to be made at the time bonus payments are made to other executives of the Company but in any event by no later than March 15 of the calendar year following the year that includes the Executive’s Date of Termination and (C) continued payments of the Executive’s Base Salary in accordance with the Company’s payroll policies in effect on the Date of Termination for (x) if the Executive has been employed with the Company for two years or less on the Date of Termination, the twelve month period commencing on the Executive’s Date of Termination, or (y) if the Executive has been employed with the Company for more than two years on the Date of Termination, the twenty-four (24) month period commencing upon the Executive’s Date of Termination; and (ii) the Executive and his the Executive’s covered dependents shall be entitled to continued participation participation, on the same terms and conditions as applicable immediately prior to if the Executive’s Date of Termination Executive had remained employed for such period, for twelve (12) months in such medical, dental, and hospitalization insurance coverage in which the Executive and his the Executive’s eligible dependents were participating immediately prior to the Date of Termination, subject to Section 9(j).

Termination by the Company Without Cause or by the Executive with Good Reason. Subject to Section 9(f) and Section 9(g), if the Company terminates If the Executive’s employment during is terminated by the Term other than for Company without Cause or Disability pursuant to Section 8(a7(b) or if by the Executive terminates his employment hereunder with Good ReasonReason pursuant to Section 7(c), the Executive shall be entitled to the Accrued Obligations. In addition, and subject to Exhibit A and the conditions of Section 8(c) below, the Company shall: (i) the Company shall continue to pay the Executive (or to the Executive’s estate, if the Executive dies after such termination and execution of the release but before receiving such amount) (A) all Accrued Benefits, if any, to which the Executive is entitled, (B) a lump sum payment of an amount equal to a pro rata portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) of the Annual Bonus that would have been paid to the Executive if he had remained employed with the Company based on actual performance, such payment to be made at the time bonus payments are made to other executives of the Company but in any event by no later than March 15 of the calendar year following the year that includes the Executive’s Date of Termination and (C) continued payments of the Executive’s Base Salary in accordance with the Company’s regularly established payroll policies in effect on the Date of Termination for the twenty-four (24) month period commencing upon procedures, the Executive’s Date Base Salary rate for a period of Termination; and nine (9) months, (ii) provided the Executive is eligible for and his covered dependents shall be entitled timely elects to continued participation on continue receiving group medical insurance pursuant to the “COBRA” law, continue to pay, for up to nine (9) months following the Executive’s termination date, the share of the premium for such coverage that it pays for active and similarly- situated employees who receive the same terms and conditions as type of coverage (single, family, or other), unless the Company’s provision of such COBRA payments would violate the nondiscrimination requirements of applicable immediately law, in which case this benefit will not apply, (iii) pay to the Executive any annual discretionary bonus for the preceding calendar year that the Board has approved but has not yet been paid to the Executive, (iv) if the Executive’s employment terminates prior to the one (1)-year anniversary of the Grant Date of the RSU Award provided for under Section 4(c) hereof, accelerate the vesting of such number of RSUs subject to the RSU Award that would have vested between the Grant Date and the Executive’s termination date had the RSUs vested on a 1/48 per month basis following the Grant Date of Termination for twelve (12) months in such medical, dentalRSU Award, and hospitalization insurance coverage in which (v) if the Executive and his eligible dependents were participating immediately Executive’s employment terminates within the period beginning sixty (60) days prior to the Date closing date of Terminationa Change of Control and ending on the one (1)-year anniversary of such closing date, accelerate the vesting of one hundred percent (100%) of the Executive’s then-outstanding equity awards granted to the Executive by the Company which awards vest solely based on continued service (collectively, the “Severance Benefits”).

Termination by the Company Without Cause or by the Executive with Good Reason. Subject to Section 9(f) and Section 9(g), if the Company terminates If the Executive’s employment during is terminated by the Term other than for Company without Cause or Disability pursuant to Section 8(a7(b) or if by the Executive terminates his employment hereunder with Good ReasonReason pursuant to Section 7(c), the Executive shall be entitled to the Accrued Obligations. In addition, and subject to Exhibit A and the conditions of Section 8(c) below, the Company shall: (i) the Company shall continue to pay the Executive (or to the Executive’s estate, if the Executive dies after such termination and execution of the release but before receiving such amount) (A) all Accrued Benefits, if any, to which the Executive is entitled, (B) a lump sum payment of an amount equal to a pro rata portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) of the Annual Bonus that would have been paid to the Executive if he had remained employed with the Company based on actual performance, such payment to be made at the time bonus payments are made to other executives of the Company but in any event by no later than March 15 of the calendar year following the year that includes the Executive’s Date of Termination and (C) continued payments of the Executive’s Base Salary in accordance with the Company’s regularly established payroll policies in effect on the Date of Termination for the twenty-four (24) month period commencing upon procedures, the Executive’s Date Base Salary rate for a period of Termination; and nine (9) months, (ii) provided the Executive is eligible for and his covered dependents shall be entitled timely elects to continued participation on continue receiving group medical insurance pursuant to the “COBRA” law, continue to pay, for up to nine (9) months following the Executive’s termination date, the share of the premium for such coverage that it pays for active and similarly- situated employees who receive the same terms type of coverage (single, family, or other), unless the Company’s provision of such COBRA payments would violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply, (iii) pay to the Executive any annual discretionary bonus for the preceding calendar year that the Board has approved but has not yet been paid to the Executive, (iv) pay to the Executive an amount equal to his Target Bonus at the 50% maximum of Base Salary for the year in which the termination occurs, multiplied by a fraction the numerator of which is the number of days during the year of termination on which the Executive is employed by the Company and conditions as applicable immediately the denominator of which is 365, (v) if the Executive’s employment terminates prior to the one (1)-year anniversary of the Grant Date of the RSU Award provided for under Section 4(d) hereof, accelerate the vesting of such number of RSUs subject to the RSU Award that would have vested between the Grant Date and the Executive’s termination date had the RSUs vested on a 1/48 per month basis following the Grant Date of Termination for twelve (12) months in such medical, dentalRSU Award, and hospitalization insurance coverage in which (vi) if the Executive and his eligible dependents were participating immediately Executive’s employment terminates within the period beginning sixty (60) days prior to the Date closing date of Terminationa Change of Control and ending on the one (1)-year anniversary of such closing date, accelerate the vesting of one hundred percent (100%) of the Executive’s then-outstanding equity awards granted to the Executive by the Company which awards vest solely based on continued service (collectively, the “Severance Benefits”).

Termination by the Company Without Cause or by the Executive with Good Reason. Subject to Section 9(f) and Section 9(g9(e), if the Company terminates the Executive’s employment during the Term Employment Period other than for Cause or Disability pursuant to Section 8(a) or if the Executive terminates his employment hereunder with Good Reason, (i) the Company shall pay the Executive (or the Executive’s estate, if the Executive dies after such termination and execution of the release but before receiving such amount) (A) all Accrued Benefits, if any, to which the Executive is entitled, (B) a lump sum payment of an amount equal to a pro rata portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) of the Annual Bonus that Executive would have been paid entitled to the Executive if he had [he/she] remained employed with through the Company date such Annual Bonus was to be paid (i.e., based on actual performanceCompany performance through the applicable performance period), such payment to be made at the time bonus payments are made to other executives of the Company but in any event by no later than March 15 of the calendar year following the year that includes the Executive’s Date of Termination Termination, and (C) continued payments a lump sum payment, within five (5) business days of the effective date of the Release (as defined in Section 10(f) below), of an aggregate amount equal to times Executive’s Base Salary in accordance with the Company’s payroll policies in effect on the Date of Termination for the twenty-four (24) month period commencing upon the Executive’s Date of Terminationand $ ; and (ii) the Executive and his covered dependents shall be entitled to continued participation on the same terms and conditions at the Company’s expense as applicable immediately prior to the Executive’s Date of Termination for twelve twenty-four (1224) months in such medical, dental, vision and hospitalization insurance coverage in which the Executive and his eligible dependents were participating immediately prior to the Date of Termination; and (iii) Executive’s then outstanding equity awards shall immediately become 100% vested and all vested stock appreciation rights then held by Executive (including those vested as a result of this clause (iii)) shall remain exercisable for the two (2)-year period following the Date of Termination (or, if sooner, the expiration of the stock appreciation right).

Termination by the Company Without Cause or by the Executive with Good Reason. Subject to Section 9(f) and Section 9(g), if the Company terminates If the Executive’s employment during is terminated by the Term other than for Company without Cause or Disability pursuant to Section 8(a7(b) or if by the Executive terminates his employment hereunder with Good ReasonReason pursuant to Section 7(c), the Executive shall be entitled to the Accrued Obligations. In addition, and subject to Exhibit A and the conditions of Section 8(c) below, the Company shall (i) the Company shall continue to pay the Executive (or to the Executive’s estate, if the Executive dies after such termination and execution of the release but before receiving such amount) (A) all Accrued Benefits, if any, to which the Executive is entitled, (B) a lump sum payment of an amount equal to a pro rata portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) of the Annual Bonus that would have been paid to the Executive if he had remained employed with the Company based on actual performance, such payment to be made at the time bonus payments are made to other executives of the Company but in any event by no later than March 15 of the calendar year following the year that includes the Executive’s Date of Termination and (C) continued payments of the Executive’s Base Salary in accordance with the Company’s regularly established payroll policies in effect on the Date of Termination for the twenty-four (24) month period commencing upon procedures, the Executive’s Date Base Salary rate for a period of Termination; and nine (9) months, (ii) provided the Executive is eligible for and his covered dependents shall be entitled timely elects to continued participation on continue receiving group medical insurance pursuant to the “COBRA” law, continue to pay, for up to nine (9) months following the Executive’s termination date, the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same terms type of coverage (single, family, or other), unless the Company’s provision of such COBRA payments would violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply, (iii) pay to the Executive any annual discretionary bonus for the preceding calendar year that the Board has approved but has not yet been paid to the Executive, and conditions as applicable immediately (iv) if the Executive’s employment terminates within the period beginning sixty (60) days prior to the closing date of a Change of Control and ending on the one (1)-year anniversary of such closing date, accelerate the vesting of one hundred percent (100%) of the Executive’s Date of Termination for twelve (12) months in such medical, dental, and hospitalization insurance coverage in which then-outstanding equity awards granted to the Executive and his eligible dependents were participating immediately prior to by the Date of TerminationCompany which awards vest solely based on continued service (collectively, the “Severance Benefits”).