Termination for Cause, Death or Disability; Voluntary Resignation without Good Reason. If Executive’s employment with the Company terminates voluntarily by Executive for any reason (except upon resignation for Good Reason), for Cause by the Company or due to Executive’s death or disability, then (i) all vesting will terminate immediately with respect to Executive’s outstanding equity awards, (ii) all payments of compensation by the Company to Executive hereunder will terminate immediately (except as to amounts already earned), and (iii) Executive will only be eligible for severance benefits in accordance with the Company’s established policies, if any, as then in effect and subject to any conditions set forth by the Company as to the receipt of such severance benefits.
Termination for Cause, Death or Disability; Voluntary Resignation without Good Reason. If Executive’s employment with the Company terminates voluntarily by Executive for any reason (except upon resignation for Good Reason), for Cause by the Company or due to Executive’s death or Disability, then (i) all vesting will terminate immediately with respect to Executive’s outstanding equity awards and (ii) all payments of compensation by the Company to Executive hereunder will terminate immediately (except as to amounts already earned, as described in Section 5(e); provided, however,, if Executive’s employment with the Company terminates due to Executive’s death or Disability, then Executive or his estate will receive a payment equal to the Target Bonus in the year of termination, pro-rated to reflect the number of days in the fiscal year of termination that Executive provided service, and paid with the first payroll date following the date of termination, and such termination shall be considered a Qualified Termination for purposes of Section 5(a)(v) or 5(b)(v), as applicable.
Termination for Cause, Death or Disability; Voluntary Resignation without Good Reason. If the Company terminates the Executive’s employment for Cause, due to the Executive’s death or Disability, or if the Executive resigns from his employment other than for Good Reason, the Executive will be entitled to the Accrued Benefits (excluding, on a termination by the Company for Cause or a termination by the Executive without Good Reason, clause (ii) of Section 5(a)), unless applicable law otherwise requires payment. In addition, if the Company terminates the Executive’s employment due to death or Disability, the Executive shall be eligible to receive a Pro Rata Bonus, payable in accordance with Section 5(b)(ii) hereof. The Executive will have no further right to receive any other compensation or benefits after such termination, resignation or non-renewal of employment.
