Common use of Termination Not for Cause or for Good Reason Clause in Contracts

Termination Not for Cause or for Good Reason. (a) The Company or Executive may terminate Executive's Term of Employment at any time for any reason by written notice at least thirty (30) days in advance. If Executive's employment is terminated (i) by the Company other than for Cause (as defined in Section 6.2(b) hereof), Disability (as defined in Section 6.3 hereof) or death or (ii) by Executive for Good Reason (as defined in Section 6.1(b) hereof), the Company, as liquidated damages and in lieu of any other damages therefor, shall (A) continue to pay to Executive Base Salary through the end of the Initial Term if such termination occurs during the first year of the Initial Term or for a period of one year for such termination thereafter (the "Continuation Period"), with such payments to be made in accordance with the terms of Section 3.1. and (B) pay to Executive an additional amount equal to the Bonus actually paid in the year prior to such termination (the "Severance Payments"). The Severance Payments shall be made in substantially equal installments over the Continuation Period in accordance with Company payroll practices, unless the CEO or the Board approves payment in a lump sum. In addition, the Company shall pay to Executive a prorated bonus (the "Prorated Bonus") for the year of termination, payable when such bonuses are paid to other senior executives of the Company, calculated as the Bonus Executive would have received in such year based on the Company's actual performance multiplied by a fraction, the numerator of which is the number of business days during the year of termination that Executive was employed and the denominator of which is the total number of business days during the year of termination. The Company shall also continue to provide Executive during the Continuation Period with qualified and nonqualified defined benefit and defined contribution pension, life insurance, medical and other benefits set forth on the signature page hereof (collectively, the "Continuation Benefits"); provided, however, that the Company shall not be obligated to provide any benefits under tax qualified plans which are not permitted by the terms of such plan or by applicable law or could jeopardize the plan's tax status; provided, further, that any such coverage shall terminate to the extent that Executive is offered or obtains comparable benefits from any other employer during the Continuation Period. Notwithstanding the foregoing, if Executive breaches any provision of Section 11 hereof, the remaining balance of the Severance Payments, the Prorated Bonus and any Continuation Benefits shall be forfeited.

Termination Not for Cause or for Good Reason. (a) The Company or Executive may terminate Executive's Term of Employment employment at any time for any reason by written notice at least thirty (30) days in advance. If Executive's employment is terminated (i) by the Company other than for Cause (as defined in Section 6.2(b) hereof), Disability (as defined in Section 6.3 hereof) or death or (ii) by Executive for Good Reason (as defined in Section 6.1(b) hereof)) during the Term of Employment, the Company, as liquidated damages and in lieu of any an other damages therefor, shall (A) continue to pay to Executive Executive's Base Salary through the end of the Initial Term if such termination occurs during the first year of the Initial Term or for a period of one year for such termination thereafter three (3) years (the "Continuation Period"), with such payments to be made in accordance with the terms of Section 3.1. ) and (B) pay to Executive a bonus replacement payment in an additional amount equal to 100% of his Base Salary for each of the Bonus actually paid in the year prior to three years following such termination (the "Severance Payments"). The Severance Payments shall be made in substantially equal installments over the Continuation Period in accordance with Company payroll practices, unless the CEO or the Board approves payment paid in a lump sum. In additionFor the year of termination, the Company Executive shall pay to Executive receive a prorated bonus (the "Prorated Bonus") for the year of termination), payable when such bonuses are paid to other senior executives of the Company, calculated as the Bonus Executive would have received in such year based on the Company's actual performance multiplied by a fraction, the numerator of which is the number of business days during the year of termination that Executive was employed and the denominator of which is the total number of business days during the year of termination. The In addition, the Company shall also continue to provide Executive during the Continuation Period with medical, dental and vision benefits, defined contribution plans (qualified and nonqualified non-qualified) benefits, defined benefit plans (qualified and defined contribution pensionnon-qualified) benefits, life insurance, medical AD&D insurance, health care reimbursement account and other benefits set forth on the signature page hereof day care reimbursement account (collectively, the "Continuation Benefits")) comparable to those provided to other senior executives; provided, however, that the Company shall not be obligated to provide any benefits under tax qualified plans which are not permitted by the terms of such plan or by applicable law or could jeopardize the plan's tax status; provided, further, that any such coverage shall terminate to the extent that Executive is offered or obtains comparable benefits from any other employer during the Continuation Period. Notwithstanding the foregoing, if Executive breaches any provision of Section 11 hereof, the remaining balance of the Severance Payments, the Prorated Bonus and any Continuation Benefits shall be forfeited.

Termination Not for Cause or for Good Reason. (a) The Company -------------------------------------------- or Executive may terminate Executive's Term of Employment at any time for any reason by written notice at least thirty (30) days in advance. If Executive's employment is terminated (i) by the Company other than for Cause (as defined in Section 6.2(b) hereof), Disability (as defined in Section 6.3 hereof) or death or (ii) by Executive for Good Reason (as defined in Section 6.1(b) hereof), the Company, as liquidated damages and in lieu of any other damages therefor, shall (A) continue to pay to Executive Base Salary through the end of the Initial Term if such termination occurs during the first year of the Initial Term or for a period of one year for such termination thereafter (the "Continuation Period"), with such payments to be made in accordance with the terms of Section 3.1. and (B) pay to Executive an additional amount equal to the Bonus actually paid in the year prior to such termination (the "Severance Payments"). The Severance Payments shall be made in substantially equal installments over the Continuation Period in accordance with Company payroll practices, unless the CEO or the Board approves payment in a lump sum. In addition, the Company shall pay to Executive a prorated bonus (the "Prorated Bonus") for the year of termination, payable when such bonuses are paid to other senior executives of the Company, calculated as the Bonus Executive would have received in such year based on the Company's actual performance multiplied by a fraction, the numerator of which is the number of business days during the year of termination that Executive was employed and the denominator of which is the total number of business days during the year of termination. The Company shall also continue to provide Executive during the Continuation Period with qualified and nonqualified defined benefit and defined contribution pension, life insurance, medical and other benefits set forth on the signature page hereof (collectively, the "Continuation Benefits"); provided, however, that the Company shall not be obligated to provide any -------- ------- benefits under tax qualified plans which are not permitted by the terms of such plan or by applicable law or could jeopardize the plan's tax status; provided, -------- further, that any such coverage shall terminate to the extent that Executive is ------- offered or obtains comparable benefits from any other employer during the Continuation Period. Notwithstanding the foregoing, if Executive breaches any provision of Section 11 hereof, the remaining balance of the Severance Payments, the Prorated Bonus and any Continuation Benefits shall be forfeited.

Termination Not for Cause or for Good Reason. (a) The Company or Executive may terminate Executive's Term of Employment ’s employment at any time for any reason by written notice at least thirty (30) days in advancereason. If Executive's ’s employment is terminated (i) by the Company other than for Cause (as defined in Section 6.2(b6.2 hereof) hereof), or as a result of Executive’s death or Permanent Disability (as defined in Section 6.3 6.2 hereof) ), or death or (ii) by if Executive terminates her employment for Good Reason (as defined in Section 6.1(b6.1 (d) hereof)) prior to the Termination Date, the Company, as liquidated damages and in lieu Executive shall receive: (i) any accrued but unpaid portion of any other damages therefor, shall (A) continue to pay to Executive Base Salary through the end date of such termination, payable within fifteen (15) days of the Initial Term if date of such termination occurs during (or earlier if required by applicable law); (ii) any unreimbursed business expenses incurred through the first year date of the Initial Term or for a period of one year for such termination thereafter and for which reimbursement is permitted under the Company’s policies (payable in accordance with the "Continuation Period"Company’s policies); and (iii) all other payments and benefits to which Executive is entitled pursuant to the terms of any employment benefit plan or program in which Executive participated on the date of such termination, with such payments to be made payable in accordance with the terms of such plans or programs (the amounts described above in (i) through (iii) being the “Accrued Amounts”). In addition to the Accrued Amounts, subject to Executive’s continued compliance with the terms of this Agreement, including, but not limited to, the provisions of Section 3.1. and 12 hereof, the Executive shall be entitled to: (A) continue to receive Base Salary for the Severance Period (defined below), payable in accordance with the Company’s payroll practices (“Salary Continuation”); (B) pay to Executive an additional amount equal to the Bonus actually paid immediately vest in the year prior unvested portion of the Option (if any) which would have vested during the Severance Period had Executive remained employed with the Company through the end of the Severance Period; and (C) if Executive then participates in the Company’s medical plan(s) and the Executive timely elects to such termination continue to receive group health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (the "Severance Payments"“COBRA”). The Severance Payments shall be made in substantially equal installments over the Continuation Period in accordance with Company payroll practices, unless the CEO or the Board approves payment in a lump sum. In addition, the Company shall either directly pay to or reimburse the Executive a prorated bonus (the "Prorated Bonus") for all monthly COBRA premiums incurred by Executive on behalf of both herself and her dependents for the year of terminationSeverance Period (such monthly payments being the “COBRA Amount”), payable when such bonuses are paid provided that in order to other senior executives of the Company, calculated as the Bonus Executive would have received in such year based on the Company's actual performance multiplied by a fractionbe reimbursed, the numerator Executive must provide the Company with adequate documentation of which is her payment of such monthly COBRA premiums. The COBRA Amount shall maintain the number of business days during coverage the year Executive and her dependents (if applicable) had immediately prior to the date of termination of Executive’s employment with the Company (subject to any changes in coverage that effect employees generally). In the event the Executive was employed and does not elect COBRA coverage, the denominator of which is Executive subsequently becomes ineligible for continued COBRA coverage, the total number of business days during the year of termination. The Company shall also continue Executive fails to provide the Company with adequate documentation of her payment of such COBRA premiums (if applicable), or the Executive during does not execute the Continuation Period with qualified and nonqualified defined benefit and defined contribution pensionRelease or subsequently revokes the Release, life insurance, medical and other benefits set forth on the signature page hereof (collectively, the "Continuation Benefits"); provided, however, that the Company shall not no longer be obligated to provide pay the Executive any benefits under tax qualified plans which are not permitted by the terms of such plan or by applicable law or could jeopardize the plan's tax status; provided, further, that any such coverage shall terminate to the extent that Executive is offered or obtains comparable benefits from any other employer during the Continuation Period. Notwithstanding the foregoing, if Executive breaches any provision of Section 11 hereof, the remaining balance portion of the Severance Payments, the Prorated Bonus and any Continuation Benefits shall be forfeitedCOBRA Amount.

Termination Not for Cause or for Good Reason. (a) The Company or -------------------------------------------- Executive may terminate Executive's Term of Employment at any time for any reason by written notice at least thirty (30) days in advance. If Executive's employment is terminated (i) by the Company other than for Cause (as defined in Section 6.2(b) hereof), Disability (as defined in Section 6.3 hereof) or death or (ii) by Executive for Good Reason (as defined in Section 6.1(b) hereof), the Company, as liquidated damages and in lieu of any other damages therefor, shall (A) continue to pay to Executive Base Salary through the end of the Initial Term if such termination occurs during the first year of the Initial Term or for a period of one year for such termination thereafter (the "Continuation Period"), with such payments to be made in accordance with the terms of Section 3.1. and (B) pay to Executive an additional amount equal to the Bonus actually paid in the year prior to such termination (the "Severance Payments"). The Severance Payments shall be made in substantially equal installments over the Continuation Period in accordance with Company payroll practices, unless the CEO or the Board approves payment in a lump sum. In addition, the Company shall pay to Executive a prorated bonus (the "Prorated Bonus") for the year of termination, payable when such bonuses are paid to other senior executives of the Company, calculated as the Bonus Executive would have received in such year based on the Company's actual performance multiplied by a fraction, the numerator of which is the number of business days during the year of termination that Executive was employed and the denominator of which is the total number of business days during the year of termination. The Company shall also continue to provide Executive during the Continuation Period with qualified and nonqualified defined benefit and defined contribution pension, life insurance, medical and other benefits set forth on the signature page hereof (collectively, the "Continuation Benefits"); provided, however, that the Company shall not be obligated to provide any -------- ------- benefits under tax qualified plans which are not permitted by the terms of such plan or by applicable law or could jeopardize the plan's tax status; provided, -------- further, that any such coverage shall terminate to the extent that Executive is ------- offered or obtains comparable benefits from any other employer during the Continuation Period. Notwithstanding the foregoing, if Executive breaches any provision of Section 11 hereof, the remaining balance of the Severance Payments, the Prorated Bonus and any Continuation Benefits shall be forfeited.

Termination Not for Cause or for Good Reason. (a) The Company or Executive may terminate Executive's ’s Term of Employment at any time for any reason by written notice at least thirty (30) days in advance. If Executive's ’s employment is terminated (i) by the Company other than for Cause (as defined in Section 6.2(b) hereof), Disability (as defined in Section 6.3 hereof) or death or (ii) by Executive for Good Reason (as defined in Section 6.1(b) hereof), the Company, as liquidated damages and in lieu of any other damages therefor, shall (A) continue to pay to Executive Base Salary through the end of the Initial Term if such termination occurs during the first year of the Initial Term or for a period of one year for such termination thereafter (the "“Continuation Period"”), with such payments to be made in accordance with the terms of Section 3.1. and (B) pay to Executive an additional amount equal to the Bonus actually paid in the year prior to such termination (the "“Severance Payments"”). The Severance Payments shall be made in substantially equal installments over the Continuation Period in accordance with Company payroll practices, unless the CEO or the Board approves payment in a lump sum. In addition, the Company shall pay to Executive a prorated bonus (the "“Prorated Bonus"”) for the year of termination, payable when such bonuses are paid to other senior executives of the Company, calculated as the Bonus Executive would have received in such year based on the Company's ’s actual performance multiplied by a fraction, the numerator of which is the number of business days during the year of termination that Executive was employed and the denominator of which is the total number of business days during the year of termination. The Company shall also continue to provide Executive during the Continuation Period with qualified and nonqualified defined benefit and defined contribution pension, life insurance, medical and other benefits set forth on the signature page hereof (collectively, the "“Continuation Benefits"”); provided, however, that the Company shall not be obligated to provide any benefits under tax qualified plans which are not permitted by the terms of such plan or by applicable law or could jeopardize the plan's ’s tax status; provided, further, that any such coverage shall terminate to the extent that Executive is offered or obtains comparable benefits from any other employer during the Continuation Period. Notwithstanding the foregoing, if Executive breaches any provision of Section 11 hereof, the remaining balance of the Severance Payments, the Prorated Bonus and any Continuation Benefits shall be forfeited.

Termination Not for Cause or for Good Reason. (a) The Company or Executive may terminate Executive's Term of Employment ’s employment at any time for any reason by written notice at least thirty (30) days in advancereason. If Executive's ’s employment is terminated (i) by the Company other than for Cause (as defined in Section 6.2(b6.2 hereof) hereof), or as a result of Executive’s death or Permanent Disability (as defined in Section 6.3 6.2 hereof) ), or death or (ii) by if Executive terminates his employment for Good Reason (as defined in Section 6.1(b6.1 (d) hereof)) prior to the Termination Date, the Company, as liquidated damages and in lieu Executive shall receive: (i) any accrued but unpaid portion of any other damages therefor, shall (A) continue to pay to Executive Base Salary through the end date of such termination, payable within fifteen (15) days of the Initial Term if date of such termination occurs during (or earlier if required by applicable law); (ii) any unreimbursed business expenses incurred through the first year date of the Initial Term or for a period of one year for such termination thereafter and for which reimbursement is permitted under the Company’s policies (payable in accordance with the "Continuation Period"Company’s policies); and (iii) all other payments and benefits to which Executive is entitled pursuant to the terms of any employment benefit plan or program in which Executive participated on the date of such termination, with such payments to be made payable in accordance with the terms of such plans or programs (the amounts described above in (i) through (iii) being the “Accrued Amounts”). In addition to the Accrued Amounts, subject to Executive’s continued compliance with the terms of this Agreement, including, but not limited to, the provisions of Section 3.1. and 12 hereof, the Executive shall be entitled to: (A) continue to receive Base Salary for the Severance Period (defined below), payable in accordance with the Company’s payroll practices (“Salary Continuation”); (B) pay to Executive an additional amount equal to the Bonus actually paid immediately vest in the year prior unvested portion of the Option (if any) which would have vested during the Severance Period had Executive remained employed with the Company through the end of the Severance Period; and (C) if Executive then participates in the Company’s medical plan(s) and the Executive timely elects to such termination continue to receive group health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (the "Severance Payments"“COBRA”). The Severance Payments shall be made in substantially equal installments over the Continuation Period in accordance with Company payroll practices, unless the CEO or the Board approves payment in a lump sum. In addition, the Company shall either directly pay to or reimburse the Executive a prorated bonus (the "Prorated Bonus") for all monthly COBRA premiums incurred by Executive on behalf of both himself and his dependents for the year of terminationSeverance Period (such monthly payments being the “COBRA Amount”), payable when such bonuses are paid provided that in order to other senior executives of the Company, calculated as the Bonus Executive would have received in such year based on the Company's actual performance multiplied by a fractionbe reimbursed, the numerator Executive must provide the Company with adequate documentation of which is his payment of such monthly COBRA premiums. The COBRA Amount shall maintain the number of business days during coverage the year Executive and his dependents (if applicable) had immediately prior to the date of termination of Executive’s employment with the Company (subject to any changes in coverage that effect employees generally). In the event the Executive was employed and does not elect COBRA coverage, the denominator of which is Executive subsequently becomes ineligible for continued COBRA coverage, the total number of business days during the year of termination. The Company shall also continue Executive fails to provide the Company with adequate documentation of his payment of such COBRA premiums (if applicable), or the Executive during does not execute the Continuation Period with qualified and nonqualified defined benefit and defined contribution pensionRelease or subsequently revokes the Release, life insurance, medical and other benefits set forth on the signature page hereof (collectively, the "Continuation Benefits"); provided, however, that the Company shall not no longer be obligated to provide pay the Executive any benefits under tax qualified plans which are not permitted by the terms of such plan or by applicable law or could jeopardize the plan's tax status; provided, further, that any such coverage shall terminate to the extent that Executive is offered or obtains comparable benefits from any other employer during the Continuation Period. Notwithstanding the foregoing, if Executive breaches any provision of Section 11 hereof, the remaining balance portion of the Severance Payments, the Prorated Bonus and any Continuation Benefits shall be forfeitedCOBRA Amount.