Common use of Termination Without Cause by Employer Clause in Contracts

Termination Without Cause by Employer. Employer may terminate Executive’s employment without Cause at any time and for any (or no) reason. If Employer terminates Executive’s employment without Cause, Executive shall be entitled to receive the Standard Entitlements, which shall be paid to Executive within 30 days following termination or earlier if required by law. In addition to the above, so long as Executive timely complies with all of the conditions in Section 4.2.1 below, Executive will be entitled to an aggregate severance payment equal to the sum of (i) an amount equal to 100% of the greater of Executive’s then Base Salary or original Base Salary, plus (ii) a portion of the Target Bonus prorated based on the number of days Executive was employed during the period on which the Target Bonus is based, plus (iii) an amount equal to the premiums Executive would be required to pay to continue life, accident, medical, dental and vision insurance coverage under the Company’s insurance plans for Executive and his eligible dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for a period of twelve(12) months following the date of termination, plus (iv) the amount necessary for Executive to continue life, accident, medical and dental insurance benefits for Executive and his eligible dependents for insurance coverage that he personally maintained in amounts substantially similar to those which Executive was entitled to receive under Section 3 of this Agreement immediately prior to the date of termination for a period of twelve(12) months following the date of termination (collectively, the “Severance Payment”). Subject to Sections 5 and 10, the Severance Payment shall be paid to Executive (less applicable state and federal taxes or other payroll deductions) in standard payroll cycles until the end of the twelfth month following the date of termination, provided that such payments shall not commence before Executive has satisfied the Release requirements specified in Section 4.2.1 and provided, further, that the initial payment shall commence sixty days after the Executive’s Separation from Service occurs. As used herein, a “Separation from Service” occurs when Executive dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder. Upon Executive’s termination of employment by the Company without Cause, subject to Section 5 and also subject to Executive timely satisfying the conditions specified in Section 4.2.1, any unvested portion of Executive’s then outstanding stock options and other equity-based awards granted by the Company that would otherwise vest during the twelve (12) months following the date of such termination shall vest in full as of the date of such termination, and, in the case of such vested stock options (including those stock options whose vesting was accelerated pursuant to the preceding clause), may be exercised in whole or in part at any time within one (1) year of the date of such termination without Cause, subject to earlier termination upon the expiration of the maximum term of the applicable options or in connection with a corporate transaction involving the Company to the extent provided in the Plan and/or the award agreements that evidence such options (collectively, the “Accelerated Vesting and Extended Exercise Period Severance Benefit”). In the event of such termination without Cause, all of Employer’s other obligations pursuant to this Agreement except as provided in this Section 4.2 shall terminate automatically and extinguish completely following the date of such termination without Cause.

Termination Without Cause by Employer. Employer may terminate Executive’s employment without Cause at any time and for any (or no) reasonupon notice to Executive provided in accordance with Section 4.7. If Employer terminates Executive’s employment without CauseCause at any time during Executive’s employment, including without limitation any notice by Employer of non-extension or intent to terminate under Sections 1.2 and 4.3 of this Agreement, Employer shall pay to Executive (a) the same payments and benefits set forth in Section 4.2 and, in addition thereto, subject to Executive’s compliance with the obligations in the last sentence of this Section 4.3, (b) Salary for 12 months following termination of employment, paid in normal payroll installments consistent with Employer’s payroll practices as in effect from time to time; (c) if Executive timely elects health insurance continuation coverage (“COBRA Coverage”) under Employer’s group health plan pursuant to Section 4980B of the Internal Revenue Code and Part 6 of Subtitle B of Title I of ERISA, and so long as Executive abides at all times by the requirements of COBRA, Employer will pay the cost of Executive’s COBRA premiums for the 12 months following termination of employment (subject to the remainder of this Section 4.3); and (d) a pro-rated Annual Bonus for the year in which the termination of employment occurs, based on the Employer’s performance during such year, pro-rated based on the number of days elapsed during such year prior to termination of employment, which shall be paid on the date on which annual bonuses are paid to other senior executives of Employer for such year (items (b), (c) and (d), referred to herein as, the “Severance”). Notwithstanding anything to the contrary herein, Executive’s COBRA Coverage shall terminate when Executive becomes eligible under any employee benefit plan made available by another employer covering substantially similar health and dental benefits. Executive shall notify Employer within ten (10) days after becoming eligible for any such benefits. It is agreed and understood that Executive shall be entitled to receive the Standard Entitlements, which shall be paid to Executive Severance if and only if within 30 sixty (60) days following termination or earlier if required by law. In addition of employment (the “Release Period”) Executive has executed and delivered to Employer the aboveGeneral Release substantially in the accordance with Employer’s standard release form (the “General Release”), a form of which is attached hereto as Exhibit “A,” and the General Release has become effective, and so long as Executive timely complies with all has not revoked or breached the provisions of the conditions in Section 4.2.1 below, Executive will be entitled to an aggregate severance payment equal to the sum of (i) an amount equal to 100% General Release or breached any of the greater provisions of Executive’s then Base Salary or original Base SalaryArticles 6, plus (ii) a portion and/or 8 hereof, including the provisions of the Target Bonus prorated based on the number of days Executive was employed during the period on which the Target Bonus is based, plus (iii) an amount equal to the premiums Executive would be required to pay to continue life, accident, medical, dental and vision insurance coverage under the Company’s insurance plans for Executive and his eligible dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for a period of twelve(12) months following the date of termination, plus (iv) the amount necessary for Executive to continue life, accident, medical and dental insurance benefits for Executive and his eligible dependents for insurance coverage that he personally maintained in amounts substantially similar to those which Executive was entitled to receive under Section 3 of this Agreement immediately prior to the date of termination for a period of twelve(12) months following the date of termination (collectively, the “Severance Payment”). Subject to Sections 5 and 10, the Severance Payment shall be paid to Executive (less applicable state and federal taxes or other payroll deductions) in standard payroll cycles until the end of the twelfth month following the date of termination, provided that such payments shall not commence before Executive has satisfied the Release requirements specified in Section 4.2.1 and provided, further, that the initial payment shall commence sixty days after the Executive’s Separation from Service occurs. As used herein, a “Separation from Service” occurs when Executive dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder. Upon Executive’s termination of employment by the Company without Cause, subject to Section 5 and also subject to Executive timely satisfying the conditions specified in Section 4.2.1, any unvested portion of Executive’s then outstanding stock options and other equity-based awards granted by the Company that would otherwise vest during the twelve (12) months following the date of such termination shall vest in full as of the date of such termination, and, in the case of such vested stock options (including those stock options whose vesting was accelerated pursuant to the preceding clause), may be exercised in whole or in part at any time within one (1) year of the date of such termination without Cause, subject to earlier termination upon the expiration of the maximum term of the applicable options or in connection with a corporate transaction involving the Company to the extent provided in the Plan and/or the award agreements that evidence such options (collectively, the “Accelerated Vesting and Extended Exercise Period Severance Benefit”)CPIN Agreement. In the event of such termination without Causethat the Release Period includes two calendar years, all of Employer’s other obligations pursuant to this Agreement except as provided the Severance payments shall be made in this Section 4.2 shall terminate automatically and extinguish completely following the date of such termination without Causesecond calendar year.

Termination Without Cause by Employer. Employer may terminate Executive’s 's employment without Cause at any time and for any (or no) reasontime. If Employer terminates Executive’s 's employment without Cause, Executive shall be entitled to receive the Standard Entitlements, which shall be paid to Executive within 30 days following termination or earlier if required by law. In addition to the above, so long as in the event that (i) Executive timely complies with all of the conditions in Section 4.2.1 belowparagraph 5.2.1 below and (ii) Employer terminates Executive's employment without Cause prior to the date on which a new President and CEO that is hired by the Company commences his employment as President and CEO (the "New CEO Hire Date"), then Executive will be entitled to an aggregate severance payment equal to Executive's then Base Salary, payable on a pro-rated basis in accordance with Employer's regular payroll practices, for the sum twelve (12) months immediately following such termination date (the "Severance Payment"); PROVIDED, HOWEVER, that, if Executive is removed from his positions as President and CEO as a result of the hiring of a new President and CEO by the Company, then such removal shall not constitute termination without Cause hereunder and Executive shall not be entitled to the Severance Payment. In addition, if (i) an amount equal to 100% Employer has appointed Executive as Employer's Chairman of the greater of Executive’s then Base Salary or original Base SalaryBoard, plus and (ii) a portion of Employer terminates Executive from such position without Cause on or before the Target Bonus prorated based on the number of days Final Severance Date (as defined below), then Executive was employed during the period on which the Target Bonus is based, plus (iii) an amount equal to the premiums Executive would will be required to pay to continue life, accident, medical, dental and vision insurance coverage under the Company’s insurance plans for Executive and his eligible dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for a period of twelve(12) months following the date of termination, plus (iv) the amount necessary for Executive to continue life, accident, medical and dental insurance benefits for Executive and his eligible dependents for insurance coverage that he personally maintained in amounts substantially similar to those which Executive was entitled to receive under Section 3 of this Agreement immediately prior to the date of termination for a period of twelve(12) months following the date of termination (collectively, the “Severance Payment”). Subject to Sections 5 and 10, the Severance Payment shall be paid to provided that Executive (less applicable state and federal taxes or other payroll deductions) in standard payroll cycles until the end complies with all of the twelfth month following the date of termination, provided that such payments shall not commence before Executive has satisfied the Release requirements specified conditions in Section 4.2.1 and provided, further, that the initial payment shall commence sixty days after the Executive’s Separation from Service occurs. As used herein, a “Separation from Service” occurs when Executive dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunderparagraph 5.2.1 below. Upon Executive’s 's termination of employment by the Company without Cause, subject to Section 5 and also subject to Executive timely satisfying the conditions specified in Section 4.2.1above, any unvested portion shares of Common Stock underlying Executive’s 's then outstanding stock options and other equity-based awards granted by the Company that otherwise would otherwise vest during the twelve (12) months following the date of such termination shall vest in full and shall be immediately exercisable as of the date of such termination, and, in the case of and such vested stock options (including those stock options whose vesting was accelerated pursuant to the preceding clause), may be exercised in whole or in part at any time within one thirty (130) year days of the date of such termination without Cause, subject to earlier termination upon the expiration of the maximum term of the applicable options or in connection with a corporate transaction involving the Company to the extent provided in the Plan and/or the award agreements that evidence such options (collectively, the “Accelerated Vesting and Extended Exercise Period Severance Benefit”). In the event of such termination without Cause, all of Employer’s 's other obligations pursuant to this Agreement except as provided in this Section 4.2 shall terminate automatically and extinguish completely following the date of such termination without Cause. As used herein, the "Final Severance Date" shall mean the first anniversary of the New CEO Hire Date.

Termination Without Cause by Employer. Employer may terminate Executive’s employment employment, without Cause Cause, at any time and for any (or no) reasontime. If Employer terminates Executive’s employment without Cause, Executive shall be entitled to receive the Standard Entitlements, which shall be paid to Executive within 30 days following termination or earlier if required by law. In addition to the above, so long as Executive timely complies with all of the conditions in Section 4.2.1 below, Executive will be entitled to an aggregate severance payment equal to the sum of (i) an amount equal to 100150% of the greater of the Executive’s then Base Salary or original Base Salary, plus (ii) a portion of the Target Bonus prorated based on the number of days Executive was employed during the period on which the Target Bonus is based, plus (iii) an amount equal to the premiums Executive Employee would be required to pay to continue life, accident, medical, dental and vision insurance coverage under the Company’s insurance plans for Executive and his eligible dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for a period of twelve(12eighteen (18) months following the date of termination, plus (iv) the amount necessary for Executive to continue life, accident, medical and dental insurance benefits for Executive Employee and his eligible dependents for insurance coverage that he personally maintained in amounts substantially similar to those which Executive Employee was entitled to receive under Section 3 of this Agreement immediately prior to the date of termination for a period of twelve(12) 18 months following the date of termination (which amount shall be reduced by the amount of any reimbursements made by the Company to Employee pursuant to clause (iii) above, if any) (collectively, the “Severance Payment”). Subject to Sections 5 and Section 10, the Severance Payment shall be paid to Executive (less applicable state and federal taxes or other payroll deductions) in standard monthly installments in accordance with Employer’s regular payroll cycles until practices for the end of the twelfth month 18 months following the date of termination, provided that such payments shall not commence before Executive has satisfied before: (i) Employer receives an executed copy of the Release requirements specified (defined in Section 4.2.1 4.2.1) from Executive; and (ii) Executive’s right to revoke the Release has lapsed under applicable law and the terms of the Release, and provided, further, that the initial payment such payments shall commence sixty days after in the month following the month in which Executive’s Separation from Service occurs. As used herein, a “Separation from Service” occurs when Executive dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder. Upon Executive’s termination of employment by the Company without Cause, subject to Section 5 and also subject to Executive timely satisfying the conditions specified in Section 4.2.1above, any unvested portion of Executive’s then outstanding stock options and other equity-based awards granted by the Company that would otherwise vest during the twelve (12) months following the date of such termination shall vest in full as of the date of such termination, and, in the case of such vested stock options (including those stock options whose vesting was accelerated pursuant to the preceding clause), may be exercised in whole or in part at any time within one (1) year of the date of such termination without Cause, subject to earlier termination upon the expiration of the maximum term of the applicable options or in connection with a corporate transaction involving the Company to the extent provided in the Plan and/or the award agreements that evidence such options (collectively, the “Accelerated Vesting and Extended Exercise Period Severance Benefit”). In the event of such termination without Cause, all of Employer’s other obligations pursuant to this Agreement except as provided in this Section 4.2 shall terminate automatically and extinguish completely following the date of such termination without Cause.

Termination Without Cause by Employer. Employer may terminate Executive’s employment employment, without Cause Cause, at any time and for any (or no) reasontime. If Employer terminates Executive’s employment without CauseCause (including, for purposes of clarity, a termination by the Employer at the end of the term then in effect under Section 1.2), Executive shall be entitled to receive the Standard Entitlements, which shall be paid to Executive within 30 days following termination or earlier if required by law. In addition to the above, so long as Executive timely complies with all of the conditions in Section 4.2.1 below, Executive will be entitled to an aggregate severance payment equal to the sum of (i) an amount equal to 100150% of the greater of the Executive’s then Base Salary or original Base Salary, plus (ii) a portion of the Target Bonus prorated based on the number of days Executive was employed during the period on which the Target Bonus is based, plus (iii) an amount equal to the premiums Executive would be required to pay to continue life, accident, medical, dental and vision insurance coverage under the Company’s insurance plans for Executive and his eligible dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for a period of twelve(12eighteen (18) months following the date of termination, plus (iv) the amount necessary for Executive to continue life, accident, medical and dental insurance benefits for Executive and his eligible dependents for insurance coverage that he personally maintained in amounts substantially similar to those which Executive was entitled to receive under Section 3 of this Agreement immediately prior to the date of termination for a period of twelve(12) 18 months following the date of termination (without duplication of any reimbursements made by the Company to Executive for such coverage pursuant to clause (iii) above) (collectively, the “Severance Payment”). Subject to Sections 5 and Section 10, the Severance Payment shall be paid to Executive (less applicable state and federal taxes or other payroll deductions) in standard monthly installments in accordance with Employer’s regular payroll cycles until practices for the end of the twelfth month 18 months following the date of termination, provided that such payments shall not commence before Executive has satisfied before: (i) Employer receives an executed copy of the Release requirements specified (defined in Section 4.2.1 4.2.1) from Executive; and (ii) Executive’s right to revoke the Release has lapsed under applicable law and the terms of the Release, and provided, further, that the initial payment such payments shall commence sixty days after in the month following the month in which Executive’s Separation from Service occurs. As used herein, a “Separation from Service” occurs when Executive dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder. Upon Executive’s termination of employment by the Company without Cause, subject to Section 5 and also subject to Executive timely satisfying the conditions specified in Section 4.2.1, any unvested portion of Executive’s then outstanding stock options and other equity-based awards granted by the Company that would otherwise vest during the twelve (12) months following the date of such termination shall vest in full as of the date of such termination, and, in the case of such vested stock options (including those stock options whose vesting was accelerated pursuant to the preceding clause), may be exercised in whole or in part at any time within one (1) year of the date of such termination without Cause, subject to earlier termination upon the expiration of the maximum term of the applicable options or in connection with a corporate transaction involving the Company to the extent provided in the Plan and/or the award agreements that evidence such options (collectively, the “Accelerated Vesting and Extended Exercise Period Severance Benefit”). In the event of such termination without Cause, all of Employer’s other obligations pursuant to this Agreement except as provided in this Section 4.2 shall terminate automatically and extinguish completely following the date of such termination without Cause.

Termination Without Cause by Employer. Employer may terminate Executive’s employment without Cause at any time and for any (or no) reason. If Employer terminates Executive’s employment without CauseCause (including, for purposes of clarity, a termination by the Employer at the end of the term then in effect under Section 1.2), Executive shall be entitled to receive the Standard Entitlements, which shall be paid to Executive within 30 days following termination or earlier if required by law. In addition to the above, so long as Executive timely complies with all of the conditions in Section 4.2.1 below, Executive will be entitled to an aggregate severance payment equal to the sum of (i) an amount equal to 100% of the greater of Executive’s then Base Salary or original Base Salary, plus (ii) a portion of the Target Bonus prorated based on the number of days Executive was employed during the period on which the Target Bonus is based, plus (iii) an amount equal to the premiums Executive would be required to pay to continue life, accident, medical, dental and vision insurance coverage under the Company’s insurance plans for Executive and his eligible dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for a period of twelve(12twelve (12) months following the date of termination, plus (iv) the amount necessary for Executive to continue life, accident, medical medical, dental and dental vision insurance benefits for Executive and his eligible dependents for insurance coverage that he personally maintained in amounts substantially similar to those which Executive was entitled to receive under Section 3 of this Agreement immediately prior to the date of termination for a period of twelve(12twelve (12) months following the date of termination (without duplication of any reimbursements made by the Company to Executive for such coverage pursuant to clause (iii) above) (collectively, the “Severance Payment”). Subject to Sections 5 and 10, the Severance Payment shall be paid to Executive (less applicable state and federal taxes or other payroll deductions) in standard monthly installments in accordance with Employer’s regular payroll cycles until practices for the end of the twelfth month 12 months following the date of termination, provided that such payments shall not commence before Executive has satisfied before: (i) Employer receives an executed copy of the Release requirements specified (defined in Section 4.2.1 4.2.1) from Executive; and (ii) Executive’s right to revoke the Release has lapsed under applicable law and the terms of the Release, and provided, further, that the initial payment such payments shall commence sixty days after in the month following the month in which Executive’s Separation from Service occurs. As used herein, a “Separation from Service” occurs when Executive dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder. Upon Executive’s termination of employment by the Company without Cause, subject to Section 5 and also subject to Executive timely satisfying the conditions specified in Section 4.2.1, any unvested portion of Executive’s then outstanding stock options and other equity-based awards granted by the Company that would otherwise vest during the twelve (12) months following the date of such termination shall vest in full as of the date of such termination, and, in the case of such vested stock options (including those stock options whose vesting was accelerated pursuant to the preceding clause), may be exercised in whole or in part at any time within one (1) year of the date of such termination without Cause, subject to earlier termination upon the expiration of the maximum term of the applicable options or in connection with a corporate transaction involving the Company to the extent provided in the Plan and/or the award agreements that evidence such options (collectively, the “Accelerated Vesting and Extended Exercise Period Severance Benefit”). In the event of such termination without Cause, all of Employer’s other obligations pursuant to this Agreement except as provided in this Section 4.2 shall terminate automatically and extinguish completely following the date of such termination without Cause.

Termination Without Cause by Employer. Employer may terminate Executive’s employment without Cause at any time and for any (or no) reasonupon notice to Executive provided in accordance with Section 4.7. If Employer terminates Executive’s employment without CauseCause at any time during Executive’s employment, including without limitation any notice by Employer of non-extension or intent to terminate under Sections 1.2 and 4.3 of this Agreement, Employer shall pay to Executive (a) the same payments and benefits set forth in Section 4.2 and, in addition thereto, subject to Executive’s compliance with the obligations in the last sentence of this Section 4.3, (b) in addition to any unpaid amount of the Guaranteed Bonus, Salary for 12 months following termination of employment, paid in normal payroll installments consistent with Employer’s payroll practices as in effect from time to time; (c) if Executive timely elects health insurance continuation coverage (“COBRA Coverage”) under Employer’s group health plan pursuant to Section 4980B of the Internal Revenue Code and Part 6 of Subtitle B of Title I of ERISA, and so long as Executive abides at all times by the requirements of COBRA, Employer will pay the cost of Employee’s COBRA premiums for the 12 months following termination of employment (subject to the remainder of this Section 4.3); and (d) a pro-rated Annual Bonus for the year in which the termination of employment occurs, based on the Employer’s performance during such year, pro-rated based on the number of days elapsed during such year prior to termination of employment, which shall be paid on the date on which annual bonuses are paid to other senior executives of Employer for such year (items (b), (c) and (d), referred to herein as, the “Severance”). Notwithstanding anything to the contrary herein, Executive’s COBRA Coverage shall terminate when Executive becomes eligible under any employee benefit plan made available by another employer covering substantially similar health and dental benefits. Executive shall notify Employer within ten (10) days after becoming eligible for any such benefits. It is agreed and understood that Executive shall be entitled to receive the Standard Entitlements, which shall be paid to Executive Severance if and only if within 30 sixty (60) days following termination or earlier if required by law. In addition of employment (the “Release Period”) Executive has executed and delivered to Employer the aboveGeneral Release substantially in accordance with the Company’s standard release form hereto (the “General Release”) and the General Release has become effective, and so long as Executive timely complies with all has not revoked or breached the provisions of the conditions in Section 4.2.1 belowGeneral Release or breached the provisions of Articles 6, Executive will be entitled to an aggregate severance payment equal to 7, and/or 8 hereof, including the sum of (i) an amount equal to 100% provisions of the greater of Executive’s then Base Salary or original Base Salary, plus (ii) a portion of the Target Bonus prorated based on the number of days Executive was employed during the period on which the Target Bonus is based, plus (iii) an amount equal to the premiums Executive would be required to pay to continue life, accident, medical, dental and vision insurance coverage under the Company’s insurance plans for Executive and his eligible dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for a period of twelve(12) months following the date of termination, plus (iv) the amount necessary for Executive to continue life, accident, medical and dental insurance benefits for Executive and his eligible dependents for insurance coverage that he personally maintained in amounts substantially similar to those which Executive was entitled to receive under Section 3 of this Agreement immediately prior to the date of termination for a period of twelve(12) months following the date of termination (collectively, the “Severance Payment”). Subject to Sections 5 and 10, the Severance Payment shall be paid to Executive (less applicable state and federal taxes or other payroll deductions) in standard payroll cycles until the end of the twelfth month following the date of termination, provided that such payments shall not commence before Executive has satisfied the Release requirements specified in Section 4.2.1 and provided, further, that the initial payment shall commence sixty days after the Executive’s Separation from Service occurs. As used herein, a “Separation from Service” occurs when Executive dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder. Upon Executive’s termination of employment by the Company without Cause, subject to Section 5 and also subject to Executive timely satisfying the conditions specified in Section 4.2.1, any unvested portion of Executive’s then outstanding stock options and other equity-based awards granted by the Company that would otherwise vest during the twelve (12) months following the date of such termination shall vest in full as of the date of such termination, and, in the case of such vested stock options (including those stock options whose vesting was accelerated pursuant to the preceding clause), may be exercised in whole or in part at any time within one (1) year of the date of such termination without Cause, subject to earlier termination upon the expiration of the maximum term of the applicable options or in connection with a corporate transaction involving the Company to the extent provided in the Plan and/or the award agreements that evidence such options (collectively, the “Accelerated Vesting and Extended Exercise Period Severance Benefit”). In the event of such termination without Cause, all of Employer’s other obligations pursuant to this Agreement except as provided in this Section 4.2 shall terminate automatically and extinguish completely following the date of such termination without CauseCPIN Agreement.

Termination Without Cause by Employer. Employer may terminate Executive’s employment employment, without Cause Cause, at any time and for any (or no) reasontime. If Employer terminates Executive’s employment without Cause, Executive shall be entitled to receive the Standard Entitlements, which shall be paid to Executive within 30 days following termination or earlier if required by law. In addition to the above, so long as Executive timely complies with all of the conditions in Section 4.2.1 5.2.1 below, Executive will be entitled to an aggregate severance payment equal to the sum of (i) an amount equal to 100% of the greater of Executive’s then Base Salary or original Base Salary, plus (ii) a portion of the Target Bonus prorated based on the number of days total bonus amount paid to Executive was employed pursuant to Section 2.2, if any, during the period on which the Target Bonus is based, plus (iii) an amount equal to the premiums Executive would be required to pay to continue life, accident, medical, dental and vision insurance coverage under the Company’s insurance plans for Executive and his eligible dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for a period of twelve(12) 12 months following the date of termination, plus (iv) the amount necessary for Executive to continue life, accident, medical and dental insurance benefits for Executive and his eligible dependents for insurance coverage that he personally maintained in amounts substantially similar to those which Executive was entitled to receive under Section 3 of this Agreement immediately prior to the date of termination for a period of twelve(12) months following preceding the date of termination (collectively, the “Severance Payment”). Subject to Sections 5 and 10Section 11, the Severance Payment shall be paid to Executive (less applicable state and federal taxes or other payroll deductions) on a pro-rated basis in standard accordance with Employer’s regular payroll cycles until practices for the end of the twelfth month 12 months immediately following the date of termination, provided that such payments shall not commence before Executive has satisfied before: (i) Employer receives an executed copy of the Release requirements specified (defined in Section 4.2.1 5.2.1) from Executive; and provided, further, that the initial payment shall commence sixty days after the (ii) Executive’s Separation from Service occurs. As used herein, a “Separation from Service” occurs when Executive dies, retires, or otherwise right to revoke the Release has a termination lapsed under applicable law and the terms of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunderRelease. Upon Executive’s termination of employment by the Company without Cause, subject to Section 5 and also subject to Executive timely satisfying the conditions specified in Section 4.2.1above, any unvested portion shares of Common Stock underlying Executive’s then outstanding stock options and other equity-based awards granted by the Company that otherwise would otherwise vest during the twelve (12) months following the date of such termination shall vest in full and shall be immediately exercisable as of the date of such termination, and, in the case of and such vested stock options (including those stock options whose vesting was accelerated pursuant to the preceding clause), may be exercised in whole or in part at any time within one ninety (190) year days of the date of such termination without Cause, subject to earlier termination upon the expiration of the maximum term of the applicable options or in connection with a corporate transaction involving the Company to the extent provided in the Plan and/or the award agreements that evidence such options (collectively, the “Accelerated Vesting and Extended Exercise Period Severance Benefit”). In the event of such termination without Cause, all of Employer’s other obligations pursuant to this Agreement except as provided in this Section 4.2 shall terminate automatically and extinguish completely following the date of such termination without Cause.