Common use of Termination Without Cause or for Good Clause in Contracts

Termination Without Cause or for Good. Reason other than within one year after a Change in Control. Upon termination of Executive’s employment by Company without Cause pursuant to Section 4.1.4 or upon termination of Executive’s employment by Executive for Good Reason pursuant to Section 4.1.6, in either case prior to, or more than one year after, a Change in Control, Company shall have no further obligation to Executive under this Agreement or otherwise, except to pay or provide the following to Executive: 4.2.3.1 Any accrued and unpaid annual base salary prorated to the date of termination (including accrued vacation, but less applicable withholdings) and reimbursement of any unpaid reimbursable expenses owed by Company to Executive through the termination date, which amounts shall be paid to Executive in a lump sum in cash within 30 days after the date of termination. 4.2.3.2 Severance compensation totaling one (1) year’s annual base salary at time of termination plus a prorated amount of Annual Bonus at target level for the fiscal year in which Executive’s employment terminates, such proration based on the number of days in such fiscal year prior to Executive’s termination date divided by 365. Such severance compensation shall be paid to Executive in a lump sum in cash within 60 days after the date of termination, or such later date as may be required by Section 10 of this Agreement. 4.2.3.3 Provided that Executive elects group health insurance continuation coverage for himself, his spouse and dependents under a Company plan or plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or any comparable California or other state law (“COBRA”), Company shall pay or reimburse Executive for the COBRA premiums for such coverage for a period of twelve (12) months following Executive’s termination date. 4.2.3.4 Each of the payments and other benefits to be provided under Sections 4.2.3.2 and 4.2.3.3 above shall be subject to the provisions of Section 10 of this Agreement and shall be conditioned upon (i) Executive executing a Separation Agreement, which shall include among other things the language set forth in Exhibit A, and (ii) Executive’s compliance with his obligations under Article 6; provided, however, that Company may in its reasonable discretion revise the language in Exhibit A at any time prior to the execution of the Separation Agreement to update it to comply with developments in the law governing such types of agreements. Severance compensation pursuant to this Section 4.2.3 shall be in lieu of any other severance benefit or other right or remedy to which Executive would otherwise be entitled under Company’s plans, policies or programs in effect on the Effective Date or thereafter. Executive acknowledges and agrees that in the event Executive breaches any provision of Article 6 or the Separation Agreement, his right to receive severance payments and other benefits under Sections 4.2.3.2 and 4.2.3.3 shall automatically terminate and Executive shall repay, return and restore any and all payments and benefits received under such sections.

Termination Without Cause or for Good. Reason other than within one year after a Change in Control. Upon termination of Executive’s employment by Company without Cause pursuant to Section 4.1.4 or upon termination of Executive’s employment by Executive for Good Reason pursuant to Section 4.1.6, in either case prior to, or more than one year after, a Change in Control, Company shall have no further obligation to Executive under this Agreement or otherwise, except to pay or provide the following to Executive: 4.2.3.1 Any accrued and unpaid annual base salary prorated to the date of termination (including accrued vacation, but less applicable withholdings) and reimbursement of any unpaid reimbursable expenses owed by Company to Executive through the termination date, which amounts shall be paid to Executive in a lump sum in cash within 30 days after the date of termination. 4.2.3.2 Severance compensation totaling one (1) year’s annual base salary at time of termination plus a prorated amount of Annual Bonus at target level for the fiscal year in which Executive’s employment terminates, such proration based on the number of days in such fiscal year prior to Executive’s termination date divided by 365. Such severance compensation shall be paid to Executive in a lump sum in cash within 60 days after the date of termination, or such later date as may be required by Section 10 of this Agreement. 4.2.3.3 Provided that Executive elects group health insurance continuation coverage for himself, his spouse and dependents under a Company plan or plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or any comparable California or other state law (“COBRA”), Company shall pay or reimburse Executive for the COBRA premiums for such coverage for a period of twelve (12) months following Executive’s termination date. 4.2.3.4 Vesting of the Initial Restricted Stock shall be accelerated as follows: the Initial Restricted Stock shall be fully vested upon Executive’s termination date if either (A) Executive’s termination date is on or after January 1, 2016, or (B) at any time between the Effective Date and Executive’s termination date, two or more members concurrently serving on the Board are persons who were neither appointed by the Board nor included in a slate recommended by the Board for election by the Company’s shareholders. 4.2.3.5 Each of the payments payments, stock vesting and other benefits to be provided under Sections 4.2.3.2 4.2.3.2, 4.2.3.3 and 4.2.3.3 4.2.3.4 above shall be subject to the provisions of Section 10 of this Agreement and shall be conditioned upon (i) Executive executing a Separation Agreement, which shall include among other things the language set forth in Exhibit A, and (ii) Executive’s compliance with his obligations under Article 6; provided, however, that Company may in its reasonable discretion revise the language in Exhibit A at any time prior to the execution of the Separation Agreement to update it to comply with developments in the law governing such types of agreements. Severance compensation pursuant to this Section 4.2.3 shall be in lieu of any other severance benefit or other right or remedy to which Executive would otherwise be entitled under Company’s plans, policies or programs in effect on the Effective Date or thereafter. Executive acknowledges and agrees that in the event Executive breaches any provision of Article 6 or the Separation Agreement, his right to receive severance payments stock vesting and other benefits under Sections 4.2.3.2 4.2.3.2, 4.2.3.3 and 4.2.3.3 4.2.3.4 shall automatically terminate and Executive shall repay, return and restore any and all payments and benefits received under such sections.

Termination Without Cause or for Good. Reason other than within one year after a Change in Control(and Death or Disability under Section 4(b)(iii)). Upon termination of If Executive’s employment is terminated by the Company without Cause pursuant to Section 4.1.4 3(a)(iv) or upon termination of Executive’s employment by Executive for Good Reason pursuant to Section 4.1.63(a)(vi) then, subject to Executive signing on or before the 50th day following Executive’s Separation from Service (as defined below), and not revoking, a release of claims and separation agreement in the Company’s customary form (current form attached hereto as Exhibit A), as may be updated from time to time (and (x) including customary exclusions from such release for Executive’s rights to indemnification and directors and officers liability insurance coverage as survive a termination of his employment, and for Executive’s accrued and vested benefits due him under the Company’s employee benefit plans in which he is then a participant; and (y) not including any restrictive covenant that Executive had not otherwise agreed to prior to the Date of Termination), (the “Release”), and Executive’s continued compliance with Sections 5, 6 and 7, Executive shall receive, in either case prior toaddition to payments and benefits set forth in Section 3(c), or more than one year after, a Change in Control, the following benefits: (i) The Company shall have no further obligation pay to Executive under this Agreement or otherwise, except to pay or provide the following to Executive: 4.2.3.1 Any accrued and unpaid annual base salary prorated to the date of termination (including accrued vacation, but less applicable withholdings) and reimbursement of any unpaid reimbursable expenses owed by Company to Executive through the termination date, which amounts shall be paid to Executive in a lump sum cash payment equal to one and half (1.5) times the sum of (A) the Annual Base Salary plus (B) the Target Bonus, each in cash within 30 days after the full amount, as in effect at such time, payable on the second full payroll payment date following the effectiveness of termination.the Release; 4.2.3.2 Severance compensation totaling one (1ii) year’s annual base salary The Company shall pay to Executive an amount equal to the Annual Bonus, as in effect at time such time, determined based on the actual performance of termination plus a prorated amount of Annual Bonus at target level the Company for the full fiscal year in which Executive’s employment terminates, such proration based on prorated for the number of days in such of employment completed during the fiscal year prior to Executive’s termination date divided by 365. Such severance compensation shall be paid to Executive in which the Date of Termination occurs, payable in a lump sum cash amount at the time it would otherwise have been paid in accordance with Section 2(b) had Executive remained employed for the entire fiscal year; (iii) For a termination occurring at any time during or after expiration of the Term by the Company without Cause, by Executive for Good Reason or due to Executive’s death or Disability, unvested RSUs subject to Executive’s Sign-on Equity Award shall fully vest and be paid on the sixtieth (60th) day following the Date of Termination and unvested PSAs subject to Executive’s Sign-on Equity Award shall continue to vest subject only to achievement of performance conditions (i.e., shall fully time-vest); and (iv) The Company shall pay, on the second full payroll payment date following the effectiveness of the Release, to Executive a cash within 60 days after lump sum amount equal to the date premiums Executive would have been required to pay to continue Executive’s and Executive’s covered dependents’ medical, dental and vision coverage in effect on the Date of termination, or such later date as may be required by Section 10 of this Agreement. 4.2.3.3 Provided that Executive elects Termination under the Company’s group health insurance continuation coverage for himself, his spouse and dependents under a Company plan or healthcare plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or any comparable California or other state law amended (“COBRA”), Company shall pay or reimburse Executive for the COBRA premiums for such coverage for a period of twelve eighteen (1218) months following Executive’s termination date. 4.2.3.4 Each the Date of the payments and other benefits to be provided under Sections 4.2.3.2 and 4.2.3.3 above Termination, which amount shall be subject to based on the provisions premium for the first month of Section 10 of this Agreement COBRA coverage and shall be conditioned upon (i) paid regardless of whether or not Executive executing a Separation Agreement, which shall include among other things the language set forth in Exhibit A, and (ii) Executive’s compliance with his obligations under Article 6; provided, however, that Company may in its reasonable discretion revise the language in Exhibit A at any time prior to the execution of the Separation Agreement to update it to comply with developments in the law governing such types of agreements. Severance compensation pursuant to this Section 4.2.3 shall be in lieu of any other severance benefit or other right or remedy to which Executive would otherwise be entitled under Company’s plans, policies or programs in effect on the Effective Date or thereafter. Executive acknowledges and agrees that in the event Executive breaches any provision of Article 6 or the Separation Agreement, his right to receive severance payments and other benefits under Sections 4.2.3.2 and 4.2.3.3 shall automatically terminate and Executive shall repay, return and restore any and all payments and benefits received under such sectionselects COBRA continuation coverage.

Termination Without Cause or for Good. Reason other than within one year two years after a Change in Control. Upon termination of Executive’s employment by the Company without Cause pursuant to Section 4.1.4 or upon termination of Executive’s employment by Executive for Good Reason pursuant to Section 4.1.6, in either case prior to, or more than one year two (2) years after, a Change in ControlControl (as defined in the Equity Plan), the Company shall have no further obligation to Executive under this Agreement or otherwise, except to pay or provide the following to Executive: 4.2.3.1 Any accrued and unpaid annual base salary prorated to the date of termination (including accrued vacation, but less applicable withholdings) and reimbursement of any unpaid reimbursable expenses owed by the Company to Executive through the termination date, which amounts shall be paid to Executive in a lump sum in cash within 30 thirty (30) days after the date of termination. 4.2.3.2 Severance compensation totaling one (1) yearSubject to Section 4.2.3.5, continued payment of Executive’s then-current annual base salary at time for eighteen (18) months following the termination date, payable in substantially equal installments in accordance with the Company’s standard payroll practices (the “Severance Compensation”); provided, that no installment or portion of termination plus the Severance Compensation shall be payable or paid prior to the expiration of the applicable revocation period for the Separation Agreement described in Section 4.2.3.5 below or such later date as may be required by Section 10 of this Agreement. 4.2.3.3 Subject to Section 4.2.3.5, a prorated amount of Annual Bonus at target level for the fiscal year in which Executive’s employment terminates, based on actual performance and paid at the time that annual bonuses, if any, are generally paid to other senior executives of the Company, with such proration based on the number of days in such fiscal year prior to Executive’s termination date divided by 365. Such severance compensation ; provided, that such Annual Bonus shall not be payable or paid prior to Executive the expiration of the applicable revocation period for the Separation Agreement described in a lump sum in cash within 60 days after the date of termination, Section 4.2.3.5 below or such later date as may be required by Section 10 of this Agreement. 4.2.3.3 Provided 4.2.3.4 Subject to Section 4.2.3.5 and provided that Executive is eligible for and timely elects group health insurance continuation coverage for himself, his spouse and dependents under a Company group health plan or plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or any comparable California or other state law (“COBRA”), the Company shall pay or reimburse Executive for the COBRA premiums for such coverage for a period coverage, equal to the employer portion of twelve (12the premium that was in effect under the applicable Company group health plan(s) months following immediately prior to Executive’s termination date, for the period beginning on the Executive’s termination date and ending on the earlier of (i) the eighteen (18) month anniversary of the termination date and (ii) the date as of which Executive becomes eligible to receive comparable benefits from a subsequent employer. Notwithstanding the foregoing, the Company shall have no obligation to make such payment or pay such reimbursement in the event that the provision of such benefit would result in noncompliance with applicable law or the assessment of penalties or fines. 4.2.3.4 4.2.3.5 Each of the payments and other benefits to be provided under Sections 4.2.3.2 4.2.3.2, 4.2.3.3 and 4.2.3.3 4.2.3.4 above (collectively, the “Severance Benefits”) shall be subject to the provisions of Section 10 of this Agreement and shall be conditioned upon (i) Executive executing within thirty (30) days following the termination date, Executive’s timely execution, delivery, and non-revocation of a separation agreement and general release of claims (a “Separation Agreement”), which shall include include, among other things things, the language set forth in Exhibit AD; provided, that in the absence of the timely execution and delivery of such a Separation Agreement or if such Separation Agreement is subsequently revoked by Executive, the Company shall have no obligation to provide the Severance Benefits, and (ii) Executive’s continued compliance with his obligations under Article 6; provided, however, that the Company may in its reasonable discretion revise the language in Exhibit A D at any time prior to the execution of the Separation Agreement to update it to comply with developments in the law governing such types of agreements. The Severance compensation pursuant to this Section 4.2.3 Benefits shall be in lieu of any other severance benefit or other right or remedy to which Executive would otherwise be entitled under the Company’s plans, policies or programs in effect on the Effective Start Date or thereafter. Executive acknowledges and agrees that in the event Executive breaches any provision of Article 6 or the Separation Agreement, his right to receive severance payments and other benefits under Sections 4.2.3.2 and 4.2.3.3 the Severance Benefits shall automatically terminate and Executive shall repay, return and restore any and all payments and benefits received under such sectionsSeverance Benefits received.