Common use of Termination Without Cause; Resignation for Good Reason Clause in Contracts

Termination Without Cause; Resignation for Good Reason. Subject to the provisions set forth in Section 1.7.3, in the case of a termination of Executive’s employment hereunder Without Cause in accordance with Section 1.6.4 above, or Executive’s resignation with Good Reason, the Company (i) shall pay Executive (A) in the event that the Termination takes place on or before August 16, 2009, one year of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and Target Bonus (Target Bonus to be paid at the end of the fiscal year within the time set forth in Section 1.4.2), subject to the tax withholding specified in Section 1.4.1 above or (B) in the event that the Termination takes place after August 16, 2009, two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target Bonus (Target Bonuses to be paid at the end of each fiscal year within the time set forth in Section 1.4.2); and (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to one year after the termination, the Company will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment. Further, subject to the provisions set forth in Section 1.7.3, in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resigns for Good Reason, (i) the Company shall pay Executive a lump sum equal to two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target Bonus; (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to one year after the termination, the Company will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment; and (iii) the Option will immediately vest as set forth in Section 1.5.

Termination Without Cause; Resignation for Good Reason. Subject to Executive’s execution of a Release in accordance with Section 1.7.3 which becomes effective in accordance with its terms on or before the provisions set forth in Section 1.7.360th day following the Termination Date, in the case of a termination of Executive’s employment hereunder Without Cause in accordance with Section 1.6.4 above, or Executive’s resignation with Good Reason, the Company (i) shall pay Executive (Aa) in the event that the Termination Date takes place on or before August 16, 2009, one (1) year of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practicespractices commencing on the 60th day following the Termination Date, with a catch-up payment for payroll dates occurring between the Termination Date and such 60th day) and one (1) year of Target Bonus (Target Bonus to be paid at the end of the fiscal year within the time set forth in Section 1.4.2), subject to the tax withholding specified in Section 1.4.1 above or (Bb) in the event that the Termination Date takes place after August 16, 2009, two (2) years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practicespractices commencing on the 60th day following the Termination Date, with a catch-up payment for payroll dates occurring between the Termination Date and such 60th day) and two (2) years of Target Bonus (Target Bonuses to be paid at the end of each fiscal year within the time set forth in Section 1.4.2); such payments must not however extend beyond the second taxable year of the Executive following the taxable year in which the termination of employment occurred; and (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to of one year after the termination, the Company will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment. Further, subject to Executive’s execution of a Release in accordance with Section 1.7.3 which becomes effective in accordance with its terms on or before the provisions set forth in Section 1.7.360th day following the Termination Date, in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resigns for Good Reason, (i) the Company shall pay to Executive on the 60th day following the Termination Date a lump sum payment in an amount equal to two (2) years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two (2) years of Target Bonus; (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to one year after the termination, the Company will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment; and (iii) the Option will immediately vest as set forth in Section 1.5.

Termination Without Cause; Resignation for Good Reason. Subject to the provisions set forth in Section 1.7.3, in the case of a termination of Executive’s employment hereunder Without Cause in accordance with Section 1.6.4 above, or Executive’s resignation with Good Reason, the Company (i) shall pay Executive (A) in the event that the Termination takes place on or before August 16, 2009one year from the Effective Date, one year of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and Target Bonus (Target Bonus to be paid at the end of the fiscal year within the time set forth in Section 1.4.2), subject to the tax withholding specified in Section 1.4.1 above or (B) in the event that the Termination takes place after August 16, 2009, two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target Bonus (Target Bonuses to be paid at the end of each fiscal year within the time set forth in Section 1.4.2); such payments must not however extend beyond the second taxable year of the Executive following the taxable year in which the termination of employment occurred; and (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to one year after the termination, the Company will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment. Further, subject to the provisions set forth in Section 1.7.3, in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resigns for Good Reason, (i) the Company shall pay Executive a lump sum equal to two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target Bonus, such lump sum payment must be made within 60 days of such termination of employment; (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to one year after the termination, the Company will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment; and (iii) the Option will immediately vest as set forth in Section 1.5.

Termination Without Cause; Resignation for Good Reason. Subject to Executive’s execution of a Release in accordance with Section 1.7.3 which becomes effective in accordance with its terms on or before the provisions set forth in Section 1.7.360th day following the Termination Date, in the case of a termination of Executive’s employment hereunder Without Cause in accordance with Section 1.6.4 above, or Executive’s resignation with Good Reason, the Company (i) shall pay Executive (A) in the event that the Termination Date takes place on or before August 16, 2009one (1) year from the Effective Date, one (1) year of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practicespractices commencing on the 60th day following the Termination Date, with a catch-up payment for payroll dates occurring between the Termination Date and such 60th day) and one (1) year of Target Bonus (Target Bonus to be paid at the end of the fiscal each year within the time set forth in Section 1.4.21.4.2(ii), subject to the tax withholding specified in Section 1.4.1 above ) or (B) in the event that the Termination Date takes place after August 16, 2009two (2) years from the Effective Date, two (2) years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practicespractices commencing on the 60th day following the Termination Date, with a catch-up payment for payroll dates occurring between the Termination Date and such 60th day) and two (2) years of Target Bonus (Target Bonuses to be paid at the end of each fiscal year within the time set forth in Section 1.4.21.4.2(ii)); such payments must not however extend beyond the second taxable year of the Executive following the taxable year in which the termination of employment occurred and (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to of one year after the termination, the Company will pay or reimburse Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment. Further, and alternatively (and not in addition) to the payments described in the prior portion of this section, subject to Executive’s execution of a Release in accordance with Section 1.7.3 which becomes effective in accordance with its terms on or before the provisions set forth in Section 1.7.360th day following the Termination Date, in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resigns for Good Reason, (iA) the Company shall pay to Executive on the 60th day following the Termination Date a lump sum payment in an amount equal to two (2) years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two (2) years of Target Bonus; (iiB) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to of one year after the termination, the Company will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment; and (iiiC) the Option will immediately vest as set forth in Section 1.5.

Termination Without Cause; Resignation for Good Reason. Subject to the provisions set forth in Section 1.7.3, in the case of a termination of Executive’s employment hereunder Without Cause in accordance with Section 1.6.4 above, or Executive’s resignation with Good Reason, the Company (i) shall pay Executive (Aa) in the event that the Termination takes place on or before August 16January 12, 2009, one (1) year of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and Target Bonus (Target Bonus to be paid at the end of the fiscal year within the time set forth in Section 1.4.2), subject to the tax withholding specified in Section 1.4.1 above or (Bb) in the event that the Termination takes place after August 16January 12, 2009, two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target Bonus (Target Bonuses to be paid at the end of each fiscal year within the time set forth in Section 1.4.2); and (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to one year after the termination, the Company will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment. Further, subject to the provisions set forth in Section 1.7.3, in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resigns for Good Reason, (i) the Company shall pay Executive a lump sum equal to two (2) years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target Bonus; (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to one year after the termination, the Company will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment; and (iii) the Option will immediately vest as set forth in Section 1.5.

Termination Without Cause; Resignation for Good Reason. Subject to the provisions set forth in Section 1.7.3, in the case of a termination of Executive’s employment hereunder Without Cause in accordance with Section 1.6.4 above, or Executive’s resignation with Good Reason, the Company (i) shall pay Executive (A) in the event that the Termination takes place on or before August 16, 2009one year from the Effective Date, one year of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and Target Bonus (Target Bonus to be paid at the end of the fiscal year within the time set forth in Section 1.4.2), subject to the tax withholding specified in Section 1.4.1 above or (B) in the event that the Termination takes place after August 16, 2009two years from the Effective Date, two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target Bonus (Target Bonuses to be paid at the end of each fiscal year within the time set forth in Section 1.4.2); such payments must not however extend beyond the second taxable year of the Executive following the taxable year in which the termination of employment occurred; and (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to one year after the termination, the Company will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment. Further, subject to the provisions set forth in Section 1.7.3, in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resigns for Good Reason, (i) the Company shall pay Executive a lump sum equal to two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target Bonus, such lump sum payment must be made within 60 days of such termination of employment; (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to one year after the termination, the Company will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment; and (iii) the Option will immediately vest as set forth in Section 1.5.

Termination Without Cause; Resignation for Good Reason. Subject to the provisions set forth in Section 1.7.3, in the case of a termination of Executive’s employment hereunder Without Cause in accordance with Section 1.6.4 above, or Executive’s resignation with Good Reason, the Company (i) shall pay Executive (A) in the event that the Termination takes place on or before August 16, 2009one year from the Effective Date, one year of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and Target Bonus (Target Bonus to be paid at the end of the fiscal year within the time set forth in Section 1.4.2), subject to the tax withholding specified in Section 1.4.1 above or (B) in the event that the Termination takes place after August 16, 2009two years from the Effective Date, two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target Bonus (Target Bonuses to be paid at the end of each fiscal year within the time set forth in Section 1.4.2); and (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to one year after the termination, the Company will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment. Further, subject to the provisions set forth in Section 1.7.31.8.3, in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resigns for Good Reason, (i) the Company shall pay Executive a lump sum equal to two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target Bonus; (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to one year after the termination, the Company will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment; and (iii) the Option will immediately vest as set forth in Section 1.5.

Termination Without Cause; Resignation for Good Reason. Subject to the provisions set forth in Section 1.7.3, in the case of a termination of Executive’s employment hereunder Without Cause in accordance with Section 1.6.4 above, or Executive’s resignation with Good Reason, the Company (i) shall pay Executive (A) in the event that the Termination takes place on or before August 16, 2009one year from the Effective Date, one year of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) ), any unpaid amounts associated with Executives Discretionary Bonus and Target Bonus (Target Bonus to be paid at the end of the fiscal year within the time set forth in Section 1.4.2), subject to the tax withholding specified in Section 1.4.1 above or (B) in the event that the Termination takes place after August 16, 2009two years from the Effective Date, two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target Bonus (Target Bonuses to be paid at the end of each fiscal year within the time set forth in Section 1.4.2); such payments must not however extend beyond the second taxable year of the Executive following the taxable year in which the termination of employment occurred; and (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to one year after the termination, the Company will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment. Further, subject to the provisions set forth in Section 1.7.3, in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resigns for Good Reason, (i) the Company shall pay Executive a lump sum equal to two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target Bonus, such lump sum payment must be made within 60 days of such termination of employment; (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to one year after the termination, the Company will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment; and (iii) the Option will immediately vest as set forth in Section 1.5.

Termination Without Cause; Resignation for Good Reason. Subject to the provisions set forth in Section 1.7.31.8.3, in the case of a termination of Executive’s employment hereunder Without Cause in accordance with Section 1.6.4 1.7.4 above, or Executive’s resignation with Good Reason, the Company (i) shall pay Executive (A) in the event that the Termination takes place on or before August 16June 15, 2009, one year of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and Target Bonus (Target Bonus to be paid at the end of the fiscal year within the time set forth in Section 1.4.2), subject to the tax withholding specified in Section 1.4.1 above or (B) in the event that the Termination takes place after August 16June 15, 2009, two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target Bonus (Target Bonuses to be paid at the end of each fiscal year within the time set forth in Section 1.4.2); and (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to one year after the termination, the Company will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment. Further, subject to the provisions set forth in Section 1.7.31.8.3, in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resigns for Good Reason, (i) the Company shall pay Executive a lump sum equal to two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target Bonus; (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to one year after the termination, the Company will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment; and (iii) the Option will immediately vest as set forth in Section 1.5.

Termination Without Cause; Resignation for Good Reason. Subject to Executive’s execution of a Release in accordance with Section 1.7.3 which becomes effective in accordance with its terms on or before the provisions set forth in Section 1.7.360th day following the Termination Date, in the case of a termination of Executive’s employment hereunder Without Cause in accordance with Section 1.6.4 above, or Executive’s resignation with Good Reason, the Company (i) shall pay Executive (A) in the event that the Termination Date takes place on or before August 16, 2009one (1) year from the Effective Date, one (1) year of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practicespractices commencing on the 60th day following the Termination Date, with a catch-up payment for payroll dates occurring between the Termination Date and such 60th day) and one (1) year of Target Bonus (Target Bonus to be paid at the end of the fiscal each year within the time set forth in Section 1.4.21.4.2(ii), subject to the tax withholding specified in Section 1.4.1 above ) or (B) in the event that the Termination Date takes place after August 16, 2009two (2) years from the Effective Date, two (2) years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practicespractices commencing on the 60th day following the Termination Date, with a catch-up payment for payroll dates occurring between the Termination Date and such 60th day) and two (2) years of Target Bonus (Target Bonuses to be paid at the end of each fiscal year within the time set forth in Section 1.4.21.4.2(ii)); such payments must not however extend beyond the second taxable year of the Executive following the taxable year in which the termination of employment occurred and (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to of one year after the termination, the Company will pay or reimburse Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment. Further, and alternatively (and not in addition) to the payments described in the prior portion of this section, subject to Executive’s execution of a Release in accordance with Section 1.7.3 which becomes effective in accordance with its terms on or before the provisions set forth in Section 1.7.360th day following the Termination Date, in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resigns for Good Reason, (iA) the Company shall pay to Executive on the 60th day following the Termination Date a lump sum payment in an amount equal to two (2) years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two (2) years of Target Bonus; (iiB) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to of one year after the termination, the Company will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment; and (iiiC) the Option and RSU will immediately vest as set forth in Section 1.5.

Termination Without Cause; Resignation for Good Reason. Subject to Executive’s execution of a Release in accordance with Section 1.7.3 which becomes effective in accordance with its terms on or before the provisions set forth in Section 1.7.360th day following the Termination Date, in the case of a termination of Executive’s employment hereunder Without Cause in accordance with Section 1.6.4 above, or Executive’s resignation with Good Reason, the Company (i) shall pay Executive two (A2) in the event that the Termination takes place on or before August 16, 2009, one year of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and Target Bonus (Target Bonus to be paid at the end of the fiscal year within the time set forth in Section 1.4.2), subject to the tax withholding specified in Section 1.4.1 above or (B) in the event that the Termination takes place after August 16, 2009, two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practicespractices commencing on the 60th day following the Termination Date, with a catch-up payment for payroll dates occurring between the Termination Date and such 60th day) and two (2) years of Target Bonus (Target Bonuses to be paid at the end of each fiscal year within the time set forth in Section 1.4.2); such payments must not however extend beyond the second taxable year of the Executive following the taxable year in which the termination of employment occurred; and (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to of one year after the termination, the Company will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment. Further, subject to Executive’s execution of a Release in accordance with Section 1.7.3 which becomes effective in accordance with its terms on or before the provisions set forth in Section 1.7.360th day following the Termination Date, in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resigns for Good Reason, (i) the Company shall pay to Executive on the 60th day following the Termination Date a lump sum payment in an amount equal to two (2) years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two (2) years of Target Bonus; (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to one year after the termination, the Company will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment; and (iii) the Option will immediately vest as set forth in Section 1.5.

Termination Without Cause; Resignation for Good Reason. Subject The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided Executive remains in compliance with all contractual obligations to the provisions Company, then the Company shall provide Executive with the following severance benefits, subject to the terms and conditions set forth in Section 1.7.3, 4: The Company shall pay Executive severance in the case form of a termination continuation of Executive’s employment hereunder Without Cause in accordance with Section 1.6.4 above, or Executive’s resignation with Good Reason, the Company Base Salary for (i) shall pay Executive six (A6) in months after the event that date of Executive’s Separation from Service, plus an additional one-time payment of fifty thousand dollars ($50,000), or (ii) twelve (12) months after the Termination takes place on date of Executive’s Separation from Service, if Executive’s termination without Cause or before August 16, 2009, one year resignation for Good Reason occurs within twelve (12) months of Base Salary the Employment Start Date. These salary continuation (to payments will be paid in accordance with on the Company’s normal regular payroll practices) and Target Bonus (Target Bonus to be paid at the end of the fiscal year within the time set forth in Section 1.4.2)schedule, subject to standard deductions and withholdings, over the tax withholding specified in Section 1.4.1 above six (6) or twelve (B12) in month period, as applicable, following Executive’s Separation from Service; provided, however, that no payments will be made prior to the event that 60th day following Executive’s Separation from Service. On the Termination takes place after August 16, 2009, two years of Base Salary continuation (to be paid in accordance with the Company60th day following Executive’s normal payroll practices) and two years of Target Bonus (Target Bonuses to be paid at the end of each fiscal year within the time set forth in Section 1.4.2); and (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to one year after the terminationSeparation from Service, the Company will pay Executive’s premiums, Executive in an amount sufficient a lump sum the salary continuation payments that Executive would have received on or prior to maintain such date under the level of health benefits in effect on Executive’s last day of employment. Further, subject to original schedule with the provisions set forth in Section 1.7.3, in the event that there is a Change of Control and within one year after the closing balance of the Change of Controlcash severance being paid as originally scheduled. Provided that Executive timely elects continued coverage under COBRA, Executive is terminated Without Cause or resigns for Good Reason, (i) the Company shall pay Executive a lump sum equal Executive’s COBRA premiums to two years continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Executive’s Separation from Service and ending on the earliest to occur of: (i) six (6) months following Executive’s Separation from Service (or twelve (12) months following Executive’s Separation from Service if Executive’s termination without Cause or resignation for Good Reason occurs within twelve (12) months of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target BonusEmployment Start Date); (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)Company determines, for in its sole discretion, that it cannot pay the COBRA Premiums without a period up to one year after the terminationsubstantial risk of violating applicable law, the Company will instead shall pay to Executive, on the first day of each calendar month remaining in the COBRA Premium Period, a fully taxable cash payment equal to the applicable COBRA premiums for that month, subject to applicable tax withholdings, which Executive may, but is not obligated to, use toward the cost of COBRA premiums. The vesting of Executive’s premiums, Options shall be accelerated such that the shares subject to the Options that would have vested in an amount sufficient to maintain the level six (6) month period following Executive’s Separation from Service shall be deemed immediately vested and exercisable as of health benefits in effect on Executive’s last day of employment; provided, however, that (i) if Executive’s termination without Cause or resignation for Good Reason occurs within twelve (12) months of the Employment Start Date, the vesting of Executive’s Options shall be accelerated such that the shares subject to the Options that would have vested in the twelve (12) month period following Executive’s Separation from Service shall be deemed immediately vested and exercisable as of Executive’s last day of employment, and (iiiii) if Executive’s termination without Cause or resignation for Good Reason occurs within twelve (12) months following the Option effective date of a Change of Control (as defined below), then the Company will accelerate the vesting of the Options such that 100% of the shares subject to the Options will vest and be immediately vest as set forth in Section 1.5exercisable.

Termination Without Cause; Resignation for Good Reason. Subject to the provisions set forth in Section 1.7.31.8.3, in the case of a termination of Executive’s employment hereunder Without Cause in accordance with Section 1.6.4 1.7.4 above, or Executive’s resignation with Good Reason, the Company (i) shall pay Executive (A) in the event that the Termination takes place on or before August 16June 15, 2009, one year of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and Target Bonus (Target Bonus to be paid at the end of the fiscal year within the time set forth in Section 1.4.2year), subject to the tax withholding specified in Section 1.4.1 above or (B) in the event that the Termination takes place after August 16June 15, 2009, two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target Bonus (Target Bonuses to be paid at the end of each fiscal year); such payments must not however extend beyond the second taxable year within of the time set forth Executive following the taxable year in Section 1.4.2)which the termination of employment occurred; and (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to one year after the termination, the Company will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment. Further, subject to the provisions set forth in Section 1.7.31.8.3, in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resigns for Good Reason, (i) the Company shall pay Executive a lump sum equal to two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target Bonus, such lump sum payment must be made within 60 days of such termination of employment; (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to one year after the termination, the Company will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment; and (iii) the Option will immediately vest as set forth in Section 1.5.

Termination Without Cause; Resignation for Good Reason. Subject to the provisions set forth in Section 1.7.3, in the case of a termination of Executive’s employment hereunder Without Cause in accordance with Section 1.6.4 above, or Executive’s resignation with Good Reason, the Company (i) shall pay Executive (Aa) in the event that the Termination Date takes place on or before August 16January 12, 20092010, one (1) year of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practicespractices commencing on the 60th day following the Termination Date, with a catch-up payment for payroll dates occurring between the Termination Date and such 60th day) and one (1) year of Target Bonus (Target Bonus to be paid at the end of the fiscal year within the time set forth in Section 1.4.2), subject to the tax withholding specified in Section 1.4.1 above or (Bb) in the event that the Termination Date takes place after August 16January 12, 20092010, two (2) years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practicespractices commencing on the 60th day following the Termination Date, with a catch-up payment for payroll dates occurring between the Termination Date and such 60th day) and two (2) years of Target Bonus (Target Bonuses to be paid at the end of each fiscal year within the time set forth in Section 1.4.2); such payments must not however extend beyond the second taxable year of the Executive following the taxable year in which the termination of employment occurred; and (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to of one year after the termination, the Company will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment. Further, subject to the provisions set forth in Section 1.7.3, in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resigns for Good Reason, (i) the Company shall pay to Executive on the 60th day following the Termination Date a lump sum payment in an amount equal to two (2) years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two (2) years of Target Bonus; (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to one year after the termination, the Company will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment; and (iii) the Option will immediately vest as set forth in Section 1.5.

Termination Without Cause; Resignation for Good Reason. Subject Employer may terminate Executive’s employment under this Section 3.1 at any time without Cause upon not less than thirty (30) days’ prior written notice to Executive; provided, however, that, in the event that such notice is given, Executive shall be allowed to seek other employment during such notice period. In addition, Executive may terminate Executive’s employment under this Section 3.1 by voluntarily resigning for Good Reason. Executive shall give Employer not less than thirty (30) days’ prior written notice of a resignation for Good Reason. In the event Executive’s employment is terminated by Employer without Cause or Executive resigns for Good Reason, in either case, then in addition to all Accrued Compensation, and subject to Executive’s execution and non-revocation within thirty (30) days of the Date of Termination of the General Release (as defined below), Executive shall be entitled to continue to receive his Base Salary (“Salary Continuation”) through the twelve-month anniversary of the Date of Termination (the “Severance Period”) plus an amount equal to the provisions Incentive Bonus earned during the previous fiscal year from the Date of Termination (“Severance Bonus” and, together with the Salary Continuation, “Severance”)), if and only if Executive has executed and delivered to the Company a General Release substantially in form and substance as set forth in Exhibit C attached hereto (“General Release”) and the General Release has become effective, and only so long as Executive has not revoked or breached the provisions of the General Release or materially breached the provisions of Section 1.7.34 hereof and does not apply for unemployment compensation chargeable to the Company or any subsidiary of the Company during the Severance Period. Subject to Section 20.2, Severance shall be paid in the case of a termination of Executive’s employment hereunder Without Cause monthly installments in accordance with Section 1.6.4 aboveEmployer’s regular payroll practices during the Severance Period. In addition to the Severance, or Executive’s resignation with Good Reason, the Company (i) shall pay Executive (Aa) in the event that the Termination takes place on or before August 16, 2009, one year of Base Salary continuation (to be paid in accordance Executive’s employment with the CompanyCompany is terminated by the Company without Cause or due to Executive’s normal payroll practices) and Target Bonus (Target Bonus resignation for Good Reason prior to be paid at the end payment of the fiscal year within the time set forth in Section 1.4.2)First Transition Bonus, then, subject to the tax withholding specified in Section 1.4.1 above or conditions applicable to the payment of Severance, the Company shall pay Executive a lump-sum cash amount equal to the First Transition Bonus on the First Payment Date (Bas defined above) and (b) in the event that the Termination takes place after August 16Employment Period terminates as a result of a Sale of the Company, 2009and the Sale Bonus payable pursuant to Section 2.5 above is less than the aggregate amount of Severance that Executive would have been entitled to receive if Executive’s employment had been terminated by the Company without Cause on the day immediately prior to such Sale of the Company, two years the Company shall increase the Sale Bonus payable under Section 2.5 by an amount equal to the amount by which such Severance amount exceeds such Sale Bonus. For the avoidance of Base Salary continuation (doubt, such increased amount shall be deemed to be paid in accordance with part of the Company’s normal payroll practices) Sale Bonus and two years of Target Bonus (Target Bonuses to be paid at the end of each fiscal year within the time set forth in Section 1.4.2); not Severance. If Executive is eligible for and (ii) if Executive elects to continue receive continuation group health coverage under mandated by Section 4980B of the Consolidated Omnibus Budget Reconciliation Act Internal Revenue Code or similar state laws (“COBRA”)) during the Severance Period, Executive will be responsible for a period up to one year after the termination, paying such COBRA premiums and the Company will pay Executive’s premiums, in an reimburse Executive for the amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment. Further, subject to the provisions set forth in Section 1.7.3, in the event that there is a Change of Control and within one year after the closing of the Change of ControlCOBRA premiums (“Health Care Continuation”); provided, Executive is terminated Without Cause or resigns for Good Reasonhowever, (i) that the Company shall pay have no obligation to reimburse Executive a lump sum equal with respect to two years such COBRA premiums to the extent that the Company reasonably determines that reimbursement of Base Salary continuation (such COBRA premiums could result in the imposition of excise taxes on the Company for any failure to be paid in accordance comply with the Company’s nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended. Notwithstanding anything in this Section 3.1 to the contrary, any portion of the Salary Continuation, Severance Bonus or the Health Care Continuation which would otherwise have been paid to the Executive or reimbursed before the first normal payroll practices) and two years of Target Bonus; (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to one year payment date falling on or after the termination, fortieth (40th) day following the Company will pay date of Executive’s premiums, in an amount sufficient to maintain termination of employment (the level of health benefits in effect “First Payment Date”) shall be made on Executive’s last day of employment; and (iii) the Option will immediately vest as set forth in Section 1.5First Payment Date.

Termination Without Cause; Resignation for Good Reason. Subject to the provisions set forth in Section 1.7.3, in the case of a termination of Executive’s employment hereunder Without Cause in accordance with Section 1.6.4 above, or Executive’s resignation with Good Reason, the Company (i) shall pay Executive (A) in the event that the Termination takes place on or before August 16, 2009, one year of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and Target Bonus (Target Bonus to be paid at the end of the fiscal year within the time set forth in Section 1.4.2), subject to the tax withholding specified in Section 1.4.1 above or (B) in the event that the Termination takes place after August 16, 2009, two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target Bonus (Target Bonuses to be paid at the end of each fiscal year within the time set forth in Section 1.4.2); such payments must not however extend beyond the second taxable year of the Executive following the taxable year in which the termination of employment occurred; and (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to one year after the termination, the Company will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment. Further, subject to the provisions set forth in Section 1.7.3, in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resigns for Good Reason, (i) the Company shall pay Executive a lump sum equal to two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target Bonus, such lump sum payment must be made within 60 days of such termination of employment; (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to one year after the termination, the Company will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment; and (iii) the Option will immediately vest as set forth in Section 1.5.

Termination Without Cause; Resignation for Good Reason. Subject to Executive’s execution of a Release in accordance with Section 1.7.3 which becomes effective in accordance with its terms on or before the provisions set forth in Section 1.7.360th day following the Termination Date, in the case of a termination of Executive’s employment hereunder Without Cause in accordance with Section 1.6.4 above, or Executive’s resignation with Good Reason, the Company (i) shall pay Executive two (A2) in the event that the Termination takes place on or before August 16, 2009, one year of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and Target Bonus (Target Bonus to be paid at the end of the fiscal year within the time set forth in Section 1.4.2), subject to the tax withholding specified in Section 1.4.1 above or (B) in the event that the Termination takes place after August 16, 2009, two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practicespractices commencing on the 60th day following the Termination Date, with a catch-up payment for payroll dates occurring between the Termination Date and such 60th day) and two (2) years of Target Bonus (Target Bonuses to be paid at the end of each fiscal year within the time set forth in Section 1.4.21.4.2(ii)); such payments must not however extend beyond the second taxable year of the Executive following the taxable year in which the termination of employment occurred and (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to of one year after the termination, the Company will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment. Further, and alternatively (and not in addition) to the payments described in the prior portion of this section, subject to Executive’s execution of a Release in accordance with Section 1.7.3 which becomes effective in accordance with its terms on or before the provisions set forth in Section 1.7.360th day following the Termination Date, in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resigns for Good Reason, (iA) the Company shall pay to Executive on the 60th day following the Termination Date a lump sum payment in an amount equal to two (2) years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two (2) years of Target Bonus; (iiB) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to of one year after the termination, the Company will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment; and (iiiC) the Option will immediately vest as set forth in Section 1.5.

Termination Without Cause; Resignation for Good Reason. Subject to Executive's execution of a Release in accordance with Section 1.7.3 which becomes effective in accordance with its terms on or before the provisions set forth in Section 1.7.360th day following the Termination Date, in the case of a termination of Executive’s 's employment hereunder Without Cause in accordance with Section 1.6.4 above, or Executive’s 's resignation with Good Reason, the Company (i) shall pay Executive two (A2) in the event that the Termination takes place on or before August 16, 2009, one year of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and Target Bonus (Target Bonus to be paid at the end of the fiscal year within the time set forth in Section 1.4.2), subject to the tax withholding specified in Section 1.4.1 above or (B) in the event that the Termination takes place after August 16, 2009, two years of Base Salary continuation (to be paid in accordance with the Company’s 's normal payroll practicespractices commencing on the 60th day following the Termination Date, with a catch-up payment for payroll dates occurring between the Termination Date and such 60th day) and two (2) years of Target Bonus (Target Bonuses to be paid at the end of each fiscal year within the time set forth in Section 1.4.2); such payments must not however extend beyond the second taxable year of the Executive following the taxable year in which the termination of employment occurred and (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to of one year after the termination, the Company will pay Executive’s 's premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s 's last day of employment. Further, and alternatively (and not in addition) to the payments described in the prior portion of this section, subject to Executive's execution of a Release in accordance with Section 1.7.3 which becomes effective in accordance with its terms on or before the provisions set forth in Section 1.7.360th day following the Termination Date, in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resigns for Good Reason, (iA) the Company shall pay to Executive on the 60th day following the Termination Date a lump sum payment in an amount equal to two (2) years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two (2) years of Target Bonus; (iiB) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to of one year after the termination, the Company will pay Executive’s 's premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s 's last day of employment; and (iiiC) the Option will immediately vest as set forth in Section 1.5.