Common use of Without Cause; Good Reason Clause in Contracts

Without Cause; Good Reason. The Company may terminate Executive’s employment at any time without Cause immediately upon written notice; and Executive may terminate Executive’s employment at any time for Good Reason. Upon termination of Executive’s employment by the Company without Cause or by Executive for Good Reason during the Term, Executive shall be entitled to receive (i) an amount equal to three times the sum of (A) Executive’s Base Salary, plus (B) Executive’s target Bonus for the fiscal year in which the termination of employment occurs (the “Severance Amount”), one half of which Severance Amount shall be paid in equal installments over three years in accordance with the Company’s regular payroll schedule, and the remainder of which Severance Amount shall be payable in three annual installments (the first installment occurring on the 60th day following termination of employment and the remaining two installments payable on the next two anniversaries thereof), (ii) full vesting of all outstanding and then-unvested Options, (iii) payment of any earned but unpaid Bonus attributable to a previously completed fiscal year and (iv) continued coverage under the Company’s group health plans (or, to the extent such coverage is not permissible under the terms of such plan(s), comparable coverage) for Executive and Executive’s dependents (to the extent covered under such plan(s) immediately prior to such termination), at the Company’s sole expense until the earlier of (A) one year following the date of Executive’s termination of employment with the Company and (B) the date Executive is or becomes eligible for comparable coverage under health plans of another employer. The foregoing payments and benefits shall commence on the 60th day following termination of employment (or, in the case of (iii) above, at the same time as such bonuses are paid to employees, generally, if later) provided that Executive has executed a release of claims against the Company substantially in the form attached hereto as Exhibit C (“Release”), and such release of claims has become effective, by such date and shall be contingent on Executive’s continued compliance with all post-termination restrictive covenants applicable to Executive, including, without limitation, the covenants contained in the Restrictive Covenant Agreement. For purposes of the foregoing calculations in this Section 4(b),

Without Cause; Good Reason. The Company may terminate Executive’s Subject to Section 6(f) below, Employee shall be entitled to the Accrued Benefits and certain severance consideration described below, payable at the times and in the form set forth in (Section 6d) below, if Employee's employment at any time without Cause immediately upon written notice; and Executive may terminate Executive’s employment at any time for Good Reason. Upon termination of Executive’s employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b), or (y) by Executive Employee for Good Reason during pursuant to Section 5(c). in which case the Term, Executive Company shall be entitled to receive (i) provide Employee with a severance payment in an amount equal to three times the sum of (A) Executive’s eighteen (18) months of Employee's Base Salary, plus Salary as in effect immediately prior to the Termination Date and (B) Executive’s a pro rata portion of Employee's target Annual Bonus for the fiscal year in which such event occurred prorated for the termination period of employment occurs days beginning on January 1 and ending on the Termination Date (the “"Severance Amount”Payment"). In addition, one half subject to Section 6(f)below and subject to (A) Employee's timely and proper election of which Severance Amount shall be paid in equal installments over three years in accordance with the Company’s regular payroll schedule, and the remainder of which Severance Amount shall be payable in three annual installments (the first installment occurring on the 60th day following termination of employment and the remaining two installments payable on the next two anniversaries thereof), (ii) full vesting of all outstanding and then-unvested Options, (iii) payment of any earned but unpaid Bonus attributable to a previously completed fiscal year and (iv) continued group health plan continuation coverage under the Company’s 's group health plans (or, pursuant to the extent Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), and continued eligibility for such coverage is not permissible under COBRA, and (B) Employee's continued copayment of premiums at the terms same level and cost to Employee as if Employee were an employee of such plan(sthe Company (excluding, for purposes of calculating cost, an employee's ability to pay premiums with pre-tax dollars), comparable coveragethe Company shall provide Employee with a monthly cash payment equal to 100% of the excess of the applicable COBRA participation premiums for Employee and Employee's spouse and eligible dependents, if any, over the amount described in clause (B) for Executive and Executive’s dependents (to the extent covered under such plan(s) immediately prior to such termination), at the Company’s sole expense until the earlier of (Ai) one year eighteen (18) months following the date of Executive’s termination of employment with the Company and Termination Date, (Bii) the date Executive is or on which Employee becomes employed by a third party and becomes eligible for comparable coverage under to participate in such third party's group health plans of another employer. The foregoing payments and benefits shall commence on the 60th day following termination of employment (orplan, in the case of or (iii) above, at the same time as maximum period allowed by COBRA for Employee to continue such bonuses are paid to employees, generally, if later) provided that Executive has executed a release of claims against the Company substantially in the form attached hereto as Exhibit C (“Release”), and such release of claims has become effective, by such date and shall be contingent on Executive’s continued compliance with all post-termination restrictive covenants applicable to Executive, including, without limitation, the covenants contained in the Restrictive Covenant Agreement. For purposes of the foregoing calculations in this Section 4(b),coverage under Company's plans.

Without Cause; Good Reason. The Company may terminate ExecutiveSubject to Section 6(f) below, Employee shall be entitled to the Accrued Benefits and certain severance consideration described below, payable at the times and in the form set forth in Section 6(d) below, if Employee’s employment at any time without Cause immediately upon written notice; and Executive may terminate Executive’s employment at any time for Good Reason. Upon termination of Executive’s employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b), or (y) by Executive Employee for Good Reason during pursuant to Section 5(c), in which case the Term, Executive Company shall be entitled to receive (i) provide Employee with a severance payment in an amount equal to three times the sum of (A) Executivetwenty-four (24) months of Employee’s Base Salary, plus Salary as in effect immediately prior to the Termination Date and (B) Executivea pro rata portion of Employee’s target Annual Bonus for the fiscal year in which such event occurred prorated for the termination period of employment occurs days beginning on January 1 and ending on the Termination Date (the “Severance AmountPayment”). In addition, one half subject to Section 6(f) below and subject to (A) Employee’s timely and proper election of which Severance Amount shall be paid in equal installments over three years in accordance with the Company’s regular payroll schedule, and the remainder of which Severance Amount shall be payable in three annual installments (the first installment occurring on the 60th day following termination of employment and the remaining two installments payable on the next two anniversaries thereof), (ii) full vesting of all outstanding and then-unvested Options, (iii) payment of any earned but unpaid Bonus attributable to a previously completed fiscal year and (iv) continued group health plan continuation coverage under the Company’s group health plans (or, pursuant to the extent Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and continued eligibility for such coverage is not permissible under COBRA, and (B) Employee’s continued copayment of premiums at the terms same level and cost to Employee as if Employee were an employee of such plan(sthe Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), comparable coveragethe Company shall provide Employee with a monthly cash payment equal to 100% of the excess of the applicable COBRA participation premiums for Employee and Employee’s spouse and eligible dependents, if any, over the amount described in clause (B) for Executive and Executive’s dependents (to the extent covered under such plan(s) immediately prior to such termination), at the Company’s sole expense until the earlier of (Ai) one year twenty-four (24) months following the date of Executive’s termination of employment with the Company and Termination Date, (Bii) the date Executive is or on which Employee becomes employed by a third party and becomes eligible for comparable coverage under to participate in such third party’s group health plans of another employer. The foregoing payments and benefits shall commence on the 60th day following termination of employment (orplan, in the case of or (iii) above, at the same time as maximum period allowed by COBRA for Employee to continue such bonuses are paid to employees, generally, if later) provided that Executive has executed a release of claims against the Company substantially in the form attached hereto as Exhibit C (“Release”), and such release of claims has become effective, by such date and shall be contingent on Executivecoverage under Company’s continued compliance with all post-termination restrictive covenants applicable to Executive, including, without limitation, the covenants contained in the Restrictive Covenant Agreement. For purposes of the foregoing calculations in this Section 4(b),plans.

Without Cause; Good Reason. The Company may terminate ExecutiveSubject to Section 6(e) below, Employee shall be entitled to the Accrued Amounts and the certain severance consideration described below, payable at the times and in the form set forth in Section 6(d) below, if Employee’s employment at any time without Cause immediately upon written notice; and Executive may terminate Executive’s employment at any time for Good Reason. Upon termination of Executive’s employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b), or (y) by Executive Employee for Good Reason during pursuant to Section 5(c), in which case the Term, Executive Company shall be entitled to receive (i) provide Employee with a severance payment in an amount equal to three times the sum of (A) Executiveeighteen (18) months of Employee’s Base Salary, plus Salary as in effect immediately prior to the Termination Date and (B) Executivea pro rata portion of Employee’s target Annual Bonus for the fiscal year in which such event occurred prorated for the termination period of employment occurs days beginning on January 1 and ending on the Termination Date (the “Severance AmountPayment”). In addition, one half subject to Section 6(f) below and subject to (A) Employee’s timely and proper election of which Severance Amount shall be paid in equal installments over three years in accordance with the Company’s regular payroll schedule, and the remainder of which Severance Amount shall be payable in three annual installments (the first installment occurring on the 60th day following termination of employment and the remaining two installments payable on the next two anniversaries thereof), (ii) full vesting of all outstanding and then-unvested Options, (iii) payment of any earned but unpaid Bonus attributable to a previously completed fiscal year and (iv) continued group health plan continuation coverage under the Company’s group health plans (or, pursuant to the extent Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and continued eligibility for such coverage is not permissible under COBRA, and (B) Employee’s continued copayment of premiums at the terms same level and cost to Employee as if Employee were an employee of such plan(sthe Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), comparable coveragethe Company shall provide Employee with a monthly cash payment equal to 100% of the excess of the applicable COBRA participation premiums for Employee and Employee’s spouse and eligible dependents, if any, over the amount described in clause (B) for Executive and Executive’s dependents (to the extent covered under such plan(s) immediately prior to such termination), at the Company’s sole expense until the earlier of eighteen (A18) one year months following the date of Executive’s termination of employment with the Company and Termination Date, (Bii) the date Executive is or on which Employee becomes employed by a third party and becomes eligible for comparable coverage under to participate in such third party’s group health plans of another employer. The foregoing payments and benefits shall commence on the 60th day following termination of employment (orplan, in the case of or (iii) above, at the same time as maximum period allowed by COBRA for Employee to continue such bonuses are paid to employees, generally, if later) provided that Executive has executed a release of claims against the Company substantially in the form attached hereto as Exhibit C (“Release”), and such release of claims has become effective, by such date and shall be contingent on Executivecoverage under Company’s continued compliance with all post-termination restrictive covenants applicable to Executive, including, without limitation, the covenants contained in the Restrictive Covenant Agreement. For purposes of the foregoing calculations in this Section 4(b),plans.