Termination for Good Reason or Without Cause. At any time during the Term, (i) Executive may terminate the Term and Executive's employment hereunder for "Good Reason" (as defined below) and (ii) the Company may terminate the Term and Executive's employment hereunder "without Cause" (that is, other than by death, Disability or for Cause, in accordance with Sections 6(a), 6(b) or 6(c)). "Good Reason" shall mean the occurrence, without Executive's prior written consent, of any of the following events: (A) any material breach by the Company or any of its subsidiaries, as the case may be, of its obligations under this Agreement; (B) a reduction in Executive's Base Salary (other than a reduction made in connection with an across-the-board proportionate reduction in the base salaries of all officers of the Company that is not more than 10%); (C) a material reduction by the Company in the kind or level of employee benefits to which Executive is entitled immediately prior to such reduction that is not generally applicable to all executive level employees of the Company; or (D) a material reduction by the Company of Executive's duties and responsibilities, including a material change in job title or a change of geographic location of Executive's office of more than thirty (30) miles from the Company's present office in Rancho Cordova, California; provided, that any such event described in (A) through (D) above shall not constitute Good Reason unless Executive delivers to the Company a Notice of Termination for Good Reason within ninety (90) days after Executive first learns of the existence of the circumstances giving rise to Good Reason, and within thirty (30) days following the delivery of such Notice of Termination for Good Reason the Company has failed to cure the circumstances giving rise to Good Reason. Executive may also terminate the Term and his employment hereunder for "Good Reason" if the Company's Chief Executive Officer requests that Executive engage in business-related travel for a total of more than sixty (60) days in any calendar year ending during the Term, excluding any one-day business trips that do not require Executive to stay overnight, if Executive, upon receiving a request from the Chief Executive Officer for business-related travel that would result in such 60-day threshold being exceeded, delivers a written notice to the Chief Executive Officer that such request triggers Executive's right to terminate for "Good Reason" pursuant to this sentence and the Chief Executive Officer does not withdraw the request for such excess travel within five (5) business days of receiving such written notice; provided, that Executive must terminate his employment within ten (10) additional business days of the expiration of such fifth business day if such request is not withdrawn. Upon the termination of Executive's employment hereunder pursuant to this Section 6(d), Executive shall receive (i) the Accrued Amounts and (ii) an amount equal to $62,500 as severance pay (the "Severance Payment"), such amount to be paid in accordance with the Company's usual payroll practices during the three-month period following such termination. All other benefits, if any, due Executive following a termination pursuant to this Section 6(d) shall be determined in accordance with the plans, policies and practices of the Company; provided, that Executive shall not participate in any severance plan, policy or program of the Company. Executive shall not accrue any additional compensation (including any Base Salary or bonus) or other benefits under this Agreement following such termination of employment. Notwithstanding the foregoing, if all or any portion of the Severance Payment or any other payments due under this Agreement following a separation from service are determined to be "nonqualified deferred compensation" subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the Company determines that Executive is a "specified employee" as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, then such payments (or the applicable portion thereof) shall commence no earlier than the first day of the seventh month following the month in which Executive's separation from service occurs (at which time Executive shall be entitled to receive a lump sum payment equal to the aggregate payments that were subject to such six-month payment delay).
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Termination for Good Reason or Without Cause. At any time during the Term, (i) Executive may terminate the Term and Executive's ’s employment hereunder for "“Good Reason" ” (as defined below) and (ii) the Company may terminate the Term and Executive's ’s employment hereunder "without Cause" Cause (that is, other than by death, Disability or for Cause, in accordance with Sections 6(aSection 9(a), 6(b9(b) or 6(c9(c), respectively). "“Good Reason" ” shall mean the occurrence, without Executive's ’s prior written consent, of any of the following events: (A) any material breach a reduction in the nature or scope of Executive’s responsibilities, duties or authority from those contemplated by the Company or any of its subsidiaries, as the case may be, of its obligations under this Agreement; (B) a reduction in Executive's the then current Base Salary (other than a reduction made in connection with an across-the-board proportionate reduction in the base salaries of all officers of the Company that is not more than 10%)Salary; (C) causing or requiring Executive to report to any person other than the CEO; (D) the relocation of Executive’s primary office to a material reduction by the Company in the kind or level of employee benefits to which Executive is entitled immediately prior to such reduction location that is not generally applicable to all executive level employees within a sixty (60) mile radius of the Company’s offices in McLean, Virginia; or (DE) a material reduction any other breach by the Company of Executive's duties and responsibilitiesa material term of this Agreement, including but not limited to a material change in job title or a change breach of geographic location of Executive's office of more than thirty (30Section 11(d)(iii) miles from by failing to cause any successor to the Company's present office in Rancho Cordova, CaliforniaCompany to expressly assume and agree to perform this Agreement; provided, that any such event described in (A) through (DE) above shall not constitute Good Reason unless Executive delivers to the Company a Notice of Termination for Good Reason within ninety (90) days after Executive first learns of the existence of the circumstances giving rise to Good Reason, and within thirty (30) days following the delivery of such Notice of Termination for Good Reason the Company has failed to cure the circumstances giving rise to Good Reason. Executive may also terminate the Term and his employment hereunder for "Good Reason" if the Company's Chief Executive Officer requests that Executive engage in business-related travel for a total of more than sixty (60) days in any calendar year ending during the Term, excluding any one-day business trips that do not require Executive to stay overnight, if Executive, upon receiving a request from the Chief Executive Officer for business-related travel that would result in such 60-day threshold being exceeded, delivers a written notice to the Chief Executive Officer that such request triggers Executive's right to terminate for "Good Reason" pursuant to this sentence and the Chief Executive Officer does not withdraw the request for such excess travel within five (5) business days of receiving such written notice; provided, that Executive must terminate his employment within ten (10) additional business days of the expiration of such fifth business day if such request is not withdrawn. Upon the termination of Executive's ’s employment hereunder pursuant to this Section 6(d9(d), Executive shall receive (i) the Accrued Amounts Amounts, and (ii) subject to Executive’s execution, delivery and non-revocation of an effective release of all claims against the Company Group substantially in the form attached hereto as Exhibit A (the “Release”) within the forty-five (45) day period following the date of the termination of Executive’s employment (the last day of such 45-day period, the “Release Date”): (A) for a period of twelve (12) months following the date of termination (the “Severance Period”), an amount equal to $62,500 as severance pay the sum of (the "Severance Payment")x) one (1) times Executive’s then current Base Salary and (y) one (1) times Executive’s then current Target Bonus, such amount to be paid in accordance with the Company's usual regular payroll practices during the three-Severance Period; provided that, if such termination occurs prior to the first anniversary of the Effective Date and following the Company’s public announcement that the Board has authorized a sale of substantially all of the business or assets of the Company (including by way of a merger) for a per Share sale price that is less than $15.00, the amount to be paid to Executive over the Severance Period shall instead be equal to the sum of (x) two (2) times Executive’s then current Base Salary and (y) one (1) times Executive’s then current Target Bonus; provided, further that if such termination occurs within the twelve (12) month period following commencing on a Change in Control (as defined in the Company’s 2009 Stock Incentive Plan), then the cash severance amounts described in this paragraph shall be paid to Executive in a single lump sum and in addition to such terminationcash severance payment, one hundred percent (100%) of Executive’s then outstanding stock options and other equity awards shall become vested and exercisable, as applicable pursuant to the terms of the applicable equity award agreements; and (B) subject to Executive making a timely election to continue such coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, continued health insurance coverage under the Company’s benefit plans at active employee contribution rates, for the Severance Period; provided that, such coverage shall terminate earlier if and to the extent Executive becomes eligible to receive health insurance coverage under a plan maintained or provided for the employees of any subsequent employer. All other benefits, if any, due Executive following a termination pursuant to this Section 6(d9(d) shall be determined in accordance with the plans, policies and practices of the Company; provided, that Executive shall not participate in be entitled to any payments or benefits under any severance plan, policy or program of the CompanyCompany Group. Executive shall not accrue any additional compensation (including any Base Salary or bonusAnnual Bonus) or other benefits under this Agreement following such termination of employment. Notwithstanding the foregoing, if all or any portion Assuming Executive’s execution and non-revocation of the Severance Payment or any other payments due Release before the Release Date, the cash severance amounts payable under this Agreement following a separation from service are determined to be "nonqualified deferred compensation" subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the Company determines that Executive is a "specified employee" as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, then such payments (or the applicable portion thereof) paragraph shall commence no earlier than or be made on the first day date that is sixty (60) days after Executive’s termination of the seventh month following the month in which Executive's separation from service occurs (at which time Executive shall be entitled employment hereunder pursuant to receive a lump sum payment equal to the aggregate payments that were subject to such six-month payment delaythis Section 9(d).
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Termination for Good Reason or Without Cause. At any time during the Term, (i) Executive may terminate the Term and Executive's ’s employment hereunder for "“Good Reason" ” (as defined below) and (ii) the Company may terminate the Term and Executive's ’s employment hereunder "without Cause" Cause (that is, other than by death, Disability or for Cause, in accordance with Sections Section 6(a), 6(b) or 6(c), respectively). "“Good Reason" ” shall mean the occurrence, without Executive's ’s prior written consent, of any of the following events: (A) any material breach a reduction in the nature or scope of Executive’s responsibilities, duties or authority from those contemplated by the Company or any of its subsidiaries, as the case may be, of its obligations under this Agreement; (B) a reduction in Executive's the then current Base Salary (other than a reduction made in connection with an across-the-board proportionate reduction in the base salaries of all officers of the Company that is not more than 10%)Salary; (C) causing or requiring Executive to report to any person other than the CEO; (D) the relocation of Executive’s primary office to a material reduction by the Company in the kind or level of employee benefits to which Executive is entitled immediately prior to such reduction location that is not generally applicable to all executive level employees within a sixty (60) mile radius of the Company’s offices in McLean, Virginia; or (DE) a material reduction any other breach by the Company of Executive's duties and responsibilitiesa material term of this Agreement, including but not limited to a material change in job title or a change breach of geographic location of Executive's office of more than thirty (30Section 11(d)(iii) miles from by failing to cause any successor to the Company's present office in Rancho Cordova, CaliforniaCompany to expressly assume and agree to perform this Agreement; provided, that any such event described in (A) through (DE) above shall not constitute Good Reason unless Executive delivers to the Company a Notice of Termination for Good Reason within ninety (90) days after Executive first learns of the existence of the circumstances giving rise to Good Reason, and within thirty (30) days following the delivery of such Notice of Termination for Good Reason the Company has failed to cure the circumstances giving rise to Good Reason. Executive may also terminate , and Executive’s resignation from all positions he then holds with the Term and his employment hereunder for "Good Reason" if the Company's Chief Executive Officer requests that Executive engage in business-related travel for a total of more Company is effective not later than sixty thirty (6030) days in any calendar year ending during following the Term, excluding any one-day business trips that do not require Executive to stay overnight, if Executive, upon receiving a request from the Chief Executive Officer for business-related travel that would result in such 60-day threshold being exceeded, delivers a written notice to the Chief Executive Officer that such request triggers Executive's right to terminate for "Good Reason" pursuant to this sentence and the Chief Executive Officer does not withdraw the request for such excess travel within five (5) business days of receiving such written notice; provided, that Executive must terminate his employment within ten (10) additional business days end of the expiration of such fifth business day if such request is not withdrawncure period. Upon the termination of Executive's ’s employment hereunder pursuant to this Section 6(d), Executive shall receive (i) the Accrued accrued Amounts and (ii) subject to Executive’s execution, delivery and non-revocation of an amount equal to $62,500 effective release of all claims against the Company Group substantially in the form attached hereto as severance pay Exhibit A (the "Severance Payment"), such amount to be paid in accordance with “Release”) within the Company's usual payroll practices during the threeforty-month five (45) day period following such termination. All other benefits, if any, due Executive following a termination pursuant to this Section 6(d) shall be determined in accordance with the plans, policies and practices date of the Company; providedExecutive’s Separation from Service, that Executive shall not participate in any the following severance planbenefits (collectively, policy or program of the Company. Executive shall not accrue any additional compensation (including any Base Salary or bonus) or other benefits under this Agreement following such termination of employment. Notwithstanding the foregoing, if all or any portion of the “Severance Payment or any other payments due under this Agreement following a separation from service are determined to be "nonqualified deferred compensation" subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the Company determines that Executive is a "specified employee" as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, then such payments (or the applicable portion thereof) shall commence no earlier than the first day of the seventh month following the month in which Executive's separation from service occurs (at which time Executive shall be entitled to receive a lump sum payment equal to the aggregate payments that were subject to such six-month payment delay).Benefits”):
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Termination for Good Reason or Without Cause. At any time during the Term, (i) Executive may terminate the Term and Executive's ’s employment hereunder for "“Good Reason" ” (as defined below) and (ii) the Company may terminate the Term and Executive's ’s employment hereunder "without Cause" Cause (that is, other than by death, Disability or for Cause, in accordance with Sections Section 6(a), 6(b) or 6(c), respectively). "“Good Reason" ” shall mean the occurrence, without Executive's ’s prior written consent, of any of the following events: (A) any material breach a reduction in the nature or scope of Executive’s responsibilities, duties or authority from those contemplated by the Company or any of its subsidiaries, as the case may be, of its obligations under this Agreement; (B) a reduction in Executive's the then current Base Salary (other than a reduction made in connection with an across-the-board proportionate reduction in the base salaries of all officers of the Company that is not more than 10%)Salary; (C) causing or requiring Executive to report to any person other than the Board; (D) the relocation of Executive’s primary office to a material reduction by the Company in the kind or level of employee benefits to which Executive is entitled immediately prior to such reduction location that is not generally applicable to all executive level employees within a sixty (60) mile radius of the Company’s offices in McLean, Virginia; or (DE) a material reduction any other breach by the Company of Executive's duties and responsibilitiesa material term of this Agreement, including but not limited to a material change in job title or a change breach of geographic location of Executive's office of more than thirty (30Section 8(d)(iii) miles from by failing to cause any successor to the Company's present office in Rancho Cordova, CaliforniaCompany to expressly assume and agree to perform this Agreement; provided, that any such event described in (A) through (DE) above shall not constitute Good Reason unless Executive delivers to the Company a Notice of Termination for Good Reason within ninety (90) days after Executive first learns of the existence of the circumstances giving rise to Good Reason, and within thirty (30) days following the delivery of such Notice of Termination for Good Reason the Company has failed to cure the circumstances giving rise to Good Reason. Executive may also terminate the Term and his employment hereunder for "Good Reason" if the Company's Chief Executive Officer requests that Executive engage in business-related travel for a total of more than sixty (60) days in any calendar year ending during the Term, excluding any one-day business trips that do not require Executive to stay overnight, if Executive, upon receiving a request from the Chief Executive Officer for business-related travel that would result in such 60-day threshold being exceeded, delivers a written notice to the Chief Executive Officer that such request triggers Executive's right to terminate for "Good Reason" pursuant to this sentence and the Chief Executive Officer does not withdraw the request for such excess travel within five (5) business days of receiving such written notice; provided, that Executive must terminate his employment within ten (10) additional business days of the expiration of such fifth business day if such request is not withdrawn. Upon the termination of Executive's ’s employment hereunder pursuant to this Section 6(d), Executive shall receive (i) the Accrued Amounts Amounts, and (ii) subject to Executive’s execution, delivery and non-revocation of an effective release of all claims against the Company Group substantially in the form attached hereto as Exhibit A (the “Release”) within the forty-five (45) day period following the date of the termination of Executive’s employment (the last day of such 45-day period, the “Release Date”): (A) for a period of twelve (12) months following the date of termination (the “Severance Period”), an amount equal to $62,500 as severance pay the sum of (the "Severance Payment")x) one (1) times Executive’s then current Base Salary and (y) one (1) times Executive’s then current Target Bonus, such amount to be paid in accordance with the Company's usual regular payroll practices during the three-Severance Period; provided that, if such termination occurs within the twelve (12) month period following commencing on a Change in Control (as defined in the Company’s 2009 Stock Incentive Plan), then the cash severance amounts described in this paragraph shall be paid to Executive in a single lump sum and in addition to such terminationcash severance payment, one hundred percent (100%) of Executive’s then outstanding stock options and other equity awards shall become vested and exercisable, as applicable pursuant to the terms of the applicable equity award agreements; and (B) subject to Executive making a timely election to continue such coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), continued health insurance coverage under the Company’s benefit plans at active employee contribution rates, for the Severance Period (or, at the Company’s election, Executive shall pay the full cost of such COBRA premiums and the Company shall promptly reimburse Executive for such COBRA premiums); provided that, such coverage shall terminate earlier if and to the extent Executive becomes eligible to receive health insurance coverage under a plan maintained or provided for the employees of any subsequent employer. All other benefits, if any, due Executive following a termination pursuant to this Section 6(d) shall be determined in accordance with the plans, policies and practices of the Company; provided, that Executive shall not participate in be entitled to any payments or benefits under any severance plan, policy or program of the CompanyCompany Group. Executive shall not accrue any additional compensation (including any Base Salary or bonusAnnual Bonus) or other benefits under this Agreement following such termination of employment. Notwithstanding the foregoing, if all or any portion Assuming Executive’s execution and non-revocation of the Severance Payment or any other payments due Release before the Release Date, the cash severance amounts payable under this Agreement following a separation from service are determined to be "nonqualified deferred compensation" subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the Company determines that Executive is a "specified employee" as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, then such payments (or the applicable portion thereof) paragraph shall commence no earlier than or be made on the first day date that is sixty (60) days after Executive’s termination of the seventh month following the month in which Executive's separation from service occurs (at which time Executive shall be entitled employment hereunder pursuant to receive a lump sum payment equal to the aggregate payments that were subject to such six-month payment delaythis Section 6(d).
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Termination for Good Reason or Without Cause. At any time during the Term, (i) Executive may terminate the Term and Executive's ’s employment hereunder for "“Good Reason" ” (as defined below) and (ii) the Company may terminate the Term and Executive's ’s employment hereunder "without Cause" Cause (that is, other than by death, Disability or for Cause, in accordance with Sections 6(aSection 9(a), 6(b9(b) or 6(c9(c), respectively). "“Good Reason" ” shall mean the occurrence, without Executive's ’s prior written consent, of any of the following events: (A) any material breach a reduction in the nature or scope of Executive’s responsibilities, duties or authority from those contemplated by the Company or any of its subsidiaries, as the case may be, of its obligations under this Agreement; (B) a reduction in Executive's the then current Base Salary (other than a reduction made in connection with an across-the-board proportionate reduction in the base salaries of all officers of the Company that is not more than 10%)Salary; (C) causing or requiring Executive to report to any person other than the CEO; (D) the relocation of Executive’s primary office to a material reduction by the Company in the kind or level of employee benefits to which Executive is entitled immediately prior to such reduction location that is not generally applicable to all executive level employees within a sixty (60) mile radius of the Company’s offices in Tempe, Arizona; or (DE) a material reduction any other breach by the Company of Executive's duties and responsibilitiesa material term of this Agreement, including but not limited to a material change in job title or a change breach of geographic location of Executive's office of more than thirty (30Section 11(d)(iii) miles from by failing to cause any successor to the Company's present office in Rancho Cordova, CaliforniaCompany to expressly assume and agree to perform this Agreement; provided, that any such event described in (A) through (DE) above shall not constitute Good Reason unless Executive delivers to the Company a Notice of Termination for Good Reason within ninety (90) days after Executive first learns of the existence of the circumstances giving rise to Good Reason, and within thirty (30) days following the delivery of such Notice of Termination for Good Reason the Company has failed to cure the circumstances giving rise to Good Reason. Executive may also terminate the Term and his employment hereunder for "Good Reason" if the Company's Chief Executive Officer requests that Executive engage in business-related travel for a total of more than sixty (60) days in any calendar year ending during the Term, excluding any one-day business trips that do not require Executive to stay overnight, if Executive, upon receiving a request from the Chief Executive Officer for business-related travel that would result in such 60-day threshold being exceeded, delivers a written notice to the Chief Executive Officer that such request triggers Executive's right to terminate for "Good Reason" pursuant to this sentence and the Chief Executive Officer does not withdraw the request for such excess travel within five (5) business days of receiving such written notice; provided, that Executive must terminate his employment within ten (10) additional business days of the expiration of such fifth business day if such request is not withdrawn. Upon the termination of Executive's ’s employment hereunder pursuant to this Section 6(d9(d), Executive shall receive (i) the Accrued Amounts Amounts, and (ii) subject to Executive’s execution, delivery and non-revocation of an effective release of all claims against the Company Group substantially in the form attached hereto as Exhibit A (the “Release”) within the forty-five (45) day period following the date of the termination of Executive’s employment (the last day of such 45-day period, the “Release Date”): (A) for a period of twelve (12) months following the date of termination (the “Severance Period”), an amount equal to $62,500 as severance pay the sum of (the "Severance Payment")x) one (1) times Executive’s then current Base Salary and (y) one (1) times Executive’s then current Target Bonus, such amount to be paid in accordance with the Company's usual regular payroll practices during the three-Severance Period; and (B) subject to Executive making a timely election to continue such coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, continued health insurance coverage under the Company’s benefit plans at active employee contribution rates, for the Severance Period; provided that, such coverage shall terminate earlier if and to the extent Executive becomes eligible to receive health insurance coverage under a plan maintained or provided for the employees of any subsequent employer; provided, further that if such termination occurs within the twelve (12) month period following such terminationcommencing on a Change in Control (as defined in the Company’s 2009 Stock Incentive Plan), one hundred percent (100%) of Executive’s then outstanding stock options and other equity awards shall become vested and exercisable, as applicable pursuant to the terms of the applicable equity award agreements. All other benefits, if any, due Executive following a termination pursuant to this Section 6(d9(d) shall be determined in accordance with the plans, policies and practices of the Company; provided, that Executive shall not participate in be entitled to any payments or benefits under any severance plan, policy or program of the CompanyCompany Group. Executive shall not accrue any additional compensation (including any Base Salary or bonusAnnual Bonus) or other benefits under this Agreement following such termination of employment. Notwithstanding the foregoing, if all or any portion Assuming Executive’s execution and non-revocation of the Severance Payment or any other payments due Release before the Release Date, the cash severance amounts payable under this Agreement following a separation from service are determined to be "nonqualified deferred compensation" subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the Company determines that Executive is a "specified employee" as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, then such payments (or the applicable portion thereof) paragraph shall commence no earlier than or be made on the first day date that is sixty (60) days after Executive’s termination of the seventh month following the month in which Executive's separation from service occurs (at which time Executive shall be entitled employment hereunder pursuant to receive a lump sum payment equal to the aggregate payments that were subject to such six-month payment delaythis Section 9(d).
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Termination for Good Reason or Without Cause. At any time during the Term, (i) Executive may terminate the Term and Executive's ’s employment hereunder for "“Good Reason" ” (as defined below) and (ii) the Company may terminate the Term and Executive's ’s employment hereunder "without Cause" Cause (that is, other than by death, Disability or for Cause, in accordance with Sections 6(aSection 9(a), 6(b9(b) or 6(c9(c), respectively). "“Good Reason" ” shall mean the occurrence, without Executive's ’s prior written consent, of any of the following events: (A) any material breach a reduction in the nature or scope of Executive’s responsibilities, duties or authority from those contemplated by the Company or any of its subsidiaries, as the case may be, of its obligations under this Agreement; (B) a reduction in Executive's the then current Base Salary (other than a reduction made in connection with an across-the-board proportionate reduction in the base salaries of all officers of the Company that is not more than 10%)Salary; (C) causing or requiring Executive to report to any person other than the CEO; (D) the relocation of Executive’s primary office to a material reduction by the Company in the kind or level of employee benefits to which Executive is entitled immediately prior to such reduction location that is not generally applicable to all executive level employees within a sixty (60) mile radius of the Company’s offices in Tempe, Arizona; or (DE) a material reduction any other breach by the Company of Executive's duties and responsibilitiesa material term of this Agreement, including but not limited to a material change in job title or a change breach of geographic location of Executive's office of more than thirty (30Section 11(d)(iii) miles from by failing to cause any successor to the Company's present office in Rancho Cordova, CaliforniaCompany to expressly assume and agree to perform this Agreement; provided, that any such event described in (A) through (DE) above shall not constitute Good Reason unless Executive delivers to the Company a Notice of Termination for Good Reason within ninety (90) days after Executive first learns of the existence of the circumstances giving rise to Good Reason, and within thirty (30) days following the delivery of such Notice of Termination for Good Reason the Company has failed to cure the circumstances giving rise to Good Reason. Executive may also terminate , and Executive’s resignation from all positions he then holds with the Term and his employment hereunder for "Good Reason" if the Company's Chief Executive Officer requests that Executive engage in business-related travel for a total of more Company is effective not later than sixty thirty (6030) days in any calendar year ending during following the Term, excluding any one-day business trips that do not require Executive to stay overnight, if Executive, upon receiving a request from the Chief Executive Officer for business-related travel that would result in such 60-day threshold being exceeded, delivers a written notice to the Chief Executive Officer that such request triggers Executive's right to terminate for "Good Reason" pursuant to this sentence and the Chief Executive Officer does not withdraw the request for such excess travel within five (5) business days of receiving such written notice; provided, that Executive must terminate his employment within ten (10) additional business days end of the expiration of such fifth business day if such request is not withdrawncure period. Upon the termination of Executive's ’s employment hereunder pursuant to this Section 6(d9(d), Executive shall receive (i) the Accrued Amounts and (ii) subject to Executive’s execution, delivery and non-revocation of an amount equal to $62,500 effective release of all claims against the Company Group substantially in the form attached hereto as severance pay Exhibit A (the "Severance Payment"), such amount to be paid in accordance with “Release”) within the Company's usual payroll practices during the threeforty-month five (45) day period following such termination. All other benefits, if any, due Executive following a termination pursuant to this Section 6(d) shall be determined in accordance with the plans, policies and practices date of the Company; providedExecutive’s Separation from Service, that Executive shall not participate in any the following severance planbenefits (collectively, policy or program of the Company. Executive shall not accrue any additional compensation (including any Base Salary or bonus) or other benefits under this Agreement following such termination of employment. Notwithstanding the foregoing, if all or any portion of the “Severance Payment or any other payments due under this Agreement following a separation from service are determined to be "nonqualified deferred compensation" subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the Company determines that Executive is a "specified employee" as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, then such payments (or the applicable portion thereof) shall commence no earlier than the first day of the seventh month following the month in which Executive's separation from service occurs (at which time Executive shall be entitled to receive a lump sum payment equal to the aggregate payments that were subject to such six-month payment delay).Benefits”):
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Termination for Good Reason or Without Cause. At any time during the Term, (i) Executive may terminate the Term and Executive's ’s employment hereunder for "“Good Reason" ” (as defined below) and (ii) the Company may terminate the Term and Executive's ’s employment hereunder "without Cause" Cause (that is, other than by death, Disability or for Cause, in accordance with Sections 6(aSection 9(a), 6(b9(b) or 6(c9(c), respectively). "“Good Reason" ” shall mean the occurrence, without Executive's ’s prior written consent, of any of the following events: (A) any material breach a reduction in the nature or scope of Executive’s responsibilities, duties or authority from those contemplated by the Company or any of its subsidiaries, as the case may be, of its obligations under this Agreement; (B) a reduction in Executive's the then current Base Salary (other than a reduction made in connection with an across-the-board proportionate reduction in the base salaries of all officers of the Company that is not more than 10%)Salary; (C) causing or requiring Executive to report to any person other than the CEO; (D) the relocation of Executive’s primary office to a material reduction by the Company in the kind or level of employee benefits to which Executive is entitled immediately prior to such reduction location that is not generally applicable to all executive level employees within a sixty (60) mile radius of the Company’s offices in McLean, Virginia; or (DE) a material reduction any other breach by the Company of Executive's duties and responsibilitiesa material term of this Agreement, including but not limited to a material change in job title or a change breach of geographic location of Executive's office of more than thirty (30Section 11(d)(iii) miles from by failing to cause any successor to the Company's present office in Rancho Cordova, CaliforniaCompany to expressly assume and agree to perform this Agreement; provided, that any such event described in (A) through (DE) above shall not constitute Good Reason unless Executive delivers to the Company a Notice of Termination for Good Reason within ninety (90) days after Executive first learns of the existence of the circumstances giving rise to Good Reason, and within thirty (30) days following the delivery of such Notice of Termination for Good Reason the Company has failed to cure the circumstances giving rise to Good Reason. Executive may also terminate , and Executive’s resignation from all positions he then holds with the Term and his employment hereunder for "Good Reason" if the Company's Chief Executive Officer requests that Executive engage in business-related travel for a total of more Company is effective not later than sixty thirty (6030) days in any calendar year ending during following the Term, excluding any one-day business trips that do not require Executive to stay overnight, if Executive, upon receiving a request from the Chief Executive Officer for business-related travel that would result in such 60-day threshold being exceeded, delivers a written notice to the Chief Executive Officer that such request triggers Executive's right to terminate for "Good Reason" pursuant to this sentence and the Chief Executive Officer does not withdraw the request for such excess travel within five (5) business days of receiving such written notice; provided, that Executive must terminate his employment within ten (10) additional business days end of the expiration of such fifth business day if such request is not withdrawncure period. Upon the termination of Executive's ’s employment hereunder pursuant to this Section 6(d9(d), Executive shall receive (i) the Accrued Amounts and (ii) subject to Executive’s execution, delivery and non-revocation of an amount equal to $62,500 effective release of all claims against the Company Group substantially in the form attached hereto as severance pay Exhibit A (the "Severance Payment"), such amount to be paid in accordance with “Release”) within the Company's usual payroll practices during the threeforty-month five (45) day period following such termination. All other benefits, if any, due Executive following a termination pursuant to this Section 6(d) shall be determined in accordance with the plans, policies and practices date of the Company; providedExecutive’s Separation from Service, that Executive shall not participate in any the following severance planbenefits (collectively, policy or program of the Company. Executive shall not accrue any additional compensation (including any Base Salary or bonus) or other benefits under this Agreement following such termination of employment. Notwithstanding the foregoing, if all or any portion of the “Severance Payment or any other payments due under this Agreement following a separation from service are determined to be "nonqualified deferred compensation" subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the Company determines that Executive is a "specified employee" as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, then such payments (or the applicable portion thereof) shall commence no earlier than the first day of the seventh month following the month in which Executive's separation from service occurs (at which time Executive shall be entitled to receive a lump sum payment equal to the aggregate payments that were subject to such six-month payment delay).Benefits”):
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