Common use of Termination of Employment by the Company Without Cause Clause in Contracts

Termination of Employment by the Company Without Cause. If the Company terminates your employment without Cause during the Employment Period, then, subject to your execution and nonrevocation of the Second Release, and such release becoming effective, you shall be entitled to (i) any then unpaid Base Salary as set forth in Section 3(a) above (payable in a lump-sum on the 60th day following your date of termination), and (ii) full vesting acceleration and settlement of then unvested shares subject to your M&A RSUs and Interim CFO RSUs as set forth in Section 3(c) above. For the avoidance of doubt, all remaining unvested equity awards that are not accelerated according to the terms hereof, including without limitation the unvested portion of the PRSUs, will be forfeited by you. Additionally, subject to your execution and nonrevocation of the Second Release, and such release becoming effective, if the Company terminates your employment without Cause during 2017 and prior to the end of the Employment Period, the Company agrees that you will be eligible to receive under Section 3 of the Employment Agreement the annual bonus that you would have earned for 2017 had you been employed through the time of payment, notwithstanding the condition under the Bonus Plan (as defined in the Employment Agreement) that in order to be eligible to participate in the Bonus Plan a Participant (as defined in the Bonus Plan) must be employed at the time of payment. Any such bonus under the Bonus Plan is subject to the approval of the Compensation Committee of the Company’s Board of Directors, after evaluating to the extent to which the performance objective under the Bonus Plan has been achieved. For the avoidance of doubt, any payment you receive will be calculated in the same manner used for all other Participants under the Bonus Plan, and will be paid at the same time payments are made to such other Participants but in any event no later than March 15, 2018 and payable in a lump-sum.

Termination of Employment by the Company Without Cause. Notwithstanding the provisions of Section 2 of this Agreement, the Board of Directors may terminate the Executive’s employment as provided under this Agreement, at any time, for reasons other than for Cause by notifying the Executive in writing of such termination. If the Executive’s employment is terminated pursuant to this Section 10, the Company terminates your shall pay the Executive in accordance with the normal payroll practices of the Company, an amount equal to one (1) year of the Executive’s base salary, or, if the Executive’s employment without Cause is terminated before May 15, 2005, the remaining base salary otherwise payable to the Executive during the Employment Period, thenin either case, subject to your execution and nonrevocation of the Second Release, and such release becoming effective, you Executive’s base salary shall be entitled to (i) any then unpaid Base Salary as set forth payable at the rate and in the manner required by Section 3(a) above (payable 3 of this Agreement and in a lump-sum on the 60th day following your date of termination), and (ii) full vesting acceleration and settlement of then unvested shares subject to your M&A RSUs and Interim CFO RSUs as set forth in Section 3(c) above. For the avoidance of doubt, all remaining unvested equity awards that are not accelerated according effect immediately prior to the terms hereof, including without limitation date the unvested portion of Executive’s employment was terminated. The payments described in the PRSUs, will immediately preceding sentence shall be forfeited reduced by youany income paid to the Executive during the severance period from other employment or consulting services he performs for other persons or entities. Additionally, subject to your execution and nonrevocation of the Second Release, and such release becoming effective, if the Company terminates your employment without Cause during 2017 and prior to Within ninety (90) days after the end of the fiscal year in which the Executive’s employment is terminated pursuant to this Section 10, the Company shall also pay the Executive a lump sum payment in an amount equal to the Executive’s Incentive Compensation for the last full fiscal year of the Company ending prior to the date the Executive’s employment was terminated (the “Severance Bonus”); provided, however, that if the Executive’s employment is terminated before May 15, 2005, the Company shall pay the Executive, within ninety (90) days after the end of each fiscal year remaining under the Employment Period, a lump sum payment in an amount equal to the Company agrees that you will be eligible Severance Bonus. Upon termination of his employment, the Executive shall immediately forfeit all rights and benefits he would otherwise have been entitled to receive receive, including but not limited to any right to compensation pursuant to Sections 3, 4, or 5 of this Agreement (including any right to the grant of the Option under Section 3 of the Employment Agreement the annual bonus that you would have earned for 2017 had you been employed through the time of payment4.B), notwithstanding the condition under the Bonus Plan (as defined in the Employment Agreement) that in order to be eligible to participate in the Bonus Plan a Participant (as defined in the Bonus Plan) must be employed at the time of payment. Any such bonus under the Bonus Plan is subject to the approval of the Compensation Committee of the Company’s Board of Directors, after evaluating except to the extent to which that such benefits shall have vested and continue after the performance objective termination of the Executive’s employment under the Bonus Plan has been achievedterms of the applicable benefit plans and programs or this Section 10. For The Company and the avoidance Executive shall have no further obligations under this Agreement except as otherwise provided in this Section and Sections 13 and 14 of doubt, any payment you receive will be calculated in the same manner used for all other Participants under the Bonus Plan, and will be paid at the same time payments are made to such other Participants but in any event no later than March 15, 2018 and payable in a lump-sumthis Agreement.

Termination of Employment by the Company Without Cause. Notwithstanding the provisions of Section 2 of this Agreement, the Company may elect (a) not to renew this Agreement at the End of the Initial Term or any Renewal Term; or (b) to terminate the Executive’s employment as provided under this Agreement, at any time, for reasons other than for Cause by notifying the Executive in writing of such termination. If the Executive’s employment is terminated pursuant to this Section 10, the Company terminates your employment without Cause during shall pay to the Employment PeriodExecutive, then, subject to your execution and nonrevocation in accordance with the normal payroll practices of the Second ReleaseCompany, and such release becoming effective, you shall be entitled an amount equal to (i1) any then unpaid the Executive’s Base Salary as set forth in Section 3(a) above (payable in for a lump-sum period of 12 months commencing on the 60th day following your date Termination Date; and 2) a pro-rata portion of termination), any incentive compensation that otherwise would have become due and (ii) full vesting acceleration and settlement of then unvested shares subject to your M&A RSUs and Interim CFO RSUs as set forth in Section 3(c) above. For the avoidance of doubt, all remaining unvested equity awards that are not accelerated according payable to the terms Executive pursuant to the provisions of Section 4(a) hereof, including without limitation subject, to the unvested portion extent applicable, to the provisions of the PRSUs, will be forfeited by you. Additionally, subject to your execution and nonrevocation of the Second Release, and such release becoming effectiveSection 4(f) hereof, if the Company terminates your Executive’s employment without Cause during 2017 and had not been terminated prior to the end then current year of the Employment PeriodInitial Term or the then current Renewal Term (the “Pro-Rata Bonus”), as the case may be. Such Pro-Rata Bonus shall be calculated by multiplying the total amount of the incentive compensation payable pursuant to Section 4(a) and, if applicable, Section 4(f) hereof, for the year in question by a fraction, the Company agrees numerator of which shall be the number of days that you will shall have elapsed between the beginning of such year and the date of termination of this Agreement, and the denominator of which shall be eligible to receive under Section 3 of the Employment Agreement the annual bonus that you would have earned for 2017 had you been employed through the time of payment, notwithstanding the condition under the Bonus Plan (as defined in the Employment Agreement) that in order to be eligible to participate in the Bonus Plan a Participant (as defined in the Bonus Plan) must be employed at the time of payment360. Any such bonus under the Bonus Plan is subject In addition to the approval of foregoing payments, the Compensation Committee Executive’s participation in all of the Company’s Board benefit plans, programs, arrangements and practices, including all disability, medical, life insurance and similar programs, but excluding the Option Plan and any pension, 401-K or similar retirement income or profit sharing plans, shall continue during such 12 month period. The termination of Directorsthe Executive’s employment by the Company as a result of his continuous and uninterrupted inability to perform his duties and responsibilities under this Agreement, after evaluating on behalf of the Company for a period of not less than180 days from the first day of such inability to the extent perform his duties shall be considered to which the performance objective under the Bonus Plan has been achieved. For the avoidance of doubt, any payment you receive will be calculated in the same manner used for all other Participants under the Bonus Plan, and will be paid at the same time payments are made to such other Participants but in any event no later than March 15, 2018 and payable in a lump-sumtermination without cause hereunder.

Termination of Employment by the Company Without Cause. If In the Company terminates your event the Executive's employment is terminated without Cause during Cause, other than due to Disability or death, the Employment Period, then, subject to your execution and nonrevocation of the Second Release, and such release becoming effective, you Executive shall be entitled to: (1) Base Salary earned but not paid prior to the date of the termination of employment; (2) Base Salary, at the annualized rate in effect on the date of the termination of the Executive's employment for the longer of (i) any then unpaid the end of the Term of Employment or (ii) 24 months, payable as a lump sum using as a discount rate the long-term applicable federal rate compounded annually as published by the Internal Revenue Service for the month in which the termination of employment occurs; (3) an amount equal to the product of (a) the average percentage of Base Salary paid to the Executive as set forth annual incentive bonuses for the two calendar years immediately preceding the year of the termination of employment multiplied by (b) the Base Salary in effect on the date of the Executive's termination of employment; (4) have all unexercisable stock options granted under Section 3(a6 above and held by the Executive on the date of the termination of employment become immediately exercisable; (5) have all exercisable and unexercisable stock options granted under Section 6 above and held by the Executive on the date of the termination of employment remain exercisable until the date the option would otherwise expire; (payable 6) the Company continue its payment of the Policy's annual premium pursuant to Section 7 above; (7) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, or 9 above; and (8) continued participation in all medical, dental, hospitalization and life insurance coverage and in other employee benefit plans or programs in which he was participating on the date of the termination of employment until the earlier of: i) the end of the period in respect of which a lump-sum severance payment is made; ii) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided, however, that (i) if the 60th day following your date Executive is precluded from continuing his participation in any employee benefit plan or program as provided in Section 11(d)(8)(A) above, he shall be provided with the after-tax economic equivalent of terminationthe benefits provided under the plan or program in which he is unable to participate for the period specified in this Section 11(d)(8), and (ii) full vesting acceleration and settlement the economic equivalent of then unvested shares subject to your M&A RSUs and Interim CFO RSUs as set forth in Section 3(c) above. For the avoidance of doubt, all remaining unvested equity awards that are not accelerated according to the terms hereof, including without limitation the unvested portion of the PRSUs, will be forfeited by you. Additionally, subject to your execution and nonrevocation of the Second Release, and such release becoming effective, if the Company terminates your employment without Cause during 2017 and prior to the end of the Employment Period, the Company agrees that you will be eligible to receive under Section 3 of the Employment Agreement the annual bonus that you would have earned for 2017 had you been employed through the time of payment, notwithstanding the condition under the Bonus Plan (as defined in the Employment Agreement) that in order to be eligible to participate in the Bonus Plan a Participant (as defined in the Bonus Plan) must be employed at the time of payment. Any such bonus under the Bonus Plan is subject to the approval of the Compensation Committee of the Company’s Board of Directors, after evaluating to the extent to which the performance objective under the Bonus Plan has been achieved. For the avoidance of doubt, any payment you receive will be calculated in the same manner used for all other Participants under the Bonus Plan, and will be paid at the same time payments are made to such other Participants but in any event no later than March 15, 2018 and payable in a lump-sum.7

Termination of Employment by the Company Without Cause. If In the Company terminates your event the Executive's employment is terminated without Cause during Cause, other than due to Disability or death, the Employment Period, then, subject to your execution and nonrevocation of the Second Release, and such release becoming effective, you Executive shall be entitled to: (1) Base Salary earned but not paid prior to the date of the termination of employment; (2) Base Salary, at the annualized rate in effect on the date of the termination of the Executive's employment for the longer of (i) any then unpaid the end of the Term of Employment or (ii) 24 months, payable as a lump sum using as a discount rate the long-term applicable federal rate compounded annually as published by the Internal Revenue Service for the month in which the termination of employment occurs; (3) an amount equal to the product of (a) the average percentage of Base Salary paid to the Executive as set forth annual incentive bonuses for the two calendar years immediately preceding the year of the termination of employment multiplied by (b) the Base Salary in effect on the date of the Executive's termination of employment; (4) have all unexercisable stock options granted under Section 3(a6 above and held by the Executive on the date of the termination of employment become immediately exercisable; (5) have all exercisable and unexercisable stock options granted under Section 6 above and held by the Executive on the date of the termination of employment remain exercisable until the date the option would otherwise expire; (payable 6) the Company continue its payment of the Policy's annual premium pursuant to Section 7 above; (7) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7, 8, or 9 above; and (8) continued participation in all medical, dental, hospitalization and life insurance coverage and in other employee benefit plans or programs in which he was participating on the date of the termination of employment until the earlier of: (A) the end of the period in respect of which a lump-sum on severance payment is made; (B) the 60th day following your date of termination)date, or dates, he receives equivalent coverage and (ii) full vesting acceleration and settlement of then unvested shares subject to your M&A RSUs and Interim CFO RSUs as set forth in Section 3(c) above. For the avoidance of doubt, all remaining unvested equity awards that are not accelerated according to the terms hereof, including without limitation the unvested portion of the PRSUs, will be forfeited by you. Additionally, subject to your execution and nonrevocation of the Second Release, and such release becoming effective, if the Company terminates your employment without Cause during 2017 and prior to the end of the Employment Period, the Company agrees that you will be eligible to receive under Section 3 of the Employment Agreement the annual bonus that you would have earned for 2017 had you been employed through the time of payment, notwithstanding the condition benefits under the Bonus Plan plans and programs of a subsequent employer (as defined in the Employment Agreement) that in order such coverage and benefits to be eligible to participate in the Bonus Plan determined on a Participant (as defined in the Bonus Plan) must be employed at the time of payment. Any such bonus under the Bonus Plan is subject to the approval of the Compensation Committee of the Company’s Board of Directorscoverage-by-coverage, after evaluating to the extent to which the performance objective under the Bonus Plan has been achieved. For the avoidance of doubtor benefit-by-benefit, any payment you receive will be calculated in the same manner used for all other Participants under the Bonus Plan, and will be paid at the same time payments are made to such other Participants but in any event no later than March 15, 2018 and payable in a lump-sum.basis); 7

Termination of Employment by the Company Without Cause. Notwithstanding the provisions of Section 2 of this Agreement, the Board of Directors may terminate the Executive’s employment as provided under this Agreement, at any time, for reasons other than for Cause by notifying the Executive in writing of such termination. If the Executive’s employment is terminated pursuant to this Section 10, the Company terminates your shall pay the Executive in accordance with the normal payroll practices of the Company, an amount equal to one (1) year of the Executive’s base salary, or, if the Executive’s employment without Cause is terminated before January 21, 2005, the remaining base salary otherwise payable to the Executive during the Employment Period, thenin either case, subject to your execution and nonrevocation of the Second Release, and such release becoming effective, you Executive’s base salary shall be entitled to (i) any then unpaid Base Salary as set forth payable at the rate and in the manner required by Section 3(a) above (payable 3 of this Agreement and in a lump-sum on the 60th day following your date of termination), and (ii) full vesting acceleration and settlement of then unvested shares subject to your M&A RSUs and Interim CFO RSUs as set forth in Section 3(c) above. For the avoidance of doubt, all remaining unvested equity awards that are not accelerated according effect immediately prior to the terms hereof, including without limitation date the unvested portion of Executive’s employment was terminated. The payments described in the PRSUs, will immediately preceding sentence shall be forfeited reduced by youany income paid to the Executive during the severance period from other employment or consulting services he performs for other persons or entities. Additionally, subject to your execution and nonrevocation of the Second Release, and such release becoming effective, if the Company terminates your employment without Cause during 2017 and prior to Within ninety (90) days after the end of the fiscal year in which the Executive’s employment is terminated pursuant to this Section 10, the Company shall also pay the Executive a lump sum payment in an amount equal to the Executive’s Incentive Compensation for the last full fiscal year of the Company ending prior to the date the Executive’s employment was terminated (the “Severance Bonus”); provided, however, that if the Executive’s employment is terminated before January 21, 2005, the Company shall pay the Executive, within ninety (90) days after the end of each fiscal year remaining under the Employment Period, a lump sum payment in an amount equal to the Company agrees that you will be eligible Severance Bonus. Upon termination of his employment, the Executive shall immediately forfeit all rights and benefits he would otherwise have been entitled to receive receive, including but not limited to any right to compensation pursuant to Sections 3, 4, or 5 of this Agreement (including any right to the grant of the Option under Section 3 of the Employment Agreement the annual bonus that you would have earned for 2017 had you been employed through the time of payment4.B), notwithstanding the condition under the Bonus Plan (as defined in the Employment Agreement) that in order to be eligible to participate in the Bonus Plan a Participant (as defined in the Bonus Plan) must be employed at the time of payment. Any such bonus under the Bonus Plan is subject to the approval of the Compensation Committee of the Company’s Board of Directors, after evaluating except to the extent to which that such benefits shall have vested and continue after the performance objective termination of the Executive’s employment under the Bonus Plan has been achievedterms of the applicable benefit plans and programs or this Section 10. For The Company and the avoidance Executive shall have no further obligations under this Agreement except as otherwise provided in this Section and Sections 13 and 14 of doubt, any payment you receive will be calculated in the same manner used for all other Participants under the Bonus Plan, and will be paid at the same time payments are made to such other Participants but in any event no later than March 15, 2018 and payable in a lump-sumthis Agreement.