Common use of Without Cause or With Good Reason Clause in Contracts

Without Cause or With Good Reason. If the Company terminates the Executive’s employment without Cause (as defined below), or the Executive resigns for Good Reason (as defined below), then, provided that the Executive executes and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory to the Company (i) the Company shall pay an amount equal to twelve months of the Executive’s Base Salary (at the rate in effect at the time of termination), and (ii) the Company shall make payment of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitled, if any, for the calendar year in which Executive’s employment with the Company terminates, pursuant to the payment schedule in the following sentence (collectively, the “Severance Payments”). Base Salary severance payments will be made in equal installments on the days regular payments are made to Company employees. The prorated portion of the Performance Bonus, if any, will be paid on the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement until the earliest of (i) the twelve-month anniversary of the Executive’s termination, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. In addition, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months following the Executive’s termination shall accelerate and become fully-vested as of the date of the Executive’s termination. In no event shall the Executive or the Executive’s estate or beneficiaries be entitled to any of the payments or benefits set forth in this Section 6.2 upon termination of the Executive’s employment by reason of his disability or death.

Without Cause or With Good Reason. If the Company terminates the ExecutiveEmployee’s employment without Cause (as defined below), or the Executive resigns Employee terminates his employment for Good Reason (as defined below)Reason, then, provided that the Executive executes and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory Company shall pay or provide to the Company Employee: (a) (i) the Company shall pay an amount equal to twelve months of the Executive’s Base Salary accrued through the date of termination, and (ii) any applicable benefits as provided under the corresponding plans, including accrued and unused vacation earned through the date of termination at the rate in effect at the time of termination), less standard deductions and withholdings; plus (b) an amount equal to the greater of the Base Salary to which Employee would be eligible to receive in the event he had remained employed through the end of the Term or eighteen months of Base Salary as severance, and any applicable benefits as provided under the corresponding plans, including accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination, less standard deductions and withholdings, such payments to be made at the times and in the amounts that the Base Salary would have been paid had this Agreement not been so terminated. In the case of termination without Cause, Employee shall be entitled to retain all vested and unvested shares of common stock. In the case of termination for Good Reason Employee shall be entitled to retain all vested shares of common stock. For the purpose of determining the number of vested options, the date of termination under this 3.2.3 shall be assumed to be 12 months after the actual date of termination (iii.e. there shall be a 12 month acceleration of vesting). For the purposes of this 3.2.3, the JBI Share Price shall equal the weighted average share price in the six months prior to the termination. The Employee will be entitled to payment and eighteen months of Base Salary as severance Employee will be entitled to six (6) months continued health and dental coverage paid for by the Company shall make payment of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitled, if any, for the calendar year in which Executive’s employment with the Company terminates, pursuant to the payment schedule in the following sentence (collectively, the “Severance Payments”). Base Salary severance payments will be made in equal installments on the days regular payments are made to Company employees. The prorated portion of the Performance Bonus, if any, will be paid on the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive and then will be eligible to receive such reimbursement until the earliest of (i) the twelve-month anniversary of the Executive’s termination, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar continue coverage from another employer. In addition, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months following the Executive’s termination shall accelerate and become fully-vested as of the date of the Executive’s termination. In no event shall the Executive or the Executive’s estate or beneficiaries be entitled to any of the payments or benefits set forth in this Section 6.2 upon termination of the Executive’s employment by reason of his disability or deaththrough COBRA.

Without Cause or With Good Reason. If the Company terminates the Executive suffers a Separation of Service pursuant to Section 11(c) above by reason of WRC terminating Executive’s employment without Cause (as defined below)Cause, in connection with a Change of Control, on or before the date that is one year after the occurrence of a Change of Control or, if later, the date of expiration of the Term of this Agreement, or the Executive resigns terminating his employment for Good Reason (as defined below)in connection with the occurrence of a Change of Control during the Term of this Agreement under Section 2(g)(iv) above, then, provided that the Executive executes and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory to shall receive the Company following: (i) any unpaid Base Salary through the Company shall pay an Date of Termination; (ii) the amount equal of any Annual Bonus to twelve months which the Executive is entitled to receive as of the ExecutiveDate of Termination pursuant to Section 7(b) above; (iii) two year’s Base Salary (at the rate in effect at the time Date of termination), Termination; and (iiiv) any amounts due pursuant to the Company shall make payment terms of a prorated portion any applicable welfare or employee benefit plan of the Performance Bonus to WRC in which the Executive would otherwise be entitledparticipated as of the Date of Termination. Notwithstanding the foregoing sentence, if any, for the calendar year in which Executive’s employment with the Company terminates, Executive suffers a Separation of Service pursuant to the payment schedule in the following sentence (collectively, the “Severance Payments”). Base Salary severance payments will be made in equal installments on the days regular payments are made to Company employees. The prorated portion Section 11(c) above by reason of the Performance Bonus, if any, will be paid on the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement until the earliest of (i) the twelve-month anniversary of the Executive’s termination, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. In addition, the Option grant shall provide that if the Company terminates the WRC terminating Executive’s employment without CauseCause other than in connection with a Change of Control, or the Executive resigns terminating his employment for Good ReasonReason other than in connection with the occurrence of a Change of Control during the Term of this Agreement under Section 2(g)(iv) above, then the shares underlying Executive shall receive (x) any unpaid Base Salary through the option grant that would otherwise Date of Termination; (absent y) one year’s Base Salary at the termination) have vested rate in the 12 months following the Executive’s termination shall accelerate and become fully-vested effect as of the date Date of Termination; and (z) any amounts due pursuant to the terms of any applicable welfare or employee benefit plan of WRC in which the Executive participated as of the Executive’s terminationDate of Termination. In no event The foregoing amounts shall be paid by WRC to the Executive in a lump sum in cash within 60 days after the Date of Termination or the Executive’s estate or beneficiaries be entitled to any of the payments or benefits set forth in this Section 6.2 upon termination of the Executive’s employment earlier as required by reason of his disability or deathapplicable law.

Without Cause or With Good Reason. If If, during the Company terminates the Employment Period, Executive’s 's employment without Cause (as defined below), or the Executive resigns for Good Reason (as defined below), then, provided that the Executive executes and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory to the Company shall be terminated (i) by the Company without Cause, or (ii) by Executive for Good Reason, the Company shall pay an amount equal to twelve months the Executive in a lump sum in cash within ten (10) days after the date of termination (unless a delay is required pursuant to Section 14(b) below), the aggregate of the following amounts, with respect to which Executive shall have no duty of mitigation and the Company shall have no right of set-off: to the extent not theretofore paid, the Executive’s 's Base Salary (through the date of termination at the rate in effect at on the time date of termination plus any Bonus amounts which have become payable and any accrued vacation pay; a pro rata portion of Executive's Bonus for the Fiscal Year in which the date of termination occurs equal to the product of (1) the greater of (x) the average annual dollar bonus amount that was earned by the Executive under the Bonus Plan for the three completed Fiscal Years immediately prior to the date of termination), and or (iiy) Executive's Target bonus amount under the Company shall make payment Bonus Plan for the Fiscal Year which includes the date of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitledtermination or, if anyno target has been set with respect to Executive for such Fiscal Year, the Target bonus amount for the calendar year immediately preceding Fiscal Year (in which either case, based on Executive’s employment with the Company terminates, 's target percentage of Base Salary established pursuant to the payment schedule Bonus Plan) (the greater of (x) and (y) being referred to as the "Target Bonus"), multiplied by (2) a fraction, the numerator of which is the number of days in the following sentence Fiscal Year in which the date of termination occurs through the date of termination and the denominator of which is three hundred sixty-five (collectively, 365); an amount equal to two (2) times the “Severance Payments”). Executive's Base Salary severance payments will be made and Target Bonus; an amount equal to twenty four (24) multiplied by the applicable monthly COBRA premium as in equal installments effect on the days regular payments are made to Company employees. The prorated portion of the Performance Bonus, if any, will be paid on the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement until the earliest of (i) the twelve-month anniversary of the Executive’s termination, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. In addition, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months following the Executive’s termination shall accelerate and become fully-vested as of the date of the Executive’s termination. In no event shall 's termination that the Executive would have to pay to continue the welfare benefits for which COBRA continuation rights are available for the Executive and, where applicable, his or the Executive’s estate or beneficiaries be entitled her family, with respect to any of the payments or benefits set forth those plans, programs and policies described in this Section 6.2 upon termination of the Executive’s employment by reason of his disability or death.5(d); and

Without Cause or With Good Reason. If If, during the Company terminates the Employment Period, Executive’s 's employment without Cause (as defined below), or the Executive resigns for Good Reason (as defined below), then, provided that the Executive executes and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory to the Company shall be terminated (i) by the Company without Cause, or (ii) by Executive for Good Reason, the Company shall pay an amount equal to twelve months the Executive in a lump sum in cash within ten (10) days after the date of termination (unless a delay is required pursuant to Section 14(b) below), the aggregate of the following amounts, with respect to which Executive shall have no duty of mitigation and the Company shall have no right of set-off: (A) to the extent not theretofore paid, the Executive’s 's Base Salary (through the date of termination at the rate in effect on the date of termination plus any Bonus amounts which have become payable and any accrued vacation pay; (B) a pro rata portion of Executive's Bonus for the Fiscal Year in which the date of termination occurs equal to the product of (1) the greater of (x) the average annual dollar bonus amount that was earned by the Executive under the Bonus Plan for the three completed Fiscal Years immediately prior to the date of termination, or (y) Executive's Target bonus amount under the Bonus Plan for the Fiscal Year which includes the date of termination or, if no target has been set with respect to Executive for such Fiscal Year, the Target bonus amount for the immediately preceding Fiscal Year (in either case, based on Executive's target percentage of Base Salary established pursuant to the Bonus Plan) (the greater of (x) and (y) being referred to as the "Target Bonus"), multiplied by (2) a fraction, the numerator of which is the number of days in the Fiscal Year in which the date of termination occurs through the date of termination and the denominator of which is three hundred sixty- five (365); (C) an amount equal to Executive's Base Salary and Target Bonus for the remainder of the Employment Period; (D) an amount equal to the number of months remaining in the Employment Period multiplied by the applicable monthly COBRA premium as in effect on the date of the Executive?s termination that the Executive would have to pay to continue the welfare benefits for which COBRA continuation rights are available for the Executive and, where applicable, his or her family, with respect to those plans, programs and policies described in Section 5(d); (E) the present lump sum value of benefits which would have accrued for the benefit of Executive under the The Pep Boys ? Manny, Moe & Xxxx Account Plan or The Pep Boys ? Manny, Moe & Xxxx Legacy Plan, as applicable, (the ?Retirement Plan?) which Executive was participating immediately prior to his termination date and had Executive remained employed for the remainder of the Employment Period after the date of termination and continued participating in such Retirement Plan, determined using the factors specified in the Retirement Plan for calculating lump sum distributions, and assuming that Executive would have continued for such period to earn the Base Salary at the time date of termination and be paid the Target Bonus on each date during such Employment Period that the Bonus typically had been paid prior to the date of termination). For purposes of clarity, and (ii) the Company shall make payment of this benefit is intended as a prorated portion of the Performance Bonus severance benefit payable to which the Executive would otherwise be entitled, if any, for the calendar year in which Executive’s employment with the Company terminates, pursuant to this Section 7(e) and is not intended to be an additional benefit under the payment schedule in the following sentence (collectively, the “Severance Payments”). Base Salary severance payments will be made in equal installments on the days regular payments are made to Company employees. The prorated portion of the Performance Bonus, if any, will be paid on the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement until the earliest of (i) the twelve-month anniversary of the Executive’s termination, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employerRetirement Plan. In addition, for purposed of calculating ?Years of Service? under the Option grant applicable Retirement Plan, Executive shall provide that if receive credit for the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested period of time remaining in the 12 Employment Period; and (F) an amount equal to the number of months following remaining in the Executive’s termination shall accelerate and become fully-vested Employment Period multiplied by the applicable monthly premium or allowance as of in effect on the date of the Executive’s terminationExecutive?s termination that would have to be paid to continue the programs and benefits which are available for the Executive and, where applicable, his or her family, with respect to those plans, programs and policies described in Sections 5 (c) and (d), other than those covered by clause (D) and (E) above. In no addition, upon a termination of Executive in accordance with this Section 7(e), all non-vested stock options, and any other non-vested stock or stock-based awards held by Executive, shall immediately become fully vested, non-forfeitable and exercisable. Notwithstanding anything herein to the contrary, in the event shall that Executive is entitled to the amounts set forth above as a result of a termination of Executive?s employment prior to a Change of Control and Executive reasonably demonstrates pursuant to Section 1(a) that such termination was at the direction of a third party or in connection with the Change of Control, the Executive or shall receive the Executive’s estate or beneficiaries be entitled to any of the payments or benefits amounts set forth in this Section 6.2 upon termination 7(e), less any severance compensation paid to Executive in connection with such termination, within ten (10) days following the Change of Control; provided however, that if these amounts are deemed to constitute deferred compensation subject to the requirements of Section 409A of the Executive’s Code, such amounts shall be paid to the Executive as follows: (i) if the Change of Control qualifies as a permissible distribution event within the meaning of Section 409A(a)(2)(A)(v) of the Code, it will be paid within ten (10) days following the Change of Control, unless payment is required to be delayed pursuant to Section 14(b) below in which case it will be paid at the end of the period described in Section 14(b) if such date is later than the ten (10) day period following the Change of Control, or (ii) if the Change of Control does not qualify as a permissible distribution event within the meaning of Section 409A(a)(2)(A)(v) of the Code, it will be payable in a single sum on the first business day of the month immediately following the six (6) month anniversary of the date Executive terminated employment by reason of his disability or deathwith the Company. 8.

Without Cause or With Good Reason. If the Company terminates the Executive’s employment without Cause (as defined below), or the Executive resigns for Good Reason (as defined below), then, provided that the Executive executes and delivers, and does note not revoke, a general release of claims in a customary form reasonably mutually satisfactory to the Company and Executive (the “Release”) (i) the Company shall pay an amount equal to twelve months two times the sum of (x) Base Salary, and (y) the target Performance Bonus, both as determined and in effect at the date of the Executive’s Base Salary termination, payable in a single lump sum within ten (at 10) business days after the rate in effect at expiration of the time “Revocation Period” (defined as the seven (7) day period following execution of termination), the Release and (ii) the Company shall make payment of a prorated portion of the Performance Bonus to which will pay the Executive would otherwise be entitled, if any, an amount equal to twelve multiplied by the difference between the monthly COBRA premium cost and the monthly contribution previously paid by the Executive as an active employee for the calendar year in which Executive’s employment with the Company terminates, pursuant same coverage prior to the payment schedule in the following sentence (collectively, the “Severance Payments”). Base Salary severance payments will be made in equal installments on the days regular payments are made to Company employees. The prorated portion of the Performance Bonus, if any, will be paid on the date that bonus payments are made to current Company employees, such termination or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement until the earliest of (i) the twelve-month anniversary of the Executive’s termination, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employerresignation. In addition, the Option grant award agreements issued in connection with the Inducement Equity Grant and any award agreements governing any other equity awards issued to the Executive after the date hereof shall provide that that, if the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, then the shares underlying the option grant such equity awards that would otherwise (absent the termination) have vested in during the 12 months twenty-four (24) month period following the Executive’s termination shall accelerate and become fully-vested as of the date of the Executive’s termination. Executive’s equity award agreements will also provide that Executive shall have 12 months from the date of any such termination to exercise any remaining stock options held by Executive. Any other unvested equity awards will be forfeited upon any termination of employment. In no event shall the Executive or the Executive’s estate or beneficiaries be entitled to any of the payments or benefits set forth in this Section 6.2 upon termination of the Executive’s employment by reason of his disability or deathdeath other than the right to a pro rata Performance Bonus based on the number of months Executive was employed in the calendar year prior to such death or disability.

Without Cause or With Good Reason. If If, during the Company terminates the Employment Period, Executive’s 's employment without Cause (as defined below), or the Executive resigns for Good Reason (as defined below), then, provided that the Executive executes and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory to the Company shall be terminated (i) by the Company Corporation without Cause, or (ii) by Executive for Good Reason, the Corporation shall pay an amount equal to twelve months the Executive or provide the following amounts and benefits, with respect to which Executive shall have no duty of mitigation: (A) to the extent not theretofore paid, the Corporation shall pay the Executive’s 's Base Salary (through the date of termination at the rate in effect on the date of termination plus any Bonus amounts which have been earned and become payable and any vacation pay for accrued but unused vacation through the date of termination in the calendar year which includes the date of termination (such amount to be paid in a lump sum within 10 days of such termination); (B) the Corporation shall continue to pay to the Executive the Base Salary in equal installments at the regular pay periods of the Corporation from the termination date through the end of the then applicable Employment Period as if the Executive had continued to be employed for the remainder of the then applicable Employment Period (the "Severance Period"); (C) the Corporation shall also pay to the Executive (i) his target bonus amount under the Bonus Plan (or $100,000 if such termination occurs in the First Fiscal Year) for the fiscal year which includes the date of termination or, if no target has been set with respect to Executive for such fiscal year, the target bonus amount for the immediately preceding fiscal year (in either case, based on Executive's target percentage of Base Salary established pursuant to the Bonus Plan) (the "Target Bonus") and (ii) his Target Bonus for each fiscal year that ends during the Severance Period; (D) the Corporation shall continue to provide welfare benefits to the Executive and his family during the Severance Period at least equal to those which would have been provided to them in accordance with the plans, programs and policies described in Section 3(e) in this Agreement if the Executive's employment had continued through the Severance Period. To the extent that such benefits are not permissible after termination of employment under the terms of the benefit plans of the Corporation then in effect, the Corporation shall pay to the Executive in a lump sum in cash within thirty (30) days after the date of termination an amount equal to the cost to the Executive of acquiring on a non-group basis those benefits lost to the Executive and the Executive's family as a result of the Executive's termination; and (E) all non-vested stock options held by the Executive shall immediately become fully vested and exercisable; All payments and benefits to be provided to this Section 5(d) shall be subject to the Executive's (x) compliance with the restrictions of Sections 6 and 7(a) herein and (y) execution of a general release and waiver of claims against the Corporation in the form to be determined by the Corporation at the time of termination), and (ii) . Anything herein to the Company shall make payment of a prorated portion of the Performance Bonus to which the Executive would otherwise be entitledcontrary notwithstanding, if any, for the calendar year in which Executive’s employment with the Company terminates, pursuant to the payment schedule in the following sentence (collectively, the “Severance Payments”). Base Salary severance payments will be made in equal installments on the days regular payments are made to Company employees. The prorated portion of the Performance Bonus, if any, will be paid on the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement until the earliest of (i) the twelve-month anniversary of the Executive’s termination, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible entitled to receive substantially similar coverage from another employer. In additionpayments pursuant to Section 5(d) hereof, the Option grant shall provide that if the Company terminates the Executive’s employment without Cause, Executive agrees to waive payments under any severance plan or the Executive resigns for Good Reason, then the shares underlying the option grant that would otherwise (absent the termination) have vested in the 12 months following the Executive’s termination shall accelerate and become fully-vested as program of the date of the Executive’s terminationCorporation. In no event shall the Executive or the Executive’s estate or beneficiaries be entitled to any of the payments or benefits set forth in this Section 6.2 upon termination of the Executive’s employment by reason of his disability or death6.

Without Cause or With Good Reason. If the Company terminates the Executive’s employment without Cause (as defined below), or the Executive resigns for Good Reason (as defined below), then, provided that the Executive executes and delivers, and does note not revoke, a general release of claims in a customary form reasonably mutually satisfactory to the Company and Executive (i) the Company shall pay an amount equal to twelve months two times the sum of (x) Base Salary, and (y) the target Performance Bonus, both as determined and in effect at the date of the Executive’s Base Salary (at termination, payable in substantially equal monthly installments during the rate in effect at the time of twenty-four month period following termination), and (ii) the Company shall make payment of a prorated portion of the Performance Bonus to which will pay the Executive would otherwise be entitled, if any, an amount equal to twelve multiplied by the difference between the monthly COBRA premium cost and the monthly contribution previously paid by the Executive as an active employee for the calendar year in which Executive’s employment with the Company terminates, pursuant same coverage prior to the payment schedule in the following sentence (collectively, the “Severance Payments”). Base Salary severance payments will be made in equal installments on the days regular payments are made to Company employees. The prorated portion of the Performance Bonus, if any, will be paid on the date that bonus payments are made to current Company employees, such termination or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement until the earliest of (i) the twelve-month anniversary of the Executive’s termination, (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employerresignation. In addition, the Option grant award agreements issued in connection with the Inducement Equity Grant and any award agreements governing any other equity awards issued to the Executive after the date hereof shall provide that that, if the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, then the shares underlying the option grant such equity awards that would otherwise (absent the termination) have vested in during the 12 months twenty-four (24) month period following the Executive’s termination shall accelerate and become fully-vested as of the date of the Executive’s termination. Executive’s equity award agreements will also provide that Executive shall have 12 months from the date of any such termination to exercise any remaining stock options held by Executive. Any other unvested equity awards will be forfeited upon any termination of employment. In no event shall the Executive or the Executive’s estate or beneficiaries be entitled to any of the payments or benefits set forth in this Section 6.2 ‎6.2 upon termination of the Executive’s employment by reason of his disability or deathdeath other than the right to a pro rata Performance Bonus based on the number of months Executive was employed in the calendar year prior to such death or disability.

Without Cause or With Good Reason. If the Company terminates the Executive’s employment without Cause (as defined below), or the Executive resigns for Good Reason (as defined below), then, provided that the Executive executes and delivers, and does note revoke, a general release of claims in a form reasonably satisfactory to the Company (i) The employment of the Executive may also be terminated by the Company shall pay an amount equal to twelve months at any time without Cause or by the Executive at any time with Good Reason. If, during the Term of Employment, the employment of the Executive’s Executive is terminated by the Company without Cause, or by the Executive with Good Reason, the Executive shall continue to receive Base Salary (at the rate provided for in Section 3 as then in effect at and medical and other insurance coverage in effect on the time Date of Termination for the six months following termination). Upon the Termination of Executive under this Section, and (ii) the Company shall make payment of a prorated portion all options scheduled to vest within one year of the Performance Bonus Date of Termination shall accelerate and immediately vest and all vested options shall become exercisable as provided in Executive's Option Agreement. Subject to which the severance arrangements described herein, all other benefits under this Agreement shall lapse, expire and be forfeited. 5 (d) DEFINITION OF "CAUSE" AND "GOOD REASON". "Cause" means (i) willful failure of the Executive would otherwise be entitled, if any, for the calendar year in which Executive’s employment to perform his duties with the Company terminates, pursuant which have been duly assigned to the payment schedule in Executive and which duties are commensurate with the following sentence (collectively, the “Severance Payments”). Base Salary severance payments will be made in equal installments on the days regular payments are made to Company employees. The prorated portion of the Performance Bonus, if any, will be paid on the date that bonus payments are made to current Company employees, or on the regular payroll day that the Company makes the first Base Salary severance payment, whichever position for which Executive is later. Provided that the Executive properly elects COBRA continuation coverage, the Company will reimburse the Executive for the cost of the insurance premiums for such coverage. The Executive will be eligible to receive such reimbursement until the earliest of (i) the twelve-month anniversary of the Executive’s terminationthen employed, (ii) the date engaging by the Executive in willful conduct which is no longer eligible materially injurious to receive COBRA continuation coverage; and the Company, (iii) the date on which conviction of the Executive becomes eligible of any crime or offense constituting a felony; or (iv) a failure by the Executive to receive substantially similar coverage from another employer. In additioncomply with any material provision of this Agreement, the Option grant shall provide that which failure is not cured (if the Company terminates capable of cure) within 30 days after receipt of written notice of such non-compliance by the Executive’s employment without Cause, or . Termination of the Executive resigns for Good Reason"cause" shall mean termination by action of at least a majority of the Company's Board of Directors, then at a meeting duly called and held upon at least 30 days written notice to the shares underlying Executive specifying the option grant particulars of the action or inaction alleged to constitute "cause" and at which meeting the Executive and his counsel were entitled to be present and given adequate opportunity to be heard. Action or inaction by the Executive shall not be considered "willful" unless done or omitted by him intentionally or not in good faith and without reasonable belief that would otherwise (absent the termination) have vested his action or inaction was in the 12 months following the Executive’s termination shall accelerate and become fully-vested as best interest of the date of the Executive’s termination. In no event Company, and shall the Executive or the Executive’s estate or beneficiaries be entitled not include failure to any of the payments or benefits set forth in this Section 6.2 upon termination of the Executive’s employment act by reason of his disability total or deathpartial incapacity due to physical or mental illness.