Common use of Certain Terminations of Employment Clause in Contracts

Certain Terminations of Employment. (a) In the event that (i) the Company terminates the Employee’s employment with the Company for Cause, (ii) the Employee terminates the Employee’s employment with the Company for any reason or (iii) the Employee’s employment with the Company is terminated by reason of death or disability pursuant to Section 6, the Company shall pay to the Employee (or the Employee’s estate or beneficiaries), in a lump sum payment within 30 days following the effective date the Employee’s termination of employment, an amount equal to the Base Salary, Annual Bonus and other benefits earned and accrued under this Agreement but not yet paid prior to the effective date of termination (collectively, the “Accrued Benefits”). (b) In the event that the Company terminates the Employee’s employment with the Company for reasons other than for Cause, the Company shall pay to the Employee severance compensation in a lump sum payment within 30 days following the effective date the Employee’s termination of employment in an amount equal to (i) the Accrued Benefits, (ii) the then-current monthly Base Salary payable under paragraph 3 hereof, as of the date of termination, for the nine (9) months following the date of termination, and (iii) 75% of the Employee’s average Annual Bonus payable under paragraph 3 hereof actually received in respect of the three fiscal years (or such fewer number of fiscal years with respect to which the Employee received an Annual Bonus) prior to the year of termination. (c) In the event that the Company terminates the Employee’s employment with the Company for reasons other than for Cause, the Company shall provide, for the period beginning on the date of the termination of the Employee's employment with the Company and ending on the earlier of (x) twelve (12) months following the Employee's termination employment and (y) the date on which the Employee's coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), terminates as provided by law (and the Employee shall notify the Company of any subsequent employment through which he is provided medical coverage), Company-paid medical coverage at the same rates as in effect prior to the date of termination of Employee's employment (so long as applicable law and regulations permit such Company payment without imposition of a tax or penalty on the Company or other plan participants or otherwise adversely affecting the Company, the applicable plan or other participants in the plan), or, at the Company's option, the cash amount necessary to obtain equivalent coverage. (d) For purposes of this Agreement, “Cause” shall mean, the Employee’s: (i) commission of, and indictment for or formal admission to, a felony involving moral turpitude, deceit, dishonesty or fraud (but excluding traffic violations); (ii) willful and material misconduct or gross misconduct in connection with the performance of the Employee’s duties, including, without limitation, embezzlement or the misappropriation of funds or property of the Company; (iii) failure to adhere to lawful directions of the Chief Executive Officer, to adhere to the Company’s policies and practices, or as required in Section 2 hereof, to devote substantially all of the Employee’s business time and efforts to the Company, which failure continues for a period of 30 business days after written demand for corrective action is delivered by the Company; or (iv) material breach of the terms and provisions of this Agreement and the failure to cure such breach within 10 days following written notice from the Company specifying such breach.

Certain Terminations of Employment. (a) a. In the event that (i) the Company terminates the Employee’s employment with the Company for Cause, (ii) the Employee terminates the Employee’s employment with the Company for any reason without Good Reason or (iii) the Employee’s employment with the Company is terminated by reason of death or disability Disability pursuant to Section 6, the Company shall pay to the Employee (or the Employee’s estate or beneficiaries), in a lump sum payment within 30 days following the effective date the Employee’s termination of employment, an amount equal to the Base Annual Salary, Annual Bonus and other benefits earned and accrued under this Agreement but not yet paid prior to the effective date of termination (collectively, the “Accrued Benefits”). (b) b. In the event that the Company terminates the Employee’s employment with the Company for reasons other than for CauseCause or the Employee terminates the Employee’s employment for Good Reason, then (1) the Company shall pay to the Employee severance compensation in a lump sum payment within 30 days following the effective date the Employee’s termination of employment in an amount equal to (i) the Accrued Benefits, (ii) the then-current monthly Base Annual Salary payable under paragraph 3 hereof, as of the date of termination, for the nine (9) months following the date of termination, and (iii) 75100% of the Employee’s average Annual Bonus payable under paragraph 3 hereof actually received in respect of the three fiscal years (or such fewer number of fiscal years with respect to which the Employee received an Annual Bonus) immediately prior to the year of termination, and (2) all outstanding equity (or equity-based) incentives and awards held by the Employee shall thereupon immediately vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms and shall not expire prior to the earlier of the term of such stock option and the first anniversary after the date of termination (or, in the case of a Change in Control, the earlier of the term of stock option and the third anniversary of the Change in Control). (c) c. In the event that the Company terminates the Employee’s employment with the Company for reasons other than for CauseCause or the Employee terminates the Employee's employment for Good Reason, the Company shall provide, for the period beginning on the date of the termination of the Employee's employment with the Company and ending on the earlier of (x) twelve (12) months following the Employee's termination employment and (y) the date on which the Employee's coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")amended, terminates as provided by law (and the Employee shall notify the Company of any subsequent employment through which he is provided medical coverage), Company-paid medical coverage at the same rates as in effect prior to the date of termination of Employee's employment (so long as applicable law and regulations permit such Company payment without imposition of a tax or penalty on the Company or other plan participants or otherwise adversely affecting the Company, the applicable plan or other participants in the plan), or, at the Company's option, the cash amount necessary to obtain equivalent coverage. (d) d. For purposes of this Agreement, “Cause” shall mean, the Employee’s: (i) commission of, and indictment for or formal admission to, a felony involving moral turpitude, deceit, dishonesty or fraud (but excluding traffic violations); (ii) willful and material misconduct or gross misconduct in connection with the performance of the Employee’s duties, including, without limitation, embezzlement or the misappropriation of funds or property of the Company; (iii) failure to adhere to lawful directions of the Chief Executive Officer, to adhere to the Company’s policies and practices, or as required in Section 2 hereof, to devote substantially all of the Employee’s business time and efforts to the Company, which failure continues for a period of 30 business days after written demand for corrective action is delivered by the Company; or (iv) material breach of the terms and provisions of this Agreement and the failure to cure such breach within 10 days following written notice from the Company specifying such breach.

Certain Terminations of Employment. (a) In the event that (i) the Company terminates the Employee’s employment with the Company for Cause, (ii) the Employee terminates the Employee’s employment with the Company for any reason or (iii) the Employee’s employment with the Company is terminated by reason of death or disability Disability pursuant to Section 6, the Company shall pay to the Employee (or the Employee’s estate or beneficiaries), in a lump sum payment within 30 days following the effective date the Employee’s termination of employment, an amount equal to the Base Salary, Annual Bonus and other benefits earned and accrued under this Agreement but not yet paid prior to the effective date of termination (collectively, the “Accrued Benefits”). (b) In the event that the Company terminates the Employee’s employment with the Company for reasons other than for CauseCause or the Employee terminates the Employee’s employment for Good Reason, the Company shall pay to the Employee severance compensation in a lump sum payment within 30 days following the effective date the Employee’s termination of employment in an amount equal to (i) the Accrued Benefits, (ii) the then-current monthly Base Salary payable under paragraph 3 hereof, as of the date of termination, for the nine eighteen (918) months following the date of termination, and (iii) 75150% of the Employee’s average Annual Bonus payable under paragraph 3 hereof actually received in respect of the three fiscal years (or such fewer number of fiscal years with respect to which the Employee received an Annual Bonus) immediately prior to the year of termination. (c) In the event that the Company terminates the Employee’s employment with the Company for reasons other than for CauseCause or the Employee terminates the Employee's employment for Good Reason, the Company shall provide, for the period beginning on the date of the termination of the Employee's employment with the Company and ending on the earlier of (x) twelve eighteen (1218) months following the Employee's termination employment and (y) the date on which the Employee's coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")amended, terminates as provided by law (and the Employee shall notify the Company of any subsequent employment through which he is provided medical coverage), Company-paid medical coverage at the same rates as in effect prior to the date of termination of Employee's employment (so long as applicable law and regulations permit such Company payment without imposition of a tax or penalty on the Company or other plan participants or otherwise adversely affecting the Company, the applicable plan or other participants in the plan), or, at the Company's option, the cash amount necessary to obtain equivalent coverage. (d) For purposes of this Agreement, “Cause” shall mean, the Employee’s: (i) commission of, and indictment for or formal admission to, a felony involving moral turpitude, deceit, dishonesty or fraud (but excluding traffic violations); (ii) willful and material misconduct or gross misconduct in connection with the performance of the Employee’s duties, including, without limitation, embezzlement or the misappropriation of funds or property of the Company; (iii) failure to adhere to lawful directions of the Chief Executive Officer, to adhere to the Company’s policies and practices, or as required in Section 2 hereof, to devote substantially all of the Employee’s business time and efforts to the Company, which failure continues for a period of 30 business days after written demand for corrective action is delivered by the Company; or (iv) material breach of the terms and provisions of this Agreement and the failure to cure such breach within 10 days following written notice from the Company specifying such breach.

Certain Terminations of Employment. (a) In If the event that (i) the Company terminates the EmployeeExecutive’s employment with the Company terminates during the Term as a result of death, the Executive terminates his or her employment as a result of Disability or for CauseGood Reason, (ii) or the Employee Company terminates the EmployeeExecutive’s employment with the Company for any reason or (iii) the Employee’s employment with the Company is terminated by reason of death or disability pursuant to Section 6without Cause, the Company shall pay or provide to the Employee Executive (i) the Executive’s outstanding base salary due through the Executive’s date of termination, (ii) any amounts or benefits owing to the EmployeeExecutive as of the Executive’s estate date of termination under the then applicable benefit plans of the Company, at the time such amounts or beneficiariesbenefits are due (including any accrued vacation payable), in a lump sum payment within 30 days following the effective date the Employee’s termination of employment, an amount equal (iii) any amounts owing to the Base Salary, Annual Bonus and other benefits earned and accrued under this Agreement but not yet paid Executive for reimbursement of expenses properly incurred by the Executive prior to the effective Executive’s date of termination, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy, (iv) if, for the calendar year prior to the Executive’s termination, the Company and/or the Executive has achieved performance goals (whether or not such achievement has been determined formally) such that the Executive has earned (or would have earned, had the Executive been employed in good standing by the Company on the date on which a bonus otherwise would have been paid) a bonus under any annual cash incentive program of the Company (an “Annual Cash Incentive Program”) and such Annual Cash Incentive Program bonus with respect to such prior calendar year has not yet been paid, the amount of such bonus, payable at the same time as payments are made to other participants under such Annual Cash Incentive Program, and (v) a pro rata amount of any Annual Cash Incentive Program bonus with respect to the year of termination (based on the number of days the Executive was employed by the Company during such year of termination) assuming achievement at 100% of Executive’s current annual target cash bonus amount under the Annual Cash Incentive Program, payable at the same time as payments are made to Executive as set forth in this Section 3, other than with respect to the bonus paid under the Annual Cash Incentive Program as contemplated by Section 3(iv) (collectively, the “Accrued BenefitsAmounts”). (b) In . Subject to the event that the Company terminates the EmployeeExecutive’s employment compliance with the Company for reasons other than for Causecovenants in Section 9 (including but not limited to the CIAA Covenants, as defined in Section 9) and the Executive’s execution and non-revocation of the release described in Section 5 hereof, the Company shall also pay to the Employee severance compensation Executive, in a cash lump sum payment within 30 ten (10) days following the effective date Release Effective Date (as defined below) (subject to the Employee’s termination of employment in additional payment delays that may be required pursuant to Sections 8(b) and 8(c) below), an amount equal to 1.0 times the sum of (iA) the Accrued Benefits, (ii) the then-current monthly Base Salary payable under paragraph 3 hereof, Executive’s annual base salary in effect as of the Executive’s date of termination (without giving effect to any reduction of base salary that has occurred within the 12-month period preceding such date of termination), for (B) the nine Executive’s current annual target cash bonus amount under the Annual Cash Incentive Program (9) months following without giving effect to any reduction of such annual target amount that has occurred within the 12-month period preceding such date of termination, ) and (iiiC) 75% $12,500 to be used by the Executive for outplacement services (the amount provided for by such sum, the “Severance Base Severance Agreement — G▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Effective Date: October 2, 2023 Page 3 Amount,” and the amount provided for by such product, “Severance Amount”). Notwithstanding the foregoing, if the Severance Amount could be paid to the Executive during the subsequent taxable year of the EmployeeExecutive rather than the Executive’s average Annual Bonus payable under paragraph 3 taxable year in which the Executive’s date of termination occurs based on when the Executive executes and delivers the release described in Section 5 hereof actually received in respect to the Company, then, to the extent that the Severance Amount constitutes nonqualified deferred compensation subject to Section 409A of Internal Revenue Code of 1986, as amended (the “Code”), the Severance Amount shall not be paid earlier than the first business day of the three fiscal years (or later of such fewer number of fiscal years with respect to which the Employee received an Annual Bonus) prior taxable years. In addition, subject to the year of termination. (c) In the event that the Company terminates the EmployeeExecutive’s employment compliance with the Company for reasons other than for Causecovenants in Section 9 (including but not limited to the CIAA Covenants) and the Executive’s execution and non-revocation of the release described in Section 5 hereof, the Company shall provide, reimburse the Executive on a monthly basis for the period beginning on the date of the termination of the Employee's employment with the Company and ending on the earlier of (x) twelve (12) months following the Employee's termination employment and (y) the date on which the Employee's Executive’s monthly premium payments for health care coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 ("“COBRA"), terminates as provided by law (”) for the Executive and the Employee shall notify the Company of any subsequent employment through which he is provided medical coverage), Company-paid medical coverage at the same rates as in effect prior to the date of termination of Employee's employment (so long as applicable law and regulations permit such Company payment without imposition of a tax or penalty on the Company or other plan participants or otherwise adversely affecting the Company, the applicable plan or other participants in the plan), or, at the Company's option, the cash amount necessary to obtain equivalent coverage. (d) For purposes of this Agreement, “Cause” shall mean, the Employee’s: (i) commission of, and indictment for or formal admission to, a felony involving moral turpitude, deceit, dishonesty or fraud (but excluding traffic violations); (ii) willful and material misconduct or gross misconduct in connection with the performance of the EmployeeExecutive’s duties, including, without limitation, embezzlement or the misappropriation of funds or property of the Company; (iii) failure to adhere to lawful directions of the Chief Executive Officer, to adhere to the Company’s policies and practices, or as required in Section 2 hereof, to devote substantially all of the Employee’s business time and efforts to the Company, which failure continues eligible dependents for a period of 30 business days after written demand for corrective action is delivered by 12 months, provided that the Executive and, if applicable, the Executive’s eligible dependents are currently enrolled in the applicable plan(s) of the Company at the time of the Executive’s termination and that the Executive timely elects to continue the Executive’s coverage under COBRA; provided, however, that the Company; or (iv) material breach of ’s obligation to reimburse the terms and provisions of this Agreement and Executive for such premiums shall cease on the failure date the Executive is no longer eligible to cure such breach within 10 days following written notice from receive COBRA coverage. The Executive must advise the Company specifying such breachas soon as the Executive becomes eligible for health care coverage from a third party (e.g., spouse’s employer, the Executive’s subsequent employer, or any other party with a relationship with the Executive).

Certain Terminations of Employment. (a) a. In the event that (i) the Company terminates the Employee’s 's employment with the Company for Cause, (ii) the Employee terminates the Employee’s 's employment with the Company for any reason without Good Reason or (iii) the Employee’s 's employment with the Company is terminated by reason of death or disability Disability pursuant to Section 6, the Company shall pay to the Employee (or the Employee’s 's estate or beneficiaries), in a lump sum payment within 30 days following the effective date the Employee’s 's termination of employment, an amount equal to the Base Annual Salary, Annual Bonus and other benefits earned and accrued under this Agreement but not yet paid prior to the effective date of termination (collectively, the “"Accrued Benefits”"). (b) b. In the event that the Company terminates the Employee’s 's employment with the Company for reasons other than for CauseCause or the Employee terminates the Employee's employment for Good Reason, then (1) the Company shall pay to the Employee severance compensation in a lump sum payment within 30 days following the effective date of the Employee’s 's termination of employment in an amount equal to (i) the Accrued Benefits, (ii) 12 months of the Employee's then-current monthly Base Annual Salary payable under paragraph Section 3 hereof, as of the date of termination, for the nine (9) months following the date of termination, and (iii) 75100% of the Employee’s 's average Annual Bonus payable under paragraph Section 3 hereof actually received in respect of the three fiscal years (or such fewer number of fiscal years with respect to which the Employee received an Annual Bonus) immediately prior to the year of termination, and (2) all outstanding equity Interests held by the Employee shall thereupon immediately vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms and shall not expire earlier than the earliest of (i) the first anniversary after the date of termination and (ii) the ultimate expiration date of any such option, which shall not be extended. (c) c. In the event that the Company terminates the Employee’s 's employment with the Company for reasons other than for CauseCause or the Employee terminates the Employee's employment for Good Reason, the Company shall provide, for the period beginning on the date of the termination of the Employee's employment with the Company and ending on the earlier of (x) twelve (12) months following the Employee's termination employment and (y) the date on which the Employee's coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")amended, terminates as provided by law (and the Employee shall notify the Company of any subsequent employment through which he is provided medical coverage), Company-paid medical coverage at the same rates as in effect prior to the date of termination of the Employee's employment (so long as applicable law and regulations permit such Company payment without imposition of a tax or penalty on the Company Company, Employee, or other plan participants or otherwise adversely affecting the Company, Employee, the applicable plan or other participants in the plan), or, at the Company's optionoption in the event of any adverse tax or penalty described above, the cash amount necessary to obtain equivalent coverage. (d) d. For purposes of this Agreement, “"Cause” " shall mean, the Employee’s: (i) commission of, and indictment for or formal admission to, a felony involving moral turpitude, deceit, dishonesty or fraud (but excluding traffic violations); (ii) willful and material misconduct or gross misconduct in connection with the performance of the Employee’s duties, including, without limitation, embezzlement or the misappropriation of funds or property of the Company; (iii) failure to adhere to lawful directions of the Chief Executive Officer, to adhere to the Company’s policies and practices, or as required in Section 2 hereof, to devote substantially all of the Employee’s business time and efforts to the Company, which failure continues for a period of 30 business days after written demand for corrective action is delivered by the Company; or (iv) material breach of the terms and provisions of this Agreement and the failure to cure such breach within 10 days following written notice from the Company specifying such breach.'s: