Common use of Commuting Allowance Clause in Contracts

Commuting Allowance. (a) For each of the first three twelve (12) month periods following the Employment Commencement Date, the Company shall provide to Executive $100,000 in cash (“Commuting Allowance Amounts”) for the expenses incurred by Executive to maintain a separate apartment in the County of San Diego, California and to assist with commuting expenses to and from the Company’s corporate offices in San Diego, California. The Commuting Allowance Amounts shall be paid in quarterly installments, commencing on the Employment Commencement Date and every three (3) months thereafter on the date of the applicable calendar month corresponding with the Employment Commencement Date, provided that the Executive remains an employee of the Company through each applicable Commuting Allowance installment payment date. For ease of administration, each installment of the Commuting Allowance Amount may be paid through the Company’s payroll practices during the applicable calendar month in which such payment is due. The Commuting Allowance Amounts shall be treated as taxable compensation at the time of payment and shall be subject to any tax withholding and payroll deductions required by applicable law. Following the third anniversary of the Employment Commencement Date, the Company and Executive may discuss whether to continue payment of Commuting Allowance Amounts for some additional period of time. (b) Except as provided below, the Commuting Allowance Amounts shall not be earned by Executive unless and until Executive has remained continuously employed by the Company through the first anniversary of the Employment Commencement Date, If Executive’s employment with the Company is terminated by the Company for Cause or by the Executive for any reason (except as provided below), in either case, before the first anniversary of the Employment Commencement Date, Executive shall repay to the Company the total Commuting Allowance Amounts provided by the Company pursuant to Section 4.3(a) as of the date of the termination of Executive’ s employment. The Company shall have the right to offset such amounts against any compensation or benefits otherwise payable to Executive on the date of termination of employment. If Executive’s employment is terminated (i) by the Company without Cause or as a result of Executive’s death or Disability, or (ii) by Executive due to, without Executive’s consent, (x) a material diminution in Executive’s authority or responsibilities (including a material adverse change in Executive’s reporting line) or (y) a material change in the geographic location at which Executive must perform his duties other than reasonably required travel on the Company’s business (for purposes of this provision, a “material change” shall not include a relocation of the Company’s headquarters to a location within fifty (50) miles of Philadelphia, Pennsylvania), in each case, before the first anniversary of the Employment Commencement Date, Executive shall earn the Commuting Allowance Amounts provided by the Company pursuant to Section 4.3(a).