Common use of Compensation and Severance Clause in Contracts

Compensation and Severance. Upon the termination of Executive’s employment relationship with the Company: (a) the Company will pay Executive Executive’s prorated base salary, any earned but unpaid bonus from the prior year, reimbursement pursuant to the Company’s policies of all business expenses incurred by Executive prior to the date of termination and all other benefits accrued through the date of termination; (b) in the event of an Involuntary Termination pursuant to Section 12.1(b), the Company will pay Executive a severance in accordance with the compensation and severance schedule set forth on Schedule 12.2(b) and Section 12.4; and Executive shall be under no obligation to seek employment and any remuneration Executive receives from any subsequent employment shall not offset any amounts due Executive under this Agreement; (c) prior to any payment by the Company pursuant to subsection (b) above, Executive agrees to execute a full release of any known or unknown claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, and liabilities of every kind and nature against the Company, its officers, directors, shareholders, affiliates, subsidiaries, parent companies, agents, and employees each in their individual and corporate capacities; (d) for a period of three (3) years after the date of Executive’s termination of employment, the Company agrees to maintain D & O insurance coverage applicable to Executive in effect as of the date of Executive’s termination with respect to prior acts only or such other D & O insurance that is comparable in coverage.

Compensation and Severance. Upon the termination of Executive’s employment relationship with the Company: (a) the Company will pay Executive Executive’s prorated base salary, any earned but unpaid bonus from the prior year, reimbursement pursuant to the Company’s policies of all business expenses incurred by Executive prior to the date of termination and all other benefits accrued through the date of termination; (b) in the event of an Involuntary Termination pursuant to Section 12.1(b) or a termination for Good Reason pursuant to Section 12.1(g), the Company will pay Executive a severance in accordance with the compensation and severance schedule set forth on Schedule 12.2(b) and Section 12.4; and Executive shall be under no obligation to seek employment and any remuneration Executive receives from any subsequent employment shall not offset any amounts due Executive under this Agreement; (c) prior to any payment by the Company pursuant to subsection (b) above, Executive agrees to execute a full release of any known or unknown claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, and liabilities of every kind and nature against the Company, its officers, directors, shareholders, affiliates, subsidiaries, parent companies, agents, and employees each in their individual and corporate capacities, in the form attached as Exhibit A hereto; (d) for a period of three (3) years after the date of Executive’s termination of employment, the Company agrees to maintain D & O D&O insurance coverage applicable to Executive in effect as of the date of Executive’s termination with respect to prior acts only or such other D & O D&O insurance that is comparable in coverage.