Common use of Termination by the Company Without Cause or by the Executive with Good Reason Clause in Contracts

Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause or by the Executive with Good Reason, the Executive shall be entitled to the Accrued Obligations. In addition, and subject to Exhibit A and the conditions of Section 7(d), the Company shall: (i) continue to pay to the Executive, in accordance with the Company’s regularly established payroll procedures, the Executive’s Base Salary for a period equal to the greater of (X) one (1) year and (Y) the remaining duration of the three (3) year initial Term of Employment; (ii) pay to the Executive, in a single lump sum on the later of the Payment Date (as defined below) and the date on which bonuses are paid to employees generally, an amount equal to the Target Annual Bonus (as defined below) for the year in which termination occurs; (iii) pay the amount of any Annual Bonus not yet paid for a full calendar year on the later of the Payment Date (as defined below) and the date on which bonuses are paid to employees generally; and (iv) provided the Executive is eligible for and timely elects to continue receiving group medical insurance pursuant to the “COBRA” law, continue to pay for fifteen months following the Executive’s termination date or until the Executive has secured other employment or is no longer eligible for coverage under COBRA, whichever occurs first, the share of the premium for medical coverage that is paid by the Company for active and similarly-situated employees who receive the same type of coverage, unless the Company’s provision of such COBRA payments will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply (collectively, the “Severance Benefits”). As used in this Agreement, the term “Target Annual Bonus” shall mean, with respect to any year, the Annual Bonus based on the highest percentage within the specified range.

Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause or by the Executive with Good Reason, the Executive shall be entitled to the Accrued Obligations. In addition, and subject to Exhibit A and the conditions of Section 7(d), the Company shall: (i) continue to pay to the Executive, in accordance with the Company’s regularly established payroll procedures, the Executive’s Base Salary for a period equal to the greater of (X) one two (12) year years and (Y) the remaining duration of the three (3) year initial Term of Employment; (ii) pay to the Executive, in a single lump sum on the later of the Payment Date (as defined below) and the date on which bonuses are paid to employees generally, an amount equal to the Target Annual Bonus (as defined below) for the year in which termination occurs; (iii) pay the amount of any Annual Bonus not yet paid for a full calendar year on the later of the Payment Date (as defined below) and the date on which bonuses are paid to employees generally; and (iv) provided the Executive is eligible for and timely elects to continue receiving group medical insurance pursuant to the “COBRA” law, continue to pay for fifteen months following the Executive’s termination date or until the Executive has secured other employment or is no longer eligible for coverage under COBRA, whichever occurs first, the share of the premium for medical coverage that is paid by the Company for active and similarly-situated employees who receive the same type of coverage, unless the Company’s provision of such COBRA payments will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply (collectively, the “Severance Benefits”). As used in this Agreement, the term “Target Annual Bonus” shall mean, with respect to any year, the Annual Bonus based on the highest percentage within the specified range.

Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause pursuant to Section 7(b) or by the Executive with Good ReasonReason pursuant to Section 7(c), the Executive shall be entitled to the Accrued Obligations. In addition, and subject to Exhibit A and the conditions of Section 7(d)8(c) below, the Company shall: (i) continue to pay to the Executive, in accordance with the Company’s regularly established payroll procedures, the Executive’s Base Salary rate for a period equal to the greater of nine (X9) one (1) year and (Y) the remaining duration of the three (3) year initial Term of Employment; months, (ii) pay to the Executive, in a single lump sum on the later of the Payment Date (as defined below) and the date on which bonuses are paid to employees generally, an amount equal to the Target Annual Bonus (as defined below) for the year in which termination occurs; (iii) pay the amount of any Annual Bonus not yet paid for a full calendar year on the later of the Payment Date (as defined below) and the date on which bonuses are paid to employees generally; and (iv) provided the Executive is eligible for and timely elects to continue receiving group medical insurance pursuant to the “COBRA” law, continue to pay pay, for fifteen up to nine (9) months following the Executive’s termination date or until the Executive has secured other employment or is no longer eligible for coverage under COBRA, whichever occurs firstdate, the share of the premium for medical such coverage that is paid by the Company it pays for active and similarly-situated employees who receive the same type of coveragecoverage (single, family, or other), unless the Company’s provision of such COBRA payments will would violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply apply, (iii) pay to the Executive any annual discretionary bonus for the preceding calendar year that the Board has approved but has not yet been paid to the Executive, (iv) if the Executive’s employment terminates prior to the one (1)-year anniversary of the Grant Date of the RSU Award provided for under Section 4(c) hereof, accelerate the vesting of such number of RSUs subject to the RSU Award that would have vested between the Grant Date and the Executive’s termination date had the RSUs vested on a 1/48 per month basis following the Grant Date of such RSU Award, and (v) if the Executive’s employment terminates within the period beginning sixty (60) days prior to the closing date of a Change of Control and ending on the one (1)-year anniversary of such closing date, accelerate the vesting of one hundred percent (100%) of the Executive’s then-outstanding equity awards granted to the Executive by the Company which awards vest solely based on continued service (collectively, the “Severance Benefits”). As used in this Agreement, the term “Target Annual Bonus” shall mean, with respect to any year, the Annual Bonus based on the highest percentage within the specified range.