Common use of Termination by the Company without Cause or Termination by Executive for Good Reason Clause in Contracts

Termination by the Company without Cause or Termination by Executive for Good Reason. If Executive’s employment by the Company ceases due to a termination by the Company without Cause (as defined below) or a resignation by Executive for Good Reason (as defined below), Executive will be entitled to receive, subject to the execution and delivery by Executive of a Release (as defined below): 5.1.1. continuation of Executive’s Base Salary for a period equal to twelve months following the effective date of the termination of Executive by the Company without Cause or the resignation by Executive for Good Reason (the “Involuntary Termination Date”), payable in accordance with the Company’s standard payroll practices; 5.1.2. an amount equal to a cash bonus equal to 100% of Executive’s Base Salary prevailing on the Involuntary Termination Date, which amount shall be paid in the year following employment termination at the time annual bonuses are paid to the Company’s other senior executives; 5.1.3. accelerated vesting of 100% of the Option Award; 5.1.4. except as provided in Section 5.2, accelerated vesting of the portion of the RSU Award that has not issued (the “Unissued RSU Award”) as of the Involuntary Termination Date, as follows: (a) If the Involuntary Termination Date occurs on or before the first anniversary of the Effective Date, then 25% of the Unissued RSU Award shall accelerate and vest; (b) If the Involuntary Termination Date occurs after the first anniversary of the Effective Date, but on or before the second anniversary of the Effective Date, then 50% of the Unissued RSU Award shall accelerate and vest; (c) If the Involuntary Termination Date occurs after the second anniversary of the Effective Date, but on or before the third anniversary of the Effective Date, then 75% of the Unissued RSU Award shall accelerate and vest; and (d) If the Involuntary Termination Date occurs after the third anniversary of the Effective Date, but on or before the fourth anniversary of the Effective Date, then 100% of the Unissued RSU Award shall accelerate and vest. 5.1.5. waiver of the applicable premium otherwise payable for COBRA continuation coverage for Executive (and, to the extent covered immediately prior to the date of such cessation, his spouse and eligible dependents) for a period equal to twelve months. The amounts specified in Sections 5.1.1, 5.1.2, 5.1.3, 5.1.4 and 5.1.5 are referred to herein as the “Severance Benefits.” Except as otherwise provided in this Section 5.1, and except for payment of (i) all accrued and unpaid Base Salary through the date of such termination or cessation, (ii) any expense reimbursements to be paid in accordance with the Company’s policies and Section 4.5; and (iii) payments for any accrued but unused paid time off in accordance with the Company’s policies and applicable law (the amounts specified in the foregoing subparagraphs (i)-(iii) of this paragraph are referred to herein as the “Accrued Obligations”), all compensation and benefits will cease at the time of such cessation and the Company will have no further liability or obligation by reason of such cessation. The payments and benefits described in this Section 5.1 are in lieu of, and not in addition to, any other severance arrangement maintained by the Company. Notwithstanding any provision of this Agreement, the payments and benefits described in Section 5.1 are conditioned on: (a) Executive’s execution and delivery to the Company and the expiration of all applicable statutory revocation periods, by the 45th day following the effective date of his cessation of employment, of a general release of claims against the Company and its affiliates (other than a release of claims under this Agreement) in a form reasonably prescribed by the Company (the “Release”); and (b) Executive’s continued compliance with the Restrictive Covenants (as defined below). Subject to Section 5.4, below, the benefits described in Section 5.1 will be paid or provided (or begin to be paid or provided) as soon as administratively practicable (or determinable in the case of the benefits described in Section 5.1.1, if later) after the Release becomes irrevocable, provided that if the 45-day period described above begins in one taxable year and ends in a second taxable year such payments or benefits shall not commence until the second taxable year.