Common use of Transition Services and Compensation Clause in Contracts

Transition Services and Compensation. Effective as of the Transition Date and through February 28, 2017 (such date, the “Separation Date” and such period, the “Transition Period”), the Executive shall continue as a full-time employee of the Company or a subsidiary in the non-executive positon of Vice Chairman, reporting to the Chairman of the Board. During the Transition Period, the Executive shall assist in the transition of his responsibilities as Chief Executive Officer and shall have such other duties and responsibilities as shall be agreed upon by the Executive and the Chairman of the Board. During the Transition Period, the Executive shall continue to receive the same base salary and benefits (including, without limitation, vesting of outstanding equity compensation awards) that the Executive receives as Chief Executive Officer of the Company as of the date of this Agreement, provided that the Executive shall not receive a grant of any additional incentive compensation or equity awards in respect of the Transition Period. The Board may, acting in good faith, limit the services of the Executive prior to February 28, 2017, provided that any such limitation shall not effect a termination of employment or reduce the rights and benefits (including, without limitation, vesting of outstanding equity compensation awards) of the Executive under this Agreement, except in the event of a termination for “Cause” (as defined in the Employment Agreement). Effective as of the Separation Date, the Executive shall resign from employment with the Company and its subsidiaries for all purposes, including for the purposes of all compensation and employee benefit plans in accordance with the terms of such plans, except as provided herein.