Common use of By Company Without Cause or By Executive for Good Reason Clause in Contracts

By Company Without Cause or By Executive for Good Reason. If the Company terminates the Executive’s employment without Cause, or the Executive terminates his employment for Good Reason, or if the Company fails to renew this Agreement, then the Company shall provide the following payments and benefits: (i) The Company shall pay the Executive his Base Salary through the date of termination and all other unpaid amounts, if any, to which the Executive is entitled as of the date of termination including (A) any expenses owed pursuant to Section 5(i) (which amounts shall be paid in a lump sum within 10 days of such date of termination), (B) any unpaid accrued vacation, and (C) amounts under any compensation or benefit plan or program of the Company, at the time such payments are payable to the Executive under the terms of such plan in light of the circumstances in which such termination occurred; (ii) The Company shall pay the Executive’s Base Salary for twenty-four (24) months (or twelve months in the case of a non-renewal of this Agreement) following the date of termination, provided that, if these payments must be delayed for six months following the Executive’s termination due to the restrictions of Code Section 409A(a)(2)(A)(i), the full amount of the missed/delayed payments shall be made on the first day of the seventh calendar month following the month in which the Executive terminated; (iii) The Company shall make two payments to the Executive (one in the case of a non-renewal of this Agreement), each equal to the greater of (A) the Executive’s “target” Bonus for the year of termination or (B) the Bonus paid to the Executive for the year prior to the year of termination, with the first payment made on the first March 15 following the Executive’s termination and the second payment made on the second March 15 following the Executive’s termination, provided that if the first payment must be delayed for six months following the Executive’s termination due to the restrictions of Code Section 409A(a)(2)(A)(i), the first payments shall be made on the first day of the seventh calendar month following the month in which the Executive terminates; (iv) The Company shall make available continued participation in the Company’s group health benefit plan to the Executive and such members of his family who participated in the group health plan at the time of Executive’s termination, for a period of twenty-four (24) months (twelve months in the case of a non-renewal of this Agreement), at the same costs and coverage levels and the under the same general terms and provisions of such plan as apply to active employees after the Executive’s termination; and (v) No payments or benefits provided the Executive hereunder shall be reduced by any amount the Executive may earn or receive from employment with another employer or from any other source; provided that, in the case of a non-renewal of this Agreement the obligation to make the contribution in (iv) shall cease upon the Executive and his family being covered by a comprehensive health plan of a subsequent employer.

By Company Without Cause or By Executive for Good Reason. If the Company terminates the Executive’s employment without Cause, or the Executive terminates his employment for Good Reason, or if the Company fails to renew this Agreement, then the Company shall provide the following payments and benefits:, in addition to the payments and benefits under Section 7(a): (i) The Company shall pay the Executive his Base Salary through the date of termination and all other unpaid amounts, if any, to which the Executive is entitled as of the date of termination including (A) any expenses owed pursuant to Section 5(i) (which amounts shall be paid in a lump sum within 10 days of such date of termination), (B) any unpaid accrued vacation, and (C) amounts under any compensation or benefit plan or program of the Company, at the time such payments are payable to the Executive under the terms of such plan in light of the circumstances in which such termination occurred; (ii) The Company shall pay the Executive’s Base Salary for twenty-four twelve (2412) months (or twelve months in the case of a non-renewal of this Agreement) following the date of termination, ; provided that, if these any payments under this paragraph must be delayed for six months following the Executive’s termination due to the restrictions of Code Section 409A(a)(2)(A)(i), the full amount of the missed/delayed payments shall be made on the first day of the seventh calendar month following the month in which the Executive terminatedExecutive’s employment terminates; (iiiii) The Company shall make two payments a payment to the Executive (one in the case of a non-renewal of this Agreement)Executive, each equal to the greater of (A) the Executive’s “target” target level Bonus for the year of termination or (B) under the Bonus paid to the Executive Plan, for the year prior to the year of termination, with the first payment made on the first March 15 following the Executive’s termination and the second payment made on the second March 15 following year of the Executive’s termination; provided that, provided that if the first payment must be delayed for six months following the Executive’s termination due to the restrictions of Code Section 409A(a)(2)(A)(i), the first payments payment shall be made on the first day of the seventh calendar month following the month in which the Executive Executive’s employment terminates; (iviii) The Company shall make available continued participation in the Company’s group health benefit plan to the Executive Executive, and such members of his family who participated in the group health plan at the time of the Executive’s termination, for a period of twenty-four twelve (2412) months (twelve months in the case of a non-renewal of this Agreement), at the same costs and coverage levels and the under the same general terms and provisions of such plan as apply to active employees after the Executive’s termination; and (viv) No payments or benefits provided to the Executive hereunder shall be reduced by any amount the Executive may earn or receive from employment with another employer or from any other source; provided that, in the case of a non-renewal of this Agreement the obligation to make the contribution in (iv) shall cease upon the Executive and his family being covered by a comprehensive health plan of a subsequent employer.

By Company Without Cause or By Executive for Good Reason. If during the Employment Period Executive's employment is terminated by the Company terminates the Executive’s employment without Cause, other than for Cause or the Disability or by Executive terminates his employment for Good Reason, or if this contract is not renewed by the Renewal Date, then -- (i) in addition to any amounts due Executive pursuant to Sections 5(a) or 5(b) hereof, the Company fails shall pay Executive (or his legal representatives or estate) an amount, in cash, equal to renew one and one-half (1-1/2) times his Base Salary as in effect on the Date of Termination in equal monthly installments over an eighteen (18) month period; provided, however, that after nine (9) months after the Date of Termination, Executive shall make reasonable efforts to seek other employment; provided, further, however, that Executive will not be required to accept a position of substantially different character than the highest position held by such Executive with the Company or a position that would cause such Executive to violate Section 11(b) hereof, nor will Executive be required to accept a position in a location that is unreasonable given the personal circumstances of the Executive. To the extent that the Executive shall receive compensation and benefits from such other employment, whether as an employee, consultant, independent contractor, owner or otherwise, (together, "Other Employment") the payments to be made and the benefits provided by the Company under this AgreementSection 9(b) (i) for the period beginning nine (9) months after termination of employment hereof shall be correspondingly reduced. Notwithstanding the foregoing, if on or after a Change in Control, a termination of the type referred to in this section 9(b) occurs, or if this contract is not renewed for an additional period of at least 18 months at least 30 days prior to the expiration of the original or extended term of this contract, as applicable, then the Company shall provide the following payments and benefits: (i) The Company shall pay the to Executive his Base Salary through the date of termination and all other unpaid amounts, if any, to which the Executive is entitled as of the date of termination including (A) any expenses owed pursuant to Section 5(i) (which amounts shall be paid in a lump sum within 10 days amount, in cash, equal to one and one-half (1-1/2) times the sum of such date of termination), Base Salary (B) any unpaid accrued vacation, and (C) amounts under any compensation or benefit plan or program at the rate in effect immediately prior to the occurrence of the Company, at the time such payments are payable circumstance giving rise to the Notice of Termination) and such amount shall not be reduced by any amounts Executive under the terms of such plan in light of the circumstances in which such termination occurred;shall receive from Other Employment; and provided further (ii) The the Company shall pay maintain in full force and effect, for the continued benefit of Executive and his dependents for the remainder of the Employment Period, all employee welfare benefit plans and programs in which Executive was entitled to participate immediately prior to the Date of Termination, provided that Executive’s Base Salary for twenty's continued participation is possible under the general terms and provisions of such plans and programs. In the event that Executive's participation in any such plan or program is barred, the Company shall arrange to provide Executive and his dependents with benefits substantially similar to those which Executive and his dependents would otherwise have been entitled to receive under such plans and programs from which their continued participation is barred. This paragraph is qualified by Section 10. (iii) in determining the retirement benefits to which Executive is entitled under the Company's Supplemental Executive Retirement Plan (the "SERP"), Executive shall be deemed to have accumulated (after the Date of Termination) thirty-four six (2436) additional months of service credit thereunder at Executive's highest annual rate of compensation during the twelve (12) months immediately preceding the Date of Termination (or twelve months in the case of a non-renewal of this Agreement"Additional Service Credit") following the date of termination, provided that, if these payments must be delayed for six months following the Executive’s termination due to the restrictions of Code Section 409A(a)(2)(A)(i), the full amount of the missed/delayed payments and shall be made deemed to be thirty-six (36) months older than his age on the Date of Termination ("Additional Age Credit"). If, after taking into account such Additional Age Credit, Executive is not entitled to receive a benefit under the SERP but is deemed to be at least 50 years of age, Executive shall nevertheless be entitled to receive his accrued benefit thereunder (as increased pursuant to this Section 9(b) (iii)) ("Vested Benefit"). Executive shall be entitled to commence receipt of his benefit under this paragraph (iii) on the first day of the seventh calendar month following the expiration of the Employment Period; PROVIDED, HOWEVER, that if Executive elects to commence payments of such benefit prior to his attainment of age 55, his annual benefit (as increased hereunder) shall be reduced by 3% for each year that his actual age is less than 55 years. Notwithstanding the foregoing, if Executive's termination occurs on or after a Change in Control, the Company shall pay Executive, in lieu of the additional periodic payments described hereinabove, a lump sum amount, in cash, equal to the actuarial equivalent of the excess of (i) the retirement pension (determined as straight lift annuity commencing at Normal Retirement Age) to which Executive would be entitled under the terms of the SERP (without regard to any amendment to the SERP made subsequent to a Change in Control and on or prior to the Date of Termination, which amendment adversely affects in any manner the computation of retirement benefits thereunder), taking into account Executive's Additional Service Credit, Additional Age Credit and Vested Benefit, over (ii) the retirement pension (determined as a straight lift annuity commencing at Normal Retirement Age) to which Executive would be entitled pursuant to the provisions of the SERP. For purposes of this Section 9(b) (iii), "actuarial equivalent" shall be determined using the Pension Benefit Guaranty Corporation rates for immediate annuities for the month in which the Executive terminated; (iii) The Company shall make two payments to Date of Termination occurs. Notwithstanding the Executive (one in foregoing, by entering into the case of a non-renewal of this Agreement), each equal to the greater of (A) the Executive’s “target” Bonus for the year of termination or (B) the Bonus paid to the Executive for the year prior to the year of termination, with the first payment made on the first March 15 following the Executive’s termination and the second payment made on the second March 15 following the Executive’s termination, provided that if the first payment must be delayed for six months following the Executive’s termination due to the restrictions of Code Section 409A(a)(2)(A)(i), the first payments Company is not assuming any Executive's SERP, nor granting any rights to administrative priority to any employee with respect to his or her SERP, which rights shall be made on unaffected by the first day execution of such Agreement, and Executive so acknowledges and agrees. Without limiting the foregoing, the Company reserves the right to seek assumption of the seventh calendar month following SERP, and/or administrative priority for or allowance of the month in which the Executive terminates; (iv) The Company shall make available continued participation in the Company’s group health benefit plan to the Executive and such members of his family who participated in the group health plan at the time of Executive’s termination, for a period of twenty-four (24) months (twelve months in the case of a non-renewal of this Agreement), at the same costs and coverage levels and the claims arising under the same general terms and provisions SERP. Similarly, Executive reserves the right to move for assumption of such plan as apply the SERP, or seek administrative priority and/or allowance of the claims arising thereunder. In addition, the official Creditors' Committee reserves the right to active employees after oppose assumption of the Executive’s termination; and (v) No payments SERP, seek rejection or benefits provided termination of the Executive hereunder shall be reduced by SERP, and/or oppose the amount of priority of any amount claims arising under the Executive may earn or receive from employment with another employer or from any other source; provided that, in the case of a non-renewal of this Agreement the obligation to make the contribution in (iv) shall cease upon the Executive and his family being covered by a comprehensive health plan of a subsequent employerSERP.

By Company Without Cause or By Executive for Good Reason. If the Company terminates the Executive’s employment without Cause, or the Executive terminates his employment for Good Reason, or if the Company fails to renew this Agreement, then the Company shall provide the following payments and benefits:, in addition to the payments and benefits under Section 7(a): (i) The Company shall pay the Executive his Executive’s Base Salary through for twelve (12) months following the date of termination and all other unpaid amountstermination; provided that, notwithstanding anything in this paragraph 7(d)(i) to the contrary, if any, to which the Executive is entitled as of terminates his employment for Good Reason due to a Change in Control, the date of termination including (A) any expenses owed pursuant to Section 5(i) (which amounts shall be paid in a lump sum within 10 days of such date of termination), (B) any unpaid accrued vacation, and (C) amounts under any compensation or benefit plan or program of the Company, at the time such payments are payable to the Executive under the terms of such plan in light of the circumstances in which such termination occurred; (ii) The Company shall pay the Executive’s Base Salary for twenty-four (24) months (or twelve months in the case of a non-renewal of this Agreement) following the date of termination, provided that, if these payments must be delayed for six months following the Executive’s termination due to the restrictions of Code Section 409A(a)(2)(A)(i), the full amount of the missed/delayed payments shall be made on the first day of the seventh calendar month following the month in which the Executive terminated; (iiiii) The Company shall make two payments a payment to the Executive (one in the case of a non-renewal of this Agreement)Executive, each equal to the greater of (A) the Executive’s “target” target level Bonus for the year of termination or (B) under the Bonus paid to the Executive Plan, for the year prior to the year of termination, with the first payment made on the first March 15 following the Executive’s termination and the second payment made on the second March 15 following year of the Executive’s termination; provided that, provided that notwithstanding anything in this paragraph 7(d)(ii) to the contrary, if the first payment must be delayed Executive terminates his employment for six months following the Executive’s termination Good Reason due to the restrictions of Code Section 409A(a)(2)(A)(i)a Change in Control, the first payments Company shall be made on the first day of the seventh calendar month following the month in which pay the Executive terminatesthe bonus payment amount referred to in this paragraph multiplied by two (2); (iviii) The Company shall make available continued participation in the Company’s group health benefit plan to the Executive Executive, and such members of his family who participated in the group health plan at the time of the Executive’s termination, for a period of twenty-four twelve (2412) months (twelve months in the case of a non-renewal of this Agreement), at the same costs and coverage levels and the under the same general terms and provisions of such plan as apply to active employees after the Executive’s termination; provided that, notwithstanding anything in this paragraph 7(d)(iii) to the contrary, if the Executive terminates his employment for Good Reason due to a Change in Control, the period referred to in this paragraph shall be extended to twenty-four (24) months; and provided further that, to the extent such continued coverage extends beyond the COBRA continuation period, such coverage will be provided in accordance with the requirements of Code Section 409A and Treasury Regulation §1.409A-3(i)(1)(iv) (or any similar or successor provisions); and (viv) No payments or benefits provided to the Executive hereunder shall be reduced by any amount the Executive may earn or receive from employment with another employer or from any other source; provided that, in the case of a non-renewal of this Agreement the obligation to make the contribution in (iv) shall cease upon the Executive and his family being covered by a comprehensive health plan of a subsequent employer.

By Company Without Cause or By Executive for Good Reason. If the Company terminates the Executive’s employment without Cause, or the Executive terminates his employment for Good Reason, or if the Company fails to renew this Agreement, then the Company shall provide the following payments and benefits:, in addition to the payments and benefits under Section 7(a): (i) The Company shall pay the Executive his Base Salary through the date of termination and all other unpaid amounts, if any, to which the Executive is entitled as of the date of termination including (A) any expenses owed pursuant to Section 5(i) (which amounts shall be paid in a lump sum within 10 days of such date of termination), (B) any unpaid accrued vacation, and (C) amounts under any compensation or benefit plan or program of the Company, at the time such payments are payable to the Executive under the terms of such plan in light of the circumstances in which such termination occurred; (ii) The Company shall pay the Executive’s Base Salary for twenty-four twelve (2412) months (or twelve months in the case of a non-renewal of this Agreement) following the date of termination, provided that, if these payments must be delayed for six months following the Executive’s termination due to the restrictions of Code Section 409A(a)(2)(A)(i), the full amount of the missed/delayed payments shall be made on the first day of the seventh calendar month following the month in which the Executive terminatedExecutive’s employment terminates; (iiiii) The Company shall make two payments a payment to the Executive (one in the case of a non-renewal of this Agreement)Executive, each equal to the greater of (A) the Executive’s “target” target level Bonus under the RONA Plan, or any successor bonus plan, for the year of termination or (B) the Bonus paid to the Executive for the year prior to the year of termination, with the first payment made on the first March 15 following the Executive’s termination and the second payment made on the second March 15 following year of the Executive’s termination, provided that if the first payment must be delayed for six months following the Executive’s termination due to the restrictions of Code Section 409A(a)(2)(A)(i), the first payments payment shall be made on the first day of the seventh calendar month following the month in which the Executive Executive’s employment terminates; (iviii) The Company shall make available continued participation in the Company’s group health benefit plan to the Executive Executive, and such members of his family who participated in the group health plan at the time of Executive’s termination, for a period of twenty-four twelve (2412) months (twelve months in the case of a non-renewal of this Agreement), at the same costs and coverage levels and the under the same general terms and provisions of such plan as apply to active employees after the Executive’s termination; and (viv) No payments or benefits provided to the Executive hereunder shall be reduced by any amount the Executive may earn or receive from employment with another employer or from any other source; provided that, in the case of a non-renewal of this Agreement the obligation to make the contribution in (iv) shall cease upon the Executive and his family being covered by a comprehensive health plan of a subsequent employer.

By Company Without Cause or By Executive for Good Reason. If the Company terminates the Executive’s employment without Cause, or the Executive terminates his employment for Good Reason, or if the Company fails to renew this Agreement, then the Company shall provide the following payments and benefits:, in addition to the payments and benefits under Section 7(a): (i) The Company shall pay the Executive his Executive’s Base Salary through for twelve (12) months following the date of termination and all other unpaid amountstermination; provided that, notwithstanding anything in this paragraph 7(d)(i) to the contrary, if any, to which the Executive is entitled as of terminates his employment for Good Reason due to a Change in Control, the date of termination including (A) any expenses owed pursuant to Section 5(i) (which amounts shall be paid in a lump sum within 10 days of such date of termination), (B) any unpaid accrued vacation, and (C) amounts under any compensation or benefit plan or program of the Company, at the time such payments are payable to the Executive under the terms of such plan in light of the circumstances in which such termination occurred; (ii) The Company shall pay the Executive’s Base Salary for twenty-four (24) months (or twelve months in the case of a non-renewal of this Agreement) following the date of termination, ; provided further that, if these any payments under this paragraph must be delayed for six months following the Executive’s termination due to the restrictions of Code Section 409A(a)(2)(A)(i), the full amount of the missed/delayed payments shall be made on the first day of the seventh calendar month following the month in which the Executive terminatedExecutive’s employment terminates; (iiiii) The Company shall make two payments a payment to the Executive (one in the case of a non-renewal of this Agreement)Executive, each equal to the greater of (A) the Executive’s “target” target level Bonus under the RONA Plan, or any successor bonus plan, for the year of termination or (B) the Bonus paid to the Executive for the year prior to the year of termination, with the first payment made on the first March 15 following the Executive’s termination and the second payment made on the second March 15 following year of the Executive’s termination; provided that, provided that notwithstanding anything in this paragraph 7(d)(ii) to the contrary, if the first Executive terminates his employment for Good Reason due to a Change in Control, the Company shall pay the Executive the bonus payment amount referred to in this paragraph multiplied by two (2); provided further that, if the payment must be delayed for six months following the Executive’s termination due to the restrictions of Code Section 409A(a)(2)(A)(i), the first payments payment shall be made on the first day of the seventh calendar month following the month in which the Executive Executive’s employment terminates; (iviii) The Company shall make available continued participation in the Company’s group health benefit plan to the Executive Executive, and such members of his family who participated in the group health plan at the time of the Executive’s termination, for a period of twenty-four twelve (2412) months (twelve months in the case of a non-renewal of this Agreement), at the same costs and coverage levels and the under the same general terms and provisions of such plan as apply to active employees after the Executive’s termination; provided that, notwithstanding anything in this paragraph 7(d)(iii) to the contrary, if the Executive terminates his employment for Good Reason due to a Change in Control, the period referred to in this paragraph shall be extended to twenty-four (24) months; and (viv) No payments or benefits provided to the Executive hereunder shall be reduced by any amount the Executive may earn or receive from employment with another employer or from any other source; provided that, in the case of a non-renewal of this Agreement the obligation to make the contribution in (iv) shall cease upon the Executive and his family being covered by a comprehensive health plan of a subsequent employer.