Common use of By Employee Clause in Contracts

By Employee. (i) Employee may, in Employee's sole discretion, without cause, terminate the Term at any time upon 60 days' written notice to Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties and terminate the Term at any time prior to the expiration of said notice period. If the Term is terminated by Employee or Employer pursuant to this Section 7(c)(i), Employee shall not be entitled to any further Base Salary or the accrual or provision of any compensation or benefits after the Termination Date, except medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policy. (ii) If, during the Term, a Change of Control (as defined below) occurs, Employee may, in Employee's sole discretion, terminate the Term upon 30 days' notice of Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties hereunder and terminate the Term at any time prior to the expiration of said notice period. If this Agreement is terminated by Employee or Employer pursuant to this Section 7(c)(ii), Employee shall be entitled: (a) to receive on or prior to the Termination Date a lump sum severance compensation payment equal to two (2) times the total amount of Employee's Base Salary payable hereunder, based on the amount in effect as of the Termination Date. If Employee has less than five years of service with the Employer as of the date of Employee's notice to Employer, the lump sum severance compensation payment shall be equal to one (1) times the total amount of the Employee's Base Salary rather than two (2) times the total amount; (b) the medical and hospitalization benefits and all compensation and other benefits that shall have accrued as of the Termination Date, as described in Section 7(a)(ii)(1); and (c) to the automatic vesting and exercisability in whole or in part of all stock options or similar rights to acquire capital stock granted by Employer to Employee; provided that Employee shall not be entitled, after the Termination Date to the accrual or provision of any other compensation payable hereunder, including the Performance Bonus, but shall be permitted to continue medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policy.

By Employee. (i) Employee may, in Employee's sole discretion, without cause, terminate the Term employment with Employer may be terminated by Employee at any time upon 60 days' time, after the first anniversary of this Agreement, by the giving of ninety (90) days advance written notice of same to Employer. If In the event Employee exercises such termination rightterminates after the first anniversary of this Agreement, Employer may, at its option, at any time after receiving such notice from shall pay to Employee, relieve Employee of all duties and terminate the Term at any time prior to the expiration of said notice period. If the Term is terminated by Employee or Employer pursuant to this Section 7(c)(i), Employee shall not be entitled to any further Base Salary or the accrual or provision of any compensation or benefits as soon as practicable after the Termination Date, except medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policy. (ii) If, during the Term, a Change of Control (as defined below) occurs, Employee maysuch termination, in Employee's sole discretiona single lump sum, terminate the Term upon 30 days' notice of Employer. If any and all Annual Base Salary, and accrued but unused vacation pay, that have been earned but not paid to Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties hereunder and terminate the Term at any time prior to the expiration of said notice period. If this Agreement is terminated by Employee or Employer pursuant to this Section 7(c)(ii), Employee shall be entitled: (a) to receive on or prior to the Termination Date a lump sum severance compensation payment equal to two (2) times the total amount of Employee's Base Salary payable hereunder, based on the amount in effect as of the Termination Date. If Employee has less than five years of service with the Employer as of the date of Employee's termination. Employee shall forfeit the Annual Incentive Bonus for the year during which he resigns, and he shall forfeit any portion of the Non-Qualified Stock Option that is not vested prior to termination. During the one hundred eighty (180) day period following such termination, Employee shall be permitted to exercise any portion of the Non-Qualified Stock Option that was vested prior to termination. Any portion of the Non-Qualified Stock Option that has not been exercised by the one hundred eighty first (181st) day following termination shall be forfeited. In the event Employee attempts to terminate his employment prior to the first anniversary of the Agreement, such act shall be treated as a material breach of the Agreement by Employee under paragraph 5(b)(iii). In the event Employee terminates the Agreement pursuant to the above after its first anniversary date with less than ninety (90) days advance written notice of same to Employer, the lump parties acknowledge that Employer will be damaged thereby, but that such damages will be difficult to calculate. Accordingly, Employee will promptly pay to Employer, or allow Employer to set off against any monies it may then owe to Employee, as liquidated damages a sum severance compensation payment equal to Employee's Annual Base Salary, on the date of termination divided by 260 for each day Employee's notice of termination hereunder is less than ninety (90) days. A termination by Employee for Good Reason shall entitle Employee to those payments applicable to a termination without Cause, as set forth in subparagraph (c) of this paragraph. For purposes of this paragraph, "Good Reason" shall be equal deemed to one exist if, and only if: (1i) times the total amount The Employee's principal place of business is relocated outside of the Employee's Base Salary rather than two (2) times the total amountChicago metropolitan area; (bii) Employer fails to pay to Employee the medical and hospitalization benefits and all agreed-upon compensation and other benefits that shall have accrued as of the Termination Date, as described in Section 7(a)(ii)(1); andor benefits; (ciii) There is a demotion or significant diminution in Employee's responsibilities or authorities under the Agreement sufficient to constitute a constructive termination as presently defined by Illinois law. The conditions set forth in (ii) and (iii) above shall constitute Good Reason if such conditions remain uncured for more than thirty (30) days following Employer's receipt of written notice from Employee advising of such condition and demanding the automatic vesting and exercisability in whole or in part of all stock options or similar rights to acquire capital stock granted by Employer to Employee; provided that Employee shall not be entitled, after the Termination Date to the accrual or provision of any other compensation payable hereunder, including the Performance Bonus, but shall be permitted to continue medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policycure thereof.

By Employee. Employee’s employment and this Agreement may be terminated by Employee for any reason or with Good Reason (as defined herein) by delivering a written notice of termination to Employer thirty (30) days prior to the desired date of termination (with the thirty (30) day period to be referred to as the “Notice Period”). During the Notice Period, and at the sole discretion of Employer, Employee may be required to assist Employer with identifying a successor and in transitioning Employee’s duties and responsibilities to that successor. Moreover, during the Notice Period, and at the sole discretion of Employer, Employee may be relieved of all duties and/or prohibited from physically working at the offices of Employer. A termination by Employee shall not constitute termination for Good Reason unless Employee shall first have delivered to Employer written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than sixty (60) days after the initial occurrence of such event) (the “Good Reason Notice”), and Employer has not taken action to correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by Employee within thirty (30) days following its receipt of such Good Reason Notice. Good Reason shall not include Employee’s death or Disability. Employee’s date of termination for Good Reason must occur within a period of one hundred twenty (120) days after the occurrence of an event of Good Reason. For purposes of this Agreement, “Good Reason” shall mean any of the following, without Employee’s consent: (i) Employee may, a material diminution in Employee's sole discretion, without cause, terminate the Term at any time upon 60 days' written notice to Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties and terminate the Term at any time prior to the expiration of said notice period. If the Term is terminated by Employee or Employer pursuant to this Section 7(c)(i), Employee shall not be entitled to any further ’s Base Salary or the accrual or provision of any compensation or benefits after the Termination Date, except medical and hospitalization benefits to the extent permitted by "COBRA" or (other Company policy. than an across-the-board reduction in base salary that affects all peer executives); (ii) If, during the Term, a Change of Control (as defined below) occurs, Employee may, material diminution in Employee's sole discretion’s authority, terminate duties, or responsibilities; or (iii) the Term upon 30 days' notice of Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties hereunder and terminate the Term at any time prior to the expiration of said notice period. If this Agreement is terminated by Employee or Employer pursuant to this Section 7(c)(ii), Employee shall be entitled: (a) to receive on or prior to the Termination Date a lump sum severance compensation payment equal to two (2) times the total amount relocation of Employee's Base Salary payable hereunder’s principal office to a location that is more than thirty-five (35) miles from Employer’s principal offices in Fitzgerald, based on the amount in effect as of the Termination Date. If Employee has less Georgia or Employee’s principal office if other than five years of service with the Employer as of the date Fitzgerald, Georgia; provided, however, that Good Reason shall not include any relocation of Employee's notice to Employer, the lump sum severance compensation payment shall be equal to one (1) times the total amount of the ’s principal office which is proposed or initiated by Employee's Base Salary rather than two (2) times the total amount; (b) the medical and hospitalization benefits and all compensation and other benefits that shall have accrued as of the Termination Date, as described in Section 7(a)(ii)(1); and (c) to the automatic vesting and exercisability in whole or in part of all stock options or similar rights to acquire capital stock granted by Employer to Employee; provided that Employee shall not be entitled, after the Termination Date to the accrual or provision of any other compensation payable hereunder, including the Performance Bonus, but shall be permitted to continue medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policy.

By Employee. (i) Employee may, in Employee's his sole discretion, without cause, terminate the Term at any time upon 60 days' by providing Employer with 90 days written notice to Employernotice. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee him of all his duties and terminate the Term at any time prior to the expiration of said notice period. If the Term is terminated by Employee or Employer pursuant to this Section 7(c)(i), Employee shall will be entitled to the provision of all compensation and other benefits that will have accrued as of the Termination Date, including all vested Options, paid leave benefits, and reimbursement of incurred business expenses, but will not be entitled to any further Base Salary or the accrual or provision of any other compensation or benefits after the Termination Date, except medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policy. (ii) If, during the Term, a Change of Control (as defined below) occursoccurs and, Employee’s employment with the Company is terminated without Cause, or without his consent, Employee is assigned duties that are a material diminution in his authority, duties or responsibilities and which assignment is not cured by Employer with 30 days following notice by Employee (“Good Reason”), or events which constitutes a material breach of the Agreement leading to Employee’s resignation for Good Reason are effected in anticipation of a Change of Control, including but not limited to an attempt to avoid the Company or its successor’s obligations under this Agreement, Employee may, in Employee's his sole discretion, terminate the Term upon 30 five (5) days' ’ notice of to Employer. Employment Agreement, Sxxxx Xxxxxxxxxxx If Employee exercises such termination right, Employer may, at its optionOption, at any time after receiving such notice from Employee, relieve Employee him of all his duties hereunder and terminate the Term at any time prior to the expiration of said notice period. If this Agreement is terminated by Employee or Employer pursuant to this Section 7(c)(ii), Employee will receive, beginning on the Termination Date, an amount equal to the eighteen months of total target compensation (18 months of TTC) provided that the amount payable during the first six months shall not exceed two times the maximum amount that may be entitled: (ataken into account under a qualified retirement plan under Internal Revenue Code Section 401(a)(17) to receive on or prior to for the year in which the Termination Date occurs. Any portion of these amounts scheduled but not payable during the first six months because of the limitation in the prior sentence shall be paid in a lump sum severance compensation with the first payment equal to two (2) times due after the total amount of Employee's Base Salary payable hereunder, based on the amount in effect as end of the Termination Datesix months. If These amounts will be payable in the same times as provided in Section 7(a)(ii), and Employee has less than five years will be entitled to the provision of service with the Employer as of the date of Employee's notice to Employer, the lump sum severance compensation payment shall be equal to one (1) times the total amount of the Employee's Base Salary rather than two (2) times the total amount; (b) the medical and hospitalization benefits and all compensation and other benefits that shall will have accrued as of the Termination Date, as described in Section 7(a)(ii)(1); and (c) to the automatic vesting including all vested Options, paid leave benefits, and exercisability in whole or in part reimbursement of all stock incurred business expenses. Further, any unvested options or similar rights to acquire capital stock granted by Employer to Employee; provided that Employee shall not be entitled, after the Termination Date to the accrual or provision of any other compensation payable hereunder, including the Performance Bonus, but shall be permitted to continue medical and hospitalization benefits to the extent permitted by "COBRA" stock award (whether restricted stock or other awards) in Company policystock previously issued to Employee will have their vesting accelerated in full so as to become one hundred percent (100%) vested and immediately exercisable in full as of the date of such termination. Company’s obligation to provide the foregoing will be subject to a reasonable release and waiver under the same or similar terms that have been or will be required of other executive officers.

By Employee. (i) I. Employee may, in Employee's his sole discretion, without cause, terminate the Term at any time upon 60 days' by providing Employer with 90 days written notice to Employernotice. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee him of all his duties and terminate the Term at any time prior to the expiration of said notice period. If the Term is terminated by Employee or Employer pursuant to this Section 7(c)(i), Employee shall will be entitled to the provision of all compensation and other benefits that will have accrued as of the Termination Date, including all vested Options, paid leave benefits, and reimbursement of incurred business expenses, but will not be entitled to any further Base Salary or the accrual or provision of any other compensation or benefits after the Termination Date, except medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policy. (ii) II. If, during the Term, a Change of Control (as defined below) occursoccurs and, without his consent, Employee is assigned duties materially inconsistent with his position and status with Employer hereunder, Employee may, in Employee's his sole discretion, terminate the Term upon 30 five (5) days' ’ notice of to Employer. If Employee exercises such termination right, Employer may, at its optionOption, at any time after receiving such notice from Employee, relieve Employee him of all his duties hereunder and terminate the Term at any time prior to the expiration of said notice period. If this Agreement is terminated by Employee or Employer pursuant to this Section 7(c)(ii), Employee shall be entitled: (a) to receive will receive, on or prior to before the Termination Date Date, a lump sum severance compensation payment equal to two (2) times the total amount of Employee's Base Salary payable hereunder, based on the amount in effect as of the Termination Date. If Employee has less than five years of service with the Employer as of the date of Employee's notice to Employer, the lump sum severance compensation payment shall be equal to one (1) times year’s salary plus Bonuses paid in the total amount prior 12 months, and Employee will be entitled to the provision of the Employee's Base Salary rather than two (2) times the total amount; (b) the medical and hospitalization benefits and all compensation and other benefits that shall will have accrued as of the Termination Date, as described in Section 7(a)(ii)(1); and (c) to the automatic vesting including all vested Options, paid leave benefits, and exercisability in whole or in part reimbursement of all stock options or similar rights to acquire capital stock granted by Employer to Employee; provided that Employee shall not be entitled, after the Termination Date to the accrual or provision of any other compensation payable hereunder, including the Performance Bonus, but shall be permitted to continue medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policyincurred business expenses.

By Employee. (i) Employee may, in Employee's his sole discretion, without cause, terminate the Term at any time upon 60 days' by providing Employer with 90 days written notice to Employernotice. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee him of all his duties and terminate the Term at any time prior to the expiration of said notice period. If the Term is terminated by Employee or Employer pursuant to this Section 7(c)(i), Employee shall will be entitled to the provision of all compensation and other benefits that will have accrued as of the Termination Date, including all vested Options, paid leave benefits, and reimbursement of incurred business expenses, but will not be entitled to any further Base Salary or the accrual or provision of any other compensation or benefits after the Termination Date, except medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policy. (ii) If, during the Term, a Change of Control (as defined below) occursoccurs and, Employee’s employment with the Company is terminated without Cause, or without his consent, Employee is assigned duties that are a material diminution in his authority, duties or responsibilities and which assignment is not cured by Employer with 30 days following notice by Employee (“Good Reason”), or events which constitutes a material breach of the Agreement leading to Employee’s resignation for Good Reason are effected in anticipation of a Change of Control, including but not limited to an attempt to avoid the Company or its successor’s obligations under this Agreement, Employee may, in Employee's his sole discretion, terminate the Term upon 30 five (5) days' ’ notice of to Employer. Employment Agreement, Xxxxx Xxxxxxxxx If Employee exercises such termination right, Employer may, at its optionOption, at any time after receiving such notice from Employee, relieve Employee him of all his duties hereunder and terminate the Term at any time prior to the expiration of said notice period. If this Agreement is terminated by Employee or Employer pursuant to this Section 7(c)(ii), Employee will receive, beginning on the Termination Date, an amount equal to the twelve months of total target compensation (12 months of TTC) provided that the amount payable during the first six months shall not exceed two times the maximum amount that may be entitled: (ataken into account under a qualified retirement plan under Internal Revenue Code Section 401(a)(17) to receive on or prior to for the year in which the Termination Date occurs. Any portion of these amounts scheduled but not payable during the first six months because of the limitation in the prior sentence shall be paid in a lump sum severance compensation with the first payment equal to two (2) times due after the total amount of Employee's Base Salary payable hereunder, based on the amount in effect as end of the Termination Datesix months. If These amounts will be payable in the same times as provided in Section 7(a)(ii), and Employee has less than five years will be entitled to the provision of service with the Employer as of the date of Employee's notice to Employer, the lump sum severance compensation payment shall be equal to one (1) times the total amount of the Employee's Base Salary rather than two (2) times the total amount; (b) the medical and hospitalization benefits and all compensation and other benefits that shall will have accrued as of the Termination Date, as described in Section 7(a)(ii)(1); and (c) to the automatic vesting including all vested Options, paid leave benefits, and exercisability in whole or in part reimbursement of all stock incurred business expenses. Further, any unvested options or similar rights to acquire capital stock granted by Employer to Employee; provided that Employee shall not be entitled, after the Termination Date to the accrual or provision of any other compensation payable hereunder, including the Performance Bonus, but shall be permitted to continue medical and hospitalization benefits to the extent permitted by "COBRA" stock award (whether restricted stock or other awards) in Company policystock previously issued to Employee will have their vesting accelerated in full so as to become one hundred percent (100%) vested and immediately exercisable in full as of the date of such termination. Company’s obligation to provide the foregoing will be subject to a reasonable release and waiver under the same or similar terms that have been or will be required of other executive officers.

By Employee. Employee’s employment and this Agreement may be terminated by Employee for any reason or with Good Reason (as defined herein) by delivering a written notice of termination to Employer thirty (30) days prior to the desired date of termination (with the thirty (30) day period to be referred to as the “Notice Period”). During the Notice Period, and at the sole discretion of Employer, Employee may be required to assist Employer with identifying a successor and in transitioning Employee’s duties and responsibilities to that successor. Moreover, during the Notice Period, and at the sole discretion of Employer, Employee may be relieved of all duties and/or prohibited from physically working at the offices of Employer. A termination by Employee shall not constitute termination for Good Reason unless Employee shall first have delivered to Employer written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than sixty (60) days after the initial occurrence of such event) (the “Good Reason Notice”), and Employer has not taken action to correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by Employee within thirty (30) days following its receipt of such Good Reason Notice. Good Reason shall not include Employee’s death or Disability. Employee’s date of termination for Good Reason must occur within a period of one hundred twenty (120) days after the occurrence of an event of Good Reason. For purposes of this Agreement, “Good Reason” shall mean any of the following, without Employee’s consent: (i) Employee may, a material diminution in Employee's sole discretion, without cause, terminate the Term at any time upon 60 days' written notice to Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice from Employee, relieve Employee of all duties and terminate the Term at any time prior to the expiration of said notice period. If the Term is terminated by Employee or Employer pursuant to this Section 7(c)(i), Employee shall not be entitled to any further ’s Base Salary or the accrual or provision of any compensation or benefits after the Termination Date, except medical and hospitalization benefits to the extent permitted by "COBRA" or (other Company policy. than an across-the-board reduction in base salary that affects all peer executives); (ii) If, during the Term, a Change of Control (as defined below) occurs, Employee may, material diminution in Employee's sole discretion’s authority, terminate duties, or responsibilities; or (iii) the Term upon 30 days' notice relocation of Employer. If Employee exercises such termination right, Employer may, at its option, at any time after receiving such notice Employee’s principal office to a location that is more than thirty-five (35) miles from Employee, relieve Employee of all duties hereunder and terminate the Term at any time prior to the expiration of said notice period. If this Agreement is terminated by Employee or Employer pursuant to this Section 7(c)(ii), Employee shall be entitled: (a) to receive on or prior to the Termination Date a lump sum severance compensation payment equal to two (2) times the total amount of Employee's Base Salary payable hereunder, based on the amount in effect ’s principal office as of the Termination Effective Date. If Employee has less than five years of service with the Employer as of the date ; provided, however, that Good Reason shall not include any relocation of Employee's notice to Employer, the lump sum severance compensation payment shall be equal to one (1) times the total amount of the ’s principal office which is proposed or initiated by Employee's Base Salary rather than two (2) times the total amount; (b) the medical and hospitalization benefits and all compensation and other benefits that shall have accrued as of the Termination Date, as described in Section 7(a)(ii)(1); and (c) to the automatic vesting and exercisability in whole or in part of all stock options or similar rights to acquire capital stock granted by Employer to Employee; provided that Employee shall not be entitled, after the Termination Date to the accrual or provision of any other compensation payable hereunder, including the Performance Bonus, but shall be permitted to continue medical and hospitalization benefits to the extent permitted by "COBRA" or other Company policy.