Common use of By the Employee for Good Reason Clause in Contracts

By the Employee for Good Reason. If the Employee terminates his employment for Good Reason, upon at least thirty (30) days prior written notice and opportunity to cure, then the Employee (or, in the event of the Employee’s death or incapacity, the Employee’s legal representative) shall be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall be to pay or provide: (a) the Accrued Benefits; and (b) subject to the Employee’s execution of a Release, the terms of which are described in Section 5.2.1(b) above: (i) an aggregate amount equal to: (A) the Base Severance Amount; plus (B) the average of the Employee’s bonuses paid for the three (3) consecutive fiscal years immediately prior to the year of employment termination (or the average of consecutive bonuses paid to the Employee immediately prior to employment termination if the Employee has been employed less than three (3) consecutive years), plus a pro-rated bonus for the year of the Employee’s employment termination based on the actual bonus awards earned and paid for the fiscal year of the Employee’s termination (in the aggregate, the “Bonus Severance Amount”). The pro-rated amount will be based on the number of days in the fiscal year up to and including the date of employment termination in relation to the total number of days in the fiscal year; and (ii) if the Employee (or, if eligible for continuation coverage under the terms of such plans and applicable law, the Employee’s legal representatives) elects continuing group coverage pursuant to COBRA, the Company (on a taxable basis) shall waive (or reimburse the Employee on a monthly basis for) the cost of such coverage to the extent that such cost exceeds the cost that the Company charges active employees for similar coverage until the earlier of (x) the completion of the first twelve (12) months of COBRA coverage, or (y) the date that the Employee (or the Employee’s legal representatives, if applicable) is covered under another group health plan, subject to the terms of the plans and applicable law. The Base Severance Amount, less standard income and payroll tax withholdings and other authorized deductions, shall be payable in twelve (12) equal monthly installments, commencing within seventy-five (75) days following the Employee’s date of termination, but in no event later than March 15 of the year following the year in which the Employee’s date of termination occurs. Provided, however, that payment of the Base Severance Amount shall not commence unless the statutory period during which the Employee is entitled to revoke the Release has expired during the 75-day period following the Employee’s date of termination and provided further that any payments provided hereunder shall be made in the second taxable year if the 75-day period begins in one taxable year of the Employee and ends in the subsequent taxable year. Each installment of the Base Severance Amount shall be treated as a separate payment for purposes of Code Section 409A. The Pro-Rated Bonus, less standard income and payroll tax withholdings and other authorized deductions, shall be payable in a single lump sum between January 1 and March 15 of the year following the year in which the Employee’s date of termination occurs; provided, however, that payment of the Pro-Rated Bonus shall not be made unless the statutory period during which the Employee is entitled to revoke the Release has expired. The Company shall have no obligation to provide the payments and benefits (other than Accrued Benefits) set forth above in the event that the Employee breaches the provisions of Section 6. It is understood, and the Employee hereby acknowledges, that for purposes of this Section 5.2.2 only, as long as the Employee continues to receive the compensation and benefits required by this Agreement and continues to be the Chief Operating Officer of Tower, there shall be no basis for a termination by the Employee for Good Reason (for the avoidance of doubt, a reduction in authority, responsibilities or duties resulting from a discontinuance or disposition, in whole or part, of any division, business line or other operations of the Company Group would not be a basis to terminate for Good Reason as long as the conditions set forth in this sentence are satisfied).

By the Employee for Good Reason. If the Employee terminates his employment for Good Reason, upon at least thirty (30) days prior written notice and opportunity to cure, then the Employee (or, in the event of the Employee’s death or incapacity, the Employee’s legal representative) shall be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall be to pay or provide: (a) the Accrued BenefitsBenefits and, if payable pursuant to Section 4.5 (and not yet paid), the Retention Bonus (which, for the avoidance of doubt, shall be paid in accordance with Section 4.5); and (b) subject to the Employee’s execution of a Release, the terms of which are described in Section 5.2.1(b) above: (i) an aggregate amount equal to: (A) the Base Severance Amount; plus (B) the average of the Employee’s bonuses paid for the three (3) consecutive fiscal years immediately prior to the year of employment termination (or the average of consecutive bonuses paid to the Employee immediately prior to employment termination if the Employee has been employed less than three (3) consecutive years), plus a pro-rated bonus for the year of the Employee’s employment termination based on the actual bonus awards earned and paid for the fiscal year of the Employee’s termination (in the aggregate, the “Bonus Severance AmountPro-Rated Bonus”). The , which shall be pro-rated amount will be based on the number of days in the fiscal year up to and including the date of employment termination in relation to the total number of days in the fiscal year; and (ii) if the Employee (or, if eligible for continuation coverage under the terms of such plans and applicable law, the Employee’s legal representatives) elects continuing group coverage pursuant to COBRA, the Company (on a taxable basis) shall waive (or reimburse the Employee on a monthly basis for) the cost of such coverage to the extent that such cost exceeds the cost that the Company charges active employees for similar coverage until the earlier of (x) the completion of the first twelve (12) months of COBRA coverage, or (y) the date that the Employee (or the Employee’s legal representatives, if applicable) is covered under another group health plan, subject to the terms of the plans and applicable law. The Base Severance Amount, less standard income and payroll tax withholdings and other authorized deductions, shall be payable in twelve (12) equal monthly installments, commencing within seventy-five (75) days following the Employee’s date of termination, but in no event later than March 15 of the year following the year in which the Employee’s date of termination occurs. Provided, however, that payment of the Base Severance Amount shall not commence unless the statutory period during which the Employee is entitled to revoke the Release has expired during the 75-day period following the Employee’s date of termination and provided further that any payments provided hereunder shall be made in the second taxable year if the 75-day period begins in one taxable year of the Employee and ends in the subsequent taxable year. Each installment of the Base Severance Amount shall be treated as a separate payment for purposes of Code Section 409A. The Pro-Rated Bonus, less standard income and payroll tax withholdings and other authorized deductions, shall be payable in a single lump sum between January 1 and March 15 of the year following the year in which the Employee’s date of termination occurs; provided, however, that payment of the Pro-Rated Bonus shall not be made unless the statutory period during which the Employee is entitled to revoke the Release has expired. The Company shall have no obligation to provide the payments and benefits (other than Accrued Benefits) set forth above in the event that the Employee breaches the provisions of Section 6. It is understood, and the Employee hereby acknowledges, that for purposes of this Section 5.2.2 only, as long as the Employee continues to receive the compensation and benefits required by this Agreement and continues to be an officer and the Chief Operating Officer chief human resources officer of TowerTower reporting directly to the CEO, there shall be no basis for a termination by the Employee for Good Reason (for the avoidance of doubt, a reduction in authority, responsibilities or duties resulting from a discontinuance or disposition, in whole or part, of any division, business line or other operations of the Company Group would not be a basis to terminate for Good Reason as long as the conditions set forth in this sentence are satisfied).

By the Employee for Good Reason. If the Employee terminates his employment for Good Reason, upon at least thirty (30) days prior written notice and opportunity to cure, then then, in addition to any accelerated vesting of 2010 Plan Awards pursuant to Section 4.6, the Employee (or, in the event of the Employee’s death or incapacity, the Employee’s legal representative) shall be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall be to pay or provide: (a) the Accrued Benefits; and (b) subject to the Employee’s execution of a Release, the terms of which are described in Section 5.2.1(b) above: (i) an aggregate amount equal to: (A) the Base Severance Amount; plus (B) the average of the Employee’s bonuses paid for the three (3) consecutive fiscal years immediately prior to the year of employment termination (or the average of consecutive bonuses paid to the Employee immediately prior to employment termination if the Employee has been employed less than three (3) consecutive years), plus a pro-rated bonus for the year of the Employee’s employment termination based on the actual bonus awards earned and paid for the fiscal year of the Employee’s termination (in the aggregate, the “Good Reason Bonus Severance Amount”). The pro-rated amount will be based on the number of days in the fiscal year up to and including the date of employment termination in relation to the total number of days in the fiscal year; and (ii) if the Employee (or, if eligible for continuation coverage under the terms of such plans and applicable law, the Employee’s legal representatives) elects continuing group coverage pursuant to COBRA, the Company (on a taxable basis) shall waive (or reimburse the Employee on a monthly basis for) the cost of such coverage to the extent that such cost exceeds the cost that the Company charges active employees for similar coverage until the earlier of (x) the completion of the first twelve (12) months of COBRA coverage, or (y) the date that the Employee (or the Employee’s legal representatives, if applicable) is covered under another group health plan, subject to the terms of the plans and applicable law. The Company may modify its obligation to provide such benefit to the extent reasonably necessary to avoid any penalty or excise taxes imposed on it under the Patient Protection and Affordable Care Act of 2010, as amended, provided that it does so in a manner that to the extent possible, as determined by the Company in its discretion, preserves the economic benefit and original intent of such benefit but does not cause such a penalty or excise tax. The Base Severance Amount, less standard income and payroll tax withholdings and other authorized deductions, shall be payable in twelve (12) equal monthly installments, commencing within seventy-five (75) days following the Employee’s date of termination, but in no event later than March 15 of the year following the year in which the Employee’s date of termination occurs. Provided, however, that payment of the Base Severance Amount shall not commence unless the statutory period during which the Employee is entitled to revoke the Release has expired during the 75-day period following the Employee’s date of termination and provided further that any payments provided hereunder shall be made in the second taxable year if the 75-day period begins in one taxable year of the Employee and ends in the subsequent taxable year. Each installment of the Base Severance Amount shall be treated as a separate payment for purposes of Code Section 409A. The Pro-Rated BonusGood Reason Bonus Severance Amount, less standard income and payroll tax withholdings and other authorized deductions, shall be payable in a single lump sum between January 1 and March 15 of the year following the year in which the Employee’s date of termination occurs; provided, however, that payment of the Pro-Rated Good Reason Bonus Severance Amount shall not be made unless the statutory period during which the Employee is entitled to revoke the Release has expired. The Company shall have no obligation to provide the payments and benefits (other than Accrued Benefits) set forth above in the event that the Employee breaches the provisions of Section 6. It is understood, and the Employee hereby acknowledges, that for purposes of this Section 5.2.2 only, as long as the Employee continues to receive the compensation and benefits required by this Agreement and continues to be the Chief Operating Officer of Tower, there shall be no basis for a termination by the Employee for Good Reason (for the avoidance of doubt, a reduction in authority, responsibilities or duties resulting from a discontinuance or disposition, in whole or part, of any division, business line or other operations of the Company Group would not be a basis to terminate for Good Reason as long as the conditions set forth in this sentence are satisfied).