Common use of Cause or By Executive Other than for Good Reason Clause in Contracts

Cause or By Executive Other than for Good Reason. If the Executive’s employment is terminated by the Company for Cause or by the Executive for other than Good Reason, the Company shall pay the Executive the benefits and amounts under Section 7(a), and the Company shall, thereafter, have no further obligations to the Executive under this Agreement. For purposes of this Agreement, “Good Reason” shall mean, without the Executive’s written consent, the occurrence of any of the following conditions: (i) a Change in Control pursuant to which the buyer does not either assume this Agreement or otherwise agree to employ the Executive at or after the acquisition date on terms substantially comparable in the aggregate to this Agreement, or (ii) unless such condition is fully corrected within 60 days after written notice thereof, the Company (A) permanently and materially diminishes the Executive’s authority, duties, or responsibilities, including without limitation reporting responsibilities, (B) materially reduces the Executive’s overall compensation, including Base Salary, Bonus opportunity and equity award participation, (C) requires the Executive to relocate his principal business office to a location not within 50 miles of the Company’s principal business office located in the Chicago, Illinois metropolitan area, or (D) materially breaches the terms of this Agreement. Notwithstanding anything in this Agreement to the contrary, a separation from service due to Good Reason must occur, if at all, within 120 days after the Company receives written notice of any one or more of the conditions set forth in this Section 7(c). The Executive must provide the Company with written notice of any one or more of the conditions set forth in this Section 7(c) within 90 days of the initial existence of the condition in order for such condition to constitute Good Reason under this Agreement. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied:

Cause or By Executive Other than for Good Reason. If the Executive’s employment is terminated by the Company for Cause or by the Executive for other than Good Reason, the Company shall pay the Executive his Base Salary through the benefits date of termination and amounts under Section 7(a)any unreimbursed expenses, and the Company shall, thereafter, have no further obligations to the Executive under this Agreement. For purposes of this Agreement, “Good Reason” shall mean, without the Executive’s written consent, the occurrence of any of the following conditionscircumstances: (i) a Change in Control pursuant to which the buyer does not either assume this Agreement or otherwise agree to employ the Executive at or after the acquisition date on terms substantially comparable in the aggregate to this Agreement, or (ii) unless such condition is circumstances are fully corrected within 60 days after written notice thereof, the Company (A) permanently and materially diminishes the Executive’s authorityposition, duties, or responsibilities, including without limitation reporting responsibilities, responsibilities (B) materially reduces the Executive’s overall compensation, including Base Salary, Bonus opportunity and equity award participation, (C) requires the Executive to relocate his principal business office to a location not within 50 miles of the Company’s principal business office located in the Chicago, Illinois metropolitan area, or (D) materially breaches does not promote the terms Executive to President and Chief Executive Officer as of this Agreement. Notwithstanding anything in this Agreement the Promotion Time or (E) the Executive is not nominated for election to the contrary, a separation from service due to Good Reason must occur, if at all, within 120 days after Board during the Company receives written notice term of any one or more of the conditions set forth in this Section 7(c). The Executive must provide the Company with written notice of any one or more of the conditions set forth in this Section 7(c) within 90 days of the initial existence of the condition in order for such condition to constitute Good Reason under this Agreement. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied:

Cause or By Executive Other than for Good Reason. If the Executive’s employment is terminated by the Company for Cause or by the Executive for other than Good Reason, the Company shall pay the Executive his salary through the benefits date of termination and amounts under Section 7(a)any unreimbursed expenses, and the Company shall, thereafter, have no further obligations to the Executive under this Agreement. For purposes of this Agreement, “Good Reason” shall mean, without the Executive’s express written consent, the occurrence of any of the following conditionscircumstances: (i1) a Company Change in Control pursuant to which the buyer does not either assume this Agreement or otherwise agree to employ the Executive at or after the acquisition date on terms substantially comparable in the aggregate to this Agreement, or (ii2) unless such condition is circumstances are fully corrected within 60 days after written notice thereof, the Company thereof (A) permanently and materially diminishes a permanent material diminution in the Executive’s authorityposition, duties, or responsibilities, responsibilities (including without limitation reporting responsibilities) or authority or any substantive assumption of the Executive’s duties, responsibilities or authority by any member of the Board without the Executive’s knowledge (except during periods when the Executive is unable to perform all or substantially all of the Executive’s duties and/or responsibilities on account of the Executive’s illness (either physical or mental) or other incapacity) or (B) materially reduces a failure by the Company to pay the Executive’s overall compensation, including Base Salary, Bonus opportunity and equity award participation, (C) requires the Executive to relocate his principal business office to salary or bonus as provided herein or a location not within 50 miles material elimination or reduction of the CompanyExecutive’s principal business office located participation in any Benefit Plans generally available to employees at the ChicagoExecutive’s level, Illinois metropolitan area, or (D) materially breaches the terms of this Agreement. Notwithstanding anything in this Agreement to the contrary, a separation from service due to Good Reason must occur, if at all, within 120 days after the Company receives written notice of any one or more of the conditions set forth in this Section 7(c). The Executive must provide the Company with written notice of any one or more of the conditions set forth in this Section 7(c) within 90 days of the initial existence of the condition in order for such condition to constitute Good Reason under this Agreementexcept as otherwise permitted herein. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied:

Cause or By Executive Other than for Good Reason. If the Executive’s employment is terminated by the Company for Cause or by the Executive for other than Good Reason, the Company shall pay the Executive the benefits and amounts under Section 7(a), and the Company shall, thereafter, have no further obligations to the Executive under this Agreement. For purposes of this Agreement, “Good Reason” shall mean, without the Executive’s written consent, the occurrence of any of the following conditionscircumstances: (i) a Change in Control pursuant to which the buyer does not either assume this Agreement or otherwise agree to employ the Executive at or after the acquisition date on terms substantially comparable in the aggregate to this Agreement, or (ii) unless such condition is circumstances are fully corrected within 60 days after written notice thereof, the Company (A) permanently and materially diminishes the Executive’s authority, duties, or responsibilities, including without limitation reporting responsibilities, responsibilities (B) materially reduces the Executive’s overall compensation, including Base Salary, Bonus opportunity and equity award participation, or (C) requires the Executive to relocate his principal business office to a location not within 50 miles of the Company’s principal business office located in the Chicago, Illinois metropolitan area, or (D) materially breaches the terms of this Agreement. Notwithstanding anything in this Agreement to the contrary, a separation from service due to Good Reason must occur, if at all, within 120 days after the Company receives written notice of any one or more of the conditions set forth in this Section 7(c). The Executive must provide the Company with written notice of any one or more of the conditions set forth in this Section 7(c) within 90 days of the initial existence of the condition in order for such condition to constitute Good Reason under this Agreement. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied: