Common use of Cause; Other than for Good Reason Clause in Contracts

Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause If, during the Employment Period, this Agreement shall terminate without further obligations to the Executive’s employment is terminated by the Company for Cause or the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive voluntarily terminates employment during the Employment Period other than (excluding a termination for Good Reason), this Agreement the Company or the Bank (as applicable) shall terminate without further obligations to provide the Executive, other than for Executive with the Accrued Obligations, and the timely payment or delivery of the Other Benefits and shall have no other severance obligations under this Agreement. In such case, all the Accrued Obligations (subject to the proviso set forth in Section 5(a)(1)(A) to the extent applicable) shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period other than Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued ObligationsObligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's ’s employment shall be is terminated for Cause during the Employment Period, this Agreement shall will terminate without further obligations obligation to the Executive other than the obligation to pay payment to the Executive of the Annual Base Salary through the Date of Termination Termination, plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period Period, excluding a termination either for Good Reason or during the Window Period, this Agreement will terminate without further obligation to the Executive other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations. In such case, all Accrued Obligations shall (which will be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination) and any other benefits to which the Executive may be entitled pursuant to the terms of any plan, program or arrangement of the Company and its affiliated companies.

Cause; Other than for Good Reason. If the Executive's --------------------------------- employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to or if the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive voluntarily terminates employment during the Employment Period other than Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued ObligationsObligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated by the Company for Cause or by the Executive other than for Good Reason (and other than by reason of his death or disability) during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued ObligationsTermination. In such case, all Accrued Obligations such amounts shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. The Executive shall, in such event, also be entitled to any benefits required by law that are not otherwise provided by this Agreement.

Cause; Other than for Good Reason. If the Executive's ’s employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay timely payment to the Executive of (x) the Executive’s currently effective Annual Base Salary through the Date of Termination plus in a lump sum in cash within 30 days after the amount Date of any compensation previously deferred by the ExecutiveTermination and (y) Other Benefits, in each case to the extent theretofore unpaid. If the Executive voluntarily terminates employment during the Employment Period other than Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations. In such case, all the timely payment of Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of after the Date of TerminationTermination and Other Benefits.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Period or if the Executive voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (x) his or her Annual Base Salary through the Date of Termination plus Termination, (y) the amount of any compensation previously deferred by the Executive, and (z) Other Benefits, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's ’s employment shall be terminated by the Company for Cause or by the Executive other than for Good Reason (and other than by reason of his death or Disability) during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued ObligationsTermination. In such case, all Accrued Obligations such amounts shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If If, during the Employment Period, Executive's ’s employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the or Executive terminates his employment during the Employment Period other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, Executive other than for the obligation to pay to Executive (i) the Accrued ObligationsObligations through the Date of Termination (excluding payment of any unpaid Annual Bonus from any prior completed calendar year) and (ii) Other Benefits, in each case to the extent theretofore unpaid. In such case, all The Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 thirty (30) days of the Date of Termination.

Cause; Other than for Good Reason. If (i) the Executive's ’s employment shall be terminated for Cause during or (ii) the Employment PeriodExecutive terminates his employment without Good Reason, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay or provide to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's ’s employment shall be is terminated for Cause during the Employment Period, this Agreement the Company shall terminate without further obligations provide to the Executive other than the obligation to pay to the Executive Executive’s Annual Base Salary through the Date of Termination plus Termination, and the amount of any compensation previously deferred by the ExecutiveOther Benefits, in each case case, to the extent theretofore unpaid, and shall have no other severance obligations under this Agreement. If the Executive voluntarily terminates employment during the Employment Period other than Period, excluding a termination for Good Reason, this Agreement the Company shall terminate without further obligations provide to the ExecutiveExecutive the Accrued Obligations and the timely payment or delivery of the Other Benefits, and shall have no other than for Accrued Obligationsseverance obligations under this Agreement. In such case, all the Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's ’s employment shall be terminated by the Company for Cause or by the Executive other than for Good Reason (and other than by reason of his death or disability) during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued ObligationsTermination. In such case, all Accrued Obligations such amounts shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. The Executive shall, in such event, also be entitled to any benefits required by law that are not otherwise provided by this Agreement.

Cause; Other than for Good Reason. If the Executive's ’s employment shall be is terminated for Cause during the Employment Period, this Agreement shall will terminate without further obligations obligation to the Executive other than the obligation to pay payment to the Executive of the Annual Base Salary through the Date of Termination Termination, plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period other than Period, excluding a termination for Good Reason, this Agreement shall will terminate without further obligations obligation to the Executive, Executive other than for Accrued Obligations. In such case, all the Accrued Obligations shall (which will be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination) and any other benefits to which the Executive may be entitled pursuant to the terms of any plan, program or arrangement of the Company and its affiliated companies.

Cause; Other than for Good Reason. If during the Employment Period the Executive's employment shall be is terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If or the Executive terminates his employment during the Employment Period other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, Executive under this Agreement other than those obligations accrued or earned and vested (if applicable) by the Executive through the Date of Termination or the date of termination (as applicable), including for Accrued this purpose, the Termination Obligations. In All such case, all Accrued Termination Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's ’s employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period other than Period, excluding a termination either for Good ReasonReason or without any reason during the Window Period, this Agreement shall terminate without further obligations to the Executive, other than for Accrued ObligationsObligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than for Accrued Obligations and for the obligation to pay to the Executive Annual Base Salary through the Date timely payment or provision of Termination plus the amount of any compensation previously deferred by the ExecutiveOther Benefits, in each case to the extent theretofore unpaid. If the Executive voluntarily terminates employment during the Employment Period other than Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued ObligationsObligations and the timely payment or provision of Other Benefits. In each such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's ’s employment shall be is terminated for Cause during the Employment Period, this Agreement the Company shall terminate without further obligations to provide the Executive other than with the obligation to pay to the Executive Executive’s Annual Base Salary through the Date of Termination plus Termination, and the amount timely payment or delivery of any compensation previously deferred by the ExecutiveOther Benefits, in each case to the extent theretofore unpaidand shall have no other severance obligations under this Agreement. If the Executive voluntarily terminates employment during the Employment Period other than Period, excluding a termination for Good Reason, this Agreement the Company shall terminate without further obligations provide to the Executive, Executive the Accrued Obligations and the timely payment or delivery of the Other Benefits and shall have no other than for Accrued Obligationsseverance obligations under this Agreement. In such case, all the Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated by the Company for Cause or by the Executive other than for Good Reason (and other than by reason of her death or disability) during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued ObligationsTermination. In such case, all Accrued Obligations such amounts shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. The Executive shall, in such event, also be entitled to any benefits required by law that are not otherwise provided by this Agreement.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaidnot paid. If the Executive terminates employment during the Employment Period other than Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued ObligationsObligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Executive's Annual Base Salary through the Date of Termination Termination, plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, Executive other than for Accrued ObligationsObligations and the timely payment or provision of Other Benefits. In such case, case all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Periodterm of this Agreement, this Agreement shall terminate without further obligations to the Executive other than for payment of Accrued Obligations and the obligation to pay to the Executive Annual Base Salary through the Date timely payment or provision of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaidOther Benefits. If the Executive voluntarily terminates employment during the Employment Period other than Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued ObligationsObligations and the timely payment or provision of Other Benefits. In such caseeither event, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's ’s employment shall be is terminated for Cause during the Change in Control Employment Period, this Agreement shall will terminate without further obligations obligation to the Executive other than the obligation to pay payment to the Executive of the Annual Base Salary through the Date of Termination Termination, plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Change in Control Employment Period other than Period, excluding a termination either for Good Reason, this Agreement shall will terminate without further obligations obligation to the Executive, Executive other than for Accrued Obligations. In such case, all the Accrued Obligations shall (which will be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination) and any other benefits to which the Executive may be entitled pursuant to the terms of any plan, program or arrangement of the Company and its affiliated companies.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period other than Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued ObligationsObligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period other than Period, excluding a termination either for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued ObligationsObligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's ’s employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the ExecutiveExecutive in accordance with Section 4(b)(ii), in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's ’s employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period other than Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for the Accrued Obligations. In such case, all of which such Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's ’s employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's ’s employment shall be terminated for Cause during the Employment Period, this Agreement and the Employment Period shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations. In such case, all Accrued Obligations obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's ’s employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period other than Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued ObligationsObligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (x) the Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executiveand (y) Other Benefits, in each case to the extent theretofore unpaid. If the Executive voluntarily terminates employment during the Employment Period other than Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued ObligationsObligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period Period, other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued ObligationsObligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's employment shall be is terminated for Cause during the Change in Control Employment Period, this Agreement shall will terminate without further obligations obligation to the Executive other than the obligation to pay payment to the Executive of the Annual Base Salary through the Date of Termination Termination, plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Change in Control Employment Period other than Period, excluding a termination either for Good Reason, this Agreement shall will terminate without further obligations obligation to the Executive, Executive other than for Accrued Obligations. In such case, all the Accrued Obligations shall (which will be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination) and any other benefits to which the Executive may be entitled pursuant to the terms of any plan, program or arrangement of the Company and its affiliated companies.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than for Accrued Obligations and for the obligation to pay to the Executive Annual Base Salary through the Date timely payment or provision of Termination plus the amount of any compensation previously deferred by the ExecutiveOther Benefits, in each case to the extent theretofore unpaid. If the Executive voluntarily terminates employment during the Employment Period other than Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued ObligationsObligations and the timely payment or provision of Other Benefits. In each such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. 7.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause or other than for Good Reason during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case Executive other than pursuant to a tax qualified plan (together with any accrued interest or earnings thereon) to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations. In such case, all Accrued Obligations such amounts shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's employment shall be is terminated for Cause during the Employment Period, this Agreement shall will terminate without further obligations obligation to the Executive other than the obligation to pay payment to the Executive of the Annual Base Salary through the Date of Termination Termination, plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period Period, excluding a termination either for Good Reason or during the Window Period, this Agreement will terminate without further obligation to the Executive other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations. In such case, all Accrued Obligations shall (which will be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination) and any other benefits to which the Executive may be entitled pursuant to the terms of any plan, program or arrangement of the Company and its affiliated companies.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment PeriodCause, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual the Highest Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaidExecutive (together with accrued interest thereon). If the Executive terminates employment during the Employment Period other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than those obligations accrued or earned and vested (if applicable) by the Executive through the Date of Termination, including for this purpose, all Accrued Obligations. In All such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period the Executive’s employment is terminated for Cause or the Executive terminates his employment other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, Executive under this Agreement other than those obligations accrued or earned and vested (if applicable) by the Executive through the Date of Termination or the date of termination (as applicable), including for Accrued this purpose, the Termination Obligations. In All such case, all Accrued Termination Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's ’s employment shall be is terminated for Cause during the Employment Period, this Agreement the Company shall terminate without further obligations to provide the Executive other than with the obligation to pay to the Executive Executive’s Annual Base Salary through the Date of Termination plus Termination, and the amount timely payment or delivery of any compensation previously deferred by the ExecutiveOther Benefits, in each case to the extent theretofore unpaidand shall have no other severance obligations under this Agreement. If the Executive voluntarily terminates employment during the Employment Period other than for Good Reason, this Agreement the Company shall terminate without further obligations provide to the Executive, Executive the Accrued Obligations and the timely payment or delivery of the Other Benefits and shall have no other than for Accrued Obligationsseverance obligations under this Agreement. In such case, all the Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of after the Date of Termination.

Cause; Other than for Good Reason. If the Executive's ’s employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than for Accrued Obligations and for the obligation to pay to the Executive Annual Base Salary through the Date timely payment or provision of Termination plus the amount of any compensation previously deferred by the ExecutiveOther Benefits, in each case to the extent theretofore unpaid. If the Executive voluntarily terminates employment during the Employment Period other than Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued ObligationsObligations and the timely payment or provision of Other Benefits. In each such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment PeriodCause, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to those obligations accrued or earned and vested (if applicable) by the Executive Annual Base Salary through as of the Date of Termination plus the amount of any compensation previously deferred by the ExecutiveTermination, in each case to the extent theretofore unpaidincluding for this purpose all Accrued Obligations. If the Executive terminates employment during the Employment Period other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than those obligations accrued or earned and vested (if applicable) by the Executive through the Date of Termination, including for this purpose, all Accrued Obligations. In All such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's ’s employment shall be terminated for Cause Cause, or on account of death or Disability, during the Employment Severance Protection Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case all Accrued Obligations to the extent theretofore unpaid. If the Executive voluntarily terminates employment during the Employment Period other than Severance Protection Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for the payment of all Accrued ObligationsObligations to the extent theretofore unpaid. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of TerminationTermination or as otherwise provided in the applicable benefit plan as the case may be.

Cause; Other than for Good Reason. If the Executive's ’s employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaidAccrued Benefits. If the Executive terminates employment during the Employment Period other than Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for the payment of the Accrued ObligationsBenefits. In such case, all Accrued Obligations All payments made pursuant to this Section 5(e) shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive his Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period other than Period, excluding a termination either for Good ReasonReason or without any reason during the Window Period, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations. In such case, all such Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's ’s employment shall be is terminated for Cause during the Change of Control Employment Period, this Agreement shall will terminate without further obligations obligation to the Executive other than the obligation to pay payment to the Executive of the Annual Base Salary through the Date of Termination Termination, plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Change of Control Employment Period other than Period, excluding a termination for Good Reason, this Agreement shall will terminate without further obligations obligation to the Executive, Executive other than for Accrued Obligations. In such case, all the Accrued Obligations shall (which will be paid to the Executive in a lump sum in cash within 30 thirty (30) days of the Date of Termination) and any other benefits to which the Executive may be entitled pursuant to the terms of any plan, program or arrangement of the Company and its affiliated companies.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment PeriodCause, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual the Base Salary accrued through the Date of Termination plus the vested amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than those obligations accrued or earned and vested (if applicable) by the Executive through the Date of Termination, including for this purpose, all Accrued Obligations. In All such case, all Accrued Obligations to which the Executive shall be entitled shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Period or if the Executive voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (x) his or her Annual Base Salary through the Date of Termination plus Termination, (y) the amount of any compensation previously deferred by the Executive, and (z) Other Benefits, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. 7.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive his Annual Base Salary through the Date of Termination plus the amount of and any compensation previously deferred by the ExecutiveOther Benefits, in each case to the extent theretofore unpaid. If the Executive voluntarily terminates employment during the Employment Period other than Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued ObligationsObligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's ’s employment shall be terminated for Cause during the Employment Change of Control Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore previously unpaid. If the Executive terminates employment during the Employment Period other than Change of Control Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued ObligationsObligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.. Second Amended and Restated Change of Control Agreement

Cause; Other than for Good Reason. If the Executive's employment shall be is terminated by the Company for Cause during the Employment Period, this Agreement the Company shall terminate without further obligations to pay the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus Termination, the amount of any compensation previously deferred by the ExecutiveExecutive (together with any accrued interest or earnings thereon), in each case to the extent theretofore unpaidnot yet paid and the Company shall have no further obligations under this Agreement. If the Executive voluntarily terminates employment during the Employment Period Period, other than for Good Reason, this Agreement the Company shall terminate without further obligations to pay the Executive, other than for Accrued Obligations. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination, and the Company shall have no further obligations under this Agreement.

Cause; Other than for Good Reason. If the Executive's employment --------------------------------- shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaidnot paid. If the Executive terminates employment during the Employment Period other than Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued ObligationsObligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause or the Executive terminates his employment without Good Reason during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary (i) the Accrued Obligations through the Date of Termination plus (other than the pro-rata bonus amount of any compensation previously deferred by the Executiveprovided under Section 5(a)(i)(A)(3)) and (ii) Other Benefits, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's ’s employment shall be terminated for Cause during the Employment Period or if the Executive volun­tarily terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (x) his or her Annual Base Salary through the Date of Termination plus Termination, (y) the amount of any compensation previously deferred by the Executive, and (z) Other Benefits, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to or if the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive voluntarily terminates employment during the Employment Period other than Period, excluding a resignation for Good Reason, this Agreement shall terminate without further obligations to the Executive, Executive other than for Accrued Obligationsamounts described in Sections 5(a)(i)(A)(1) and 5(a)(i)(A)(3) and the timely payment or provision of Other Benefits (unless the terms of such Other Benefits provide for forfeiture upon termination for Cause or termination for other than Good Reason). In such case, all Accrued Obligations such amounts shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation for Accrued Obligations in respect of periods prior to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaidsuch termination. If the Executive voluntarily terminates employment during the Employment Period other than Period, excluding a termination for Good Reason, this Agreement the Company shall terminate without have no further obligations to the Executive, Executive other than for the payment of Accrued ObligationsObligations in respect of periods prior to such termination. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. In addition, each and every Compensatory Award that is outstanding as of the time immediately prior to the Date of Termination shall be immediately terminated.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Change of Control Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore previously unpaid. If the Executive terminates employment during the Employment Period other than Change of Control Period, excluding a termination either for Good ReasonReason or without any reason during the Window Period, this Agreement shall terminate without further obligations to the Executive, other than for Accrued ObligationsObligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash payment within 30 days of the Date of Termination.. (d)

Cause; Other than for Good Reason. If the Executive's ’s employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period other than Em-ployment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued ObligationsObligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during before the end of the Employment Period, this Agreement shall terminate without further obligations to by the Company for Cause or by the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period other than for Good Reason, this Agreement shall terminate without further obligations to Executive other than the obligation to pay to Executive (i) his Annual Base Salary through the Date of Termination, (ii) the amount of any compensation previously deferred by Executive, other than for Accrued Obligationsand (iii) Other Benefits, in each case to the extent theretofore unpaid. In such case, all Accrued Obligations All obligations under this subsection shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's employment shall --------------------------------- be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period Period, other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued ObligationsObligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (x) his Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the ExecutiveTermination, and (y) Other Benefits, in each case to the extent theretofore unpaid. If the Executive voluntarily terminates employment during the Employment Period other than Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued ObligationsObligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Periodterm of this Agreement, this Agreement shall terminate without further obligations to the Executive other than for payment of Accrued Obligations and the obligation to pay to the Executive Annual Base Salary through the Date timely payment or provision of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaidOther Benefits. If the Executive voluntarily terminates employment during the Employment Period other than Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued ObligationsObligations and the timely payment or provision of Other Benefits. In such caseeither event, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's ’s employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (x) the Annual Base Salary through the Date of Termination plus Termination, and (y) the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the Executive voluntarily terminates employment during the Employment Period other than Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If If, during the Employment Period, Executive's ’s employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the or Executive terminates his employment during the Employment Period other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, Executive other than for the obligation to pay to Executive (i) the Accrued ObligationsObligations through the Date of Termination (excluding payment of any unpaid Annual Bonus from any prior completed fiscal year) and (ii) Other Benefits, in each case to the extent theretofore unpaid. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's ’s employment shall be terminated for Cause during the Employment Change of Control Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore previously unpaid. If the Executive terminates employment during the Employment Period other than Change of Control Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued ObligationsObligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other than for Good Reason. If If, during the Employment Period, Executive's ’s employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaid. If the or Executive terminates his employment during the Employment Period other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, Executive other than for the obligation to pay to Executive (i) the Accrued ObligationsObligations through the Date of Termination (excluding payment of any unpaid Annual Incentive Bonus from any prior completed calendar year) and (ii) Other Benefits, in each case to the extent theretofore unpaid. In such case, all The Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 thirty (30) days of the Date of Termination.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Periodterm of this Agreement, this Agreement shall terminate without further obligations to the Executive other than for payment of Accrued Obligations and the obligation to pay to the Executive Annual Base Salary through the Date timely payment or provision of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent theretofore unpaidOther Benefits. If the Executive voluntarily terminates employment during the Employment Period other than Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued ObligationsObligations and the timely payment or provision of Other Benefits. In such caseeither event, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of TerminationTermination and all unvested plan units of Executive under the Stock Incentive Program shall be forfeited.

Cause; Other than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the ExecutiveExecutive in accordance with Section 4(b)(ii), in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period other than for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.