Common use of Certain Terminations by the Company or Executive Clause in Contracts

Certain Terminations by the Company or Executive. If Executive’s Termination Date occurs during the Employment Period and is a result of Executive’s termination of employment (A) by the Company for any reason other than Cause (and is not on account of Executive’s death, Disability, or voluntary resignation, the mutual agreement of the parties or pursuant to paragraph 5(e)), (B) by Executive following the Company’s breach of this Agreement in any material respect and failure to cure the breach within 30 days after notice thereof from Executive, or (C) by Executive within 60 days after Executive’s principal place of employment with the Company is relocated outside of the greater Chicago metropolitan area, then, except as described in paragraph 5(a) or as agreed in writing between Executive and the Company, Executive shall be entitled to the following payments and benefits: (i) continuing payments of Executive’s Annual Base Salary (payable in accordance with paragraph 4(a)) for the Continuation Period; (ii) continuation of health benefits for Executive and Executive’s qualified beneficiaries for the Continuation Period at a cost which is no greater than is charged to active employees of the Company and their dependents, which continuing health benefits shall be provided only if Executive and Executive’s qualified beneficiaries, as applicable, make a timely and proper election to be covered under COBRA; (iii) a lump sum payment equal to the Target Incentive Bonus for the year in which the Termination Date occurs; and (iv) the additional vesting, as of the Termination Date, of any and all stock options, shares of restricted stock, restricted stock units and other unvested incentive awards then held by Executive as if Executive had completed one additional year of service as of the Termination Date. All lump sum payments required under this paragraph 5(d) shall be made within 15 days after the Termination Date. Notice by the Company that the term of this Agreement will not be renewed, and any subsequent termination of Executive’s employment at the end of the Employment Period, will not result in Executive being eligible for any payments or benefits contemplated by this paragraph 5(d). If Executive is entitled to payments and benefits pursuant to Exhibit A, he shall not also be entitled to payments and benefits under this paragraph 5(d).

Certain Terminations by the Company or Executive. If Executive’s 's ------------------------------------------------ Termination Date occurs during the Employment Period and is a result of Executive’s 's termination of employment (A) by the Company for any reason other than Cause (and is not on account of Executive’s 's death, Disability, or voluntary resignation, the mutual agreement of the parties or pursuant to paragraph 5(e4(e)), (B) by Executive following the Company’s 's breach of this Agreement in any material respect and failure to cure the breach within 30 days after notice thereof from Executive, or (C) by Executive within 60 days after Executive’s the Company relocates its principal place of employment with the Company is relocated business outside of the greater Chicago metropolitan area, then, except as described in paragraph 5(a4(a) or as agreed in writing between Executive and the Company, Executive shall be entitled to the following payments and benefits: : (i) continuing payments of Executive’s 's Annual Base Salary (payable in accordance with paragraph 4(a3(a)) for the Continuation Period; ), (ii) continuation of health benefits for Executive and Executive’s qualified beneficiaries for the Continuation Period 's dependents at a cost which is no greater than is charged to active employees of the Company and their dependents, which continuing health benefits shall be in addition to, and not part of, any health benefits required to be provided only if to Executive and Executive’s qualified beneficiaries, as applicable, make a timely and proper election to be covered 's dependents under COBRA; Section 4980B of the Code; (iii) a lump sum payment equal to the Target Incentive Bonus for the year in which the Termination Date occurs; and Bonus, and (iv) continued vesting of any unvested stock options, provided that the additional vestingpayments and benefits contemplated by the immediately preceding items (i), as (ii) and (iv) shall commence on Executive's Termination Date and end on the earlier of (I) the first anniversary of Executive's Termination Date, or (II) the date on which Executive violates the provisions of any and all stock options, shares paragraphs 5 or 6 of restricted stock, restricted stock units and other unvested incentive awards then held by Executive as if Executive had completed one additional year of service as of the Termination Date. All lump sum payments required under this paragraph 5(d) shall be made within 15 days after the Termination DateAgreement. Notice by the Company that the term of this Agreement will not be renewed, and any subsequent termination of Executive’s employment at the end of the Employment Period, renewed will not result in Executive being eligible for any payments or benefits contemplated by this paragraph 5(d). If Executive is entitled to payments and benefits pursuant to Exhibit A, he shall not also be entitled to payments and benefits under this paragraph 5(d4(d).

Certain Terminations by the Company or Executive. If Executive’s 's ------------------------------------------------ Termination Date occurs during the Employment Period and is a result of Executive’s 's termination of employment (Ai) by the Company for any reason other than Cause (and is not on account of Executive’s 's death, Disability, or voluntary resignation, the mutual agreement of the parties or pursuant to paragraph 5(e)), (Bii) by Executive following the Company’s 's breach of this Agreement in any material respect and failure to cure the breach within 30 days after notice thereof from Executive, or (Ciii) by Executive within 60 days after Executive’s 's principal place of employment with the Company is relocated outside of the greater Chicago metropolitan area, then, except as described in paragraph 5(a) or as agreed in writing between Executive and the Company, Executive shall be entitled to the following payments and benefits: (iA) continuing payments of Executive’s 's Annual Base Salary (payable in accordance with paragraph 4(a)) for the Continuation Period; (iiB) continuation of health benefits for Executive and Executive’s qualified beneficiaries 's dependents for the Continuation Period at a cost which is no greater than is charged to active employees of the Company and their dependents, which continuing health benefits shall be in addition to, and not part of, any health benefits required to be provided only if to Executive and Executive’s qualified beneficiaries, as applicable, make a timely and proper election to be covered 's dependents under COBRASection 4980B of the Code; (iiiC) a lump sum payment equal to the Target Incentive Bonus for the year in which the Termination Date occurs; and; (ivD) the additional vesting, as of the Termination Date, immediate vesting of any and all stock options, shares of restricted stock, restricted stock units and other unvested incentive awards then options held by Executive as if Executive had completed one additional year Executive; and (E) a lump sum payment equal to the sum of service as (I) the Deferred Amounts, and (II) any portion of the Retention Bonus for the year in which the Termination DateDate occurs and any future years which has not been paid to Executive. All lump sum payments required under this paragraph 5(d) shall be made within 15 days after the Termination Date. Notice by the Company that the term of this Agreement will not be renewed, and any subsequent termination of Executive’s employment at the end of the Employment Period, renewed will not result in Executive being eligible for any payments or benefits contemplated by this paragraph 5(d); provided, however, that Executive shall be entitled to the payments described in clause (E). If Executive is entitled to payments and benefits pursuant to Exhibit A, he shall not also be entitled to payments and benefits under this paragraph 5(d).

Certain Terminations by the Company or Executive. If Executive’s 's Termination Date occurs during the Employment Period and is a result of Executive’s 's termination of employment (Ai) by the Company for any reason other than Cause (and is not on account of Executive’s 's death, Disability, or voluntary resignation, the mutual agreement of the parties or pursuant to paragraph 5(e)), (Bii) by Executive following the Company’s 's breach of this Agreement in any material respect and failure to cure the breach within 30 days after notice thereof from Executive, or (Ciii) by Executive within 60 days after Executive’s 's principal place of employment with the Company is relocated outside of the greater Chicago metropolitan area, then, except as described in paragraph 5(a) or as agreed in writing between Executive and the Company, Executive shall be entitled to the following payments and benefits: (i) continuing payments of Executive’s 's Annual Base Salary (payable in accordance with paragraph 4(a)) for the Continuation Period; (ii) continuation of health benefits for Executive and Executive’s 's qualified beneficiaries for the Continuation Period at a cost which is no greater than is charged to active employees of the Company and their dependents, which continuing health benefits shall be provided only if Executive and Executive’s 's qualified beneficiaries, as applicable, make a timely and proper election to be covered under COBRA; (iii) a lump sum payment equal to the Target Incentive Bonus for the year in which the Termination Date occurs; and (iv) the additional vesting, as of the Termination Date, of any and all stock options, shares of restricted stock, restricted stock units and other unvested incentive awards then held by Executive as if the Executive had completed one additional year of service as of the Termination Date. All lump sum payments required under this paragraph 5(d) shall be made within 15 days after the Termination Date. Notice by the Company that the term of this Agreement will not be renewed, and any subsequent termination of Executive’s 's employment at the end of the Employment Period, will not result in Executive being eligible for any payments or benefits contemplated by this paragraph 5(d). If Executive is entitled to payments and benefits pursuant to Exhibit A, he shall not also be entitled to payments and benefits under this paragraph 5(d).

Certain Terminations by the Company or Executive. If Executive’s Termination Date occurs during the Employment Period and is a result of Executive’s termination of employment (A) by the Company for any reason other than Cause (and is not on account of Executive’s death, Disability, or voluntary resignation, or the mutual agreement of the parties or otherwise as pursuant to paragraph 5(e)), (B) by Executive following the Company’s breach of this Agreement in any material respect and failure to cure the breach within 30 days after notice thereof from Executiverespect, or (C) by Executive within 60 days after Executive’s principal place of employment with the Company is relocated outside of the greater Chicago metropolitan areaarea which, the parties acknowledge, constitutes a material adverse change in geographic location under section 409A of the Code, then, except as described in paragraph 5(a) or as agreed in writing between Executive and the Company, Executive shall be entitled to the following payments and benefits: (i) continuing payments of Executive’s Annual Base Salary (payable in accordance with paragraph 4(a)) for the Continuation Period; (ii) continuation of health benefits for Executive and Executive’s qualified beneficiaries for the Continuation Period at a cost which is no greater than is equal to that charged to similarly situated active employees of the Company and their dependents, which continuing health benefits shall be provided only if Executive and Executive’s qualified beneficiaries, as applicable, make a timely and proper election to be covered under COBRACOBRA and provided that such continuation of health benefits shall only be provided to Executive and Executive’s qualified beneficiaries while Executive and Executive’s qualified beneficiaries, as applicable, remain eligible for COBRA coverage; (iii) a lump sum payment equal to the Target Incentive Bonus for the year in which the Termination Date occurs; and (iv) the additional vesting, as of the Termination Date, of any and all stock options, shares of restricted stock, restricted stock units units, stock appreciation rights and other unvested incentive awards then held by Executive as if Executive had completed one additional year of service as of the Termination Date. All lump sum payments required under this paragraph 5(d) shall be made within 15 days after the Termination Date. Notice by the Company that the term of this Agreement will not be renewed, and any subsequent termination of Executive’s employment at the end of the Employment Period, will not result in Executive being eligible for any payments or benefits contemplated by this paragraph 5(d). If Executive is entitled to payments and benefits pursuant to Exhibit A, he shall not also be entitled to payments and benefits under this paragraph 5(d). If Executive’s termination of employment is by Executive under clause (B) or (C) of paragraph 5(d), Executive shall be entitled to the payments and benefits described in this paragraph 5(d) only if Executive provides the Company notice of the existence of the condition described in such clause (B) or (C), as applicable, within 90 days after the initial occurrence of such condition, the Company fails to cure such condition within 30 days after such notice and Executive terminates his employment with the Company within 180 days after the initial occurrence of such condition. All continuing salary payments required under this Section 5 shall be payable to Executive in accordance with the normal payroll practices of the Company except as otherwise provided herein. Payments to be made and benefits to be provided to Executive pursuant to clauses (i), (ii) and (iii) of paragraph 5(d) shall be made or shall commence on the 70th day after Executive’s Termination Date provided that, as of the 60th day after Executive’s Termination Date, Executive has executed a general release of claims against the Company and its affiliates in the form set forth in Exhibit C to this Agreement (the “Release”) and the time period during which Executive can revoke the Release has expired. The vesting and, if applicable, exercisability of awards under clause (iv) of paragraph 5(d) shall be effective as of the date Executive has executed the Release and the time period during which Executive can revoke the Release has expired. The Company shall pay Executive “make-up” payments in an amount equal to the amounts which would have otherwise been paid to Executive under paragraphs 5(d)(i) and (ii) had such payments commenced as of Executive’s Termination Date rather than on the 70th day after Executive’s Termination. Such “make-up” payments shall be made within 10 days of the 70th day of Executive’s Termination Date. If Executive has not executed the Release and the time period during which Executive can revoke the Release has not expired by the 60th day following the Termination Date, Executive shall forfeit all payments under paragraph 5(d). Notwithstanding the preceding sentence, if the requirements relating to the Release (the “Release Requirements”) are not satisfied due to a bona fide dispute between the Company and Executive as to the payments and benefits to which the Release Requirements relate (the “Subject Payments”) and Executive and the Company enter into a settlement agreement relating to the Subject Payments, then Executive shall be entitled to the Subject Payments (or the applicable portion thereof) in accordance with this paragraph 5(d) as though his Termination Date occurred on the earliest of (A) the date on which the Company and Executive enter into a legally binding settlement of the dispute, (B) the Company concedes that the Subject Payments are due, or (C) the Company is required to make the Subject Payments pursuant to a final and nonappealable judgment or other binding decision or, if later, the date on which the Subject Payments would have otherwise been made under this paragraph 5(d) (the applicable date being referred to as the “Disputed Payment Date”); provided, however, that Executive shall only be entitled to the Subject Payments pursuant to the foregoing provisions of this sentence if Executive makes prompt and reasonable good faith efforts to challenge the Company’s determination with respect to the Subject Payments and he shall not be considered to have made such prompt and reasonable good faith efforts unless he provides written notice to the Company within 60 days after his Termination Date and unless he takes further action to contest the Company’s determination within 180 days after his Termination Date. If Executive is entitled to payments and benefits pursuant to the preceding sentence, in no event shall such payments and benefits be made later than the end of Executive’s taxable year in which the Disputed Payment Date occurs.

Certain Terminations by the Company or Executive. If Executive’s 's Termination Date occurs during the Employment Period and is a result of Executive’s 's termination of employment (Ai) by the Company for any reason other than Cause (and is not on account of Executive’s 's death, Disability, or voluntary resignation, the mutual agreement of the parties or pursuant to paragraph 5(e)), (Bii) by Executive following the Company’s 's breach of this Agreement in any material respect and failure to cure the breach within 30 days after notice thereof from Executive, or (Ciii) by Executive within 60 days after Executive’s 's principal place of employment with the Company is relocated outside of the greater Chicago metropolitan area, then, except as described in paragraph 5(a) or as agreed in writing between Executive and the Company, Executive shall be entitled to the following payments and benefits: (i) continuing payments of Executive’s 's Annual Base Salary (payable in accordance with paragraph 4(a)) for the Continuation Period; (ii) continuation of health benefits for Executive and Executive’s 's qualified beneficiaries for the Continuation Period at a cost which is no greater than is charged to active employees of the Company and their dependents, which continuing health benefits shall be provided only if Executive and Executive’s 's qualified beneficiaries, as applicable, make a timely and proper election to be covered under COBRA; (iii) a lump sum payment equal to the Target Incentive Bonus for the year in which the Termination Date occurs; and (iv) the additional vesting, as of the Termination Date, of any and all stock options, shares of restricted stock, restricted stock units and other unvested incentive awards then held by Executive as if the Executive had completed one additional year of service as of the Termination Date. All lump sum payments required under this paragraph 5(d) shall be made within 15 days after the Termination Date. Notice by the Company that the term of this Agreement will not be renewed, and any subsequent termination of Executive’s 's employment at the end of the Employment Period, will not result in Executive being eligible for any payments or benefits contemplated by this paragraph 5(d). If Executive is entitled to payments and benefits pursuant to Exhibit A, he she shall not also be entitled to payments and benefits under this paragraph 5(d).

Certain Terminations by the Company or Executive. If Executive’s Termination Date occurs during the Employment Period and is a result of Executive’s termination of employment (A) by the Company for any reason other than Cause (and is not on account of Executive’s death, Disability, or voluntary resignation, or the mutual agreement of the parties or otherwise as pursuant to paragraph 5(e)), (B) by Executive following the Company’s breach of this Agreement in any material respect and failure to cure the breach within 30 days after notice thereof from Executiverespect, or (C) by Executive within 60 days after Executive’s principal place of employment with the Company is relocated outside of the greater Chicago metropolitan area, which, the parties acknowledge, constitutes a material adverse change in geographic location under section 409A of the Code, then, except as described in paragraph 5(a) or as agreed in writing between Executive and the Company, Executive shall be entitled to the following payments and benefits: (i) continuing payments of Executive’s Annual Base Salary (payable in accordance with paragraph 4(a)) for the Continuation Period; (ii) continuation of health benefits for Executive and Executive’s qualified beneficiaries for the Continuation Period at a cost which is no greater than is equal to that charged to similarly situated active employees of the Company and their dependents, which continuing health benefits shall be provided only if Executive and Executive’s qualified beneficiaries, as applicable, make a timely and proper election to be covered under COBRACOBRA and provided that such continuation of health benefits shall only be provided to Executive and Executive’s qualified beneficiaries while Executive and Executive’s qualified beneficiaries, as applicable, remain eligible for COBRA coverage; (iii) a lump sum payment equal to the Target Incentive Bonus for the year in which the Termination Date occurs; and (iv) the additional vesting, as of the Termination Date, of any and all stock options, shares of restricted stock, restricted stock units units, stock appreciation rights and other unvested incentive awards then held by Executive as if Executive had completed one additional year of service as of the Termination Date. All lump sum payments required under this paragraph 5(d) shall be made within 15 days after the Termination Date. Notice by the Company that the term of this Agreement will not be renewed, and any subsequent termination of Executive’s employment at the end of the Employment Period, will not result in Executive being eligible for any payments or benefits contemplated by this paragraph 5(d). If Executive is entitled to payments and benefits pursuant to Exhibit A, he shall not also be entitled to payments and benefits under this paragraph 5(d). If Executive’s termination of employment is by Executive under clause (B) or (C) of paragraph 5(d), Executive shall be entitled to the payments and benefits described in this paragraph 5(d) only if Executive provides the Company notice of the existence of the condition described in such clause (B) or (C), as applicable, within 90 days after the initial occurrence of such condition, the Company fails to cure such condition within 30 days after such notice and Executive terminates his employment with the Company within 180 days after the initial occurrence of such condition. All continuing salary payments required under this Section 5 shall be payable to Executive in accordance with the normal payroll practices of the Company except as otherwise provided herein. Payments to be made and benefits to be provided to Executive pursuant to clauses (i), (ii) and (iii) of paragraph 5(d) shall be made or shall commence on the 70th day after Executive’s Termination Date provided that, as of the 60th day after Executive’s Termination Date, Executive has executed a general release of claims against the Company and its affiliates in the form set forth in Exhibit C to this Agreement (the “Release”) and the time period during which Executive can revoke the Release has expired. The vesting and, if applicable, exercisability of awards under clause (iv) of paragraph 5(d) shall be effective as of the date Executive has executed the Release and the time period during which Executive can revoke the Release has expired. The Company shall pay Executive “make-up” payments in an amount equal to the amounts which would have otherwise been paid to Executive under paragraphs 5(d)(i) and (ii) had such payments commenced as of Executive’s Termination Date rather than on the 70th day after Executive’s Termination. Such “make-up” payments shall be made within 10 days of the 70th day of Executive’s Termination Date. If Executive has not executed the Release and the time period during which Executive can revoke the Release has not expired by the 60th day following the Termination Date, Executive shall forfeit all payments under paragraph 5(d). Notwithstanding the preceding sentence, if the requirements relating to the Release (the “Release Requirements”) are not satisfied due to a bona fide dispute between the Company and Executive as to the payments and benefits to which the Release Requirements relate (the “Subject Payments”) and Executive and the Company enter into a settlement agreement relating to the Subject Payments, then Executive shall be entitled to the Subject Payments (or the applicable portion thereof) in accordance with this paragraph 5(d) as though his Termination Date occurred on the earliest of (A) the date on which the Company and Executive enter into a legally binding settlement of the dispute, (B) the Company concedes that the Subject Payments are due, or (C) the Company is required to make the Subject Payments pursuant to a final and nonappealable judgment or other binding decision or, if later, the date on which the Subject Payments would have otherwise been made under this paragraph 5(d) (the applicable date being referred to as the “Disputed Payment Date”); provided, however, that Executive shall only be entitled to the Subject Payments pursuant to the foregoing provisions of this sentence if Executive makes prompt and reasonable good faith efforts to challenge the Company’s determination with respect to the Subject Payments and he shall not be considered to have made such prompt and reasonable good faith efforts unless he provides written notice to the Company within 60 days after his Termination Date and unless he takes further action to contest the Company’s determination within 180 days after his Termination Date. If Executive is entitled to payments and benefits pursuant to the preceding sentence, in no event shall such payments and benefits be made later than the end of Executive’s taxable year in which the Disputed Payment Date occurs.

Certain Terminations by the Company or Executive. If Executive’s 's ------------------------------------------------ Termination Date occurs during the Employment Period and is a result of Executive’s 's termination of employment (A) by the Company for any reason other than Cause (and is not on account of Executive’s 's death, Disability, or voluntary resignation, the mutual agreement of the parties or pursuant to paragraph 5(e4(e)), (B) by Executive following the Company’s 's breach of this Agreement in any material respect and failure to cure the breach within 30 days after notice thereof from Executive, or (C) by Executive within 60 days after Executive’s the Company relocates the principal place of employment with the Company is relocated outside of the greater Chicago metropolitan areabusiness for its accounting functions more than 50 miles from Geneseo, Illinois, then, except as described in paragraph 5(a4(a) or as agreed in writing between Executive and the Company, Executive shall be entitled to the following payments and benefits: : (i) continuing payments of Executive’s 's Annual Base Salary (payable in accordance with paragraph 4(a3(a)) for the Continuation Period; ), (ii) continuation of health benefits for Executive and Executive’s qualified beneficiaries for the Continuation Period 's dependents at a cost which is no greater than is charged to active employees of the Company and their dependents, which continuing health benefits shall be in addition to, and not part of, any health benefits required to be provided only if to Executive and Executive’s qualified beneficiaries, as applicable, make a timely and proper election to be covered 's dependents under COBRA; Section 4980B of the Code; (iii) a lump sum payment equal to the Target Incentive Bonus for the year in which the Termination Date occurs; and Bonus, and (iv) continued vesting of any unvested stock options, provided that the additional vestingpayments and benefits contemplated by the immediately preceding items (i), as (ii) and (iv) shall commence on Executive's Termination Date and end on the earlier of (I) the first anniversary of Executive's Termination Date, or (II) the date on which Executive violates the provisions of any and all stock options, shares paragraphs 5 or 6 of restricted stock, restricted stock units and other unvested incentive awards then held by Executive as if Executive had completed one additional year of service as of the Termination Date. All lump sum payments required under this paragraph 5(d) shall be made within 15 days after the Termination DateAgreement. Notice by the Company that the term of this Agreement will not be renewed, and any subsequent termination of Executive’s employment at the end of the Employment Period, renewed will not result in Executive being eligible for any payments or benefits contemplated by this paragraph 5(d). If Executive is entitled to payments and benefits pursuant to Exhibit A, he shall not also be entitled to payments and benefits under this paragraph 5(d4(d).

Certain Terminations by the Company or Executive. If Executive’s Termination Date occurs during the Employment Period and is a result of Executive’s termination of employment (A) by the Company for any reason other than Cause (and is not on account of Executive’s death, Disability, or voluntary resignation, or the mutual agreement of the parties or otherwise as pursuant to paragraph 5(e)), (B) by Executive following the Company’s breach of this Agreement in any material respect and failure to cure the breach within 30 days after notice thereof from Executiverespect, or (C) by Executive within 60 days after Executive’s principal place of employment with the Company is relocated outside of the greater Chicago metropolitan area, which, the parties acknowledge, constitutes a material adverse change in geographic location then, except as described in paragraph 5(a) or as agreed in writing between Executive and the Company, Executive shall be entitled to the following payments and benefits: (i) continuing payments of Executive’s Annual Base Salary (payable in accordance with paragraph 4(a)) for the Continuation Period; (ii) continuation of health benefits for Executive and Executive’s qualified beneficiaries for the Continuation Period at a cost which is no greater than is equal to that charged to similarly-situated active employees of the Company and their dependents, which continuing health benefits shall be provided only if Executive and Executive’s qualified beneficiaries, as applicable, make a timely and proper election to be covered under COBRACOBRA and provided that such continuation of health benefits shall only be provided to Executive and Executive’s qualified beneficiaries while Executive and Executive’s qualified beneficiaries, as applicable, remain eligible for COBRA coverage; (iii) a lump sum payment equal to the Target Incentive Bonus for the year in which the Termination Date occurs; and (iv) the additional vesting, as of the Termination Date, of any and all stock options, shares of restricted stock, restricted stock units units, stock appreciation rights and other unvested incentive awards then held by Executive as if Executive had completed one additional year of service as of the Termination Date. All lump sum payments required under this paragraph 5(d) shall be made within 15 days after the Termination Date. Notice by the Company that the term of this Agreement will not be renewed, and any subsequent termination of Executive’s employment at the end of the Employment Period, will not result in Executive being eligible for any payments or benefits contemplated by this paragraph 5(d). If Executive is entitled to payments and benefits pursuant to Exhibit A, he shall not also be entitled to payments and benefits under this paragraph 5(d). If Executive’s termination of employment is by Executive under clause (B) or (C) of paragraph 5(d), Executive shall be entitled to the payments and benefits described in this paragraph 5(d) only if Executive provides the Company notice of the existence of the condition described in such clause (B) or (C), as applicable, within 90 days after the initial occurrence of such condition, the Company fails to cure such condition within 30 days after such notice and Executive terminates his employment with the Company within 180 days after the initial occurrence of such condition. All continuing salary payments required under this Section 5 shall be payable to Executive in accordance with the normal payroll practices of the Company except as otherwise provided herein. Payments to be made and benefits to be provided to Executive pursuant to clauses (i), (ii) and (iii) of paragraph 5(d) shall be made or shall commence on the 70th day after Executive’s Termination Date provided that, as of the 60th day after Executive’s Termination Date, Executive has executed a general release of claims against the Company and its affiliates in the form set forth in Exhibit C to this Agreement (the “Release”) and the time period during which Executive can revoke the Release has expired. The vesting and, if applicable, exercisability of awards under clause (iv) of paragraph 5(d) shall be effective as of the date Executive has executed the Release and the time period during which Executive can revoke the Release has expired. The Company shall pay Executive “make-up” payments in an amount equal to the amounts which would have otherwise been paid to Executive under paragraphs 5(d)(i) and (ii) had such payments commenced as of Executive’s Termination Date rather than on the 70th day after Executive’s Termination. Such “make-up” payments shall be made within 10 days of the 70th day of Executive’s Termination Date. If Executive has not executed the Release and the time period during which Executive can revoke the Release has not expired by the 60th day following the Termination Date, Executive shall forfeit all payments under paragraph 5(d). Notwithstanding the preceding sentence, if the requirements relating to the Release (the “Release Requirements”) are not satisfied due to a bona fide dispute between the Company and Executive as to the payments and benefits to which the Release Requirements relate (the “Subject Payments”) and Executive and the Company enter into a settlement agreement relating to the Subject Payments, then Executive shall be entitled to the Subject Payments (or the applicable portion thereof) in accordance with this paragraph 5(d) as though his Termination Date occurred on the earliest of (A) the date on which the Company and Executive enter into a legally binding settlement of the dispute, (B) the Company concedes that the Subject Payments are due, or (C) the Company is required to make the Subject Payments pursuant to a final and nonappealable judgment or other binding decision or, if later, the date on which the Subject Payments would have otherwise been made under this paragraph 5(d) (the applicable date being referred to as the “Disputed Payment Date”); provided, however, that Executive shall only be entitled to the Subject Payments pursuant to the foregoing provisions of this sentence if Executive makes prompt and reasonable good faith efforts to challenge the Company’s determination with respect to the Subject Payments and he shall not be considered to have made such prompt and reasonable good faith efforts unless he provides written notice to the Company within 60 days after his Termination Date and unless he takes further action to contest the Company’s determination within 180 days after his Termination Date. If Executive is entitled to payments and benefits pursuant to the preceding sentence, in no event shall such payments and benefits be made later than the end of Executive’s taxable year in which the Disputed Payment Date occurs.

Certain Terminations by the Company or Executive. If Executive’s 's ------------------------------------------------ Termination Date occurs during the Employment Period and is a result of Executive’s 's termination of employment (A) by the Company for any reason other than Cause (and is not on account of Executive’s 's death, Disability, or voluntary resignation, the mutual agreement of the parties or pursuant to paragraph 5(e4(e)), (B) by Executive following the Company’s 's breach of this Agreement in any material respect and failure to cure the breach within 30 days after notice thereof from Executive, or (C) by Executive within 60 days after Executive’s the Company relocates its principal place of employment with the Company is relocated business outside of the greater Chicago metropolitan area, then, except as described in paragraph 5(a4(a) or as agreed in writing between Executive and the Company, Executive shall be entitled to the following payments and benefits: : (i) continuing payments of Executive’s 's Annual Base Salary (payable in accordance with paragraph 4(a3(a)) for the Continuation Period; ), (ii) continuation of health benefits for Executive and Executive’s qualified beneficiaries for the Continuation Period 's dependents at a cost which is no greater than is charged to active employees of the Company and their dependents, which continuing health benefits shall be in addition to, and not part of, any health benefits required to be provided only if to Executive and Executive’s qualified beneficiaries, as applicable, make a timely and proper election to be covered 's dependents under COBRA; Section 4980B of the Code; (iii) a lump sum payment equal to the Target Incentive Bonus for the year in which the Termination Date occurs; and Bonus, and (iv) continued vesting of any unvested stock options, provided that the additional vestingpayments and benefits contemplated by the immediately preceding items (i), as (ii) and (iv) shall commence on Executive's Termination Date and end on the earlier of (I) the first anniversary of Executive's Termination Date, or (II) the date on which Executive violates the provisions of any and all stock options, shares paragraphs 5 or 6 of restricted stock, restricted stock units and other unvested incentive awards then held by Executive as if Executive had completed one additional year of service as of the Termination Date. All lump sum payments required under this paragraph 5(d) shall be made within 15 days after the Termination DateAgreement. Notice by the Company that the term of this Agreement will not be renewed, and any subsequent termination of Executive’s employment at the end of the Employment Period, renewed will not result in Executive being eligible for any payments or benefits contemplated by this paragraph 5(d). If Executive is entitled to payments and benefits pursuant to Exhibit A, he shall not also be entitled to payments and benefits under this paragraph 5(d4(d).

Certain Terminations by the Company or Executive. If Executive’s Termination Date occurs during the Employment Period and is a result of Executive’s termination of employment (Ai) by the Company for any reason other than Cause (and is not on account of Executive’s death, Disability, or voluntary resignation, the mutual agreement of the parties or pursuant to paragraph 5(e)), (Bii) by Executive following the Company’s breach of this Agreement in any material respect and failure to cure the breach within 30 days after notice thereof from Executive, or (Ciii) by Executive within 60 days after Executive’s principal place of employment with the Company is relocated outside of the greater Chicago metropolitan area, then, except as described in paragraph 5(a) or as agreed in writing between Executive and the Company, Executive shall be entitled to the following payments and benefits: (i) continuing payments of Executive’s Annual Base Salary (payable in accordance with paragraph 4(a)) for the Continuation Period; (ii) continuation of health benefits for Executive and Executive’s qualified beneficiaries for the Continuation Period at a cost which is no greater than is charged to active employees of the Company and their dependents, which continuing health benefits shall be provided only if Executive and Executive’s qualified beneficiaries, as applicable, make a timely and proper election to be covered under COBRA; (iii) a lump sum payment equal to the Target Incentive Bonus for the year in which the Termination Date occurs; and (iv) the additional vesting, as of the Termination Date, of any and all stock options, shares of restricted stock, restricted stock units and other unvested incentive awards then held by Executive as if the Executive had completed one additional year of service as of the Termination Date. All lump sum payments required under this paragraph 5(d) shall be made within 15 days after the Termination Date. Notice by the Company that the term of this Agreement will not be renewed, and any subsequent termination of Executive’s employment at the end of the Employment Period, will not result in Executive being eligible for any payments or benefits contemplated by this paragraph 5(d). If Executive is entitled to payments and benefits pursuant to Exhibit A, he shall not also be entitled to payments and benefits under this paragraph 5(d).

Certain Terminations by the Company or Executive. If Executive’s Termination Date occurs during the Employment Period and is a result of Executive’s termination of employment (A) by the Company for any reason other than Cause (and is not on account of Executive’s death, Disability, or voluntary resignation, or the mutual agreement of the parties or otherwise as pursuant to paragraph 5(e)), (B) by Executive following the Company’s breach of this Agreement in any material respect and failure to cure the breach within 30 days after notice thereof from Executiverespect, or (C) by Executive within 60 days after Executive’s principal place of employment with the Company is relocated outside of the greater Chicago metropolitan area, which the parties acknowledge constitutes a material adverse change in geographic location under section 409A of the Code, then, except as described in paragraph 5(a) or as agreed in writing between Executive and the Company, Executive shall be entitled to the following payments and benefits: (i) continuing payments of Executive’s Annual Base Salary (payable in accordance with paragraph 4(a)) for the Continuation Period; (ii) continuation of health benefits for Executive and Executive’s qualified beneficiaries for the Continuation Period at a cost which is no greater than is equal to that charged to similarly situated active employees of the Company and their dependents, which continuing health benefits shall be provided only if Executive and Executive’s qualified beneficiaries, as applicable, make a timely and proper election to be covered under COBRACOBRA and provided that such continuation of health benefits shall only be provided to Executive and Executive’s qualified beneficiaries while Executive and Executive’s qualified beneficiaries, as applicable, remain eligible for COBRA coverage; (iii) a lump sum payment equal to the Target Incentive Bonus for the year in which the Termination Date occurs; and (iv) the additional vesting, as of the Termination Date, of any and all stock options, shares of restricted stock, restricted stock units units, stock appreciation rights and other unvested incentive awards then held by Executive as if Executive had completed one additional year of service as of the Termination Date. All lump sum payments required under this paragraph 5(d) shall be made within 15 days after the Termination Date. Notice by the Company that the term of this Agreement will not be renewed, and any subsequent termination of Executive’s employment at the end of the Employment Period, will not result in Executive being eligible for any payments or benefits contemplated by this paragraph 5(d). If Executive is entitled to payments and benefits pursuant to Exhibit A, he shall not also be entitled to payments and benefits under this paragraph 5(d). If Executive’s termination of employment is by Executive under clause (B) or (C) of paragraph 5(d), Executive shall be entitled to the payments and benefits described in this paragraph 5(d) only if Executive provides the Company notice of the existence of the condition described in such clause (B) or (C), as applicable, within 90 days after the initial occurrence of such condition, the Company fails to cure such condition within 30 days after such notice and Executive terminates his employment with the Company within 180 days after the initial occurrence of such condition. All continuing salary payments required under this Section 5 shall be payable to Executive in accordance with the normal payroll practices of the Company except as otherwise provided herein. Payments to be made and benefits to be provided to Executive pursuant to clauses (i), (ii) and (iii) of paragraph 5(d) shall be made or shall commence on the 70th day after Executive’s Termination Date provided that, as of the 60th day after Executive’s Termination Date, Executive has executed a general release of claims against the Company and its affiliates in the form set forth in Exhibit C to this Agreement (the “Release”) and the time period during which Executive can revoke the Release has expired. The vesting and, if applicable, exercisability of awards under clause (iv) of paragraph 5(d) shall be effective as of the date Executive has executed the Release and the time period during which Executive can revoke the Release has expired. The Company shall pay Executive “make-up” payments in an amount equal to the amounts which would have otherwise been paid to Executive under paragraphs 5(d)(i) and (ii) had such payments commenced as of Executive’s Termination Date rather than on the 70th day after Executive’s Termination. Such “make-up” payments shall be made within 10 days of the 70th day of Executive’s Termination Date. If Executive has not executed the Release and the time period during which Executive can revoke the Release has not expired by the 60th day following the Termination Date, Executive shall forfeit all payments under paragraph 5(d). Notwithstanding the preceding sentence, if the requirements relating to the Release (the “Release Requirements”) are not satisfied due to a bona fide dispute between the Company and Executive as to the payments and benefits to which the Release Requirements relate (the “Subject Payments”) and Executive and the Company enter into a settlement agreement relating to the Subject Payments, then Executive shall be entitled to the Subject Payments (or the applicable portion thereof) in accordance with this paragraph 5(d) as though his Termination Date occurred on the earliest of (A) the date on which the Company and Executive enter into a legally binding settlement of the dispute, (B) the Company concedes that the Subject Payments are due, or (C) the Company is required to make the Subject Payments pursuant to a final and nonappealable judgment or other binding decision or, if later, the date on which the Subject Payments would have otherwise been made under this paragraph 5(d) (the applicable date being referred to as the “Disputed Payment Date”); provided, however, that Executive shall only be entitled to the Subject Payments pursuant to the foregoing provisions of this sentence if Executive makes prompt and reasonable good faith efforts to challenge the Company’s determination with respect to the Subject Payments and he shall not be considered to have made such prompt and reasonable good faith efforts unless he provides written notice to the Company within 60 days after his Termination Date and unless he takes further action to contest the Company’s determination within 180 days after his Termination Date. If Executive is entitled to payments and benefits pursuant to the preceding sentence, in no event shall such payments and benefits be made later than the end of Executive’s taxable year in which the Disputed Payment Date occurs.

Certain Terminations by the Company or Executive. If Executive’s Termination Date occurs during the Employment Period and is a result of Executive’s termination of employment (Ai) by the Company for any reason other than Cause (and is not on account of Executive’s death, Disability, or voluntary resignation, the mutual agreement of the parties or pursuant to paragraph Section 5(e)), (Bii) by Executive following the Company’s breach of this Agreement in any material respect and failure to cure the breach within 30 days after notice thereof from Executive, or (Ciii) by Executive within 60 days after Executive’s principal place of employment with the Company is relocated outside of the greater Chicago metropolitan areaarea or (iv) by Executive following a material diminution or reduction in Executive’s office or responsibilities, then, except as described in paragraph Section 5(a) or as agreed in writing between Executive and the Company, Executive shall be entitled to the following payments and benefits: (i) i. continuing payments of Executive’s Annual Base Salary (payable in accordance with paragraph Section 4(a)) for the Continuation Period; (ii) . continuation of health benefits for Executive and Executive’s qualified beneficiaries for the Continuation Period at a cost which is no greater than is charged to active employees of the Company and their dependents, which continuing health benefits shall be provided only if Executive and Executive’s qualified beneficiaries, as applicable, make a timely and proper election to be covered under COBRA; (iii) . a lump sum payment equal to the Target Incentive Bonus for the year in which the Termination Date occurs; and (iv) . the additional vesting, as of the Termination Date, of any and all stock options, shares of restricted stock, restricted stock units and other unvested incentive awards then held by Executive as if the Executive had completed one additional year of service as of the Termination Date. All lump sum payments required under this paragraph Section 5(d) shall be made within 15 days after the Termination Date. Notice by the Company that the term of this Agreement will not be renewed, and any subsequent termination of Executive’s employment at the end of the Employment Period, will not result in Executive being eligible for any payments or benefits contemplated by this paragraph Section 5(d). If Executive is entitled to payments and benefits pursuant to Exhibit A, he shall not also be entitled to payments and benefits under this paragraph Section 5(d).