Common use of Company Termination of Employment Clause in Contracts

Company Termination of Employment. The provisions of Section 1 to the contrary notwithstanding, if within two years following a Change of Control the Company terminates the Executive’s employment other than for any of Cause, death or Disability, then the Company shall have no further obligation to the Executive after the Date of Termination other than: (i) The Company shall pay to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts: A. Executive’s Accrued Obligations; B. an amount equal to the product of: (x) the target Annual Bonus percentage set forth at Section 3(b), multiplied by (y) Executive’s Annual Base Salary, multiplied by (z) a fraction the numerator of which is the number of days in the calendar year in which the Date of Termination occurs through the Date of Termination and the denominator of which is 365; and C. an amount equal to the product of: (x) two (2) multiplied by (y) the sum of (i) Executive’s Annual Base Salary plus (ii) Executive’s target Annual Bonus percentage set forth at Section 3(b) multiplied by Executive’s Annual Base Salary. (ii) For the eighteen (18) months following the Date of Termination: (A) the Executive shall continue to participate in such health, dental and vision plans in which he is enrolled as if he were still employed by the Company, said period of participation to run concurrently with any period of COBRA coverage to which Executive may be entitled, and (B) the Company shall reimburse the Executive for his life insurance and long-term disability insurance premiums provided that the Executive is eligible and timely exercises any such right to convert and personally assume such insurance contracts and otherwise maintains such contracts in force; provided, such health, dental and vision benefits shall be reduced by any similar benefits, on a benefit-by-benefit and coverage-by-coverage basis, provided by a subsequent employer. (iii) To the extent not then paid or provided, the Company shall timely pay or provide to the Executive his Other Benefits and Executive’s rights to indemnification pursuant to Section 8 shall survive a termination of his employment. (iv) The Executive shall be entitled to voluntarily terminate his employment, which shall be treated as an involuntary termination of employment by the Company without Cause, if during such two year period following a Change of Control, without Executive’s written consent, the Company or its successor: (A) changes Executive’s title or substantially changes his duties or functions from those he previously performed under this Agreement, (B) reduces the Executive’s Annual Base Salary or his target Annual Bonus opportunity percentage, or (C) requires the Executive to be based at any office or location more than 35 miles from that provided in Section 2(a)(ii) hereof (other than for reasonable travel required in connection with Executive’s duties).

Company Termination of Employment. The provisions of Section 1 to the contrary notwithstanding, if within two years following a Change of Control the Company terminates the Executive’s employment other than for any of Cause, death or Disability, then the Company shall have no further obligation to the Executive after the Date of Termination other than: (i) The Company shall pay to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts: A. Executive’s Accrued Obligations; B. an amount equal to the product of: (x) the target Annual Bonus percentage set forth at Section 3(b), multiplied by (y) Executive’s Annual Base Salary, multiplied by (z) a fraction the numerator of which is the number of days in the calendar year in which the Date of Termination occurs through the Date of Termination and the denominator of which is 365; and C. an amount equal to the product of: (x) two (2) multiplied by (y) the sum of (i) Executive’s Annual Base Salary plus (ii) Executive’s target Annual Bonus percentage set forth at Section 3(b) multiplied by Executive’s Annual Base Salary. (ii) For the eighteen (18) months following the Date of Termination: (A) the Executive shall continue to participate in such health, dental and vision plans in which he is enrolled as if he were still employed by the Company, said period of participation to run concurrently with any period of COBRA coverage to which Executive may be entitled, and (B) the Company shall reimburse the Executive for his life insurance and long-term disability insurance premiums provided that the Executive is eligible and timely exercises any such right to convert and personally assume such insurance contracts and otherwise maintains such contracts in force; provided, such health, dental and vision benefits shall be reduced by any similar benefits, on a benefit-by-benefit and coverage-by-coverage basis, provided by a subsequent employer. (iii) To the extent not then paid or provided, the Company shall timely pay or provide to the Executive his Other Benefits and Executive’s rights to indemnification pursuant to Section 8 shall survive a termination of his employment. (iv) The Executive shall be entitled to voluntarily terminate his employment, which shall be treated as an involuntary termination of employment by the Company without Cause, if during such two year period following a Change of Control, without Executive’s written consent, the Company or its successor: (A) changes Executive’s title or substantially changes his duties or functions from those he previously performed under this Agreement, (B) reduces the Executive’s Annual Base Salary or his target Annual Bonus opportunity percentage, or (C) requires the Executive to be based at any office or location more than 35 miles from that the Company’s principal office at Chicago, Illinois or other than from the Phoenix, Arizona location provided in Section 2(a)(ii) hereof (other than for reasonable travel required in connection with Executive’s duties).