Common use of Consequences of Termination of Employment Clause in Contracts

Consequences of Termination of Employment. If Executive’s employment is terminated (a) by reason of Executive’s death, (b) by reason of Executive’s Disability, (c) by Executive for any reason other than Good Reason, or (d) by the Company for Cause, the Employment Term shall terminate without further obligations to Executive, or in the case of the Executive’s death to Executive’s legal representatives, under this Agreement except for: (i) any Base Salary earned, but unpaid; and, (ii) any unreimbursed business expenses payable pursuant to Section 5 hereof and any accrued but unused personal time off benefits (collectively “Accrued Amounts”), which amounts shall be promptly paid in a lump sum to Executive, or in the case of Executive’s death to Executive’s estate. If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, or if Company ever elects not to renew this Agreement pursuant to Section 1 above, this Agreement, except for Sections 9 through 11, shall terminate without further obligations to or by the Executive, except for Accrued Amounts, plus the Company shall continue to pay the Executive his Base Salary, any applicable prorated Annual Performance Bonus and reimbursement for continuation of healthcare benefits for twelve (12) months following the date of termination. When Executive terminates his employment for any reason, the Company may elect to waive notice from Executive and designate the Executive’s last day of employment, provided the Company provides the Executive all applicable compensation and benefits through the Executive’s notice period. Executive’s rights under any equity grants shall be determined in accordance with the Company’s Restricted Stock Purchase Agreement or agreements governing the grant of options under Company’s 2011 Stock Option Plan, as amended and as the same may be modified in accordance with the terms of the Option Grant Agreement attached as Exhibit D.

Consequences of Termination of Employment. If Executive’s employment is terminated (a) by reason of Executive’s death, (b) by reason of Executive’s Disability, (c) by Executive for any reason other than Good Reason, or (d) by the Company for Cause, the Employment Term shall terminate without further obligations to Executive, or in the case of the Executive’s death to Executive’s legal representatives, under this Agreement except for: (i) any Base Salary earned, but unpaid; and, (ii) any unreimbursed business expenses payable pursuant to Section 5 hereof and any accrued but unused personal time off benefits (collectively “Accrued Amounts”), which amounts shall be promptly paid in a lump sum to Executive, or in the case of Executive’s death to Executive’s estate. If Executive’s employment is terminated Termination by the Company without Cause or by the Executive for Good Reason, . Executive shall be entitled to and shall receive the severance benefits described in this paragraph 4.b(i) if Executive’s employment is terminated without Cause (under paragraph 4.a(iii) hereof) or if Company ever elects not to renew this Agreement pursuant to Section 1 above, this Agreement, except for Sections 9 through 11, shall terminate without further obligations to or by the Executive, except for Accrued Amounts, plus the Company shall continue to pay the Executive his Base Salary, any applicable prorated Annual Performance Bonus and reimbursement for continuation of healthcare benefits for twelve (12) months following the date of termination. When Executive terminates his employment for any reasonGood Reason (under paragraph 4.a(v) hereof) in the amount of $2,000,000, which shall be reduced to $1,000,000 in the event that the “OpCo Debtors” do not exit bankruptcy by October 31, 2009 (the “Severance Benefit”); provided that if such Severance Benefit becomes due before the Plan Effective Date, the Company shall be obligated to pay the maximum amount that may elect to waive notice from Executive and designate be provided at such time in accordance with section 503(c)(2) of the Bankruptcy Code (as conclusively determined by the Bankruptcy Court for the District of Delaware), which shall be paid over the one-year period commencing on Executive’s last day termination of employment, provided the Company provides the Executive all applicable compensation and benefits through the Executive’s notice period. Executive’s rights under any equity grants shall be determined employment in ratable installments in accordance with the Company’s Restricted Stock Purchase Agreement payroll practices in effect on Executive’s date of termination or agreements governing as agreed between the grant Company and Executive, subject to paragraph 4.b(v) and paragraph 18.c hereof and to the extent permitted by Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Section 409A”); provided, however, that if Executive has been paid the Success Fee and if Executive is terminated without Cause (under paragraph 4.a(iii) hereof) or Executive terminates his employment for Good Reason (under paragraph 4.a(v) hereof) within twelve months after the Plan Effective Date, the amount of options under the Severance Benefit shall be reduced by the amount of the Success Fee paid to Executive. In addition and in any event, for a period of one year following the date of such termination of Executive’s employment from the Company described in this paragraph 4.b(i), the Company shall at its sole cost and expense (but disregarding any individual tax liability of Executive), and at the election of COBRA by Executive, provide Executive (and his spouse and eligible dependents) with group health benefits substantially similar to those benefits that Executive (and his spouse and eligible dependents) were receiving immediately before his termination (which may at the Company’s 2011 Stock Option Plan, as amended and as the same may election be modified in accordance with the terms pursuant to reimbursement of the Option Grant Agreement attached applicable COBRA premium). Such coverage shall be provided to Executive as Exhibit D.COBRA benefits and shall terminate prior to the end of the one-year period if Executive, his spouse or eligible dependents are no longer eligible for COBRA coverage. To the extent possible, the benefits under this paragraph 4.b(i) shall be made in a manner that is tax efficient for the Executive so long as there is no adverse tax consequences to the Company. If Executive receives the benefits set forth in this paragraph 4.b(i), Executive shall not be eligible for severance benefits from any other plan, program, or policy of the Company then in effect.

Consequences of Termination of Employment. If Executive’s employment is terminated (a) by reason of Executive’s death, (b) by reason of Executive’s Disability, (c) by Executive for any reason other than Good Reason, or (d) by the Company for Cause, the Employment Term shall terminate without further obligations to Executive, or in the case of the Executive’s death to Executive’s legal representatives, under this Agreement except for: (i) any Base Salary earned, but unpaid; and, (ii) any unreimbursed business expenses payable pursuant to Section 5 hereof and any accrued but unused personal time off benefits (collectively “Accrued Amounts”), which amounts shall be promptly paid in a lump sum to Executive, or in the case of Executive’s death to Executive’s estate. If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, or if Company ever elects not to renew this Agreement pursuant to Section 1 above, this Agreement, except for Sections 9 through 11, shall terminate without further obligations to or by the Executive, except for Accrued Amounts, plus the Company shall continue to pay the Executive his her Base Salary, any applicable prorated Annual Performance Bonus and reimbursement for continuation of healthcare benefits for twelve (12) months following the date of termination. When Executive terminates his her employment for any reason, the Company may elect to waive notice from Executive and designate the Executive’s last day of employment, provided the Company provides the Executive all applicable compensation and benefits through the Executive’s notice period. Executive’s rights under any equity grants shall be determined in accordance with the Company’s Restricted Stock Purchase Agreement or agreements governing the grant of options under Company’s 2011 Stock Option Plan, as amended and as the same may be modified in accordance with the terms of the Option Grant Agreement attached as Exhibit D.