Common use of Discharge Without Cause or Resignation with Good Reason Clause in Contracts

Discharge Without Cause or Resignation with Good Reason. In the event the Executive’s employment and this Agreement terminate pursuant to Paragraph 8(c) by reason of the termination of the Executive by the Employer other than for Cause or disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a pro-rated bonus for the year during which the Executive’s employment terminated (“Termination Year”), based on the number of days elapsed during the Termination Year through the Date of Termination (“Service Days”). The amount of the pro-rated bonus shall be calculated by multiplying the Executive’s target annual bonus (“Severance Target”) for the completed fiscal year immediately preceding the Termination Year, by a fraction, the numerator of which is the Service Days, and the denominator of which is 365; (iii) Continuation for a period of six (6) months (the “Severance Period”) of his then current annual base salary, payable in substantially equal installments in accordance with the Employer’s regular payroll practices; (iv) Continuation for the Severance Period of the Executive’s right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “cost-sharing” basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination; and 8 (v) Outplacement counseling, the scope and provider of which shall be selected by the Employer for a period beginning on the Date of Termination and ending on the date the Executive is first employed elsewhere or otherwise is providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, provided that in no event shall such outplacement services be provided for a period greater than two (2) years. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one Executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “Extended Severance Period”). The payments to Executive described in subparagraph (iii) above and the reduced COBRA continuation premium described in subparagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date on which the Executive becomes employed or provides compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise. The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility for the payments and benefits provided by this Paragraph 9(b). (c)

Discharge Without Cause or Resignation with Good Reason. In the event the Executive’s 's employment and this Agreement terminate pursuant to Paragraph 8(c7(c) by reason of the termination of the Executive by the Employer other than for Cause or disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a pro-rated bonus for the year during which the Executive’s employment terminated (“Termination Year”)termination occurs, calculated as a pro-rata portion of his then current target annual bonus amount based on the number of days elapsed during the Termination Year year through the Date of Termination (“Service Days”). The amount of the pro-rated bonus shall be calculated by multiplying the Executive’s target annual bonus (“Severance Target”) for the completed fiscal year immediately preceding the Termination Year, by a fraction, the numerator of which is the Service Days, and the denominator of which is 365Termination; (iii) Continuation for a period of six nine (69) months (the “"Severance Period”") of his then current annual base salary, payable in substantially equal installments in accordance with the Employer’s 's regular payroll practices; (iv) Continuation for the Severance Period of the Executive’s 's right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “"cost-sharing” " basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination; and 8 (v) Outplacement counseling, the scope and provider of which shall be selected by the Employer for a period beginning on the Date of Termination and ending on the date the Executive is first employed elsewhere or otherwise is providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, provided that in no event shall such outplacement services be provided for a period greater than two (2) years. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one Executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “"Extended Severance Period”"). The payments to Executive described in subparagraph (iii) above and the reduced COBRA continuation premium described in subparagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date the on which the Executive becomes employed or provides compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise. The Executive shall provide such information as the Employer may reasonably request to determine Executive’s 's continued eligibility for the payments and benefits provided by this Paragraph 9(b8(b). (c).

Discharge Without Cause or Resignation with Good Reason. In the event the Executive’s 's employment and this Agreement terminate pursuant to Paragraph 8(c7(c) by reason of the termination of the Executive by the Employer other than for Cause or disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a pro-rated bonus for the year during which the Executive’s employment terminated (“Termination Year”)termination occurs, calculated as a pro-rata portion of his then current target annual bonus amount based on the number of days elapsed during the Termination Year year through the Date of Termination (“Service Days”). The amount of the pro-rated bonus shall be calculated by multiplying the Executive’s target annual bonus (“Severance Target”) for the completed fiscal year immediately preceding the Termination Year, by a fraction, the numerator of which is the Service Days, and the denominator of which is 365Termination; (iii) Continuation for a period of six twelve (612) months (the “"Severance Period”") of his then current annual base salary, payable in substantially equal installments in accordance with the Employer’s 's regular payroll practices; (iv) Continuation for the Severance Period of the Executive’s 's right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “"cost-sharing” " basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination; and 8 (v) Outplacement counseling, the scope and provider of which shall be selected by the Employer for a period beginning on the Date of Termination and ending on the date the Executive is first employed elsewhere or otherwise is providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, provided that in no event shall such outplacement services be provided for a period greater than two (2) years. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one Executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “"Extended Severance Period”"). The payments to Executive described in subparagraph (iii) above and the reduced COBRA continuation premium described in subparagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date the on which the Executive becomes employed or provides compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise. The Executive shall provide such information as the Employer may reasonably request to determine Executive’s 's continued eligibility for the payments and benefits provided by this Paragraph 9(b8(b). (c).

Discharge Without Cause or Resignation with Good Reason. In the event the Executive’s 's employment and this Agreement terminate pursuant to Paragraph 8(c7(c) by reason of the termination of the Executive by the Employer other than for Cause or disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a pro-rated bonus for the year during which the Executive’s employment terminated (“Termination Year”)termination occurs, calculated as a pro-rata portion of his then current target annual bonus amount based on the number of days elapsed during the Termination Year year through the Date of Termination (“Service Days”). The amount of the pro-rated bonus shall be calculated by multiplying the Executive’s target annual bonus (“Severance Target”) for the completed fiscal year immediately preceding the Termination Year, by a fraction, the numerator of which is the Service Days, and the denominator of which is 365Termination; (iii) Continuation for a period of six (6) months (the “"Severance Period”") of his then current annual base salary, payable in substantially equal installments in accordance with the Employer’s 's regular payroll practices; (iv) Continuation for the Severance Period of the Executive’s 's right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “"cost-sharing” " basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination; and 8 (v) Outplacement counseling, the scope and provider of which shall be selected by the Employer for a period beginning on the Date of Termination and ending on the date the Executive is first employed elsewhere or otherwise is providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, provided that in no event shall such outplacement services be provided for a period greater than two (2) years. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one Executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “"Extended Severance Period”"). The payments to Executive described in subparagraph (iii) above and the reduced COBRA continuation premium described in subparagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date the on which the Executive becomes employed or provides compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise. The Executive shall provide such information as the Employer may reasonably request to determine Executive’s 's continued eligibility for the payments and benefits provided by this Paragraph 9(b8(b). (c).