Common use of Employer’s Good Cause Termination Clause in Contracts

Employer’s Good Cause Termination. We have the right to terminate this Agreement at any time during the Specified Term hereof for Employer’s Good Cause (which term is defined in Section 23). Upon any such termination, we will have no further liability or obligations whatsoever to you under this Agreement except as provided under Sections 10.1.1, 10.1.2, and 10.1.3 below. 10.1.1 In the event Employer’s Good Cause termination is the result of your death during the Specified Term, your beneficiary (as designated by you on our benefit records) will be entitled to receive (x) your salary through your death (to the extent not previously paid) and for a twelve (12) month period following your death, such amount to be paid at regular payroll intervals, (y) any Bonus attributable to our most recently completed fiscal year to the extent not previously paid (determined through application of the Bonus formula with respect to such year on a non-discretionary basis), and (z) an additional amount equal to what your Bonus would have been for the fiscal year in which your death occurs (determined through application of the Bonus formula with respect to such year on a non-discretionary basis), pro rated through the date of your death. Such Bonuses shall be paid to your beneficiary at such time as we pay Bonuses to our other senior executives with respect to such fiscal year (but not later than March 31 following the end of the applicable fiscal year). 10.1.2 In the event Employer’s Good Cause termination is the result of your Disability (which term is defined in Section 23), we will pay you or your beneficiary in the event of your death during the period in which payments are being made (x) your salary through the date of termination (to the extent not previously paid), and for an additional twelve (12) month period following the date of termination, such amount to be paid at regular payroll intervals, net of payments received by you from any short term disability policy which is either self-insured by us or the premiums of which were paid by us (and not charged as compensation to you), (y) any Bonus attributable to our most recently completed fiscal year to the extent not previously paid (determined through application of the Bonus formula with respect to such year on a non-discretionary basis), and (z) an additional amount equal to what your Bonus would have been for the fiscal year in which your termination occurs (determined through application of the Bonus formula with respect to such year on a non-discretionary basis), pro rated through the date of termination. Such Bonuses shall be paid at such time as we pay Bonuses to our other senior executives with respect to the fiscal year in which your termination occurs (but not later than March 31 following the end of the applicable fiscal year). 10.1.3 You or your beneficiary will be entitled to exercise your vested but unexercised stock options, if any, as of the date of termination to acquire Company stock, upon compliance with all of the terms and conditions required to exercise such options and to such stock as has vested pursuant to the Restricted Stock Plan without regard to any deferred vesting provisions arising out of your senior employment status, and, if Employer’s Good Cause termination is the result of your death or disability during the Specified Term, you or your beneficiary (as applicable) shall be entitled to exercise such additional stock options as would have been vested as of the first anniversary of the date of termination, upon compliance with all of the terms and conditions required to exercise such options, and to all of your restricted stock pursuant to the Restricted Stock Plan without regard to any deferred vesting provisions.

Employer’s Good Cause Termination. We have the right to terminate this Agreement at any time during the Specified Term hereof for Employer’s Good Cause (which term is defined in Section 2324). Upon any such termination, we will have no further liability or obligations whatsoever to you under this Agreement except as provided under Sections 10.1.1, 10.1.2, and 10.1.3 below. 10.1.1 In the event Employer’s Good Cause termination is the result of your death during the Specified Term, your beneficiary (as designated by you on our benefit records) will be entitled to receive (x) your salary through your death (to the extent not previously paid) and for a twelve (12) month period following your death, such amount to be paid at regular payroll intervals, (y) any Bonus attributable to our most recently completed fiscal year to the extent not previously paid (determined through application of the Bonus formula with respect to such year on a non-discretionary basis), and (z) an additional amount equal to what your Bonus would have been for the fiscal year in which your death occurs (determined through application of the Bonus formula with respect to such year on a non-discretionary basis), pro rated through the date of your death. Such Bonuses shall be paid to your beneficiary at such time as we pay Bonuses to our other senior executives with respect to such fiscal year (but not later than March 31 following the end of the applicable fiscal year). 10.1.2 In the event Employer’s Good Cause termination is the result of your Disability (which term is defined in Section 2324), we will pay you or your beneficiary in the event of your death during the period in which payments are being made (x) your salary through the date of termination (to the extent not previously paid), and for an additional twelve (12) month period following the date of termination, such amount to be paid at regular payroll intervals, net of payments received by you from any short term disability policy which is either self-insured by us or the premiums of which were paid by us (and not charged as compensation to you), (y) any Bonus attributable to our most recently completed fiscal year to the extent not previously paid (determined through application of the Bonus formula with respect to such year on a non-discretionary basis), and (z) an additional amount equal to what your Bonus would have been for the fiscal year in which your termination occurs (determined through application of the Bonus formula with respect to such year on a non-discretionary basis), pro rated through the date of termination. Such Bonuses shall be paid at such time as we pay Bonuses to our other senior executives with respect to the fiscal year in which your termination occurs (but not later than March 31 following the end of the applicable fiscal year). 10.1.3 You or your beneficiary will be entitled to exercise your vested but unexercised stock options, Company stock, stock appreciation rights (“SARs”) or other stock based compensation (“Other Rights”), if any, as of the date of termination to acquire Company stocktermination, upon compliance with all of the terms and conditions required to exercise such options options, SARs and to such stock as has vested pursuant to the Restricted Stock Plan without regard to any deferred vesting provisions arising out of your senior employment status, Other Rights and, if Employer’s Good Cause termination is the result of your death or disability during the Specified Term, you or your beneficiary (as applicable) shall be entitled to exercise such additional stock options options, SARS and Other Rights as would have been vested as of the first anniversary of the date of termination, upon compliance with all of the terms and conditions required to exercise such options, SARs and to all of your restricted stock pursuant to the Restricted Stock Plan without regard to any deferred vesting provisionsOther Rights.

Employer’s Good Cause Termination. We have the right to terminate your employment under this Agreement at any time during the Specified Employment Term hereof for Employer’s Good Cause (which term is as defined in Section 23). Upon any such termination, we will have no further liability or obligations whatsoever to you under this Agreement Agreement, except as provided under Sections 10.1.1, 10.1.2, in this Section 10.1 and 10.1.3 below. 10.1.1 with respect to business or travel expense reimbursements accrued and unpaid as of the date of such termination. In the event Employer’s Good Cause termination is the result of your death during the Specified Termsuch termination, your beneficiary (as designated by you on our benefit records) will be entitled to receive (xi) your salary Base Salary through your death the date of such termination (to the extent not previously paid) and for a twelve (12) month period following your death, such amount to be paid at regular payroll intervals), (yii) any Bonus attributable to our most recently completed fiscal year to the extent not previously paid (determined through application of in accordance with the Bonus formula with respect to Plan, including the exercise of discretion by the committee administering such year on a non-discretionary basisBonus Plan which may reduce or eliminate such Bonus), and (z) an additional amount equal to what your Bonus would have been for the fiscal year in which your death occurs (determined through application of shall be granted and/or paid on the Bonus formula with respect to such year on a non-discretionary basis), pro rated through Determination Date and/or the date of your death. Such Bonuses shall be paid to your beneficiary at such time as we pay Bonuses to our other senior executives with respect to such fiscal year (but not later than March 31 following the end of Bonus Payment Date for the applicable fiscal year, as applicable, (iii) indemnification pursuant to Section 3.6 and (iv) any other amounts or benefits to which you may be entitled in accordance with the terms of the Company’s benefit, equity or fringe benefit plans, programs and policies in which you participate immediately prior to such termination of employment or the requirements of applicable law ((i) through (iv) above, the “Accrued Obligations”). 10.1.2 In . Notwithstanding anything to the event contrary in this Agreement, if within thirty (30) days after your Retirement, the Board determines that any occurrence set forth in the definition of Employer’s Good Cause termination is the result of your Disability (which term is defined in Section 23), we will pay you or your beneficiary in the event of your death during the period in which payments are being made (x) your salary through the date of termination (to the extent not previously paid), and for an additional twelve (12) month period following the date of terminationhas occurred, such amount to be paid termination shall, at regular payroll intervals, net of payments received by you from any short term disability policy which is either self-insured by us or the premiums of which were paid by us (and not charged as compensation to you), (y) any Bonus attributable to our most recently completed fiscal year to the extent not previously paid (determined through application election of the Bonus formula with respect to such year on a non-discretionary basis)Board in its discretion, and (z) an additional amount equal to what your Bonus would have been be treated as termination for the fiscal year in which your termination occurs (determined through application of the Bonus formula with respect to such year on a non-discretionary basis), pro rated through the date of termination. Such Bonuses shall be paid at such time as we pay Bonuses to our other senior executives with respect to the fiscal year in which your termination occurs (but not later than March 31 following the end of the applicable fiscal year). 10.1.3 You or your beneficiary will be entitled to exercise your vested but unexercised stock options, if any, as of the date of termination to acquire Company stock, upon compliance with all of the terms and conditions required to exercise such options and to such stock as has vested pursuant to the Restricted Stock Plan without regard to any deferred vesting provisions arising out of your senior employment status, and, if Employer’s Good Cause termination is for all purposes of this Agreement, so long as Employer provides you with written notice of such determination specifying the result alleged failure or breach no later than the last day of your death or disability during the Specified Term, you or your beneficiary (as applicable) shall be entitled to exercise such additional stock options as would have been vested as of the first anniversary of the date of termination, upon compliance with all of the terms and conditions required to exercise such options, and to all of your restricted stock pursuant to the Restricted Stock Plan without regard to any deferred vesting provisions30-day period.