Common use of For Good Reason or Without Cause Clause in Contracts

For Good Reason or Without Cause. If the Executive’s employment is terminated at any time during the Effective Period by either: (a) the Corporation for any reason other than for Cause, Disability or death, or (b) by the Executive for Good Reason, the Corporation shall pay to the Executive, not later than 30 days following the Date of Termination: (A) The Executive’s full base salary through the Date of Termination; (B) In lieu of any further payments of salary to the Executive after the Date of Termination, notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum cash severance payment (the “Severance Payment”) equal to the sum of (a) the Executive’s base salary at the rate in effect on the Termination Date or, if greater, the Executive’s base salary in effect on the date of the Change in Control and (b) an amount equal to the Executive’s target bonus opportunity in effect at the Termination Date or, if greater, the Executive’s target bonus opportunity in effect on the date of the Change in Control. In addition to the payments provided for in (A) and (B) above, if the Executive’s employment is terminated at any time during the Effective Period by either: (a) the Corporation for any reason other than for Cause, Disability or death, or (b) by the Executive for Good Reason, and provided that the Executive timely elects to continue benefits under COBRA, the Corporation shall make available to the Executive and the Executive’s spouse and other dependents (who otherwise qualify for coverage under the Corporation’s programs), for a period of twelve (12) months following such termination of employment, at the same cost such benefits are provided to active full-time employees of the Corporation or any Affiliate of the Corporation (including co-pays, coinsurance and deductibles), all medical, prescription drug, dental and vision benefits provided to such full-time employees. Notwithstanding any provision contained herein, if, on the Date of Termination, the Executive is a “specified employee” within the meaning of Section 409A of the Code and the Treasury Regulations promulgated thereunder and as determined under the Corporation’s policy for determining specified employees, the Severance Payment and any other amount or benefit under this Agreement that is subject to Section 409A of the Code shall not be paid or provided (or commence to be paid or provided) until the first business day of the seventh month following the Date of Termination (or, if earlier, the Executive’s death). The payment made following this postponement period shall include the cumulative amount of any amounts that could not be paid during such period.

For Good Reason or Without Cause. If the Executive’s 's employment is terminated at any time during the Effective Period by either: (a) the Corporation for any reason other than for Cause, Disability Disability, or death, or (b) by the Executive for Good Reason, then: The Corporation shall pay to the Executive, not later than 30 days following the Date of Termination, the Executive's accrued but unpaid base salary through the Date of Termination plus compensation for current and carried-over unused vacation and compensation days in accordance with the applicable personnel policy. In lieu of any further payments of salary to the Executive after the Date of Termination, the Corporation shall pay to the Executive, not later than 30 days following the Date of Termination: (A) The Executive’s full base salary through the Date of Termination; (B) In lieu of any further payments of salary to the Executive after the Date of Termination, Termination and notwithstanding any dispute between the Executive and the Corporation as to the payment to the Executive of any other amounts under this Agreement or otherwise, a lump sum cash severance payment (the “"Severance Payment”") equal to the sum greater of (ai) the Executive’s base salary at total compensation (including bonus) paid to or accrued for the rate in effect on the Termination Date or, if greater, the Executive’s base salary in effect on the date benefit of the Executive by the Corporation for services rendered during the fiscal year immediately preceding the fiscal year in which a Change in Control and (b) an amount equal to the Executive’s target bonus opportunity in effect at the Termination Date or, if greater, the Executive’s target bonus opportunity in effect on the date of the Change in Control. In addition Corporation occurred or (ii) the total compensation (including bonus) paid to or accrued for the payments provided for in (A) and (B) above, if benefit of the Executive’s employment is terminated at any time during the Effective Period Executive by either: (a) the Corporation for any reason other than for Cause, Disability or death, or (b) by services rendered during the Executive for Good Reason, and provided that the Executive timely elects to continue benefits under COBRA, the Corporation shall make available to the Executive and the Executive’s spouse and other dependents (who otherwise qualify for coverage under the Corporation’s programs), for a twelve-month period of twelve (12) months following such termination of employment, at the same cost such benefits are provided to active full-time employees of the Corporation or any Affiliate of the Corporation (including co-pays, coinsurance and deductibles), all medical, prescription drug, dental and vision benefits provided to such full-time employees. Notwithstanding any provision contained herein, if, on immediately preceding the Date of Termination, the Executive is a “specified employee” within the meaning of Section 409A of the Code and the Treasury Regulations promulgated thereunder and as determined under the Corporation’s policy for determining specified employees, the Severance Payment and any other amount or benefit . The Executive's right to receive payments under this Agreement that is subject shall not decrease the amount of, or otherwise adversely affect, any other benefits payable to Section 409A of the Code Executive under any plan, agreement or arrangement relating to employee benefits provided by the Corporation. The Executive shall not be paid or provided (or commence required to be paid or provided) until mitigate the first business day of the seventh month following the Date of Termination (or, if earlier, the Executive’s death). The payment made following this postponement period shall include the cumulative amount of any amounts that could not payment provided for in this section 5 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 5 be paid during such period.reduced by any compensation earned by the Executive as the result of employment by another employer or by reason of the Executive's receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. NON-COMPETITION; CONFIDENTIALITY