Common use of For Other Than Cause; Good Reason Clause in Contracts

For Other Than Cause; Good Reason. Non-Renewal of this Agreement. If Executive's employment is Terminated by the Company without Cause or by Executive for Good Reason, or the Term of this Agreement expires due to the Company's election not to renew the Agreement in accordance with Section 1(b) above, this Agreement shall terminate and the Company's obligations to Executive under this Agreement shall be limited to (a) his Prorated Salary; (b) his Earned Incentive Compensation; (c) his Contingent Incentive Compensation; (d) his Accrued PTO; (e) his Reimbursable Expenses; (f) payment of contributions required to maintain continued health coverage under COBRA for a period of 18 months (the "COBRA COVERAGE"); and (g) the payment of a lump sum (the "SEVERANCE PAYMENT") equal to: (1) if Executive's employment is terminated by the Company without Cause, his then-current Base Salary per month multiplied by the greater of (x) twelve months and (y) the number of months remaining in the Term (prorated with respect to any partial month); (2) if Executive's employment is terminated by Executive for Good Reason, his then-current Base Salary per month multiplied by the lesser of (x) twelve months and (y) the number of months remaining in the Term (prorated with respect to any partial month), provided, however, that such number of months shall not be deemed to be less than six (6) months for purposes of this subpart (2); and (3) if Executive's employment is terminated because the Company has elected not to renew this Agreement in accordance with Section 1(b) above, his then-current Base Salary per month multiplied by six (6) months. The Severance Payment shall be paid ten (10) business days following any such termination; provided, however, that if Executive is deemed a "specified employee" pursuant to Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the "CODE"), then the Severance Payment shall be paid on the six-month anniversary of the termination date (in either case, the "SEVERANCE PAYMENT DATE"). Notwithstanding anything in this Agreement to the contrary, (i) the Company shall have no obligation to make the Severance Payment unless on or before the applicable Severance Payment Date, Executive executes and delivers to the Company a full general release of claims (excluding claims for amounts payable under this Agreement), in form and substance reasonably satisfactory to the Company, against the Company and the Related Entities and their respective officers, directors, employees and agents, and (ii) the Severance Payment shall be extinguished if such general release is not executed and delivered to the Company by the later of (A) the applicable Severance Payment Date or (B) three business days after Executive's receipt from the Company of a form of general release to be executed.

For Other Than Cause; Good Reason. Non-Renewal of this Agreement. If Executive's employment is Terminated terminated by the Company without Cause or by Executive for Good Reason, or the Term of this Agreement expires due to the Company's election not to renew the Agreement in accordance with Section 1(b) above, this Agreement shall terminate and the Company's obligations to Executive under this Agreement shall be limited to (a) his Prorated Salary; (b) his Earned Incentive Compensation; (c) his Contingent Incentive Compensation; (d) his Accrued PTO; (e) his Reimbursable Expenses; (f) payment of contributions required to maintain continued health coverage under COBRA for a period of 18 months (the "COBRA COVERAGE"); and (g) the payment of a lump sum (the "SEVERANCE PAYMENT") equal to: (1) if Executive's employment is terminated by the Company without Cause, his then-current Base Salary per month multiplied by the greater of (x) twelve months and (y) the number of months remaining in the Term (prorated with respect to any partial month); (2) if Executive's employment is terminated by Executive for Good Reason, his then-current Base Salary per month multiplied by the lesser of (x) twelve months and (y) the number of months remaining in the Term (prorated with respect to any partial month), provided, however, that such number of months shall not be deemed to be less than six (6) months for purposes of this subpart (2); and (3) if Executive's employment is terminated because the Company has elected not to renew this Agreement in accordance with Section 1(b) above, his then-current Base Salary per month multiplied by six (6) months. The Severance Payment shall be paid ten (10) business days following any such termination; provided, however, that if Executive is deemed a "specified employee" pursuant to Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the "CODE"), then the Severance Payment shall be paid on the six-month anniversary of the termination date (in either case, the "SEVERANCE PAYMENT DATE"). Notwithstanding anything in this Agreement to the contrary, (i) the Company shall have no obligation to make the Severance Payment unless on or before the applicable Severance Payment Date, Executive executes and delivers to the Company a full general release of claims (excluding claims for amounts payable under this Agreement), in form and substance reasonably satisfactory to the Company, against the Company and the Related Entities and their respective officers, directors, employees and agents, and (ii) the Severance Payment shall be extinguished if such general release is not executed and delivered to the Company by the later of (A) the applicable Severance Payment Date or (B) three business days after Executive's receipt from the Company of a form of general release to be executed.