Common use of Good Reason or Other Than for Cause Clause in Contracts

Good Reason or Other Than for Cause. Death or Disability during the Two-Year Period Immediately Following a Change in Control. If, during the Employment Period and during the two-year period immediately following a Change in Control, the Company shall terminate the Executive’s employment other than for Cause, death, or Disability, or if the Executive shall terminate his employment for Good Reason, the Company shall pay to the Executive on the 45th day after the Date of Termination (except as otherwise required by law or provided below) or provide, as applicable, the following: (i) A lump sum cash payment equal to the Accrued Obligations; (ii) Subject to Section 6(g), a lump sum cash payment (the “CIC Pro Rata Incentive Payment”) in an amount equal to the product of (A) the Target Incentive Payment for the year in which the Date of Termination occurs (or, if greater, the fiscal year of the Company ending immediately prior to the year in which the Change in Control occurs), and (B) a fraction, the numerator of which is the number of days elapsed through the Date of Termination in the fiscal year in which the Date of Termination occurs and the denominator of which is the number of days in such year (other than any portion of such annual Incentive Payment that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder); (iii) Subject to Section 6(g), a lump sum cash payment (the “CIC Severance Payment” and, together with the CIC Pro Rata Incentive Payment, the “CIC Severance Benefits”) equal to the sum of (A) two times the greater of (x) Executive’s Annual Base Salary as in effect immediately prior to the Date of Termination and (y) the Executive’s Annual Base Salary as in effect immediately prior to the Change in Control and (B) two times the greater of (x) the Target Incentive Payment for the year in which the Date of Termination occurs (or, if greater, the fiscal year of the Company ending immediately prior to the year in which the Change in Control occurs) and (y) the Incentive Payment paid or payable to the Executive in respect of the fiscal year immediately prior to the year in which the Change in Control occurs; and (iv) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive the Other Benefits.

Good Reason or Other Than for Cause. Death or Disability during the Two-Year Period Immediately Following a Change in Control. If, during the Employment Period and during the two-year period immediately following a Change in ControlPeriod, the Executive is terminated by the Executive for Good Reason or by the Company shall terminate the Executive’s employment for any reason other than for Cause, death, or Disability, or if the Executive shall terminate his employment for Good Reason, the then: (i) The Company shall pay to the Executive on Executive, at the 45th day after times specified in Section 5(c)(ii) below, the following amounts: (A) the Accrued Obligation, (B) the Benefit Obligation, (C) a lump sum in cash equal to one (1) times the Executive's Annual Base Salary (at the rate in effect as of the Date of Termination Termination); provided, however, that if such termination occurs prior to the date that is twelve (except as otherwise required by law or provided below12) or providemonths following a Change of Control, as applicable, then the following: (i) A amount of such lump sum cash payment shall be equal to three (3) times the Executive's Annual Base Salary (at the rate in effect as of the Date of Termination), (D) a lump sum in cash equal to the Accrued Obligations; average annual bonus paid to the Executive for the prior two (ii2) Subject full fiscal years preceding the Date of Termination; provided, however, that if such termination occurs prior to Section 6(g)the date that is twelve (12) months following a Change of Control, a then the amount of such lump sum cash payment (the “CIC Pro Rata Incentive Payment”) in an amount shall be equal to two (2) times the product of (A) average Annual Bonus paid to the Target Incentive Payment Executive for the year prior two (2) full fiscal years preceding the Date of Termination, (E) a lump sum in cash equal to a pro rata portion of the Annual Bonus payable for the period in which the Date of Termination occurs based on actual performance under the Company's annual incentive bonus arrangement; provided, however, that such pro rata portion shall be calculated based on Executive's Annual Bonus for the previous fiscal year; provided, further that if no previous Annual Bonus has been paid to ex-Executive, then the lump sum cash payment shall be no less than fifty (or50) percent of Executive’s Annual Base Salary, and (F) if greater, the fiscal year of the Company ending immediately such termination occurs prior to the year date that is twelve (12) months following a Change of Control, then each and every share option, restricted share award and other equity-based award that is outstanding and held by the Executive shall immediately vest and become exercisable. (ii) The Company shall pay the Executive the Benefit Obligation at the times specified in which the Change in Control occurs), and (B) a fraction, the numerator of which is the number of days elapsed through the Date of Termination in the fiscal year in which the Date of Termination occurs and the denominator of which is the number of days in such year (other than any portion of such annual Incentive Payment that was deferred, which portion shall instead be paid in accordance with the terms of the applicable deferral arrangement and any election thereunder); Benefit Plans. The Company shall pay the Executive the amounts described under Section 5(c)(i)(A) within thirty (iii30) Subject to Section 6(g), a lump sum cash payment (the “CIC Severance Payment” and, together with the CIC Pro Rata Incentive Payment, the “CIC Severance Benefits”) equal to the sum of (A) two times the greater of (x) Executive’s Annual Base Salary as in effect immediately prior to days after the Date of Termination and (y) the Executive’s Annual Base Salary as in effect immediately prior to the Change in Control and (B) two times the greater of (x) the Target Incentive Payment for the year in which the Date of Termination occurs (or, if greater, the fiscal year of the Company ending immediately prior to the year in which the Change in Control occurs) and (y) the Incentive Payment paid or payable to the Executive in respect of the fiscal year immediately prior to the year in which the Change in Control occurs; and (iv) To the extent not theretofore paid or provided, the Termination. The Company shall timely pay or provide to the Executive the Other Benefitsamounts or benefits described in Sections 5(c)(i)(C) and 5(c)(i)(D) within ninety (90) days following the date of Executive's Separation From Service if he is not a Specified Employee or on the date that is six (6) months following the date of his Separation From Service if he is a Specified Employee. The term "Specified Employee" means a person who is a "specified employee" within the meaning of Section 409A. Amounts payable pursuant to Section 5(c)(i)(E) will be paid at time payment is made to employees generally pursuant to the terms of the Company's annual incentive bonus arrangement or, if Executive is a Specified Employee, on the date that is six (6) months following the date of his Separation From Service, if later.

Good Reason or Other Than for Cause. Death or Disability during the Two-Year Period Immediately Following a Change in Control. If, during the Employment Period and during the two-year period immediately following a Change in ControlPeriod, the Executive is terminated by the Executive for Good Reason or by the Company shall terminate the Executive’s employment for any reason other than for Cause, death, or Disability, or if the Executive shall terminate his employment for Good Reason, the then: (i) The Company shall pay to the Executive on Executive, at the 45th day after times specified in Section 5(b)(ii) below, the following amounts: (A) the Accrued Obligation, (B) the Benefit Obligation, (C) a lump sum in cash equal to one time the Executive's Annual Base Salary (at the rate in effect as of the Date of Termination (except as otherwise required by law or provided below) or provideTermination); provided, as applicablehowever, that if such termination occurs prior to the following: (i) A date that is 12 months following a Change of Control, then the amount of such lump sum cash payment shall be equal to three times the Executive's Annual Base Salary (at the rate in effect as of the Date of Termination), (D) a lump sum in cash equal to the Accrued Obligations; (ii) Subject average annual bonus paid to Section 6(g)the Executive for the prior two full fiscal years preceding the Date of Termination; provided, however, that if such termination occurs prior to the date that is 12 months following a Change of Control, then the amount of such lump sum cash payment (the “CIC Pro Rata Incentive Payment”) in an amount shall be equal to two times the product of (A) average Annual Bonus paid to the Target Incentive Payment Executive for the year prior two full fiscal years preceding the Date of Termination, (E) a lump sum in cash equal to a pro rata portion of the Annual Bonus payable for the period in which the Date of Termination occurs based on actual performance under the Company's annual incentive bonus arrangement; provided, however, that such pro rata portion shall be calculated based on Executive's Annual Bonus for the previous fiscal year; provided, further that if no previous Annual Bonus has been paid to ex-Executive, then the lump-sum cash payment shall be no less than 50% of Executive’s Annual Base Salary, and (or, F) if greater, the fiscal year of the Company ending immediately such termination occurs prior to the year date that is 12 months following a Change of Control, then each and every share option, restricted share award and other equity-based award that is outstanding and held by the Executive shall immediately vest and become exercisable. (ii) The Company shall pay the Executive the Benefit Obligation at the times specified in which the Change in Control occurs), and (B) a fraction, the numerator of which is the number of days elapsed through the Date of Termination in the fiscal year in which the Date of Termination occurs and the denominator of which is the number of days in such year (other than any portion of such annual Incentive Payment that was deferred, which portion shall instead be paid in accordance with the terms of the applicable deferral Benefit Plans. The Company shall pay the Executive the amounts described under Section 5(b)(i)(A) within thirty (30) days after the Date of Termination. The Company shall pay to the Executive the amounts or benefits described in Sections 5(b)(i)(C) and 5(b)(i)(D) within 90 days following the date of Executive's Separation From Service if he is not a Specified Employee or on the date that is six months following the date of his Separation From Service if he is a Specified Employee. Amounts payable pursuant to Section 5(b)(i)(E) will be paid at time payment is made to employees generally pursuant to the terms of the Company's annual incentive bonus arrangement and any election thereunder);or, if Executive is a Specified Employee, on the date that is six months following the date of his Separation From Service, if later. (iii) Subject to Section 6(g), a lump sum cash payment (the “CIC Severance Payment” and, together with the CIC Pro Rata Incentive Payment, the “CIC Severance Benefits”) equal to the sum of (A) two times the greater of (x) Executive’s Annual Base Salary as in effect immediately prior to the Date of Termination and (y) the Executive’s Annual Base Salary as in effect immediately prior to the Change in Control and (B) two times the greater of (x) the Target Incentive Payment for the year in which the Date of Termination occurs (or, if greater, the fiscal year of the Company ending immediately prior to the year in which the Change in Control occurs) and (y) the Incentive Payment paid or payable Payments to the Executive under this Section 5(b) (other than the Accrued Obligation and the Benefit Obligation) are contingent upon the Executive's execution (and non-revocation) of a release substantially in respect the form of the fiscal year immediately prior to the year in which the Change in Control occurs; and (iv) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive the Other BenefitsExhibit “A” hereto no later than 60 days following Executive's Separation From Service.

Good Reason or Other Than for Cause. Death or Disability during the Two-Year Period Immediately Following a Change in Control. If, during the Employment Period and during the two-year period immediately following a Change in Control, the Company shall terminate the Executive’s employment other than for Cause, death, or Disability, or if the Executive shall terminate his her employment for Good Reason, the Company shall pay to the Executive on the 45th day after the Date of Termination (except as otherwise required by law or provided below) or provide, as applicable, the following: (i) A lump sum cash payment equal to the Accrued Obligations; (ii) Subject to Section 6(g), a lump sum cash payment (the “CIC Pro Rata Incentive Payment”) in an amount equal to the product of (A) the Target Incentive Payment for the year in which the Date of Termination occurs (or, if greater, the fiscal year of the Company ending immediately prior to the year in which the Change in Control occurs), and (B) a fraction, the numerator of which is the number of days elapsed through the Date of Termination in the fiscal year in which the Date of Termination occurs and the denominator of which is the number of days in such year (other than any portion of such annual Incentive Payment that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder); (iii) Subject to Section 6(g), a lump sum cash payment (the “CIC Severance Payment” and, together with the CIC Pro Rata Incentive Payment, the “CIC Severance Benefits”) equal to the sum of (A) two times the greater of (x) Executive’s Annual Base Salary as in effect immediately prior to the Date of Termination and (y) the Executive’s Annual Base Salary as in effect immediately prior to the Change in Control and (B) two times the greater of (x) the Target Incentive Payment for the year in which the Date of Termination occurs (or, if greater, the fiscal year of the Company ending immediately prior to the year in which the Change in Control occurs) and (y) the Incentive Payment paid or payable to the Executive in respect of the fiscal year immediately prior to the year in which the Change in Control occurs; and (iv) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive the Other Benefits.

Good Reason or Other Than for Cause. Death or Disability during the Two-Year Period Immediately Following a Change in Control. If, during the Employment Period and during the two-year period immediately following a Change in Control, the Company shall terminate the Executive’s employment other than for Cause, death, or Disability, or if the Executive shall terminate his employment for Good Reason, the Company shall pay to the Executive on the 45th day after the Date of Termination (except as otherwise required by law or provided below) or provide, as applicable, the following: (i) A lump sum cash payment equal to the Accrued Obligations; (ii) Subject to Section 6(g‎6(g), a lump sum cash payment (the “CIC Pro Rata Incentive Payment”) in an amount equal to the product of (A) the Target Incentive Payment for the year in which the Date of Termination occurs (or, if greater, the fiscal year of the Company ending immediately prior to the year in which the Change in Control occurs), and (B) a fraction, the numerator of which is the number of days elapsed through the Date of Termination in the fiscal year in which the Date of Termination occurs and the denominator of which is the number of days in such year (other than any portion of such annual Incentive Payment that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder); (iii) Subject to Section 6(g‎6(g), a lump sum cash payment (the “CIC Severance Payment” and, together with the CIC Pro Rata Incentive Payment, the “CIC Severance Benefits”) equal to the sum of (A) two times the greater of (x) Executive’s Annual Base Salary as in effect immediately prior to the Date of Termination and (y) the Executive’s Annual Base Salary as in effect immediately prior to the Change in Control and (B) two times the greater of (x) the Target Incentive Payment for the year in which the Date of Termination occurs (or, if greater, the fiscal year of the Company ending immediately prior to the year in which the Change in Control occurs) and (y) the Incentive Payment paid or payable to the Executive in respect of the fiscal year immediately prior to the year in which the Change in Control occurs; and (iv) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive the Other Benefits.

Good Reason or Other Than for Cause. Death or Disability during the Two-Year Period Immediately Following a Change in Control. If, during the Employment Period and during the two-year period immediately following a Change in ControlPeriod, the Executive is terminated by the Executive for Good Reason or by the Company shall terminate the Executive’s employment for any reason other than for Cause, death, or Disability, or if the Executive shall terminate his employment for Good Reason, the then: (i) The Company shall pay to the Executive, at the times specified in Section 5(c)(ii) below, the following amounts: (A) the Accrued Obligation, (B) the Benefit Obligation, (C) a lump sum in cash equal to one (1) times the Executive's Annual Base Salary (at the rate in effect as of the Date of Termination); provided, however, that if such termination occurs prior to the date that is twelve (12) months following a Change of Control, then the amount of such lump sum cash payment shall be equal to three (3) times the Executive's Annual Base Salary (at the rate in effect as of the Date of Termination), (D) a lump sum in cash equal to the average annual bonus paid to the Executive on for the 45th day after prior two (2) full fiscal years preceding the Date of Termination; provided, however, that if such termination occurs prior to the date that is twelve (12) months following a Change of Control, then the amount of such lump sum cash payment shall be equal to two (2) times the average Annual Bonus paid to the Executive for the prior two (2) full fiscal years preceding the Date of Termination unless the executive has been employed for less than two years than the average annual bonus paid to other peer executives for the prior two (except as otherwise required by law or provided below2) or provide, as applicable, full fiscal years preceding the following:Date of Termination if more favorable to the Executive, (iE) A lump sum cash payment equal to the Accrued Obligations; (ii) Subject to Section 6(g), a lump sum in cash payment (the “CIC Pro Rata Incentive Payment”) in an amount equal to a pro rata portion of the product of (A) the Target Incentive Payment Annual Bonus payable for the year period in which the Date of Termination occurs (orbased on actual performance under the Company's annual incentive bonus arrangement; provided, if greaterhowever, the fiscal year of the Company ending immediately prior to the year in which the Change in Control occurs), and (B) a fraction, the numerator of which is the number of days elapsed through the Date of Termination in the fiscal year in which the Date of Termination occurs and the denominator of which is the number of days in that such year (other than any portion of such annual Incentive Payment that was deferred, which pro rata portion shall instead be calculated based on Executive's Annual Bonus for the previous fiscal year; provided, further that if no previous Annual Bonus has been paid in accordance with to ex-Executive, then the applicable deferral arrangement and any election thereunder); (iii) Subject to Section 6(g), a lump sum cash payment shall be no less than fifty (the “CIC Severance Payment” and, together with the CIC Pro Rata Incentive Payment, the “CIC Severance Benefits”50) equal to the sum percent of (A) two times the greater of (x) Executive’s Annual Base Salary as in effect immediately unless the executive has been employed for less than one year than the annual bonus paid to other peer executives for the previous fiscal year preceding the Date of Termination, if more favorable to the Executive, (F) if such termination occurs prior to the Date date that is twelve (12) months following a Change of Termination Control, then each and every share option, restricted share award and other equity-based award that is outstanding and held by the Executive shall immediately vest and become exercisable. (yii) The Company shall pay the Executive’s Annual Base Salary as Executive the Benefit Obligation at the times specified in effect immediately prior to and in accordance with the Change in Control and terms of the applicable Benefit Plans. The Company shall pay the Executive the amounts described under Section 5(c)(i)(A) within thirty (B30) two times the greater of (x) the Target Incentive Payment for the year in which days after the Date of Termination occurs (or, if greater, the fiscal year of the Company ending immediately prior to the year in which the Change in Control occurs) and (y) the Incentive Payment paid or payable to the Executive in respect of the fiscal year immediately prior to the year in which the Change in Control occurs; and (iv) To the extent not theretofore paid or provided, the Termination. The Company shall timely pay or provide to the Executive the Other Benefitsamounts or benefits described in Sections 5(c)(i)(C) and 5(c)(i)(D) within ninety (90) days following the date of Executive's Separation From Service if he is not a Specified Employee or on the date that is six (6) months following the date of his Separation From Service if he is a Specified Employee. The term "Specified Employee" means a person who is a "specified employee" within the meaning of Section 409A. Amounts payable pursuant to Section 5(c)(i)(E) will be paid at time payment is made to employees generally pursuant to the terms of the Company's annual incentive bonus arrangement or, if Executive is a Specified Employee, on the date that is six (6) months following the date of his Separation From Service, if later.