Common use of Good Reason Termination Clause in Contracts

Good Reason Termination. A Good Reason Termination under Section 1.6.7 shall entitle Executive to the following in lieu of any other compensation or benefits (under Section 1.4 of this Agreement or otherwise) from Employer: (i) Executive shall receive Termination Compensation each month during the Compensation Continuance Period, subject, however, to Executive’s compliance with his Section 2 covenants (including, without limitation, compliance with the noncompetition and nonsolicitation provisions of Section 2) for a one (1) year period following Executive’s Termination Date. (ii) Employer shall use their best efforts to accelerate vesting of any unvested benefits of Executive under any employee stock-based or other benefit plan or arrangement to the extent permitted by Code Section 409A or other applicable law and the terms of such plan or arrangement. (iii) Employer shall make available to Executive, at Employer’s cost, outplacement services by such entity or person as shall be designated by Employer, with the cost to Employer of such outplacement services not to exceed Twenty Thousand Dollars ($20,000). (iv) During the Compensation Continuance Period, Executive shall either continue to participate (treating Executive as an “active employee” of Employer for this purpose) in the same group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group employee benefit plan or program for which officers of Employer generally are eligible, on the same terms as were in effect prior to Executive’s Termination Date, or, to the extent such participation is not permitted by any group plan insurer, under comparable individual plans and coverage (to the extent commercially available). The Termination Compensation and other benefits provided for in this Section 1.7.4 shall be paid by Employer in accordance with the standard payroll practices and procedures in effect prior to Executive’s Termination Date. If Executive breaches Executive’s obligations under Section 1.7.4 or Section 2 of this Agreement, Executive shall not be entitled to receive any further Termination Compensation or benefits pursuant to this Section 1.7.4 from and after the date of such breach.

Good Reason Termination. A Good Reason Termination under Section 1.6.7 shall entitle Executive to the following in lieu of any other compensation or benefits (under Section 1.4 of this Agreement or otherwise) from Employer: (i) Executive shall receive Termination Compensation each month during the Compensation Continuance Period, subject, however, to Executive’s compliance with his Executive’s Section 2 covenants (including, without limitation, compliance with the noncompetition and nonsolicitation provisions of Section 2) for a one (1) year period following Executive’s Termination Date. (ii) Employer shall use their best efforts to accelerate vesting of any unvested benefits of Executive under any employee stock-based or other benefit plan or arrangement to the extent permitted by Code Section 409A or other applicable law and the terms of such plan or arrangement. (iii) Employer shall make available to Executive, at Employer’s cost, outplacement services by such entity or person as shall be designated by Employer, with the cost to Employer of such outplacement services not to exceed Twenty Thousand Dollars ($20,000). (iv) During the Compensation Continuance Period, Executive shall either continue to participate (treating Executive as an “active employee” of Employer for this purpose) in the same group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group employee benefit plan or program for which officers of Employer generally are eligible, on the same terms as were in effect prior to Executive’s Termination Date, or, to the extent such participation is not permitted by any group plan insurer, under comparable individual plans and coverage (to the extent commercially available). The Termination Compensation and other benefits provided for in this Section 1.7.4 shall be paid by Employer in accordance with the standard payroll practices and procedures in effect prior to Executive’s Termination Date. If Executive breaches Executive’s obligations under this Section 1.7.4 or Section 2 of this Agreement, Executive shall not be entitled to receive any further Termination Compensation or benefits pursuant to this Section 1.7.4 from and after the date of such breach.

Good Reason Termination. A Good Reason Termination under Section 1.6.7 1.6.6 shall entitle Executive to the following in lieu of any other compensation or benefits (under Section 1.4 of this Agreement or otherwise) from Employer: (i) Executive shall receive Termination Compensation each month during the Compensation Continuance Period, subject, however, to Executive’s compliance with his Section 2 covenants (including, without limitation, compliance with the noncompetition and nonsolicitation provisions of Section 2) for a one (1) year period following Executive’s Termination Date. (ii) Employer shall use their best efforts to accelerate vesting of any Any unvested benefits of Executive under any employee stock-based or other benefit plan or arrangement shall become fully and immediately vested, and the payment or delivery of such awards or benefits shall be accelerated to the extent permitted by Code Section 409A or other applicable law and the terms of such plan or arrangement. (iii) Employer shall make available to Executive, at Employer’s cost, outplacement services by such entity or person as shall be designated by Employer, with the cost to Employer of such outplacement services not to exceed Twenty Thousand Dollars ($20,000). (iv) During the Compensation Continuance Period, Executive shall either continue to participate (treating Executive as an “active employee” of Employer for this purpose) in the same group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group employee welfare benefit plan or program for which officers of Employer generally are eligible, on the same terms as were in effect prior to Executive’s (A) as of the Termination Date, or (B) if such plans and programs in effect prior to the Effective Date were, considered together as a whole, materially more generous to the officers of Employer, than as of the Effective Date; or, to the extent such participation is not permitted by any group plan insurer, under comparable individual plans and coverage (to the extent commercially available)) at the full cost of Employer. (iv) Executive shall receive the Consulting Fee in accordance with Section 3.6. The Termination Compensation and other benefits provided for in this Section 1.7.4 (other than Section 1.7.4(iv)) shall be paid by Employer in accordance with the standard payroll practices and procedures in effect prior to Executive’s Termination Date. If Executive incurs a termination of employment pursuant to this Section 1.7.4, Executive shall be subject to all of the provisions of Section 2, including, without limitation, compliance with the noncompetition and nonsolicitation provisions thereof. If Executive breaches Executive’s obligations under Section 1.7.4 or Section 2 of this Agreement2, Executive shall not be entitled to receive any further Termination Compensation or payments or benefits pursuant to this Section 1.7.4 from and after the date of such breach.