Common use of Non-Renewal by the Company Clause in Contracts

Non-Renewal by the Company. If the Company gives notice of non-renewal under Section 1(a), the Company may designate a date during such renewal period on which this Agreement and Employee’s employment with the Company shall terminate, which may be prior to then scheduled end of the Initial Term. The Company will: (i) beginning with the first payroll period following the sixtieth (60th) day following termination, pay Employee twelve (12) months of Employee’s then current base salary; and (ii) pay Employee, on the sixtieth (60th) day after termination, a one-time bonus in an amount equal to the Annual Incentive Bonus that Employee was paid in the calendar year immediately preceding the calendar year in which termination occurs, prorated to reflect the number of quarters (whole or partial) in which Employee worked in the year in which such termination occurs (the “Non-Renewal by Company Severance Benefits”). Employee’s receipt of the Non-Renewal by Company Severance Benefits is expressly conditioned on: (x) Employee agreeing to a general release in form satisfactory to the Company releasing the Company and its affiliated entities and all of their officers, directors, employees and agents from any and all claims or liabilities arising out of her employment and/or the termination of employment, and (y) Employee’s full compliance with the restrictive covenants contained in Section 4 hereof, i.e., if Employee fails to timely sign or revoke a release, or violates any of the restrictive covenants contained in Section 4 hereof, the Non-Renewal by Company Severance Benefits shall cease. Any payment of salary made by the Company pursuant to this Section 7.f shall be made pro rata on the Company’s regularly scheduled payroll dates following the termination, and the payment made pursuant to this Section 7.f shall be in lieu of and in satisfaction of all claims for severance, payment in lieu of notice or other compensation which may otherwise arise upon termination of employment with the Company, except for salary or other compensation earned through the date of termination and payment of earned but unused vacation in accordance with Company policy then in existence.

Non-Renewal by the Company. If the Company gives notice elects, pursuant to the first sentence of non-renewal under Section 1(a)3 of this Agreement, not to extend the Employment Period and the Executive’s employment hereunder ends on the Scheduled Termination Date, then subject to Section 5(f) hereof, the Company may designate a date during such renewal period on which this Agreement and Employee’s employment with the Company Executive shall terminate, which may be prior entitled to then scheduled end of the Initial Term. The Company willreceive: (i) beginning the Accrued Benefits, to be paid/provided in accordance with the first payroll period terms of the applicable plan, program, agreement or benefit or as required by law; (ii) the Prior Year Bonus (to the extent not yet fully paid), to be paid in cash only when annual bonus amounts are paid to other senior executives of the Company generally but in no event later than two and one-half (2-1/2) months following the sixtieth (60th) day following termination, pay Employee twelve (12) months of Employee’s then current base salarycalendar year with respect to which such Prior Year Bonus was earned; and (iiiii) pay Employee, on the sixtieth (60th) day after termination, a one-time bonus in an amount equal to the Annual Incentive Bonus that Employee was paid in the calendar year immediately preceding the calendar year in which termination occurs, prorated to reflect the number of quarters (whole or partial) in which Employee worked in the year in which such termination occurs cash payment (the “Non-Renewal by Company Severance BenefitsPayment”). Employee’s receipt ) equal to two (2) times the sum of the Non-Renewal by Company Severance Benefits is expressly conditioned on: (x) Employee agreeing to a general release the annual Base Salary as of the Scheduled Termination Date (disregarding, for this purpose, any reduction in form satisfactory to the Company releasing Base Salary that occurred after the Company and its affiliated entities and all of their officers, directors, employees and agents from any and all claims or liabilities arising out of her employment and/or the termination of employment, Amendment Effective Date) and (y) Employee’s full compliance with the restrictive covenants contained in Section 4 hereof, i.e., if Employee fails to timely sign or revoke a release, or violates any annual Target Bonus as of the restrictive covenants contained Scheduled Termination Date (disregarding, for the purpose of determining the Target Bonus, any reduction in Section 4 hereofBase Salary that occurred after the Amendment Effective Date), the Non-Renewal by Company Severance Benefits shall cease. Any payment of salary made by the Company pursuant to this Section 7.f shall be made pro rata on paid in substantially equal installments consistent with the Company’s regularly scheduled payroll dates practices over the twenty-four (24) months following the terminationScheduled Termination Date, with any installment due to be paid prior to the date that the condition described in Section 5(e)(i) has been satisfied being accumulated and paid within fifteen (15) days after such condition is satisfied, and with the payment made pursuant last installment being paid on or before the twenty-four (24) month anniversary of the Scheduled Termination Date, provided, however, that if the Company’s payroll practices change after the Executive has begun to receive payments under this Section 7.f 5(d), the Executive shall be continue to receive payments in lieu accordance with the schedule in effect at the time that the Executive began to receive payments under this Section 5(d); and (iii) Welfare Benefits Continuation for the twenty-four (24) month period following the Scheduled Date of and Termination, in satisfaction of all claims for severanceaccordance with Section 5(a)(i)(D); provided, payment in lieu of notice or other compensation which may otherwise arise upon further, however, notwithstanding the foregoing, if termination of employment with is in anticipation of or within twelve (12) months following a Change of Control (as defined in the LTIP, as modified by Section 2(c)(iv) hereof), the Severance Payment will be paid in a cash lump sum within thirty (30) days following the Date of Termination, to the extent permissible under the rules regarding a “short-term deferral” within the meaning of Treasury Regulations Section 1.409A-1(b)(4) of the Code and “separation pay plans” within the meaning of Treasury Regulations Section 1.409A-1(b)(9) of the Code, or as otherwise would not subject the Executive to taxes under Section 409A of the Code. For purposes of the foregoing, a termination of employment will be deemed to be “in anticipation of” a Change of Control if such termination is for the principal purpose of avoiding or evading the Company, except for salary ’s or other Parent’s compensation earned through the date obligations that would arise upon a termination following a Change of termination and payment of earned but unused vacation in accordance with Company policy then in existenceControl.

Non-Renewal by the Company. If the Company gives notice elects, pursuant to the first sentence of non-renewal under Section 1(a)3 of this Agreement, not to extend the Employment Period and the Executive’s employment hereunder ends on the Scheduled Termination Date, then subject to Section 5(f) hereof, the Company may designate a date during such renewal period on which this Agreement and Employee’s employment with the Company Executive shall terminate, which may be prior entitled to then scheduled end of the Initial Term. The Company willreceive: (i) beginning the Accrued Benefits, to be paid/provided in accordance with the first payroll period following terms of the sixtieth (60th) day following terminationapplicable plan, pay Employee twelve (12) months of Employee’s then current base salaryprogram, agreement or benefit or as required by law; and (ii) pay Employee, on the sixtieth product of (60thx) day after termination, two (2) times (y) a one-time bonus in an amount equal to the Annual Incentive Bonus that Employee was paid in the calendar year immediately preceding the calendar year in which termination occurs, prorated to reflect the number of quarters (whole or partial) in which Employee worked in the year in which such termination occurs cash payment (the “Non-Renewal by Company Severance BenefitsPayment”). Employee’s receipt ) equal to the sum of the Non-Renewal by Company Severance Benefits is expressly conditioned on: Base Salary as of the Scheduled Termination Date (xdisregarding, for this purpose, any reduction in the Base Salary that occurred after the Effective Date) Employee agreeing to a general release in form satisfactory and the average of the Executive’s earned Annual Bonuses for the two (2) calendar years ended immediately prior to the Company releasing the Company and its affiliated entities and all of their officersScheduled Termination Date, directors, employees and agents from any and all claims or liabilities arising out of her employment and/or the termination of employment, and (y) Employee’s full compliance to be paid in substantially equal installments consistent with the restrictive covenants contained in Section 4 hereof, i.e., if Employee fails to timely sign or revoke a release, or violates any of the restrictive covenants contained in Section 4 hereof, the Non-Renewal by Company Severance Benefits shall cease. Any payment of salary made by the Company pursuant to this Section 7.f shall be made pro rata on the Company’s regularly scheduled payroll dates practices over the 12 months following the terminationScheduled Termination Date, with any installment due to be paid prior to the date that the condition described in Section 5(e)(i) has been satisfied being accumulated and paid within fifteen (15) days after such condition is satisfied, and with the payment made pursuant last installment being paid on or before the first anniversary of the Scheduled Termination Date, provided, however, that if the Company’s payroll practices change after the Executive has begun to receive payments under this Section 7.f 5(d), the Executive shall be continue to receive payments in lieu accordance with the schedule in effect at the time that the Executive began to receive payments under this Section 5(d); and (iii) Welfare Benefits Continuation for the twenty-four (24) month period following the Scheduled Date of and in satisfaction of all claims for severanceTermination; provided, payment in lieu of notice or other compensation which may otherwise arise upon further, however, notwithstanding the foregoing, if termination of employment with is in anticipation of or within twenty-four (24) months following a Change of Control (as defined in the LTIP, as modified by Section 2(c)(vi) hereof), the Severance Payment will be paid in a cash lump sum within thirty (30) days following the Date of Termination, to the extent permissible under the rules regarding a “short-term deferral” within the meaning of Treasury Regulations Section 1.409A-1(b)(4) of the Code and “separation pay plans” within the meaning of Treasury Regulations Section 1.409A-1(b)(9) of the Code or otherwise not subject Executive to taxes under Section 409A of the Code. For purposes of the foregoing, a termination of employment will be deemed to be “in anticipation of” a Change of Control if such termination is for the principal purpose of avoiding or evading the Company, except for salary ’s or other Parent’s compensation earned through the date obligations that would arise upon a termination following a Change of termination and payment of earned but unused vacation in accordance with Company policy then in existenceControl.

Non-Renewal by the Company. If the Company gives notice of non-renewal under Section 1(a), the Company may designate a date during such renewal period on which this Agreement and Employee’s employment with the Company shall terminate, which may be prior to then the scheduled end of the Initial Term. The Company will: (i) beginning with the first payroll period following the sixtieth (60th) day following termination, will pay Employee twelve (12) months of Employee’s then current base salary; salary and (ii) pay Employee, on or before the sixtieth (60th) day after the termination, a one-time bonus in an amount equal to the Annual Incentive Bonus that the Employee was paid in the calendar year immediately preceding the calendar year in which the termination occursoccurs (or if such termination occurs before any bonus has been paid, the Employee’s target annual bonus for the year of termination), prorated to reflect in accordance with the number of quarters (whole or partial) in which Employee worked days from January 1 to the date of such termination in the year in which such termination occurs (the “Non-Renewal by Company Severance Benefits”). occurs,* provided however, Employee’s receipt of the Non-Renewal by Company Severance Benefits thereof is expressly conditioned on: (x) Employee agreeing to a general release in form satisfactory to the Company releasing the Company and its affiliated entities and all of their officers, directors, employees and agents from any and all claims or liabilities arising out of her his employment and/or the termination of employment, and (y) Employee’s full compliance with the restrictive covenants contained in Section 4 hereof, , and (z) for a period of twelve (12) months following the date of termination, Employee’s availability to provide and, if reasonably requested by the Company, provision of reasonable consultative services related to the Company’s transition to Employee’s successor i.e., if Employee fails to timely sign or revoke a release, or violates any of the restrictive covenants contained in Section 4 hereof, the Non-Renewal by Company Severance Benefits shall any remaining severance payments will cease, and any unvested equity grants and undelivered shares of unrestricted stock, will be forfeited. Any payment of salary made by the Company pursuant to this Section 7.f 7.c shall be made pro rata on the Company’s regularly scheduled payroll dates following the termination, and the payment made pursuant to this Section 7.f 7.c shall be in lieu of and in satisfaction of all claims for severance, payment in lieu of notice or other compensation which may otherwise arise upon termination of employment with the Company, except for salary or other compensation earned through the date of termination and payment of earned but unused vacation in accordance with Company policy then in existence.

Non-Renewal by the Company. If the Company gives notice of non-renewal under Section 1(a), the Company may designate a date during such renewal period on which this Agreement and Employee’s employment with the Company shall terminate, which may be prior to then the scheduled end of the Initial Term. The Company will: (i) beginning with the first payroll period following the sixtieth (60th) day following termination, will pay Employee twelve (12) months of Employee’s then current base salary; and (ii) pay Employee, on the sixtieth (60th) day after terminationprovided however, a one-time bonus in an amount equal to the Annual Incentive Bonus that Employee was paid in the calendar year immediately preceding the calendar year in which termination occurs, prorated to reflect the number of quarters (whole or partial) in which Employee worked in the year in which such termination occurs (the “Non-Renewal by Company Severance Benefits”). Employee’s receipt of the Non-Renewal by Company Severance Benefits thereof is expressly conditioned on: (x) Employee agreeing to a general release in form satisfactory to the Company releasing the Company and its affiliated entities and all of their officers, directors, employees and agents from any and all claims or liabilities arising out of her his employment and/or the termination of employment, and (y) Employee’s full compliance with the restrictive covenants contained in Section 4 hereof, , and (z) for a period of twelve (12) months following the date of termination, Employee’s availability to provide and, if reasonably requested by the Company, provision of reasonable consultative services related to the Company’s transition to Employee’s successor i.e., if Employee fails to timely sign or revoke a release, or violates any of the restrictive covenants contained in Section 4 hereof, the Non-Renewal by Company Severance Benefits shall any remaining severance payments will cease, and any unvested equity grants and undelivered shares of unrestricted stock, will be forfeited. Any payment of salary made by the Company pursuant to this Section 7.f 7.c shall be made pro rata on the Company’s regularly scheduled payroll dates following the termination, and the payment made pursuant to this Section 7.f 7.c shall be in lieu of and in satisfaction of all claims for severance, payment in lieu of notice or other compensation which may otherwise arise upon termination of employment with the Company, except for salary or other compensation earned through the date of termination and payment of earned but unused vacation in accordance with Company policy then in existence.