Common use of Non-Renewal of Agreement Clause in Contracts

Non-Renewal of Agreement. a. If Employer elects not to renew the Term pursuant to Section 2 hereof, and within the 12 months following the expiration of such Term (the “Non-Renewal Hold Period”), Employer terminates Executive’s employment other than for Cause, death, or Disability, then, notwithstanding the expiration of the Term and subject to Section 12 hereof, Bank shall pay to Executive the Severance Amount, payable pursuant to the payment schedule set forth in Section 6(a)(ii) hereof, and the Health Coverage Benefit as set forth in Section 6(a)(iii) (“Non-Renewal Severance”). Additionally, any unvested equity awards held by Executive shall be subject to Accelerated Vesting as and to the extent set forth in Section 6(a)(vi). Notwithstanding the foregoing, Bank shall be obligated to provide the Severance Amount and Health Coverage Benefit only if (A) within 45 days after the Date of Termination Executive shall have executed the Release Agreement and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment of the Severance Amount shall cease immediately upon Executive’s breach thereof. At the conclusion of the Non-Renewal Hold Period, if Employer has not paid or become obligated to pay Non-Renewal Severance, then the restrictions contained in Section 7(c) shall not apply in the event of Executive’s subsequent termination of employment. b. If Executive elects not to renew the Term pursuant to Section 2 hereof, and following the expiration of such Term, Executive’s employment with Employer terminates, then Employer shall have no further obligations to Executive or Executive’s legal representatives under this Agreement, other than for payment of Accrued Salary which shall be paid to Executive in a lump sum in cash within 30 days after the Date of Termination, and payment or provision of Other Benefits, as applicable.

Non-Renewal of Agreement. a. (i) If Employer elects not to renew the Term pursuant to Section 2 hereof, and within the 12 months following the expiration of such Term (the “Non-Renewal Hold Period”), Employer terminates Executive’s employment other than for Cause, death, or Disability, then, notwithstanding the expiration of the Term and subject to Section 12 hereof, Bank shall pay to Executive the Severance Amount, payable pursuant to the payment schedule set forth in Section 6(a)(ii) hereof, and the Health Coverage Benefit as set forth in Section 6(a)(iii) (“Non-Renewal Severance”). Additionally, any unvested equity awards held by Executive shall be subject to Accelerated Vesting Equity Award Treatment as and to the extent set forth in Section 6(a)(vi6(a)(v). Notwithstanding the foregoing, Bank shall be obligated to provide Severance Amount, the Severance Amount and Health Coverage Benefit and Equity Award Treatment only if (A) within 45 days after the Date of Termination Executive shall have executed the Release Agreement and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment or provision of the Severance Amount Amount, Health Coverage Benefit and Equity Award Treatment shall cease immediately upon Executive’s breach thereof. At the conclusion of the Non-Renewal Hold Period, if Employer has not paid or become obligated to pay Non-Renewal Severance, then the restrictions contained in Section 7(c) shall not apply in the event of Executive’s subsequent termination of employment. b. (ii) If Executive elects not to renew the Term pursuant to Section 2 hereof, and following the expiration of such Term, Executive’s employment with Employer terminates, terminates then Employer shall have no further obligations to Executive or Executive’s legal representatives under this Agreement, other than for payment of Accrued Salary which shall be paid to Executive in a lump sum in cash within 30 days after the Date of Termination, and payment or provision of Other Benefits, as applicable.

Non-Renewal of Agreement. a. If Employer elects not to renew the Term pursuant to Section 2 hereofIf, and within the 12 months following the expiration of such the Term, the Company does not offer to continue the Executive’s employment on substantially similar terms to those set forth herein and upon the expiration of the Term the Executive incurs a Separation from Service, the Company will pay the Executive a pro-rated Target Bonus for time worked during the year in which the Separation from Service occurs, payable within thirty (30) days of the Executive’s Separation from Service. In addition, for a period equal to eighteen (18) months from the date of the Separation of Service (the “Non-Renewal Hold Period”), Employer terminates Executive): (i) the Company will permit the Executive to continue using his Company e-mail account; provided that e-mail account access shall expire at such time the Executive obtains subsequent employment; (ii) the Company shall provide the Executive and his eligible dependents with continued participation in the Company’s employment other than for Cause, death, or Disability, then, notwithstanding the expiration of the Term and subject to Section 12 hereof, Bank shall pay to Executive the Severance Amount, payable pursuant to the payment schedule set forth in Section 6(a)(ii) hereof, and the Health Coverage Benefit as set forth in Section 6(a)(iii) (“group medical plans during such Non-Renewal Severance”)Period or, in the event such participation is not permitted, the Company shall pay for the cost of continuing medical insurance coverage for the Executive and his eligible dependents under COBRA. Additionally, any unvested equity awards held by The Executive shall continue to be subject obligated to Accelerated Vesting pay his share of premiums, deductibles and co-payments which may be deducted from the payment made pursuant to this Section 4(d)(ii) in the same manner as if the Executive was actively employed. In the event that the Executive obtains subsequent employment and is eligible to participate in the extent set forth group medical plans of his new employer, the Executive agrees to notify the Company promptly, and any coverage provided under the Company’s group medical plans, or COBRA payments, as the case may be, shall terminate when coverage under the new employer’s medical plans become effective; and (iii) the Company will reimburse the Executive for up to $50,000, to be used by the Executive for: (A) office rent, administrative assistance and related expenses; (B) conference fees and related expenses; (C) advisory services; and (D) business related travel and expenses, to be used in Section 6(a)(vi). Notwithstanding the Executive’s discretion. (iv) The Executive agrees that apart from the foregoing, Bank shall be obligated to provide the Severance Amount and Health Coverage Benefit only if (A) within 45 days after the Date of Termination Executive shall have executed the Release Agreement and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment of the Severance Amount shall cease immediately upon Executive’s breach thereof. At the conclusion of the Non-Renewal Hold Period, if Employer has not paid or become obligated to pay Non-Renewal Severance, then the restrictions contained in Section 7(c) shall not apply in the event of Executive’s subsequent termination a non-renewal of employment. b. If the Agreement, the Executive elects not to renew the Term pursuant to Section 2 hereof, and following the expiration of such Term, Executive’s employment with Employer terminates, then Employer shall have no further obligations right to Executive receive any other compensation or Executive’s legal representatives under this Agreementbenefits, other than for payment unless required by law and subject to the terms of Accrued Salary which shall be paid to Executive in a lump sum in cash within 30 days after the Date of Termination, and payment LTIP or provision of Other Benefits, as applicableapplicable award letters.

Non-Renewal of Agreement. a. (i) If Employer elects not to renew the Term pursuant to Section 2 hereof, and within the 12 months following the expiration of such Term (the “Non-Renewal Hold Period”)Term, Employer terminates Executive’s employment other than for Cause, death, or Disability, then, notwithstanding the expiration of the Term and subject to Section 12 hereof, Bank shall pay to Executive the Severance Amount, payable pursuant to the payment schedule set forth in Section 6(a)(ii) hereof, and the Health Coverage Benefit as set forth in Section 6(a)(iii) (“Non-Renewal Severance”). Additionally, any unvested equity awards held by Executive shall be subject to Accelerated Vesting as and to the extent set forth in Section 6(a)(vi). Notwithstanding the foregoing, Bank shall be obligated to provide the Severance Amount and Health Coverage Benefit only if (A) within 45 days after the Date of Termination Executive shall have executed the Release Agreement and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment of the Severance Amount shall cease immediately upon Executive’s breach thereof. At the conclusion of the Non-Renewal Hold Period, if Employer has not paid or become obligated to pay Non-Renewal Severance, then the restrictions contained in Section 7(c) shall not apply in the event of Executive’s subsequent termination of employment. b. (ii) If Executive elects not to renew the Term pursuant to Section 2 hereof, and following the expiration of such Term, Executive’s employment with Employer terminatesterminates for Cause, death, or Disability, then Employer shall have no further obligations to Executive or Executive’s legal representatives under this Agreement, other than for payment of Accrued Salary which shall be paid to Executive in a lump sum in cash within 30 days after the Date of Termination, and payment or provision of Other Benefits, as applicable.

Non-Renewal of Agreement. a. If Employer elects The Executive and STAAR shall have the following obligations upon any election by STAAR not to renew the Term this Agreement pursuant to Section 2 hereof, and within the 12 months following the expiration 1.3: (a) Following delivery by STAAR of such Term (the “a Non-Renewal Hold Period”)Notice, Employer terminates the obligations of the Executive and STAAR will continue in force, and the Executive will continue to perform his duties hereunder, for a period ending on the date three (3) months after such notice, unless STAAR elects to relieve the Executive of all of the Executive’s employment duties and obligations (other than for Cause, deaththe covenants contained in Articles 6 and 7) prior to such date. At the completion of such three-month period, or Disabilitysuch earlier date when STAAR elects to relieve Executive of all of the Executive’s duties and obligations, then, notwithstanding the obligations of the Executive and STAAR will immediately cease with the exception of the covenants contained in Articles 6 and 7 and such other obligations as expressly set forth in this Section 5.11. (b) For the remaining period until the expiration of the Term and subject STAAR will continue to Section 12 hereof, Bank shall pay to Executive the Severance Amount, payable pursuant base salary to the payment schedule set forth in Section 6(a)(ii) hereof, Executive and continue to provide all benefits to the Executive and the Health Coverage Benefit as set forth in Section 6(a)(iii) (“Non-Renewal Severance”). AdditionallyExecutive’s dependents, any unvested equity awards held by but the Executive shall will be subject to Accelerated Vesting as and to the extent set forth in Section 6(a)(vi). Notwithstanding the foregoing, Bank shall be obligated to provide the Severance Amount and Health Coverage Benefit only if (A) within 45 days after the Date of Termination Executive shall have executed the Release Agreement and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment relieved of the Severance Amount shall cease immediately upon Executive’s breach thereof. At obligation to perform any duties as employee hereunder. (c) After the conclusion of the Non-Renewal Hold Period, if Employer has not paid or become obligated Term STAAR shall (i) for a period of twelve (12) months continue to pay Non-Renewal Severance, then make biweekly payments of the restrictions contained in Section 7(c) shall not apply in the event of Executive’s subsequent termination of employment. b. If Base Salary, plus an additional amount equal to such biweekly Base Salary payment times the Average Bonus Rate, (ii) pay any accrued but unpaid compensation to which the Executive elects not to renew the Term pursuant to Section 2 hereof, and following the expiration of such Term, Executive’s employment with Employer terminates, then Employer shall have no further obligations to Executive or Executive’s legal representatives under this Agreement, other than for payment of Accrued Salary which shall be paid to Executive in a lump sum in cash within 30 days after is entitled on the Date of Termination, (iii) pay any expenses incurred by the Executive prior to the Date of Termination reimbursable under Section 4.5, and payment or provision (iii) provide Continued Benefits for a period of Other Benefits, as applicable(1) year following such termination.

Non-Renewal of Agreement. a. If Employer elects In the event that this Agreement is not to renew the Term renewed pursuant to Section 2 4 hereof, Executive shall be an “at-will” employee and within the 12 months following the expiration upon any termination of such Term (the “Non-Renewal Hold Period”), Employer terminates Executive’s employment other than for Causewith Holdings, deathall obligations of Holdings and the CBOT hereunder shall cease immediately, or Disabilityexcept that Executive shall be entitled to the payments and benefits specified in Section 5(b)(i) and 5(b)(v) hereof. In addition, then, notwithstanding any unvested portion of the Restricted Stock and any unvested portion of the Time Vested Option shall become fully vested as of the date of termination of Executive. Any remaining portion of the unvested Performance Option shall be deemed cancelled and forfeited on the date of the expiration of the Term Employment Period. Any vested and subject unexercised portion of the Option, shall remain exercisable for a period of ninety (90) days following the termination of employment and shall thereafter be deemed cancelled and forfeited without further consideration to Section 12 hereof, Bank shall pay to Executive the Severance Amount, payable pursuant to the payment schedule set forth in Section 6(a)(ii) hereof, and the Health Coverage Benefit as set forth in Section 6(a)(iii) (“Non-Renewal Severance”). Additionally, any unvested equity awards held by Executive shall be subject to Accelerated Vesting as and to the extent set forth in Section 6(a)(vi)Executive. Notwithstanding the foregoing, Bank shall be obligated to provide the Severance Amount and Health Coverage Benefit only if (A) within 45 days after the Date of Termination Executive shall have executed the Release Agreement and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment of the Severance Amount shall cease immediately upon Executive’s breach thereof. At the conclusion of the Non-Renewal Hold Period, if Employer has not paid or become obligated to pay Non-Renewal Severance, then the restrictions contained in Section 7(c) shall not apply in the event of Executive’s subsequent termination of employment. b. If Executive Holdings elects not to renew the Term this Agreement pursuant to Section 2 4 hereof, and Holdings shall have the option (i) to select a Non-Compete Period following the expiration end of such Term, Executive’s employment with Employer terminates, then Employer shall have no further obligations to the Employment Period of 6 months by paying Executive or Executive’s legal representatives under this Agreement, other than for payment of Accrued Salary which shall be paid to Executive in a lump sum equal to his annual Base Salary as then in cash within 30 days effect, or (ii) to maintain the effectiveness of Section 8 for a period of 12 months after the Date end of Termination, and payment the Employment Period by paying Executive the Termination Amount. Holdings must provide notice of its election of option (i) or provision of Other Benefits, as applicable(ii) in the 6 month notice to Executive required under Section 4.

Non-Renewal of Agreement. a. (i) If Employer elects not to renew the Term pursuant to Section 2 hereof, and within the 12 months following the expiration of such Term (the “Non-Renewal Hold Period”), Employer terminates Executive’s employment other than for Cause, death, or Disability, then, notwithstanding the expiration of the Term and subject to Section 12 hereof, Bank shall pay to Executive the Non-CIC Severance Amount, payable pursuant to the payment schedule set forth in Section 6(a)(ii) hereof, and the Health Coverage Benefit as set forth in Section 6(a)(iii) (“Non-Renewal Severance”). Additionally, any unvested equity awards held by Executive shall be subject to Accelerated Vesting Equity Award Treatment as and to the extent set forth in Section 6(a)(vi6(a)(v). Notwithstanding the foregoing, Bank shall be obligated to provide the Non-CIC Severance Amount and Amount, the Health Coverage Benefit and Equity Award Treatment only if (A) within 45 days after the Date of Termination Executive shall have executed the Release Agreement and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment or provision of the Non-CIC Severance Amount Amount, Health Coverage Benefit and Equity Award Treatment shall cease immediately upon Executive’s breach thereof. At the conclusion of the Non-Renewal Hold Period, if Employer has not paid or become obligated to pay Non-Renewal Severance, then the restrictions contained in Section 7(c) shall not apply in the event of Executive’s subsequent termination of employment. b. (ii) If Executive elects not to renew the Term pursuant to Section 2 hereof, and following the expiration of such Term, Executive’s employment with Employer terminates, terminates then Employer shall have no further obligations to Executive or Executive’s legal representatives under this Agreement, other than for payment of Accrued Salary which shall be paid to Executive in a lump sum in cash within 30 days after the Date of Termination, and payment or provision of Other Benefits, as applicable.

Non-Renewal of Agreement. a. (i) If Employer elects not to renew the Term pursuant to Section 2 hereof, and within the 12 months following the expiration of such Term (the “Non-Renewal Hold Period”), Employer terminates Executive’s employment other than for Cause, death, or Disability, then, notwithstanding the expiration of the Term and subject to Section 12 hereof, Bank shall pay to Executive the Severance Amount, payable pursuant to the payment schedule set forth in Section 6(a)(ii) hereof, and the Health Coverage Benefit as set forth in Section 6(a)(iii) (“Non-Renewal Severance”). Additionally, any unvested equity awards held by Executive shall be subject to Accelerated Vesting as and to the extent set forth in Section 6(a)(vi). Notwithstanding the foregoing, Bank shall be obligated to provide the Severance Amount and Health Coverage Benefit only if (A) within 45 days after the Date of Termination Executive shall have executed the Release Agreement and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment of the Severance Amount shall cease immediately upon Executive’s breach thereof. At the conclusion of the Non-Renewal Hold Period, if Employer has not paid or become obligated to pay Non-Renewal Severance, then the restrictions contained in Section 7(c) shall not apply in the event of Executive’s subsequent termination of employment. b. (ii) If Executive elects not to renew the Term pursuant to Section 2 hereof, and following the expiration of such Term, Executive’s employment with Employer terminates, then Employer shall have no further obligations to Executive or Executive’s legal representatives under this Agreement, other than for payment of Accrued Salary which shall be paid to Executive in a lump sum in cash within 30 days after the Date of Termination, and payment or provision of Other Benefits, as applicable.

Non-Renewal of Agreement. a. (i) If Employer elects not to renew the Term pursuant to Section 2 hereof, and within the 12 months following the expiration of such Term (the “Non-Renewal Hold Period”), Employer terminates Executive’s employment other than for Cause, death, or Disability, then, notwithstanding the expiration of the Term and subject to Section 12 hereof, Bank shall pay to Executive the Severance Amount, payable pursuant to the payment schedule set forth in Section 6(a)(ii) hereof, and the Health Coverage Benefit as set forth in Section 6(a)(iii) (“Non-Renewal Severance”). Additionally, any unvested equity awards held by Executive shall be subject to Accelerated Vesting as and to the extent set forth in Section 6(a)(vi). Notwithstanding the foregoing, Bank shall be obligated to provide the Severance Amount and Health Coverage Benefit only if (A) within 45 days after the Date of Termination Executive shall have executed the Release Agreement and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment of the Severance Amount shall cease immediately upon Executive’s breach thereof. At the conclusion of the Non-Renewal Hold Period, if Employer has not paid or become obligated to pay Non-Renewal Severance, then the restrictions contained in Section 7(c) shall not apply in the event of Executive’s subsequent termination of employment. b. (ii) If Executive elects not to renew the Term pursuant to Section 2 hereof, and following the expiration of such Term, Executive’s employment with Employer terminatesterminates for any reason, then Employer shall have no further obligations to Executive or Executive’s legal representatives under this Agreement, other than for payment of Accrued Salary which shall be paid to Executive in a lump sum in cash within 30 days after the Date of Termination, and payment or provision of Other Benefits, as applicable.