Common use of Obligations Upon Termination of Employment Clause in Contracts

Obligations Upon Termination of Employment. In connection with Recipient's employment by the Company and its Affiliates, the Company or an Affiliate shall provide Recipient with access to the confidential information of the Company and its Affiliates, or shall provide Recipient the opportunity to develop business goodwill inuring to the benefit of the Company and its Affiliates, or shall entrust business opportunities to Recipient. Recipient has agreed, and hereby agrees, as specified in more detail in the Employment Agreement and/or the Invention and Non-Disclosure Agreement, to maintain the confidentiality of the Company's and its Affiliates' information and to exercise the highest measures of fidelity and loyalty in the protection and preservation of the Company's and its Affiliates' goodwill and business opportunities. As part of the consideration for the Restricted Stock Units, to protect the Company's and its Affiliates' confidential information, the business goodwill of the Company and its Affiliates that has been and will in the future be developed in Recipient, and the business opportunities that have been and will in the future be disclosed or entrusted to Recipient by the Company and its Affiliates, and as an additional incentive for the Company and Recipient to enter into this Agreement, the Company and Recipient agree that if, during the term of Recipient's employment with the Company or its Affiliates or within a 12-month period (or such longer period, if any, as required for non-competition by Recipient under the terms of his or her Employment Agreement) following the date upon which Recipient terminates employment with the Company (the "Restrictive Period"), Recipient fails for any reason to comply with any of the restrictive covenants set forth in the Employment Agreement (as in effect on the original effective date of the Employment Agreement), then the Company shall be entitled to recover from Recipient, and Recipient shall pay to the Company, an amount of money equal to A multiplied by B, where A equals the value (determined as of the date the Forfeiture Restrictions lapse) of the Restricted Stock Units with respect to which the Forfeiture Restrictions lapse during the one-year period preceding (and including) the date of Recipient's termination of employment with the Company and its Affiliates, and B equals the fraction X divided by Y, where X equals the number of days in the Restrictive Period minus the number of consecutive days following Recipient's termination of employment with the Company and its Affiliates during which Recipient remained in compliance with the restrictive covenants set forth in the Employment Agreement, and Y equals the number of days in the Restrictive Period. If any of the restrictions set forth in this Section are found by a court to be unreasonable, or overly broad in any manner, or otherwise unenforceable, the parties hereto intend for such restrictions to be modified by the court so as to be reasonable and enforceable and, as so modified, to be fully enforced.

Obligations Upon Termination of Employment. In connection with Recipient's ’s employment by the Company and its Affiliates, the Company or an Affiliate shall provide Recipient with access to the confidential information of the Company and its Affiliates, or shall provide Recipient the opportunity to develop business goodwill inuring to the benefit of the Company and its Affiliates, or shall entrust business opportunities to Recipient. Recipient has agreed, and hereby agrees, as specified in more detail in the Employment Agreement and/or the Invention and Non-Disclosure Agreement, to maintain the confidentiality of the Company's ’s and its Affiliates' ’ information and to exercise the highest measures of fidelity and loyalty in the protection and preservation of the Company's ’s and its Affiliates' ’ goodwill and business opportunities. As part of the consideration for the Restricted Stock Units, to protect the Company's ’s and its Affiliates' ’ confidential information, the business goodwill of the Company and its Affiliates that has been and will in the future be developed in Recipient, and the business opportunities that have been and will in the future be disclosed or entrusted to Recipient by the Company and its Affiliates, and as an additional incentive for the Company and Recipient to enter into this Agreement, the Company and Recipient agree that if, during the term of Recipient's ’s employment with the Company or its Affiliates or within a 12-month period (or such longer period, if any, as required for non-competition by Recipient under the terms of his or her Employment Agreement) following the date upon which Recipient terminates employment with the Company (the "“Restrictive Period"”), Recipient fails for any reason to comply with any of the restrictive covenants set forth in the Employment Agreement (as in effect on the original effective date of the Employment Agreement), then the Company shall be entitled to recover from Recipient, and Recipient shall pay to the Company, an amount of money equal to A multiplied by B, where A equals the value (determined as of the date the Forfeiture Restrictions lapse) of the Restricted Stock Units with respect to which the Forfeiture Restrictions lapse during the one-year period preceding (and including) the date of Recipient's ’s termination of employment with the Company and its Affiliates, and B equals the fraction X divided by Y, where X equals the number of days in the Restrictive Period minus the number of consecutive days following Recipient's ’s termination of employment with the Company and its Affiliates during which Recipient remained in compliance with the restrictive covenants set forth in the Employment Agreement, and Y equals the number of days in the Restrictive Period. If any of the restrictions set forth in this Section are found by a court to be unreasonable, or overly broad in any manner, or otherwise unenforceable, the parties hereto intend for such restrictions to be modified by the court so as to be reasonable and enforceable and, as so modified, to be fully enforced.

Obligations Upon Termination of Employment. In connection with Recipient's ’s employment by the Company and its AffiliatesCompany, the Company or an Affiliate shall provide Recipient with access to the confidential information of the Company and its Affiliates, or shall provide Recipient the opportunity to develop business goodwill good will inuring to the benefit of the Company and its Affiliates, or shall entrust business opportunities to Recipient. Recipient has agreed, and hereby agrees, as specified in more detail in the Employment Agreement and/or the Recipient’s Invention and Non-Disclosure AgreementAgreement with the Company, to maintain the confidentiality of the Company's ’s and its Affiliates' ’ information and to exercise the highest measures of fidelity and loyalty in the protection and preservation of the Company's ’s and its Affiliates' ’ goodwill and business opportunities. As part of the consideration for the Restricted Stock UnitsShares, to protect the Company's ’s and its Affiliates' ’ confidential information, the business goodwill good will of the Company and its Affiliates that has been and will in the future be developed in Recipient, and the business opportunities that have been and will in the future be disclosed or entrusted to Recipient by the Company and its Affiliates, and as an additional incentive for the Company and Recipient to enter into this Agreement, the Company and Recipient agree that if, during the term of Recipient's ’s employment with the Company or its Affiliates or within a 12-month period (or such longer period, if any, as required for non-competition by Recipient under the terms of his or her Employment Agreement) following the date upon which Recipient terminates employment with the Company (the "“Restrictive Period"”), Recipient fails for any reason to comply with any of the restrictive covenants set forth in the Employment Agreement (as in effect on the original effective date of the Employment Agreement), then the Company shall be entitled to recover from Recipient, and Recipient shall pay to the Company, an amount of money equal to A multiplied by B, where A equals the value (determined as of the date the Forfeiture Restrictions lapse) of the Restricted Stock Units Shares with respect to which the Forfeiture Restrictions lapse during the one-year period preceding (and including) the date of Recipient's ’s termination of employment with the Company and its Affiliates, and B equals the fraction X divided by Y, where X equals the number of days in the Restrictive Period minus the number of consecutive days following Recipient's ’s termination of employment with the Company and its Affiliates during which Recipient remained in compliance with the restrictive covenants set forth in the Employment Agreement, and Y equals the number of days in the Restrictive Period. If any of the restrictions set forth in this Section are found by a court to be unreasonable, or overly broad in any manner, or otherwise unenforceable, the parties hereto intend for such restrictions to be modified by the court so as to be reasonable and enforceable and, as so modified, to be fully enforced.

Obligations Upon Termination of Employment. In connection with Recipient's ’s employment by the Company and its AffiliatesCompany, the Company or an Affiliate affiliate thereof shall provide Recipient with access to the confidential information of the Company and its Affiliatesaffiliates, or shall provide Recipient the opportunity to develop business goodwill good will inuring to the benefit of the Company and its Affiliatesaffiliates, or shall entrust business opportunities to Recipient. Recipient has agreed, and hereby agrees, as specified in more detail in the Employment Agreement and/or the Recipient’s Invention and Non-Disclosure AgreementAgreement with the Company, to maintain the confidentiality of the Company's ’s and its Affiliates' affiliates’ information and to exercise the highest measures of fidelity and loyalty in the protection and preservation of the Company's ’s and its Affiliates' affiliates’ goodwill and business opportunities. As part of the consideration for the Restricted Stock UnitsShares, to protect the Company's ’s and its Affiliates' affiliates’ confidential information, the business goodwill good will of the Company and its Affiliates affiliates that has been and will in the future be developed in Recipient, and the business opportunities that have been and will in the future be disclosed or entrusted to Recipient by the Company and its Affiliatesaffiliates, and as an additional incentive for the Company and Recipient to enter into this Agreement, the Company and Recipient agree that if, during the term of Recipient's ’s employment with the Company or its Affiliates affiliates or within a 12-month period (or such longer period, if any, as required for non-competition by Recipient under the terms of his or her Employment Agreement) following the date upon which Recipient terminates employment with the Company (the "“Restrictive Period"”), Recipient fails for any reason to comply with any of the restrictive covenants set forth in the Employment Agreement (as in effect on the original effective date of the Employment Agreement), then the Company shall be entitled to recover from Recipient, and Recipient shall pay to the Company, an amount of money equal to A multiplied by B, where A equals the value (determined as of the date the Forfeiture Restrictions lapse) of the Restricted Stock Units Shares with respect to which the Forfeiture Restrictions lapse during the one-year period preceding (and including) the date of Recipient's ’s termination of employment with the Company and its Affiliatesaffiliates, and B equals the fraction X divided by Y, where X equals the number of days in the Restrictive Period minus the number of consecutive days following Recipient's ’s termination of employment with the Company and its Affiliates during which Recipient remained in compliance with the restrictive covenants set forth in the Employment Agreement, and Y equals the number of days in the Restrictive Period. If any of the restrictions set forth in this Section 6 are found by a court to be unreasonable, or overly broad in any manner, or otherwise unenforceable, the parties hereto intend for such restrictions to be modified by the court so as to be reasonable and enforceable and, as so modified, to be fully enforced.

Obligations Upon Termination of Employment. In connection with RecipientEmployee's employment by the Company and its AffiliatesCompany, the Company or an Affiliate thereof shall provide Recipient Employee with access to the confidential information of the Company and its Affiliates, or shall provide Recipient Employee the opportunity to develop business goodwill good will inuring to the benefit of the Company and its Affiliates, or shall entrust business opportunities to RecipientEmployee. Recipient Employee has agreed, and hereby agrees, as specified in more detail in the Employment Agreement and/or the Employee's Invention and Non-Disclosure AgreementAgreement with the Company, to maintain the confidentiality of the Company's and its Affiliates' information and to exercise the highest measures of fidelity and loyalty in the protection and preservation of the Company's and its Affiliates' goodwill and business opportunities. As part of the consideration for the Restricted Stock Units, Option granted to Employee hereunder; to protect the Company's and its Affiliates' confidential information, the business goodwill good will of the Company and its Affiliates that has been and will in the future be developed in RecipientEmployee, and or the business opportunities that have been and will in the future be disclosed or entrusted to Recipient Employee by the Company and its Affiliates, ; and as an additional incentive for the Company and Recipient Employee to enter into this Agreement, the Company and Recipient Employee agree that if, if Employee during the term 12 months following the termination of RecipientEmployee's employment with the Company in any geographic area or market where the Company or any of its Affiliates are conducting business as of the date of termination of the employment relationship or within a 12-month period have during the previous 12 months conducted such business: (a) engages in any business competitive with the business conducted by the Company or any of its Affiliates; or (b) renders advice or services to, or otherwise assists, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with the business conducted by the Company or any of its Affiliates with respect to such longer period, if any, as required for non-competition competitive business; or (c) directly or indirectly solicits or accepts business competitive with the business conducted by Recipient under the terms Company or any of its Affiliates from any customers or prospects of the Company or any of its Affiliates; or (d) induces any employee of the Company or any of its Affiliates to terminate his or her Employment Agreement) following the date upon which Recipient terminates employment with the Company (the "Restrictive Period"), Recipient fails for or any reason to comply with any of the restrictive covenants set forth such Affiliate or hires or assists in the Employment Agreement (as in effect on the original effective date hiring of the Employment Agreement)any such employee by any person, then (i) this Option shall immediately terminate and cease to be exercisable and (ii) the Company shall be entitled to recover from RecipientEmployee, and Recipient Employee shall pay to the Company, an amount of money equal to A multiplied by B, where A equals the value (determined as amount of the date gain, if any, that Employee received from the Forfeiture Restrictions lapse) exercise of the Restricted Stock Units with respect to which the Forfeiture Restrictions lapse this Option during the one-period beginning on the date that is one year period preceding (and including) before the date of RecipientEmployee's termination of employment with the Company and its Affiliatesending on the date this Option terminates and ceases to be exercisable as provided herein, and B equals the fraction X divided by Y, where X equals the number of days in the Restrictive Period 365 minus the number of consecutive days following RecipientEmployee's termination of employment with the Company and its Affiliates during which Recipient Employee remained in compliance with the restrictive covenants set forth in the Employment Agreementthis Paragraph 7, and Y equals the number of days in the Restrictive Period365. If any of the restrictions set forth in this Section Paragraph 7 are found by a court to be unreasonable, or overly broad in any manneras to geographic area or time, or otherwise unenforceable, the parties hereto intend for such restrictions to be modified by the court so as to be reasonable and enforceable and, as so modified, to be fully enforced.

Obligations Upon Termination of Employment. In connection with Recipient(a) If the Company shall terminate Employee's employment during the Employment Period for any reason (other than pursuant to Section 1.3 or for Cause, death or Disability pursuant to Section 1.5 of this Agreement), or if Employee shall voluntarily terminate his employment during the Employment Period and within 90 days after a Constructive Termination (as hereinafter defined), Employee shall be entitled to a lump sum severance payment equal to (A) the product of (i) $800,000 and (ii) the greater of (x) the number of years (or fractions thereof) remaining in the Employment Period or (y) three years (the "Severance Period") and (B)(i) if permitted under Company's group health insurance coverage, continuation at the cost of Company of coverage thereunder for Employee and, if dependent coverage is then in effect, his covered dependents (subject to such changes in coverage as shall apply to Company's employees generally and provided that if the cost of dependent coverage prior to termination of employment was being paid by Employee, such cost shall continue to be payable by Employee) or (ii) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage payable by Employee under COBRA, and its Affiliatesthereafter under an insurance plan reasonably comparable to that in effect prior to the Severance Period, until the end of the Severance Period or until other employment is obtained, whichever occurs first ((A) and (B) collectively, the "Severance Benefits"). The Severance Benefits payable under (A) and (B)(ii) above shall be paid in equal installments on the Company's normal payroll payment dates occurring during the Severance Period. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance reasonably satisfactory to the Company (but not inconsistent with this Agreement), which agreement shall, among other things, contain a general release by Employee of all claims arising out of Employee's employment or termination of employment (but excluding claims for indemnification for third party claims pursuant to the Company's certificate of incorporation and/or bylaws or any indemnification agreement between Employee and the Company or CenterPoint), and (ii) Employee shall be in compliance with all of Employee's obligations which expressly survive termination hereof, including without limitation those arising under Section 3 hereof. The Severance Benefits are intended to be in lieu of all other payments to which Employee might otherwise be entitled in respect of termination of Employee's employment without Cause. In addition to payment of Severance Benefits, all options to purchase CenterPoint stock granted to Employee prior to the date of (i) a termination by the Company without Cause, (ii) Employee's voluntary termination of his employment during the Employment Period and within 90 days after a Constructive Termination, or (iii) Employee's death or Disability shall vest and become exercisable on the date of such event and for a period of one year thereafter. Except as expressly provided above, no fringe or other employee benefits shall be payable during or after the Severance Period. (b) If Employee's employment shall be terminated by Company for "Cause" pursuant to Section 1.5 or if Employee shall voluntarily terminate his employment during the Employment Period and not within 90 days after a Constructive Termination, the Company shall have no further obligations hereunder or an Affiliate shall provide Recipient otherwise with access respect to the confidential information of the Company and its Affiliates, or shall provide Recipient the opportunity to develop business goodwill inuring to the benefit of the Company and its Affiliates, or shall entrust business opportunities to Recipient. Recipient has agreed, and hereby agrees, as specified in more detail in the Employment Agreement and/or the Invention and Non-Disclosure Agreement, to maintain the confidentiality of the Company's and its Affiliates' information and to exercise the highest measures of fidelity and loyalty in the protection and preservation of the Company's and its Affiliates' goodwill and business opportunities. As part of the consideration for the Restricted Stock Units, to protect the Company's and its Affiliates' confidential information, the business goodwill of the Company and its Affiliates that has been and will in the future be developed in Recipient, and the business opportunities that have been and will in the future be disclosed or entrusted to Recipient by the Company and its Affiliates, and as an additional incentive for the Company and Recipient to enter into this Agreement, the Company and Recipient agree that if, during the term of RecipientEmployee's employment with from and after the Company or its Affiliates or within a 12-month period (or such longer period, if any, as required for non-competition by Recipient under the terms of his or her Employment Agreement) following the date upon which Recipient terminates employment with the Company (the "Restrictive Period"), Recipient fails for any reason to comply with any of the restrictive covenants set forth in the Employment Agreement (as in effect on the original effective date of the termination of the Employment AgreementPeriod (except for the payments required under Section 2.1 to the date of such termination), then and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under Section 3 hereof at law or in equity). (c) For the avoidance of doubt, Severance Benefits shall not be entitled payable if Employee's employment is terminated pursuant to recover from RecipientSection 1.3 or for Cause or by reason of his death or Disability pursuant to Section 1.5, and Recipient but shall pay continue to the Company, an amount of money equal to A multiplied by B, where A equals the value (determined as of the date the Forfeiture Restrictions lapse) of the Restricted Stock Units with respect to which the Forfeiture Restrictions lapse be payable during the one-year period preceding Severance Period if his or her employment is terminated (i) without Cause or (ii) by reason of and includingwithin 60 days after a Constructive Termination (as described below) the date of Recipient's termination of employment with the Company and its Affiliates, and B equals the fraction X divided by Y, where X equals the number of days in the Restrictive Period minus the number of consecutive days following Recipient's termination of employment with the Company and its Affiliates during which Recipient remained in compliance with the restrictive covenants set forth in the Employment Agreement, and Y equals the number of days in the Restrictive Period. If any of the restrictions set forth in this Section are found by a court to be unreasonable, he subsequently dies or overly broad in any manner, or otherwise unenforceable, the parties hereto intend for such restrictions to be modified by the court so as to be reasonable and enforceable and, as so modified, to be fully enforcedbecomes disabled.

Obligations Upon Termination of Employment. In connection with RecipientEmployee's employment by the Company and its AffiliatesCompany, the Company or an Affiliate affiliate thereof shall provide Recipient Employee with access to the confidential information of the Company and its Affiliatesaffiliates, or shall provide Recipient Employee the opportunity to develop business goodwill good will inuring to the benefit of the Company and its Affiliatesaffiliates, or shall entrust business opportunities to RecipientEmployee. Recipient Employee has agreed, and hereby agrees, as specified in more detail in the Employment Agreement and/or the Employee's Invention and Non-Disclosure AgreementAgreement with the Company, to maintain the confidentiality of the Company's and its Affiliatesit's affiliates' information and to exercise the highest measures of fidelity and loyalty in the protection and preservation of the Company's and its Affiliatesit's affiliates' goodwill and business opportunities. As part of the consideration for the Restricted Stock Units, Option granted to Employee hereunder; to protect the Company's and its Affiliatesit's affiliates' confidential information, the business goodwill good will of the Company and its Affiliates affiliates that has been and will in the future be developed in RecipientEmployee, and or the business opportunities that have been and will in the future be disclosed or entrusted to Recipient Employee by the Company and its Affiliates, affiliates; and as an additional incentive for the Company and Recipient Employee to enter into this Agreement, the Company and Recipient Employee agree that if, if Employee during the term 12 months following the termination of RecipientEmployee's employment with the Company in any geographic area or market where the Company or any of its Affiliates affiliates are conducting business as of the date of termination of the employment relationship or within a 12-month period have during the previous 12 months conducted such business: (a) engages in any business competitive with the business conducted by the Company or any of its affiliates; or (b) renders advice or services to, or otherwise assists, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with the business conducted by the Company or any of its affiliates with respect to such longer period, if any, as required for non-competition competitive business; or (c) directly or indirectly solicits or accepts business competitive with the business conducted by Recipient under the terms Company or any of its affiliates from any customers or prospects of the Company or any of its affiliates; or (d) induces any employee of the Company or any of its affiliates to terminate his or her Employment Agreement) following the date upon which Recipient terminates employment with the Company (the "Restrictive Period"), Recipient fails for or any reason to comply with any of the restrictive covenants set forth such affiliate or hires or assists in the Employment Agreement (as in effect on the original effective date hiring of the Employment Agreement)any such employee by any person, then (i) this Option shall immediately terminate and cease to be exercisable and (ii) the Company shall be entitled to recover from RecipientEmployee, and Recipient Employee shall pay to the Company, an amount of money equal to A multiplied by B, where A equals the value (determined as amount of the date gain, if any, that Employee received from the Forfeiture Restrictions lapse) exercise of the Restricted Stock Units with respect to which the Forfeiture Restrictions lapse this Option during the one-period beginning on the date that is one year period preceding (and including) before the date of RecipientEmployee's termination of employment with the Company and its Affiliatesending on the date this Option terminates and ceases to be exercisable as provided herein, and B equals the fraction X divided by Y, where X equals the number of days in the Restrictive Period 365 minus the number of consecutive days following RecipientEmployee's termination of employment with the Company and its Affiliates during which Recipient Employee remained in compliance with the restrictive covenants set forth in the Employment Agreementthis Paragraph 7, and Y equals the number of days in the Restrictive Period365. If any of the restrictions set forth in this Section Paragraph 7 are found by a court to be unreasonable, or overly broad in any manneras to geographic area or time, or otherwise unenforceable, the parties hereto intend for such restrictions to be modified by the court so as to be reasonable and enforceable and, as so modified, to be fully enforced.

Obligations Upon Termination of Employment. In connection with Recipient's employment by the Company and its Affiliates, the Company or an Affiliate shall provide Recipient with access to the confidential information of the Company and its Affiliates, or shall provide Recipient the opportunity to develop business goodwill inuring to the benefit of the Company and its Affiliates, or shall entrust business opportunities to Recipient. Recipient has agreed, and hereby agrees, as specified in more detail in the Employment Agreement and/or the Invention and Non-Disclosure Agreement, to maintain the confidentiality of the Company's and its Affiliates' information and to exercise the highest measures of fidelity and loyalty in the protection and preservation of the Company's and its Affiliates' goodwill and business opportunities. As part of the consideration for the Restricted Stock Units, to protect the Company's and its Affiliates' confidential information, the business goodwill of the Company and its Affiliates that has been and will in the future be developed in Recipient, and the business opportunities that have been and will in the future be disclosed or entrusted to Recipient by the Company and its Affiliates, and as an additional incentive for the Company and Recipient to enter into this Agreement, the Company and Recipient agree that if(a) If, during the term Employment Period and prior to a Change of RecipientControl (as defined below) (i) the Company shall terminate Employee's employment with for any reason (other than for Cause pursuant to Section 1.4 of this Agreement), or (ii) Employee shall voluntarily terminate his employment for Good Reason (as defined below), then Employee shall be entitled to receive severance compensation equal to the Company or its Affiliates or within a 12-month period sum of (or such longer period, if any, as required for non-competition by Recipient under the terms A) continuance of his or her Base Salary and Deemed Bonus (as defined) for a period of two years commencing on the last day of the Employment Agreement) following the date upon which Recipient terminates employment with the Company Period (the "Restrictive Severance Period"), Recipient fails (B) (1) if permitted under Company's group health, life and disability insurance coverage ("Insurance Coverage"), continuation at the cost of Company of Employee's and Employee's dependents' coverage thereunder (subject to such changes in coverage as shall apply to Company's employees generally) or (2) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, until the end of the Severance Period or until comparable employment is obtained, whichever occurs first, and (C) his pro rated bonus, as determined by the Compensation Committee in its good faith judgment, for the portion of any fiscal year prior to the termination date ((A), (B) and (C) collectively, the "Severance Benefits"). The Severance Benefits payable under (A) and (B) (2) above shall be paid in equal installments on the Company's normal payroll payment dates occurring during the Severance Period; the Severance Benefit payable under (C) above shall be paid in a lump sum not later than 30 days following the last day of the Employment Period. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance satisfactory to the Company, which agreement shall, among other things, contain (X) a general release by Employee of all claims arising out of Employee's employment or termination of employment, (Y) a covenant by Employee to cooperate with the Company in prosecuting or defending any litigation involving third parties and (Z) a covenant by Employee not to disparage the Company, and (ii) Employee shall be in compliance with all of Employee's obligations which survive termination hereof, including without limitation those arising under Sections 3 and 4 hereof. The Severance Benefits are intended to be in lieu of all other payments to which Employee might otherwise be entitled in respect of termination of Employee's employment without Cause. Employee shall not be required to seek other employment during the Severance Period. In addition to the payment of Severance Benefits, all options to purchase Company stock granted to Employee prior to the date of (i) the termination of Employee by the Company without Cause, (ii) Employee's voluntary termination of his employment for Good Reason or (iii) Employee's death or Disability shall vest and become exercisable on the date of such event and for a period of one year thereafter. Except as expressly provided above, no fringe or other employee benefits shall be payable during or after the Severance Period. (b) If, during the Employment Period and following a Change of Control, (i) the Company shall terminate Employee's employment for any reason (other than for Cause pursuant to comply with any Section 1.4 of the restrictive covenants set forth in the Employment Agreement (as in effect on the original effective date of the Employment this Agreement), then the Company or (ii) Employee shall voluntarily terminate his employment for Good Reason, Employee shall be entitled to recover receive the same Severance Benefits as are provided for in Section 2.4(a) above, subject to all of the terms and conditions set forth in said section, except that the Severance Benefits payable under (A) of said section shall be paid in a lump sum not later than 30 days following the last day of the Employment Period. (c) For purposes of this Agreement, "Good Reason" shall mean, so long as Employee has not been guilty of the conduct giving rise to the right to terminate Employee for Cause, (i) the failure to elect Employee to the office of Vice-President and Chief Accounting Officer of the Company (or a comparable or superior office), the removal of Employee from Recipientsuch position or the assignment to Employee of any additional duties or responsibilities or a reduction in Employee's duties or responsibilities which, in either case, are inconsistent with those customarily associated with such position, or an adverse change in the Employee's reporting lines; (ii) the Company's requiring Employee to have his primary office at any location other than the Chicago, Illinois area, except for travel reasonably required in the performance of Employee's duties; (iii) any material decrease in the Employee's salary or incentive bonus opportunities; (iv) a material breach of this Agreement by the Company if (A) written notice is delivered to the Company describing such breach and Recipient shall pay (B) the Company has failed to cure or take substantial steps to cure such breach after a reasonable period of time (not to be less than 30 days); and (v) the termination by the Company of any employee benefit plan in which the Employee is participating unless (A) such plan is terminated as to all senior executives of the Company, an amount of money equal to A multiplied by and (B, where A equals ) the value (determined as of the date the Forfeiture Restrictions lapseremaining compensation and benefits offered to Employee (including any compensation and benefits offered in lieu of such plan) of the Restricted Stock Units with respect is not less than prior to which the Forfeiture Restrictions lapse during the one-year period preceding (and including) the date of Recipient's termination of employment with the Company and its Affiliates, and B equals the fraction X divided by Y, where X equals the number of days in the Restrictive Period minus the number of consecutive days following Recipient's termination of employment with the Company and its Affiliates during which Recipient remained in compliance with the restrictive covenants set forth in the Employment Agreement, and Y equals the number of days in the Restrictive Period. If any of the restrictions set forth in this Section are found by a court to be unreasonable, or overly broad in any manner, or otherwise unenforceable, the parties hereto intend for such restrictions to be modified by the court so as to be reasonable and enforceable and, as so modified, to be fully enforcedtermination.