Common use of Obligations Upon Termination of Employment Clause in Contracts

Obligations Upon Termination of Employment. (a) If, during the Employment Period and prior to a Change of Control (as defined below) (i) the Company shall terminate Employee's employment for any reason (other than for Cause pursuant to Section 1.4 of this Agreement), or (ii) Employee shall voluntarily terminate her employment for Good Reason (as defined below), then Employee shall be entitled to receive severance compensation equal to the sum of (A) continuance of her Base Salary and Deemed Bonus (as defined) for a period of two years commencing on the last day of the Employment Period (the "Severance Period"), (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) her 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 her 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 Section 1.4 of this Agreement), or (ii) Employee shall voluntarily terminate her employment for Good Reason, Employee shall be entitled to 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 Executive Vice-President and Chief Financial Officer of the Company (or a comparable or superior office), the removal of Employee from such 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 her 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 (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); (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, and (B) the value of the remaining compensation and benefits offered to Employee (including any compensation and benefits offered in lieu of such plan) is not less than prior to such termination; and (vi) the failure to elect Employee to, or the removal of Employee from, the Board.

Obligations Upon Termination of Employment. (a) If, Section 3.1 Termination of Employment by the Company without Cause or by the Executive for Good Reason. If during the Employment Period and prior to a Change of Control (as defined below) (i) the Company shall terminate Employee's employment for any reason (other than for Cause pursuant to Section 1.4 term of this Agreement), the employment of the Executive is terminated by the Company without Cause or (ii) Employee shall voluntarily terminate her employment is terminated by the Executive for Good Reason (as defined below)Reason, then Employee the Executive shall be entitled to receive severance compensation the following, in addition to the sums payable in accordance with Section 3.3: (a) An amount equal to three times the sum of (A1) continuance the Executive’s base salary at the rate in effect on the Date of her Base Salary Termination and Deemed Bonus (2) the average of the annual bonuses earned by the Executive, inclusive of the bonus bank, with respect to the three full fiscal years that immediately preceded the year in which the Date of Termination occurs under the Company’s annual bonus plan, which payment is intended to constitute a short-term deferral under Section 409A of the Internal Revenue Code of 1986, as definedamended, and the regulations thereunder (“Section 409A”). The Company shall pay such amounts in a lump sum on the eighth day following the Executive’s execution of the Waiver and Release in the form attached as Exhibit A. (b) For a period of 18 months following the Date of Termination, the Company shall continue to provide group life insurance, long-term disability insurance and health insurance benefits (collectively, the “Group Benefits”) to the Executive commensurate with those received by the Executive immediately prior to the Date of Termination or, alternatively, the Company shall compensate the Executive for the out-of-pocket costs incurred by the Executive to obtain commensurate benefits, including a gross-up payment to the Executive for the income tax consequences of such reimbursements (but not a gross-up for any other purpose); provided, however, that if the Executive is provided some or all of his Group Benefits by a subsequent employer, the Company’s obligation hereunder shall be limited to the obligation to make up any shortfall, if and to the extent the benefits provided by the subsequent employer are less favorable than those provided by the Company, and provided further, that Executive shall submit all benefit claims and requests for reimbursement hereunder in a timely manner in order that all payments due under this Section 3.1(b) may be made no later than the end of the calendar year following the year in which the expense was incurred, after which time no payments shall be made. Any gross-up payment made hereunder shall be made no later than the end of the calendar year following the calendar year in which Executive remits the related taxes to the applicable taxing authorities. (c) Continuation coverage under the Company’s plan(s) in accordance with and pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and the Company’s group health plan(s), under the same terms and conditions applicable to other Company employees, for amounts incurred within 18 months following the Date of Termination. (d) Any stock options or restricted stock granted to the Executive by the Company that are not then vested shall become fully vested. To the extent this Section 3.1(d) changes the terms of stock options or restricted stock held by the Executive now or in the future in a manner that is beneficial to the Executive, this Section 3.1(d) shall be deemed to be an amendment to the agreement between the Company and the Executive setting forth the terms of such awards and shall form a part of such agreement. (e) The Company at its cost, and up to a maximum of $25,000, shall provide to the Executive outplacement assistance by a reputable firm specializing in such services for the period beginning with the Date of Termination and for a period of two years commencing on 18 months following the Date of Termination; provided that all such payments by the Company for such services shall be made no later than the last day of the Employment Period calendar year following the year in which the cost for the outplacement services was incurred. (f) Any positive balance in the "Severance Period"), (B) (1) if permitted under Company's group health, life and disability insurance coverage ("Insurance Coverage"), continuation Executive’s bonus bank at the cost Date of Company of Employee's and Employee's dependents' coverage thereunder (subject to such changes in coverage as Termination shall apply to Company's employees generally) or (2) if not so permitted, reimbursement be paid 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) her 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 Executive in a lump sum not later than 30 days on the eighth day following the last day Executive’s execution of the Employment Period. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute Waiver 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 her 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 Section 1.4 of this Agreement), or (ii) Employee shall voluntarily terminate her employment for Good Reason, Employee shall be entitled to 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 Executive Vice-President and Chief Financial Officer of the Company (or a comparable or superior office), the removal of Employee from such 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 Release in the Employee's reporting lines; (ii) the Company's requiring Employee to have her 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 (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); (v) the termination by the Company of any employee benefit plan in which the Employee is participating unless (A) such plan is terminated form attached as to all senior executives of the Company, and (B) the value of the remaining compensation and benefits offered to Employee (including any compensation and benefits offered in lieu of such plan) is not less than prior to such termination; and (vi) the failure to elect Employee to, or the removal of Employee from, the Board.Exhibit A.

Obligations Upon Termination of Employment. (a) If, during the Employment Period and prior to a Change of Control (as defined below) (i) the Company shall terminate Employee's employment for any reason (other than for Cause pursuant to Section 1.4 of this Agreement), or (ii) Employee shall voluntarily terminate her his employment for Good Reason (as defined below), then Employee shall be entitled to receive severance compensation equal to the sum of (A) continuance of her his Base Salary and Deemed Bonus (as defined) for a period of two years commencing on the last day of the Employment Period (the "Severance Period"), (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) her 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 her 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 Section 1.4 of this Agreement), or (ii) Employee shall voluntarily terminate her his employment for Good Reason, Employee shall be entitled to 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 Executive Vice-President and Chief Financial Executive Officer of the Company (or a comparable or superior office), the removal of Employee from such 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 her his primary office at any location other than the Chicago, Illinois areaor Minneapolis, Minnesota areas, 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 (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, and (B) the value of the remaining compensation and benefits offered to Employee (including any compensation and benefits offered in lieu of such plan) is not less than prior to such termination; and (vi) the failure to elect Employee to, or the removal of Employee from, the Board.

Obligations Upon Termination of Employment. (a) If, during the Employment Period and prior to a Change of Control (as defined below) (i) the Company shall terminate Employee's employment for any reason (other than for Cause pursuant to Section 1.4 of this Agreement), or (ii) Employee shall voluntarily terminate her his employment for Good Reason (as defined below), then Employee shall be entitled to receive severance compensation equal to the sum of (A) continuance of her his Base Salary and Deemed Bonus (as defined) for a period of two years commencing on the last day of the Employment Period (the "Severance Period"), (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) her 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 her 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 Section 1.4 of this Agreement), or (ii) Employee shall voluntarily terminate her his employment for Good Reason, Employee shall be entitled to 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 Executive Vice-President and Chief Financial Integration Officer of the Company (or a comparable or superior office), the removal of Employee from such 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 her his primary office at any location other than the Chicago, Illinois areaor Indianapolis, Indiana areas, 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 (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, and (B) the value of the remaining compensation and benefits offered to Employee (including any compensation and benefits offered in lieu of such plan) is not less than prior to such termination; and (vi) the failure to elect Employee to, or the removal of Employee from, the Board.