Common use of Payment on Termination Without Cause or for Good Reason Clause in Contracts

Payment on Termination Without Cause or for Good Reason. Subject to the Executive’s continuing compliance with the covenants contained in Article IV of this Agreement (the “Covenants”) and the execution by the Executive of a customary binding general waiver and release of claims (the “Release”), in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, then the Executive, or the Executive’s estate in the event of his death, shall be entitled to receive the following less any required withholdings: (a) payment of any earned, but unpaid salary accrued through and including the date of termination; (b) payment of (i) any earned but unpaid annual bonus from a previous calendar year and (ii) any earned but unpaid amounts that may be paid under any Company long-term incentive plans to be paid according to the terms of such plans; (c) lump-sum payment of (i) the Executive’s target annual bonus amounts pursuant to Section 2.1(b), pro-rated based on the actual number of days elapsed in the year in which the Executive’s termination takes place; and (ii) two (2) times the target annual bonus amount, such payments to be made in a lump sum subject to federal, state and applicable withholding taxes and payments; (d) lump-sum payment of two (2) times his most recent annual base salary; (e) payment of accrued, but unused, vacation time; (f) reimbursement of any unreimbursed business expenses, or automobile expenses incurred prior to the date of termination; (g) for twenty-four (24) months (the “Post Termination Benefit Period”), the Company shall continue to provide, at its sole cost and expense, the Executive and his eligible dependents with all benefit plans and other fringe benefits, as set forth below, that were being provided to the Executive immediately prior to his termination of employment upon the same terms and conditions as provided to other senior executives:

Payment on Termination Without Cause or for Good Reason. Subject to the Executive’s continuing compliance with the covenants contained in Article IV of this Agreement (the “Covenants”) and the execution by the Executive of a customary binding general waiver and release of claims (the “Release”), in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, then the Executive, or the Executive’s estate in the event of his death, shall be entitled to receive the following less any required withholdings: (a) payment of any earned, but unpaid salary accrued through and including the date of termination; (b) payment of (i) any earned but unpaid annual bonus from a previous calendar year and (ii) any earned but unpaid amounts that may be paid under any Company long-term incentive plans to be paid according to the terms of such plans; (c) lump-sum payment of (i) the Executive’s target annual bonus amounts pursuant to Section 2.1(b), two hundred twenty-five thousand dollars ($225,000) pro-rated based on the actual number of days elapsed in the year in which the Executive’s termination takes place; and , plus (ii) two four hundred fifty thousand dollars (2) times the target annual bonus amount$450,000), with such payments payment to be made in a lump sum subject to federal, state and applicable withholding taxes and payments; (d) lump-sum payment of two (2) times his most recent annual base salary; (e) payment of accrued, but unused, vacation time; (f) reimbursement of any unreimbursed business expenses, or automobile expenses incurred prior to the date of termination; (g) for twenty-four eighteen (2418) months (the “Post Termination Benefit Period”), the Company shall continue to provide, at its sole cost and expense, the Executive and his eligible dependents with all benefit plans and other fringe benefits, as set forth below, that were being provided to the Executive immediately prior to his termination of employment upon the same terms and conditions as provided to other senior executives:

Payment on Termination Without Cause or for Good Reason. Subject to the Executive’s continuing compliance with the covenants contained in Article IV of this Agreement (the “Covenants”) and the execution by the Executive of a customary binding general waiver and release of claims (the “Release”), in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, then the Executive, or the Executive’s estate in the event of his death, shall be entitled to receive the following less any required withholdings: (a) payment of any earned, but unpaid salary accrued through and including the date of termination; (b) payment of (i) any earned but unpaid annual bonus from a previous calendar year and (ii) any earned but unpaid amounts that may be paid under any Company long-term incentive plans to be paid according to the terms of such plans; (c) lump-sum payment of (i) the Executive’s target annual bonus amounts pursuant to Section 2.1(b), three hundred twenty thousand dollars ($320,000) pro-rated based on the actual number of days elapsed in the year in which the Executive’s termination takes place; and , plus (ii) two six hundred forty thousand dollars (2) times the target annual bonus amount$640,000), with such payments payment to be made in a lump sum subject to federal, state and applicable withholding taxes and payments; (d) lump-sum payment of two (2) times his most recent annual base salary; (e) payment of accrued, but unused, vacation time; (f) reimbursement of any unreimbursed business expenses, or automobile expenses incurred prior to the date of termination; (g) for twenty-four eighteen (2418) months (the “Post Termination Benefit Period”), the Company shall continue to provide, at its sole cost and expense, the Executive and his eligible dependents with all benefit plans and other fringe benefits, as set forth below, that were being provided to the Executive immediately prior to his termination of employment upon the same terms and conditions as provided to other senior executives:

Payment on Termination Without Cause or for Good Reason. Subject to the Executive’s continuing compliance with the covenants contained in Article IV of this Agreement (the “Covenants”) and the execution by the Executive of a customary binding general waiver and release of claims (the “Release”), in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, then the Executive, or the Executive’s estate in the event of his death, shall be entitled to receive the following less any required withholdings: (a) payment of any earned, but unpaid salary accrued through and including the date of termination; (b) payment of (i) any earned but unpaid annual bonus from a previous calendar year and (ii) any earned but unpaid amounts that may be paid under any Company long-term incentive plans to be paid according to the terms of such plans; (c) lump-sum payment of (i) the Executive’s target annual bonus amounts pursuant to Section 2.1(b), two hundred thousand dollars ($200,000) pro-rated based on the actual number of days elapsed in the year in which the Executive’s termination takes place; and , plus (ii) two four hundred thousand dollars (2) times the target annual bonus amount$400,000), with such payments payment to be made in a lump sum subject to federal, state and applicable withholding taxes and payments; (d) lump-sum payment of two (2) times his most recent annual base salary; (e) payment of accrued, but unused, vacation time; (f) reimbursement of any unreimbursed business expenses, or automobile expenses incurred prior to the date of termination; (g) for twenty-four eighteen (2418) months (the “Post Termination Benefit Period”), the Company shall continue to provide, at its sole cost and expense, the Executive and his eligible dependents with all benefit plans and other fringe benefits, as set forth below, that were being provided to the Executive immediately prior to his termination of employment upon the same terms and conditions as provided to other senior executives:

Payment on Termination Without Cause or for Good Reason. Subject to the Executive’s continuing compliance with the covenants contained in Article IV of this Agreement (the “Covenants”) and the execution by the Executive of a customary binding general waiver and release of claims (the “Release”), in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good ReasonReason other than for Good Reason as defined in Section 3.1(c)(iii), then the Executive, or the Executive’s estate in the event of his death, Executive shall be entitled to receive the following less any required withholdingswithholdings following the effective date of the Release referenced below: (a) payment of any earned, but unpaid salary accrued through and including the date of termination; (b) a severance payment in the amount of one (i1) any earned but unpaid annual bonus from a previous calendar year and (ii) any earned but unpaid amounts that may be of base salary, paid under any Company long-term incentive plans to be paid according to the terms of such planson Company’s normal payroll dates; (c) lump-sum payment reimbursement for the total cost of continuation of health coverage (imedical, dental, vision) the pursuant to Executive’s target annual bonus amounts pursuant to Section 2.1(belection under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), pro-rated based on ceasing at the actual number earlier of days elapsed in the end of the one year in which the Executive’s termination takes place; and (ii) two (2) times the target annual bonus amountseverance period, such payments to be made in or upon Executive becoming eligible for coverage under a lump sum subject to federalhealth, state and applicable withholding taxes and paymentsdental or vision insurance plan of a subsequent employer; (d) lump-sum payment of two (2) times his most recent annual base salary; (e) payment of accrued, but unused, vacation time; (e) payment of any earned but unpaid bonus amount; and (f) reimbursement of any unreimbursed business expenses, or automobile expenses incurred prior to the date of termination. In the event that the Executive’s employment is terminated by the Executive for Good Reason as defined in Section 3.1(c)(iii) (in connection with a “change in control event” within the meaning of Section 409A of the Code), then the Executive shall be entitled to receive the following less any required withholdings following the effective date of the Release referenced below: (a) payment of a lump sum cash payment equal to two (2) times the full amount of the Executive’s target bonus (as determined by the Company’s Officers’ Performance Compensation Plan, Management incentive program or similar plan, as the case may be) for the fiscal year of the Company in which the termination occurs within thirty (30) calendar days after the date on which the termination occurs; (gb) payment of a lump sum cash payment equal to two (2) times the Executive’s annual base salary at the rate in effect immediately prior to the termination within thirty (30) calendar days after the date on which the termination occurs; (c) payment of accrued, but unused, vacation time; (d) reimbursement of any unreimbursed business expenses incurred prior to the date of termination; and (e) reimbursement for twenty-four the total cost of continuation of health coverage (24medical, dental, vision) months pursuant to Executive’s election under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (the “Post Termination Benefit PeriodCOBRA”), ceasing at the earlier of the end of the eighteen (18) month COBRA period, or upon Executive becoming eligible for coverage under a health, dental or vision insurance plan of a subsequent employer. Payment of severance referenced in Section 3.3(b) above is conditional upon Executive executing and delivering to the Company, and not revoking it, a general release of all claims Executive may have against the Company shall continue and its owners, directors, and employees in a form reasonably satisfactory to provide, at its sole cost and expense, the Executive and his eligible dependents consistent with all benefit plans and other fringe benefits, as set forth below, releases that were being provided the Company has previously asked other executives of the Company to the Executive immediately prior to his sign in connection with receiving payments upon termination of employment upon (“Release”), at the same terms time required by the Company and conditions as provided is subject to other senior executives:Executive’s continuing compliance with the covenants contained in Article IV of this Agreement. Such Release must be executed and become non-revocable within 60 days of the date of termination. Severance shall be paid or commence to be paid within 60 days of the date of termination, following the effectiveness of the Release, but if such 60-day period begins in one calendar year and ends in the following calendar year, severance shall be paid or commence to be paid in the second calendar year.

Payment on Termination Without Cause or for Good Reason. Subject to the Executive’s continuing compliance with the covenants contained in Article IV of this Agreement (the “Covenants”) and the execution by the Executive of a customary binding general waiver and release of claims (the “Release”), in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, then the Executive, or the Executive’s estate in the event of his death, shall be entitled to receive the following less any required withholdings: (a) payment of any earned, but unpaid salary accrued through and including the date of termination; (b) payment of (i) any earned but unpaid annual bonus from a previous calendar year and (ii) any earned but unpaid amounts that may be paid under any Company long-term incentive plans to be paid according to the terms of such plans; (c) lump-sum payment of (i) the Executive’s target annual bonus amounts pursuant to Section 2.1(b), five hundred seventy-five thousand dollars ($575,000) pro-rated based on the actual number of days elapsed in the year in which the Executive’s termination takes place; and , plus (ii) two one million one hundred fifty thousand dollars (2) times the target annual bonus amount$1,150,000), with such payments payment to be made in a lump sum subject to federal, state and applicable withholding taxes and payments; (d) lump-sum payment of two (2) times his most recent annual base salary; (e) payment of accrued, but unused, vacation time; (f) reimbursement of any unreimbursed business expenses, or automobile expenses incurred prior to the date of termination; (g) for twenty-four eighteen (2418) months (the “Post Termination Benefit Period”), the Company shall continue to provide, at its sole cost and expense, the Executive and his eligible dependents with all benefit plans and other fringe benefits, as set forth below, that were being provided to the Executive immediately prior to his termination of employment upon the same terms and conditions as provided to other senior executives:

Payment on Termination Without Cause or for Good Reason. Subject to the Executive’s continuing compliance with the covenants contained in Article IV of this Agreement (the “Covenants”) and the execution by the Executive of a customary binding general waiver and release of claims (the “Release”), in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, then the Executive, or the Executive’s estate in the event of his death, shall be entitled to receive the following less any required withholdings: (a) payment of any earned, but unpaid salary accrued through and including the date of termination; (b) payment of (i) any earned but unpaid annual bonus from a previous calendar year and (ii) any earned but unpaid amounts that may be paid under any Company long-term incentive plans to be paid according to the terms of such plans; (c) lump-sum payment of (i) the Executive’s target annual bonus amounts pursuant to Section 2.1(b), five hundred fifty-eight thousand eight hundred dollars ($558,800) pro-rated based on the actual number of days elapsed in the year in which the Executive’s termination takes place; and , plus (ii) two one million one hundred seventeen thousand six hundred dollars (2) times the target annual bonus amount$1,117,600), with such payments payment to be made in a lump sum subject to federal, state and applicable withholding taxes and payments; (d) lump-sum payment of two (2) times his most recent annual base salary; (e) payment of accrued, but unused, vacation time; (f) reimbursement of any unreimbursed business expenses, or automobile expenses incurred prior to the date of termination; (g) for twenty-four eighteen (2418) months (the “Post Termination Benefit Period”), the Company shall continue to provide, at its sole cost and expense, the Executive and his eligible dependents with all benefit plans and other fringe benefits, as set forth below, that were being provided to the Executive immediately prior to his termination of employment upon the same terms and conditions as provided to other senior executives:

Payment on Termination Without Cause or for Good Reason. Subject to the Executive’s continuing compliance with the covenants contained in Article IV of this Agreement (the “Covenants”) and the execution by the Executive of a customary binding general waiver and release of claims (the “Release”), in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, then the Executive, or the Executive’s estate in the event of his death, shall be entitled to receive the following less any required withholdings: (a) payment of any earned, but unpaid salary accrued through and including the date of termination; (b) payment of (i) any earned but unpaid annual bonus from a previous calendar year and (ii) any earned but unpaid amounts that may be paid under any Company long-term incentive plans to be paid according to the terms of such plans; (c) lump-sum payment of (i) the Executive’s target annual bonus amounts pursuant to Section 2.1(b), three hundred thousand dollars ($300,000) pro-rated based on the actual number of days elapsed in the year in which the Executive’s termination takes place; and , plus (ii) two six hundred thousand dollars (2) times the target annual bonus amount$600,000), with such payments payment to be made in a lump sum subject to federal, state and applicable withholding taxes and payments; (d) lump-sum payment of two (2) times his most recent annual base salary; (e) payment of accrued, but unused, vacation time; (f) reimbursement of any unreimbursed business expenses, or automobile expenses incurred prior to the date of termination; (g) for twenty-four eighteen (2418) months (the “Post Termination Benefit Period”), the Company shall continue to provide, at its sole cost and expense, the Executive and his eligible dependents with all benefit plans and other fringe benefits, as set forth below, that were being provided to the Executive immediately prior to his termination of employment upon the same terms and conditions as provided to other senior executives:

Payment on Termination Without Cause or for Good Reason. Subject to the Executive’s continuing compliance with the covenants contained in Article IV of this Agreement (the “Covenants”) and the execution by the Executive of a customary binding general waiver and release of claims (the “Release”), in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, then the Executive, or the Executive’s estate in the event of his death, shall be entitled to receive the following less any required withholdings: (a) payment of any earned, but unpaid salary accrued through and including the date of termination; (b) payment of (i) any earned but unpaid annual bonus from a previous calendar year and (ii) any earned but unpaid amounts that may be paid under any Company long-term incentive plans to be paid according to the terms of such plans; (c) lump-sum payment of (i) the Executive’s target annual bonus amounts pursuant to Section 2.1(b), two hundred thirty-five thousand dollars ($235,000) pro-rated based on the actual number of days elapsed in the year in which the Executive’s termination takes place; and , plus (ii) two four hundred seventy thousand dollars (2) times the target annual bonus amount$470,000), with such payments payment to be made in a lump sum subject to federal, state and applicable withholding taxes and payments; (d) lump-sum payment of two (2) times his most recent annual base salary; (e) payment of accrued, but unused, vacation time; (f) reimbursement of any unreimbursed business expenses, or automobile expenses incurred prior to the date of termination; (g) for twenty-four eighteen (2418) months (the “Post Termination Benefit Period”), the Company shall continue to provide, at its sole cost and expense, the Executive and his eligible dependents with all benefit plans and other fringe benefits, as set forth below, that were being provided to the Executive immediately prior to his termination of employment upon the same terms and conditions as provided to other senior executives:

Payment on Termination Without Cause or for Good Reason. Subject to the Executive’s continuing compliance with the covenants contained in Article IV of this Agreement (the “Covenants”) and the execution by the Executive of a customary binding general waiver and release of claims (the “Release”), in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, then the Executive, or the Executive’s estate in the event of his death, shall be entitled to receive the following less any required withholdings: (a) payment of any earned, but unpaid salary accrued through and including the date of termination; (b) payment of (i) any earned but unpaid annual bonus from a previous calendar year and (ii) any earned but unpaid amounts that may be paid under any Company long-term incentive plans to be paid according to the terms of such plans; (c) lump-sum payment of (i) the Executive’s target annual bonus amounts pursuant to Section 2.1(b), two hundred fifty-five thousand dollars ($255,000) pro-rated based on the actual number of days elapsed in the year in which the Executive’s termination takes place; and , plus (ii) two five hundred ten thousand dollars (2) times the target annual bonus amount$510,000), with such payments payment to be made in a lump sum subject to federal, state and applicable withholding taxes and payments; (d) lump-sum payment of two (2) times his most recent annual base salary; (e) payment of accrued, but unused, vacation time; (f) reimbursement of any unreimbursed business expenses, or automobile expenses incurred prior to the date of termination; (g) for twenty-four eighteen (2418) months (the “Post Termination Benefit Period”), the Company shall continue to provide, at its sole cost and expense, the Executive and his eligible dependents with all benefit plans and other fringe benefits, as set forth below, that were being provided to the Executive immediately prior to his termination of employment upon the same terms and conditions as provided to other senior executives: