Common use of Resignation for Good Reason prior to a Change in Control Clause in Contracts

Resignation for Good Reason prior to a Change in Control. In the event the Executive resigns for Good Reason during the Term and prior to a Change in Control, the Executive shall be entitled to the following, subject to Section 8(g): (i) Base Salary earned and payable through the Employment Termination Date; (ii) an amount equal to one times the Executive’s annual Base Salary, as in effect on the Termination Notice, to be paid in a lump sum as soon as administratively feasible after the Employment Termination Date, but in no event later than two and one-half months after the Employment Termination Date; (iii) any unpaid Cash Bonus earned and accrued with respect to any calendar year preceding the Termination Notice and payable when bonuses for such year are paid to other Company executives, subject to the terms or requirements of such bonus as may be established by the Board or Compensation Committee; (iv) any Cash Bonus earned and accrued with respect to the year in which the Termination Notice occurs, pro rated for the period from the January 1 of such year through the Termination Notice and payable when bonuses for such year are paid to other Company executives, subject to the terms or requirements of such bonus as may be established by the Board or Compensation Committee; (v) any amounts earned, accrued or owing to the Executive but not yet paid under Section 7; and (vi) except as provided in Section 8(g) below, any payment and benefit in accordance with the applicable plans and programs of the Company.

Resignation for Good Reason prior to a Change in Control. In the event the Executive resigns for Good Reason during the Term and prior to a Change in Control, the Executive shall be entitled to the following, subject to Section 8(g9(g): (i) Base Salary earned and payable through the Employment Termination Date; (ii) an amount equal to one times the Executive’s annual Base Salary, as in effect on the Termination Notice, to be paid in a lump sum as soon as administratively feasible after the Employment Termination Date, but in no event later than two and one-half months after the Employment Termination Date; (iii) any unpaid Cash Bonus earned and accrued with respect to any calendar year preceding the Termination Notice and payable when bonuses for such year are paid to other Company executives, subject to the terms or requirements of such bonus as may be established by the Board or Compensation Committee; (iv) any Cash Bonus earned and accrued with respect to the year in which the Termination Notice occurs, pro rated for the period from the January 1 of such year through the Termination Notice and payable when bonuses for such year are paid to other Company executives, subject to the terms or requirements of such bonus as may be established by the Board or Compensation Committee; (v) any amounts earned, accrued or owing to the Executive but not yet paid under Section 78; and (vi) except as provided in Section 8(g9(g) below, any payment and benefit in accordance with the applicable plans and programs of the Company.

Resignation for Good Reason prior to a Change in Control. In the event the Executive resigns for Good Reason during the Initial Term and prior to a Change in Control, the Executive shall be entitled to the following, subject to Section 8(g9(g): (i) Base Salary earned and payable through the Employment Termination Date; (ii) an amount equal to one times the Executive’s annual Base Salary, as in effect on the Termination NoticeDate of Termination, to be paid in a lump sum as soon as administratively feasible after the Employment Termination Date, but in no event later than two and one-half months after the Employment Termination Date; (iii) any unpaid Cash Bonus earned and accrued with respect to any calendar year preceding the Date of Termination Notice and payable when bonuses for such year are paid to other Company executives, subject to the terms or requirements of such bonus as may be established by the Board or Compensation Committee; (iv) any Cash Bonus earned and accrued with respect to the year in which the Date of Termination Notice occurs, pro rated for the period from the January 1 of such year through the Date of Termination Notice and payable when bonuses for such year are paid to other Company executives, subject to the terms or requirements of such bonus as may be established by the Board or Compensation Committee; (v) any amounts earned, accrued or owing to the Executive but not yet paid under Section 78; and (vi) except as provided in Section 8(g9(g) below, any payment and benefit in accordance with the applicable plans and programs of the Company.