Common use of Termination by Company other than for Cause Clause in Contracts

Termination by Company other than for Cause. Company may, at any time, terminate Executive’s employment hereunder without Cause by delivering a written notice of termination. If Company shall terminate Executive’s employment hereunder other than for (x) Cause, (y) death or (z) Disability, then Executive shall have no right to receive any compensation or benefit hereunder or otherwise from any member of the Company Group on and after the effective date of termination of employment other than (1) Base Salary payments for six (6) months, to the extent unpaid at the date of termination and paid in accordance with Company’s scheduled payroll practices, (2) business expense reimbursement pursuant to Section 7, and (3) continued coverage, at no cost to Executive or his then covered dependents, under Company’s health and insurance programs for three (3) months; provided, however, that (a) if such continued coverage is not permitted under the terms of such plans, then Company shall provide Executive and his dependents substantially similar coverage and (b) if Executive becomes eligible for health and insurance coverage from a new company (and any benefits received by or made available to Executive shall be reported by Executive to Company), then Company’s obligations pursuant to this clause (3) shall cease. The payments and benefits to be provided pursuant to this Section 16 upon termination of Executive’s employment shall constitute the exclusive payments in the nature of severance, termination pay or salary continuation which shall be due to the Executive and shall be in lieu of any other such payments or benefits under any plan, program, policy or arrangement which has heretofore been or shall hereafter be established by any member of the Company Group. With respect to the Base Salary payments identified in clause (1) above, Executive shall have a duty to reasonably mitigate damages following termination pursuant to this Section 16. The amount of any Base Salary payment provided for under this Section 16 shall be reduced by any compensation earned by Executive within six (6) months of Executive’s termination date with Company. Executive agrees to immediately advise Company in writing of (a) the acceptance of any employment following termination and (b) the amount of all compensation received within six (6) months of Executive’s date of termination with Company.

Termination by Company other than for Cause. Company may, during the Probationary Period and, at any timetime thereafter, terminate Executive’s Employee's employment hereunder without Cause by delivering a written notice of terminationtermination to Employee. If Company shall terminate Executive’s terminates Employee's employment hereunder other than for (x) Cause, (y) death or (z) Disabilityduring the Probationary Period, then Executive Employee shall have no right to receive any compensation or benefit hereunder or otherwise from any member of the Company Group on and after the effective date of termination of employment. If Company shall terminate Employee’s employment for any reason, other than for Cause, death, or Disability (as those terms are defined herein), or during the Probationary Period, Employee shall receive (1) Base Salary payments for six (6) months, to the extent unpaid at the date of termination and paid in accordance with Company’s 's scheduled payroll practices, (2) any earned but unpaid compensation under the Bonus Plan as provided in Exhibit “A,” (3) business expense reimbursement pursuant to Section 76, and (34) continued coverage, at no cost to Executive Employee or his then covered dependents, under Company’s 's health and insurance programs for three (3) months; provided, however, that (a) if such continued coverage is not permitted under the terms of such plans, then Company shall provide Executive Employee and his dependents substantially similar coverage and (b) if Executive Employee becomes eligible for health and insurance coverage from a new company (and any benefits received by or made available to Executive Employee shall be reported by Executive Employee to Company), then Company’s 's obligations pursuant to this clause (34) shall cease. The payments and benefits to be provided pursuant to this Section 16 14 upon termination of Executive’s Employee's employment shall constitute the exclusive payments in the nature of severance, termination pay or salary continuation which shall be due to the Executive Employee and shall be in lieu of any other such payments or benefits under any plan, program, policy or arrangement which has heretofore been or shall hereafter be established by any member of the Company GroupCompany. With respect to the Base Salary payments identified in clause (1) above, Executive Employee shall have a duty to reasonably mitigate damages following termination pursuant to this Section 1614. The amount of any Base Salary payment provided for under this Section 16 14 shall be reduced by any compensation earned by Executive Employee within six three (63) months of ExecutiveEmployee’s termination date with Company. Executive Employee agrees to immediately advise Company in writing of (a) the acceptance of any employment following termination termination, and (b) the amount of all compensation received within six three (63) months of ExecutiveEmployee’s date of termination with Company.

Termination by Company other than for Cause. If, during the Term, the Company mayterminates your employment other than for Cause (as defined below), at any timethen, terminate Executive’s employment hereunder without Cause conditioned upon your execution of a legal release of your claims against the Company within 45 days after the date of termination (and subsequent failure to revoke such release), containing covenants by delivering you of an eighteen (18) month non-solicitation of employees, customers/clients and business, and the complete and continuing confidentiality of the Company's and its affiliates' proprietary information and trade secrets, in a written notice form reasonably satisfactory to the Company with language substantially similar to that set forth in Exhibit A (the "Non-Solicitation Release"), the Company will pay to you, in a lump sum on the sixtieth (60th) day after the date of your termination, subject to the potential six-month payment delay set forth in the section below entitled "Section 409A", severance compensation in an amount equal to your total cash compensation earned in the four (4) full calendar quarters immediately prior to the date of termination. If Company shall terminate Executive’s employment hereunder other than Also, for the twelve (x12) Cause, (y) death or (z) Disability, then Executive shall have no right to receive any compensation or benefit hereunder or otherwise from any member of the Company Group on and after the effective date of termination of employment other than (1) Base Salary payments for six (6) months, to the extent unpaid at month period immediately following the date of termination and paid in accordance conditioned upon the execution of the Non-Solicitation Release, the Company will arrange to provide you and your dependents with Company’s scheduled payroll practicesmedical, (2) business expense reimbursement pursuant to Section 7, dental and (3) continued coverage, at no cost to Executive or his then covered dependents, under Company’s health and insurance programs for three (3) months; provided, however, that (a) if such continued coverage is not permitted under the terms of such plans, then Company shall provide Executive and his dependents vision benefits substantially similar coverage to those provided to you and your dependents immediately prior to the date of termination. Benefits otherwise receivable by you will be reduced to the extent benefits of the same type are received by or made available to you during the twelve (b12) if Executive becomes eligible for health and insurance coverage from a new company month period following your termination of employment (and any such benefits received by or made available to Executive shall you must be reported by Executive you to the Company). This coverage will run concurrently with and will be offset against any continuation coverage under Part 6 of Title I of Employee Retirement Income Security Act of 1974, then Company’s obligations pursuant to this clause (3) shall ceaseas amended. The payments and benefits Company will also make available to be provided pursuant to this Section 16 upon termination of Executive’s employment shall constitute the exclusive payments in the nature of severance, termination pay or salary continuation which shall be due to the Executive and shall be in lieu of any other such payments or benefits under any plan, program, policy or arrangement which has heretofore been or shall hereafter be established by any member of the Company Group. With respect to the Base Salary payments identified in clause (1) above, Executive shall have a duty to reasonably mitigate damages following termination pursuant to this Section 16. The amount of any Base Salary payment provided for under this Section 16 shall be reduced by any compensation earned by Executive within six (6) you three months of Executive’s termination date with Company. Executive agrees outplacement service at no cost to immediately advise Company in writing you through a provider of (a) such services selected by the acceptance of any employment following termination and (b) the amount of all compensation received within six (6) months of Executive’s date of termination with Company.

Termination by Company other than for Cause. Company may, during the Probationary Period and, at any timetime thereafter, terminate Executive’s Employee's employment hereunder without Cause by delivering a written notice of terminationtermination to Employee. If Company shall terminate Executive’s terminates Employee's employment hereunder other than for (x) Cause, (y) death or (z) Disabilityduring the Probationary Period, then Executive Employee shall have no right to receive any compensation or benefit hereunder or otherwise from any member of the Company Group on and after the effective date of termination of employment. If Company shall terminate Employee’s employment for any reason, other than for Cause, death, or Disability (as those terms are defined herein), or during the Probationary Period, Employee shall receive (1) Base Salary payments for six (6) months, to the extent unpaid at the date of termination and paid in accordance with Company’s 's scheduled payroll practices, (2) any earned but unpaid compensation under the Bonus Plan as provided in Exhibit “A,” (3) business expense reimbursement pursuant to Section 76, and (34) continued coverage, at no cost to Executive Employee or his then covered dependents, under Company’s 's health and insurance programs for three six (36) months; provided, however, that (a) if such continued coverage is not permitted under the terms of such plans, then Company shall provide Executive Employee and his dependents substantially similar coverage and (b) if Executive Employee becomes eligible for health and insurance coverage from a new company (and any benefits received by or made available to Executive Employee shall be reported by Executive Employee to Company), then Company’s 's obligations pursuant to this clause (34) shall cease. The payments and benefits to be provided pursuant to this Section 16 14 upon termination of Executive’s Employee's employment shall constitute the exclusive payments in the nature of severance, termination pay or salary continuation which shall be due to the Executive Employee and shall be in lieu of any other such payments or benefits under any plan, program, policy or arrangement which has heretofore been or shall hereafter be established by any member of the Company GroupCompany. With respect to the Base Salary payments identified in clause (1) above, Executive Employee shall have a duty to reasonably mitigate damages following termination pursuant to this Section 1614. The amount of any Base Salary payment provided for under this Section 16 14 shall be reduced by any compensation earned by Executive Employee within six (6) months of ExecutiveEmployee’s termination date with Company. Executive Employee agrees to immediately advise Company in writing of (a) the acceptance of any employment following termination termination, and (b) the amount of all compensation received within six (6) months of ExecutiveEmployee’s date of termination with Company.