Common use of Termination by Company Without Cause or Resignation by Employee With Good Grounds Clause in Contracts

Termination by Company Without Cause or Resignation by Employee With Good Grounds. If the Triggering Event was a Termination by the Company Without Cause or a Resignation by Employee With Good Grounds, Employee shall be entitled to receive his Annual Base Compensation and accrued but unpaid vacation through the date thereof plus, in the discretion of the Board, a pro rata portion of Employee's Potential Annual Target Bonus for the calendar year in which such Triggering Event occurred (based on the number of days Employee was employed during the applicable calendar year), payable in accordance with the Company's normal payroll practices. In addition, Employee shall also (x) be paid an amount equal to two (2) years ("Severance Period") of his then current Annual Base Compensation payable in equal installments in accordance with the Company's regular payroll schedule, and (y) continue to participate in the Company's health, insurance and disability plans and programs during the Severance Period (collectively, the "Severance Benefits"); provided that Employee shall be entitled to receive such Severance Benefits during the Severance Period if and only if Employee has executed and delivered to the Company the Confidential Separation Agreement and General Release substantially in form and substance as set forth in Schedule A to this Agreement and only so long as Employee has not breached any of his covenants to the Company set forth in Article IV of this Agreement.

Termination by Company Without Cause or Resignation by Employee With Good Grounds. If the Triggering Event was a Termination by the Company Without Cause or a Resignation by Employee With Good Grounds, Employee shall be entitled to receive his Annual Base Compensation and accrued but unpaid vacation through the date thereof plus, in the discretion of the Board, a pro rata portion of Employee's Potential Annual Target Bonus for the calendar year in which such Triggering Event occurred (based on the number of days Employee was employed during the applicable calendar year), payable in accordance with the Company's normal payroll practices. In addition, Employee shall also (x) be paid an amount equal to two one (21) years year ("Severance Period") of his then current Annual Base Compensation payable in equal installments in accordance with the Company's regular payroll schedule, and (y) continue to participate in the Company's health, insurance and disability plans and programs during the Severance Period (collectively, the "Severance Benefits"); provided that Employee shall be entitled to receive such Severance Benefits during the Severance Period if and only if Employee has executed and delivered to the Company the Confidential Separation Agreement and General Release substantially in form and substance as set forth in Schedule A to this Agreement and only so long as Employee has not breached any of his covenants to the Company set forth in Article IV of this Agreement.

Termination by Company Without Cause or Resignation by Employee With Good Grounds. If the Triggering Event was a Termination by the Company Without Cause or a Resignation by the Employee With Good Grounds, the Employee shall be entitled to receive his Annual Base Compensation and accrued but unpaid vacation through the date thereof plus, in the case of either (i) Resignation by the Employee with Good Grounds or (ii) a Termination By the Company Without Cause in the discretion of the BoardChief Executive Officer of the Company, a pro rata portion of the Employee's Potential Annual Target Bonus for the calendar year in which such Triggering Event occurred (based on the number of days the Employee was employed during the applicable calendar year), payable in accordance with the Company's normal payroll practices. In , provided that in addition, for each month of the Severance Period the Employee shall also (x) be paid an amount equal to two one-twelfth (2) years ("Severance Period"1/12th) of an amount equal to the sum of (A) his then current Annual Base Compensation plus (B) his then current Potential Annual Target Bonus, payable in equal installments in accordance with the Company's regular normal payroll schedulepractices, and (y) continue to participate in the Company's health, insurance and disability plans and programs during the Severance Period (collectively, the "Severance BenefitsADDITIONAL SEVERANCE BENEFITS"); further provided that the Employee shall be entitled to receive such Additional Severance Benefits during the Severance Period if and only if the Employee has executed and delivered to the Company the Confidential Separation Agreement and General Release substantially in form and substance as set forth in Schedule A Exhibit B to this Agreement and only so long as the Employee has not breached any of his covenants to the Company set forth in Article IV of this Agreement.

Termination by Company Without Cause or Resignation by Employee With Good Grounds. If the Triggering Event was a Termination by the Company Without Cause or a Resignation by Employee With Good Grounds, Employee shall be entitled to receive his Annual Base Compensation and accrued but unpaid vacation through the date thereof plus, in the discretion of the Board, a pro rata portion of Employee's Potential Annual Target Bonus for the calendar year in which such Triggering Event occurred (based on the number of days Employee was employed during the applicable calendar year), payable in accordance with the Company's normal payroll practices. In addition, Employee shall also (x) be paid an amount equal to two (2) years one year ("Severance Period") of his then current Annual Base Compensation payable in equal installments in accordance with the Company's regular payroll schedule, and (y) continue to participate in the Company's health, insurance and disability plans and programs during the Severance Period (collectively, the "Severance Benefits"); provided that Employee shall be entitled to receive such Severance Benefits during the Severance Period if and only if Employee has executed and delivered to the Company the Confidential Separation Agreement and General Release substantially in form and substance as set forth in Schedule A to this Agreement and only so long as Employee has not breached any of his covenants to the Company set forth in Article IV of this Agreement.

Termination by Company Without Cause or Resignation by Employee With Good Grounds. If the Triggering Event was a Termination by the Company Without Cause or a Resignation by the Employee With Good Grounds, the Employee shall be entitled to receive his Annual Base Compensation and accrued but unpaid vacation through the date thereof plus, in the case of either (i) Resignation by the Employee with Good Grounds or (ii) a Termination By the Company Without Cause in the discretion of the BoardChief Executive Officer of the Company, a pro rata portion of the Employee's Potential Annual Target Bonus for the calendar year in which such Triggering Event occurred (based on the number of days the Employee was employed during the applicable calendar year), payable in accordance with the Company's normal payroll practices. In , provided that in addition, for each month of the Severance Period the Employee shall also (x) be paid an amount equal to two one-twelfth (2) years ("Severance Period"1/12th) of the sum of (A) his then current Annual Base Compensation plus (B) his then current Potential Annual Target Bonus, payable in equal installments in accordance with the Company's regular normal payroll schedulepractices, and (y) continue to participate in the Company's health, insurance and disability plans and programs during the Severance Period (collectively, the "Severance BenefitsADDITIONAL SEVERANCE BENEFITS"); further provided that the Employee shall be entitled to receive such Additional Severance Benefits during the Severance Period if and only if the Employee has executed and delivered to the Company the Confidential Separation Agreement and General Release substantially in form and substance as set forth in Schedule A Exhibit B to this Agreement and only so long as the Employee has not breached any of his covenants to the Company set forth in Article IV of this Agreement.

Termination by Company Without Cause or Resignation by Employee With Good Grounds. If the Triggering Event was a Termination by the Company Without Cause or a Resignation by the Employee With Good Grounds, the Employee shall be entitled to receive his Annual Base Compensation and accrued but unpaid vacation through the date thereof plus, in the case of either (i) Resignation by the Employee with Good Grounds or (ii) a Termination By the Company Without Cause in the discretion of the BoardChief Executive Officer of the Company, a pro rata portion of the Employee's Potential Annual Target Bonus for the calendar year in which such Triggering Event occurred (based on the number of days the Employee was employed during the applicable calendar year), payable in accordance with the Company's normal payroll practices. In , provided that in addition, the Employee shall also (x) be paid paid, in equal monthly installments over the "Severance Period" hereinafter referred to, an aggregate amount equal to two (2) years ("Severance Period") of his then current Annual Base Compensation Compensation, payable in equal installments in accordance with the Company's regular normal payroll schedulepractices, and (y) to continue to participate in the Company's health, insurance and disability plans and programs to the extent such coverage is available thereunder ("ADDITIONAL SEVERANCE BENEFITS") during the Severance one (1) year period immediately following the date of the termination of the Employment Period (collectively, the "Severance BenefitsSEVERANCE PERIOD"); provided that the Employee shall be entitled to receive such Additional Severance Benefits during the Severance Period if and only if the Employee has executed and delivered to the Company the Confidential Separation Agreement and General Release substantially in form and substance as set forth in Schedule A Exhibit B to this Agreement and only so long as the Employee has not breached any of his covenants to the Company set forth in Article IV of this Agreement.

Termination by Company Without Cause or Resignation by Employee With Good Grounds. If the Triggering Event was a Termination by the Company Without Cause or a Resignation by the Employee With Good Grounds, the Employee shall be entitled to receive his Annual Base Compensation and accrued but unpaid vacation through the date thereof plus, in the case of either (i) Resignation by the Employee with Good Grounds or (ii) a Termination By the Company Without Cause in the discretion of the BoardChairman of the Board of the Company, a pro rata portion of the Employee's Potential Annual Target Bonus for the calendar year in which such Triggering Event occurred (based on the number of days the Employee was employed during the applicable calendar year), payable in accordance with the Company's normal payroll practices. In , provided that in addition, the Employee shall also (x) be paid an amount equal to two (2) years ("Severance Period") of his then current Annual Base Compensation payable in equal installments in accordance with the Company's regular normal payroll schedulepractices, and (y) to continue to participate in the Company's health, insurance and disability plans and programs ("ADDITIONAL SEVERANCE BENEFITS") during the Severance Period one (collectively, the "Severance Benefits"); provided that Employee shall be entitled to receive such Severance Benefits during the Severance Period if and only if Employee has executed and delivered to the Company the Confidential Separation Agreement and General Release substantially in form and substance as set forth in Schedule A to this Agreement and only so long as Employee has not breached any of his covenants to the Company set forth in Article IV of this Agreement.1) year

Termination by Company Without Cause or Resignation by Employee With Good Grounds. If the Triggering Event was a Termination by the Company Without Cause or a Resignation by the Employee With Good Grounds, the Employee shall be entitled to receive his Annual Base Compensation and accrued but unpaid vacation through the date thereof plus, in the case of either (i) Resignation by the Employee with Good Grounds or (ii) a Termination By the Company Without Cause in the discretion of the BoardChairman of the Board of the Company, a pro rata portion of the Employee's Potential Annual Target Bonus for the calendar year in which such Triggering Event occurred (based on the number of days the Employee was employed during the applicable calendar year), payable in accordance with the Company's normal payroll practices. In , provided that in addition, the Employee shall also (x) be paid an amount equal to two (2) years ("Severance Period") of his then current Annual Base Compensation payable in equal installments in accordance with the Company's regular normal payroll schedulepractices, and (y) to continue to participate in the Company's health, insurance and disability plans and programs ("ADDITIONAL SEVERANCE BENEFITS") during the Severance one (1) year period immediately following the date of the termination of the Employment Period (collectively, the "Severance BenefitsSEVERANCE PERIOD"); provided that the Employee shall be entitled to receive such Additional Severance Benefits during the Severance Period if and only if the Employee has executed and delivered to the Company the Confidential Separation Agreement and General Release substantially in form and substance as set forth in Schedule A Exhibit B to this Agreement and only so long as the Employee has not breached any of his covenants to the Company set forth in Article IV of this Agreement.

Termination by Company Without Cause or Resignation by Employee With Good Grounds. If the Triggering Event was a Termination by the Company Without Cause or a Resignation by the Employee With Good Grounds, the Employee shall be entitled to receive his Annual Base Compensation and accrued but unpaid vacation through the date thereof plus, in the case of either (i) Resignation by the Employee with Good Grounds or (ii) a Termination By the Company Without Cause in the discretion of the BoardChief Executive Officer of the Company, a pro rata portion of the Employee's Potential Annual Target Bonus for the calendar year in which such Triggering Event occurred (based on the number of days the Employee was employed during the applicable calendar year), payable in accordance with the Company's normal payroll practices. In , provided that in addition, the Employee shall also (x) be paid an amount equal to two (2) years ("Severance Period") of his then current Annual Base Compensation payable in equal installments in accordance with the Company's regular normal payroll schedulepractices, and (y) to continue to participate in the Company's health, insurance and disability plans and programs ("ADDITIONAL SEVERANCE BENEFITS") during the Severance one (1) year period immediately following the date of the termination of the Employment Period (collectively, the "Severance BenefitsSEVERANCE PERIOD"); provided that the Employee shall be entitled to receive such Additional Severance Benefits during the Severance Period if and only if the Employee has executed and delivered to the Company the Confidential Separation Agreement and General Release substantially in form and substance as set forth in Schedule A Exhibit B to this Agreement and only so long as the Employee has not breached any of his covenants to the Company set forth in Article IV of this Agreement.