Common use of Termination by Company Without Cause, or Termination by Employee for Good Reason Clause in Contracts

Termination by Company Without Cause, or Termination by Employee for Good Reason. In the event that the Company terminates the Employee’s employment without Cause or the Employee terminates his employment for Good Reason before the expiration of the term of this Agreement, including any extension thereof, the Employee shall be entitled to the following payments and benefits: (A) any base salary that is accrued but unpaid, any vacation that is accrued but unused, and any business expenses that are unreimbursed — all, as of the Date of Termination; and (B) any benefit following termination of employment for which he may be eligible under the terms of the fringe benefit plans, policies and programs described in Paragraph 4. In addition, the Employee shall be entitled to a pro rata award under the incentive compensation program which is applicable to the Employee as of the Date of Termination, with proration based on service completed during the calendar year for which the award is determined, and based on the award that would have been paid had the Employee’s employment not terminated. Such pro rata award shall be payable on the later of (I) the date on which the award would have been paid had the Employee’s employment not terminated and (II) the first day of the seventh month following the Date of Termination; and ii. On the first day of the seventh month following the Date of Termination, the Employee will be entitled to receive a lump sum payment equal to six months’ of the base salary applicable to the Employee on the Date of Termination. Beginning on the first day of the seventh month following the Date of Termination, the Employee will be entitled to continuation of his base salary (applicable to the Employee on the Date of Termination) for a period of six months; provided that these payments will be made in separate, equal payments no less frequently than monthly over such six-month period. iii. Within thirty (30) days after the Date of Termination, a lump sum cash payment equal to eighteen (18) months of the premium applicable to the Employee on the Date of Termination for the Employee and his family (provided the Employee had family coverage on the Date of Termination) under the Company’s group health plan. In the event of the Employee’s death prior to the time that all payments described in Paragraph 7(c) have been completed, such payments and benefits shall continue to be paid in accordance with this Paragraph 7(c) to the Employee’s beneficiary [as designated pursuant to Paragraph 7(a)], or, in the absence of a beneficiary designation or if the designated beneficiary does not survive the Employee, to the Employee’s estate.

Termination by Company Without Cause, or Termination by Employee for Good Reason. In the event that the Company terminates the Employee’s employment without Cause or the Employee terminates his employment for Good Reason before the expiration of the term of this Agreement, including any extension thereof, the Employee shall be entitled to the following payments and benefits: (A) any base salary that is accrued but unpaid, any vacation that is accrued but unused, and any business expenses that are unreimbursed — all, as of the Date of Termination; and (B) any benefit following termination of employment for which he may be eligible under the terms of the fringe benefit plans, policies and programs described in Paragraph 4. In addition, the Employee shall be entitled to a pro rata award under the incentive compensation program which is applicable to the Employee as of the Date of Termination, with proration based on service completed during the calendar year for which the award is determined, and based on the award that would have been paid had the Employee’s employment not terminated. Such pro rata award shall be payable on the later of (I) the date on which the award would have been paid had the Employee’s employment not terminated and (II) the first day of the seventh month following the Date of Termination; and ii. On the first day of the seventh month following the Date of Termination, the Employee will be entitled to receive a lump sum payment equal to six months’ of the base salary applicable to the Employee on the Date of Termination. Beginning on the first day of the seventh month following the Date of Termination, the Employee will be entitled to continuation of his base salary (applicable to the Employee on the Date of Termination) for a period of six twelve months; provided that these payments will be made in separate, equal payments no less frequently than monthly over such sixtwelve-month period. iii. Within thirty (30) days after the Date of Termination, a lump sum cash payment equal to eighteen (18) months of the premium applicable to the Employee on the Date of Termination for the Employee and his family (provided the Employee had family coverage on the Date of Termination) under the Company’s group health plan. In the event of the Employee’s death prior to the time that all payments described in Paragraph 7(c) have been completed, such payments and benefits shall continue to be paid in accordance with this Paragraph 7(c) to the Employee’s beneficiary [as designated pursuant to Paragraph 7(a)], or, in the absence of a beneficiary designation or if the designated beneficiary does not survive the Employee, to the Employee’s estate.

Termination by Company Without Cause, or Termination by Employee for Good Reason. In the event that the Company terminates the Employee’s employment without Cause or the Employee terminates his employment for Good Reason before the expiration of the term of this Agreement, including any extension thereof, the Employee shall be entitled to the following payments and benefits: (A) any base salary that is accrued but unpaid, any vacation that is accrued but unused, and any business expenses that are unreimbursed — all, as of the Date of Termination; and (B) any benefit following termination of employment for which he may be eligible under the terms of the fringe benefit plans, policies and programs described in Paragraph 4. In addition, the Employee shall be entitled to a pro rata award under the incentive compensation program which is applicable to the Employee as of the Date of Termination, with proration based on service completed during the calendar year for which the award is determined, and based on the award that would have been paid had the Employee’s employment not terminated. Such pro rata award shall be payable on the later of (I) the date on which when the award would have been paid had the Employee’s employment not terminated terminated; and (IIC) any benefit following termination of employment for which he may be eligible under the first day terms of the seventh month following the Date of Termination; andfringe benefit plans, policies and programs described in Paragraph 4. ii. On the first day of the seventh month following Beginning on the Date of Termination, the Employee will be entitled to receive a lump sum payment payments equal to six months’ twelve (12) months of the base salary applicable to the Employee on the Date of Termination. Beginning on the first day of the seventh month following the Date of TerminationThe Company may make such payments through its ordinary payroll process, the Employee will be entitled to continuation of his base salary (applicable to the Employee on the Date of Termination) for a period of six months; provided that these or may make such payments will be made in separate, equal payments amounts no less frequently than monthly over such six-month periodmonthly. iii. Within thirty (30) days after the Date of Termination, a lump sum cash payment equal to eighteen (18) months of the premium applicable to the Employee on the Date of Termination for the Employee and his family (provided the Employee had family coverage on the Date of Termination) under the Company’s group health plan. In the event of the Employee’s death prior to the time that all payments described in Paragraph 7(c) have been completed, such payments and benefits shall continue to be paid in accordance with this Paragraph 7(c) to the Employee’s beneficiary [as designated pursuant to Paragraph 7(a)], or, in the absence of a beneficiary designation or if the designated beneficiary does not survive the Employee, to the Employee’s estate.

Termination by Company Without Cause, or Termination by Employee for Good Reason. In the event that the Company terminates the Employee’s 's employment without Cause or the Employee terminates his employment for Good Reason before the expiration of the term of this Agreement, including any extension thereofReason, the Employee shall be entitled to the following payments and benefits: (Ai) any Those described in Section 10(b)(ii); (ii) A continuation of payment of the Employee's base salary that is accrued but unpaid, any vacation that is accrued but unused, and any business expenses that are unreimbursed — all, as in effect on the Date of Termination for a period of twenty-four (24) months from the Date of Termination; and PROVIDED that, if such Date of Termination occurs on or after a Change in Control the period shall be thirty-six (B36) any benefit following termination months rather than twenty-four (24) months; (iii) As of employment for which he may be eligible under the terms his Date of the fringe benefit plans, policies and programs described in Paragraph 4. In additionTermination, the Employee shall be entitled to a pro rata award become fully vested in all employee benefit programs (other than any tax qualified retirement or savings plan, the Employee's interest in which shall vest in accordance with such plan's terms), including, without limitation, all stock options and awards under the incentive compensation program Stock Plan, in which is applicable to he was a participant at the Employee as time of the termination of his employment; (iv) A single lump sum payment, payable within thirty (30) days of the Date of Termination, with proration based on service completed during the calendar year for which the award is determined, and based on the award that would have been paid had equal to the Employee’s employment not terminated. Such pro rata award shall be 's non-vested interest under any tax qualified retirement or savings plan maintained by the Company which is forfeited by the Employee under such plan's terms upon his termination of employment; (v) A single lump sum payment, payable on the later within thirty (30) days of (I) the date on which the award would have been paid had the Employee’s employment not terminated and (II) the first day of the seventh month following the Date of Termination; and ii. On the first day of the seventh month following the Date of Termination, equal to the pro rata portion of any non-discretionary bonus that the Employee will be would have been entitled to receive a lump sum payment equal if he had remained an employee throughout the fiscal year, such pro rata portion to six months’ of the base salary applicable to the Employee be based on the Date number of Termination. Beginning on days from the first day beginning of the seventh month following the Date of Termination, the Employee will be entitled to continuation of his base salary (applicable to the Employee on the Date of Termination) for a period of six months; provided that these payments will be made in separate, equal payments no less frequently than monthly over such six-month period. iii. Within thirty (30) days after the Date of Termination, a lump sum cash payment equal to eighteen (18) months of the premium applicable to the Employee on fiscal year through the Date of Termination for the Employee divided by 365; and (vi) Employee's reasonable, out-of-pocket fees and his family (provided the Employee had family coverage on the Date of Termination) under the Company’s group health plan. In the event of the Employee’s death prior to the time that all payments described expenses in Paragraph 7(c) have been completed, such payments and benefits shall continue to be paid in accordance connection with this Paragraph 7(c) to the Employee’s beneficiary [as designated pursuant to Paragraph 7(a)], oroutplacement services, in the absence of a beneficiary designation or if the designated beneficiary does an amount not survive the Employee, to the Employee’s estateexceed $15,000.