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

Termination by Company Without Cause or Termination by Executive for Good Reason. The Company may terminate Executive’s employment without Cause at any time during the Employment Period by giving written notice to Executive designating an immediate or future termination date. Executive may resign from employment during the Employment Period due to: (i) a failure to provide the compensation and benefits required by this Agreement; (ii) a reduction in Executive’s Base Salary below the Base Salary in effect during the immediately preceding year, unless such reduction is commensurate with and part of a general salary reduction program applicable to all senior executives of the Company (such reduction not to exceed 20%) or is agreed to in writing by Executive; (iii) any material diminution of Executive’s title, reporting structure, authority, duties or responsibilities; or (iv) a material breach by the Company of any of its material obligations under this Agreement (each of which shall constitute a “Company Breach” or “Good Reason”) and such resignation shall be treated as a termination by Executive for Good Reason; provided that, (a) Executive has provided written notice describing such Good Reason in reasonable detail to the Company within 90 days of the initial occurrence of such Good Reason, (b) the Company fails to cure such Good Reason within 30 days of receipt of such written notice from Executive, and (c) Executive’s resignation occurs within 60 days following the end of the cure period; and provided, further, that in the case of subsections (ii) and (iii), an act or omission shall not constitute Good Reason if Executive has incurred a Disability (as defined below). The election by Executive to not renew any Successive Term pursuant to Section 1.1 shall not be a termination for Good Reason and shall not entitle Executive to Severance Pay. However, the election by the Company to not renew any Successive Term pursuant to Section 1.1 shall be deemed to be a termination without Cause effective as of the termination of the Successive Term and shall entitle Executive to Severance Pay as hereinafter provided or the severance benefits described in Section 3.6 hereof, as applicable. In the event of a termination by the Company without Cause or a termination by Executive for Good Reason, the Company shall pay Executive his Base Salary and provide employee benefits under Section 2.4 through the termination date. In addition, subject to the requirements set forth in Section 3.7, Section 3.8, and Section 3.9, the Company will provide the following compensation and benefits to Executive (collectively, the “Severance Pay”): A. an amount equal to twelve (12) months of Executive’s then current Base Salary, less applicable withholdings, payable in equal installments on each regularly scheduled payroll pay date during the twelve (12) month period that begins on the first day immediately after the Release Effective Date (as defined in Section 3.7); B. an amount equal to Executive’s then current annual incentive compensation target, in a single lump sum, payable with the first installment of the salary-based severance; C. awards, if any, under the Long-Term Incentive Plan shall be paid in accordance with the terms and conditions of the Long-Term Incentive Plan and the applicable awards; and D. subject to Executive’s timely election for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will pay Executive’s monthly COBRA premiums as part of Executive’s severance benefits until the earliest of (i) twelve (12) months following the date of termination (the “COBRA Continuation Benefit”) or (ii) the date Executive becomes eligible for group insurance coverage through a new employer. Thereafter, medical, dental and vision insurance coverage and health reimbursement account coverage shall be continued only to the extent required by COBRA and only to the extent Executive timely pays the premium payments himself. Notwithstanding the foregoing, the Company may end the payment of premiums earlier (but not Executive’s eligibility for COBRA) if it reasonably determines that applicable laws or regulations are reasonably likely to cause the payment of these premiums to trigger taxes or penalties on the Company or other participants or, to the extent Executive would be taxed on more than the amount of premiums, to Executive. Except as otherwise provided under law, or the terms of the Long-Term Incentive Plan, or any other employee benefit plan in which Executive participates, Executive shall not be entitled to receive any additional compensation or benefits from the Company after the termination date.

Termination by Company Without Cause or Termination by Executive for Good Reason. The Company may terminate Executive’s employment without Cause at any time during the Employment Period by giving written notice to Executive designating an immediate or future termination date. Executive may resign from employment during the Employment Period due to: (i) a failure to provide the compensation and benefits required by this Agreement, including the 2015 Bonus or the 2016 Bonus; (ii) a reduction in Executive’s Base Salary below the Base Salary in effect during the immediately preceding year, unless such reduction is commensurate with and part of a general salary reduction program applicable to all senior executives of the Company (such reduction not to exceed 20%) or is agreed to in writing by Executive; (iii) a failure to appoint or elect Executive as Chief Financial Officer of the Company, in accordance with Section 1.2 hereof; (iv) any material diminution of Executive’s title, reporting structure, authority, duties or responsibilities; or (ivv) a material breach by the Company requiring Executive to be based at any office or location other than the office occupied by Executive in Oakbrook Terrace, Illinois as of any the Effective Date or a reasonably comparable office located within a 40-mile radius of its material obligations under this Agreement such current office; (each of which shall constitute a “Company Breach” or “Good Reason”) and such resignation shall be treated as a termination by Executive for Good Reason; provided that, (a) Executive’s voluntary resignation occurs within 90 days following the initial occurrence of a Company Breach, (b) Executive has provided written notice describing such Good Reason Company Breach in reasonable detail to the Company Committee within 90 30 days of the initial occurrence of such Good ReasonCompany Breach, and (bc) the Company fails failed to cure such Good Reason Company Breach within 30 days of receipt of such written notice from Executive, and (c) Executive’s resignation occurs within 60 days following the end of the cure period; and provided, further, that in the case of subsections (ii) and (iii), an act or omission shall not constitute Good Reason a Company Breach if Executive has incurred a Disability (as defined below). The For the avoidance of doubt, the election by Executive either party to not renew the Initial Term or any Successive Term Terms pursuant to Section 1.1 shall not be a termination without Cause or a termination for Good Reason and shall not entitle Executive to Severance Pay. However, the election by the Company to not renew any Successive Term pursuant to Section 1.1 shall be deemed to be a termination without Cause effective as of the termination of the Successive Term and shall entitle Executive to Severance Pay as hereinafter provided or the severance benefits described in Section 3.6 hereof, as applicable. In the event of a termination by the Company without Cause or a termination by Executive for Good Reason, the Company shall pay Executive his Base Salary and provide employee benefits under Section 2.4 through the termination date. In addition, subject to the requirements set forth in Section 3.7, Section 3.8, and Section 3.9, the Company will provide the following compensation and benefits to Executive (collectively, the “Severance Pay”): A. an amount (A) Severance pay equal to twelve (12) months of Executive’s then current Base Salary, less applicable withholdings, payable in equal installments on each regularly scheduled payroll pay date during the twelve (12) month period that begins on the first day immediately after the Release Effective Date (as defined in Section 3.7);; and B. an amount equal to Executive’s then current annual incentive compensation target, in a single lump sum, payable with the first installment of the salary-based severance; C. awards(B) Awards, if any, under the Long-Long Term Incentive Plan shall be paid in accordance with the terms and conditions of the Long-Term Incentive Plan and the applicable awards; and D. subject to Executive’s timely election for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will pay Executive’s monthly COBRA premiums as part of Executive’s severance benefits until the earliest of (i) twelve (12) months following the date of termination (the “COBRA Continuation Benefit”) or (ii) the date Executive becomes eligible for group insurance coverage through a new employer. Thereafter, medical, dental and vision insurance coverage and health reimbursement account coverage shall be continued only to the extent required by COBRA and only to the extent Executive timely pays the premium payments himself. Notwithstanding the foregoing, the Company may end the payment of premiums earlier (but not Executive’s eligibility for COBRA) if it reasonably determines that applicable laws or regulations are reasonably likely to cause the payment of these premiums to trigger taxes or penalties on the Company or other participants or, to the extent Executive would be taxed on more than the amount of premiums, to Executive. Except as otherwise provided under law, or the terms of the Annual Bonus Plan, the Long-Term Incentive Plan, or any other employee benefit plan in which Executive participates, Executive shall not be entitled to receive any additional compensation or benefits from the Company after the termination date.

Termination by Company Without Cause or Termination by Executive for Good Reason. The Company may terminate Executive’s employment without Cause at any time during the Employment Period by giving written notice to Executive designating an immediate or future termination date. The Executive may resign from employment during the Employment Period due to: (i) a failure to provide the compensation and benefits required by this Agreement; (ii) , including a reduction in Executive’s Base Salary below the Base Salary in effect during the immediately preceding year, unless such reduction is commensurate with and part of a general salary reduction program applicable to all senior executives of the Company Company. (such reduction not ii) a failure to exceed 20%) appoint or is agreed to in writing by Executiveelect Executive as Chief Executive Officer of the Company, Chairman of the Board or a member of the Board during the Employment Period; (iii) any material diminution of Executive’s title, reporting structure, authority, duties or responsibilities; or (iv) a material breach by the Company requiring Executive to be based at any office or location other than the office occupied by Executive in Oakbrook Terrace, Illinois as of any the Effective Date or a reasonably comparable office located within a 40-mile radius of its material obligations under this Agreement such current office; (each of which shall constitute a “Company Breach” or “Good Reason”) and such resignation shall be treated as a termination by the Executive for Good Reason; provided that, (a) Executive’s voluntary resignation occurs within 90 days following the initial occurrence of a Company Breach, (b) Executive has provided written notice describing such Good Reason Company Breach in reasonable detail to the Company Committee within 90 30 days of the initial occurrence of such Good ReasonCompany Breach, and (bc) the Company fails failed to cure such Good Reason Company Breach within 30 days of receipt of such written notice from Executive, and (c) Executive’s resignation occurs within 60 days following the end of the cure period; and provided, further, that in the case of subsections (ii) and (iii), an act or omission shall not constitute Good Reason a Company Breach if Executive has incurred a Disability (as defined below). The election by Executive to not renew any Successive Term pursuant to Section 1.1 For the avoidance of doubt, the expiration of the Employment Period shall not be a termination without Cause or a termination for Good Reason and shall not entitle Executive to Severance Pay. However, the election by the Company to not renew any Successive Term pursuant to Section 1.1 shall be deemed to be a termination without Cause effective as of the termination of the Successive Term and shall entitle Executive to Severance Pay as hereinafter provided or the severance benefits described in Section 3.6 hereof, as applicable. In the event of a termination by the Company without Cause or a termination by Executive for Good Reason, the Company shall pay Executive his Base Salary and provide employee benefits under Section 2.4 through the termination date. In addition, subject to the requirements set forth in Section 3.7, Section 3.8, and Section 3.9, the Company will provide the following compensation and benefits to Executive Executive: (collectively, the “Severance Pay”): A. an A) An amount equal to twelve (12) 24 months of the Executive’s then current Base Salary, less applicable withholdings, payable . This amount will be paid in equal installments on each regularly scheduled payroll pay date during the twelve (12) 24-month period that begins on the first day immediately after the Release Effective Date (as defined in Section 3.7); B. an amount equal to Executive’s then current annual incentive compensation target(B) Amounts, in a single lump sumif any, payable under the Annual Bonus Plan shall be paid in accordance with the first installment terms and conditions of the salary-based severance;Annual Bonus Plan and the applicable awards. C. awards(C) Awards, if any, under the Long-Term Incentive Plan shall be paid in accordance with the terms and conditions of the Long-Term Incentive Plan and the applicable awards; and D. subject to Executive’s timely election for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will pay Executive’s monthly COBRA premiums as part of Executive’s severance benefits until the earliest of (i) twelve (12) months following the date of termination (the “COBRA Continuation Benefit”) or (ii) the date Executive becomes eligible for group insurance coverage through a new employer. Thereafter, medical, dental and vision insurance coverage and health reimbursement account coverage shall be continued only to the extent required by COBRA and only to the extent Executive timely pays the premium payments himself. Notwithstanding the foregoing, the Company may end the payment of premiums earlier (but not Executive’s eligibility for COBRA) if it reasonably determines that applicable laws or regulations are reasonably likely to cause the payment of these premiums to trigger taxes or penalties on the Company or other participants or, to the extent Executive would be taxed on more than the amount of premiums, to Executive. Except as otherwise provided under law, or the terms of the Annual Bonus Plan, the Long-Term Incentive Plan, or any other employee benefit plan in which Executive participates, Executive shall not be entitled to receive any additional compensation or benefits from the Company after the termination date.

Termination by Company Without Cause or Termination by Executive for Good Reason. The Company may terminate Executive’s employment without Cause at any time during the Employment Period by giving written notice to Executive designating an immediate or future termination date. Executive may resign from employment during the Employment Period due to: (i) a failure to provide the compensation and benefits required by this Agreement; (ii) , including a reduction in Executive’s Base Salary below the Base Salary in effect during the immediately preceding year, unless such reduction is commensurate with and part of a general salary reduction program applicable to all senior executives of the Company (such reduction not to exceed 20%) or is agreed to in writing by Executive; (ii) a failure to appoint or elect Executive as Executive Vice President and Chief Strategy Officer of the Company, in accordance with Section 1.2 hereof; (iii) any material diminution of Executive’s title, reporting structure, authority, duties or responsibilities; or (iv) a material breach by the Company of requiring Executive to be based at any of its material obligations under this Agreement office or location other than the office provided for in Section 1.4 hereof; (each of which shall constitute a “Company Breach” or “Good Reason”) and such resignation shall be treated as a termination by Executive for Good Reason; provided that, (a) Executive’s voluntary resignation occurs within 90 days following the initial occurrence of a Company Breach, (b) Executive has provided written notice describing such Good Reason Company Breach in reasonable detail to the Company Committee within 90 30 days of the initial occurrence of such Good ReasonCompany Breach, and (bc) the Company fails failed to cure such Good Reason Company Breach within 30 days of receipt of such written notice from Executive, and (c) Executive’s resignation occurs within 60 days following the end of the cure period; and provided, further, that in the case of subsections (ii) and (iii), an act or omission shall not constitute Good Reason a Company Breach if Executive has incurred a Disability (as defined below). The election by Executive to not renew the Initial Term or any Successive Term Terms pursuant to Section 1.1 shall not be a termination for Good Reason and shall not entitle Executive to Severance Pay. However, the election by the Company to not renew the Initial Term or any Successive Term Terms pursuant to Section 1.1 shall be deemed to be a termination without Cause effective as of the termination of the Initial Term or Successive Term as applicable, and shall entitle Executive to Severance Pay as hereinafter provided or the severance benefits described in Section 3.6 hereof, as applicableprovided. In the event of a termination by the Company without Cause or a termination by Executive for Good Reason, the Company shall pay Executive his Base Salary and provide employee benefits under Section 2.4 through the termination date. In addition, subject to the requirements set forth in Section 3.7, Section 3.8, and Section 3.9, the Company will provide the following compensation and benefits to Executive (collectively, the “Severance Pay”): A. (A) an amount equal to twelve six (126) months of Executive’s then current Base Salary, plus an amount equal to 50% of his target bonus under the Annual Bonus Plan for the current year in which Executive’s employment terminates, or if such target has not been established for such current year, then the most recently established target bonus under the Annual Bonus Plan, each less applicable withholdings, payable in equal installments on each regularly scheduled payroll pay date during the twelve six (126) month period that begins on the first day immediately after the Release Effective Date (as defined in Section 3.7);; and B. an amount equal to Executive’s then current annual incentive compensation target, in a single lump sum, payable with the first installment of the salary-based severance; C. awards(B) Awards, if any, under the Long-Long Term Incentive Plan shall be paid in accordance with the terms and conditions of the Long-Term Incentive Plan and the applicable awards; and D. subject to Executive’s timely election for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will pay Executive’s monthly COBRA premiums as part of Executive’s severance benefits until the earliest of (i) twelve (12) months following the date of termination (the “COBRA Continuation Benefit”) or (ii) the date Executive becomes eligible for group insurance coverage through a new employer. Thereafter, medical, dental and vision insurance coverage and health reimbursement account coverage shall be continued only to the extent required by COBRA and only to the extent Executive timely pays the premium payments himself. Notwithstanding the foregoing, the Company may end the payment of premiums earlier (but not Executive’s eligibility for COBRA) if it reasonably determines that applicable laws or regulations are reasonably likely to cause the payment of these premiums to trigger taxes or penalties on the Company or other participants or, to the extent Executive would be taxed on more than the amount of premiums, to Executive. Except as otherwise provided under law, or the terms of the Annual Bonus Plan, the Long-Term Incentive Plan, or any other employee benefit plan in which Executive participates, Executive shall not be entitled to receive any additional compensation or benefits from the Company after the termination date.

Termination by Company Without Cause or Termination by Executive for Good Reason. The Company Executive may terminate terminate, by written notice to the Company, the Executive’s employment without Cause at any time during the Employment Period by giving written notice to Executive designating an immediate or future termination date. Executive may resign from employment during the Employment Period due to: (i) a failure to provide the compensation and benefits required by this Agreement; (ii) a reduction in Executive’s Base Salary below the Base Salary in effect during the immediately preceding year, unless such reduction is commensurate with and part of a general salary reduction program applicable to all senior executives of the Company (such reduction not to exceed 20%) or is agreed to in writing by Executive; (iii) any material diminution of Executive’s title, reporting structure, authority, duties or responsibilities; or (iv) a material breach by the Company of any of its material obligations under this Agreement (each of which shall constitute a “Company Breach” or for “Good Reason”) and such resignation shall be treated as a termination by Executive for Good Reason; provided that, (a) Executive has provided written notice describing such Good Reason in reasonable detail to the Company within 90 days of the initial occurrence of such Good Reason, (b) the Company fails to cure such Good Reason within 30 days of receipt of such written notice from Executive, and (c) Executive’s resignation occurs within 60 days following the end of the cure period; and provided, further, that in the case of subsections (ii) and (iii), an act or omission shall not constitute Good Reason if Executive has incurred a Disability (,” as defined below). The election by Executive to not renew any Successive Term pursuant to Section 1.1 shall not be a termination for Good Reason , and shall not entitle Executive to Severance Pay. However, in the election by event the Company to not renew any Successive Term pursuant to Section 1.1 shall be deemed to be a termination terminates the Executive without Cause effective as of the termination of the Successive Term and shall entitle Executive to Severance Pay as hereinafter provided or the severance benefits described Cause, then in Section 3.6 hereof, as applicable. In the event of a termination by the Company without Cause or a termination by Executive for Good Reasoneither such case, the Company shall pay the Executive his at the time of termination:(i) an amount equal to 6 months’ Base Salary and provide employee benefits under Section 2.4 through plus payment of 6 months health insurance premiums for the termination date. In addition, subject Executive with respect to the requirements policy provided by the Company (or an amount equal to 9 months Base Salary plus payment of 9 months health insurance premiums for the Executive with respect to the health insurance policy provided by the Company in the event the Executive has been employed for more than 2 years) and (ii) all of the Executive’s remaining unvested restricted stock issued hereunder, if any, along with all unexercised stock options shall vest immediately upon such termination. The term Good Reason shall mean (x) the Executive, with or without change in title or formal corporate action, no longer exercises substantially all of the duties and responsibilities and no longer possess substantially all of the authority set forth in Section 3.7, Section 3.83 (unless the Executive has agreed to the change in title and/or duties); (y) the Company materially breaches this Agreement, and Section 3.9, such breach is not cured within 30 days following receipt of notice by the Company will provide the following compensation and benefits to Executive Company; or (collectively, the z) any “Severance Pay”): A. an amount equal to twelve (12) months of Executive’s then current Base Salary, less applicable withholdings, payable Change in equal installments on each regularly scheduled payroll pay date during the twelve (12) month period that begins on the first day immediately after the Release Effective Date Control” (as defined in Section 3.7); B. an amount equal to Executive’s then current annual incentive compensation target, in a single lump sum, payable with the first installment below) of the salary-based severance; C. awardsCompany. The Executive shall have a period of 30 days following the occurrence of an event constituting Good Reason under clauses (x) and (y) above and a period of 90 days following an event constituting Good Reason under clause (z) above in which to exercise his right to terminate for Good Reason, or the Executive shall be deemed to have waived that particular Good Reason. Any failure by the Company to make any required payments (including, but not limited to Base Salary) will be deemed Good Reason under this Agreement. A “Change in Control” shall mean any of the following: (A) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if any, under the Long-Term Incentive Plan shall be paid in accordance with the terms and conditions more than 50% of the Long-Term Incentive Plan and combined voting power of the applicable awards; and D. subject to Executivecontinuing or surviving entity’s timely election for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act securities outstanding immediately after such merger, consolidation or other corporate reorganization are owned by persons who were not stockholders of 1985, as amended (“COBRA”), the Company will pay Executive’s monthly COBRA premiums immediately prior to such merger, consolidation or other corporate reorganization; (B) any entity or person not now an executive officer or director of the Company becomes either individually or as part of Executivea group required to file a Schedule 13D or 13G with the Securities and Exchange Commission (“SEC”) the beneficial owner of 30% or more of the Company’s severance benefits until common stock; for this purpose, the earliest terms “person” and “beneficial ownership” shall have the meanings provided in Section 13(d) of the Securities Exchange Act of 1934 (ithe “Exchange Act”) twelve or related rules promulgated by the SEC; (12C) months following a sale of all or substantially all of the assets of the Company in a transaction requiring stockholder approval; (D) individuals who, as of the date of termination this Agreement, constitute the Board (the “COBRA Continuation BenefitIncumbent Board”) or (ii) cease for any reason to constitute at least a majority of the Board, provided, however, that any individual becoming a director subsequent to the date Executive becomes eligible of this Agreement appointed by a majority of the directors then comprising the Incumbent Board or whose election or nomination for group insurance coverage through election by the Company’s stockholders was approved by a new employer. Thereafter, medical, dental and vision insurance coverage and health reimbursement account coverage vote of at least a majority of the directors then comprising the Incumbent Board shall be continued only considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the extent required by COBRA and only to election of the extent Executive timely pays the premium payments himself. Notwithstanding the foregoing, directors of the Company may end the payment (as such term is used in Rule 14a-11 of premiums earlier (but not Executive’s eligibility for COBRA) if it reasonably determines that applicable laws or regulations are reasonably likely to cause the payment of these premiums to trigger taxes or penalties on the Company or other participants or, to the extent Executive would be taxed on more than the amount of premiums, to Executive. Except as otherwise provided under law, or the terms of the Long-Term Incentive PlanRegulation 14A, or any other employee benefit plan successor section, promulgated under the Exchange Act); or (E) the Board, in which Executive participatesits sole and absolute discretion, Executive shall not be entitled to receive any additional compensation or benefits from determines that there is a Change in Control of the Company after the termination dateCompany.