Common use of Termination by Employer without Cause or by Employee for Good Reason Clause in Contracts

Termination by Employer without Cause or by Employee for Good Reason. Subject to Section 3.6 hereof, if, during the Term, Employer terminates Employee’s employment without Cause or Employee terminates his employment for Good Reason, Employee shall be entitled to receive (a) a termination payment equal to twelve (12) months’ annual base salary, (b) any unpaid annual base salary which has accrued for services already performed as of the date termination of Employee’s employment becomes effective, (c) a pro-rated cash bonus consistent with Section 1.4(b) determined at Employee’s target bonus opportunity for the year in which Employee’s employment terminates, and (d) an amount equal to the product of twelve (12) times the monthly COBRA premiums in effect on the date Employee’s employment terminates for the coverage in effect for Employee and, if applicable, Employee’s spouse and dependent children on such date under the Employer’s group health plans; provided, however, that the Employer may unilaterally amend this clause (d) or eliminate the benefit provided hereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Employer, including, without limitation, under Section 4980D of the Internal Revenue Code of 1986, as amended (the “Code”). All amounts payable pursuant to this Section 3.1 (or pursuant to Section 3.2) shall be reduced for applicable deductions and tax withholding. All other Employer benefits cease on the date of termination by Employer without Cause or by Employee for Good Reason.

Termination by Employer without Cause or by Employee for Good Reason. Subject to Section 3.6 hereof5.18 and subject to Employee’s continued compliance with the provisions of the restrictive covenants contained in the Restrictive Covenants Agreement attached hereto as Exhibit B, if, during in the Term, Employer terminates event of a termination of this Agreement and Employee’s employment without Cause or Employee terminates his hereunder pursuant to Section 4.01(d) (and Section 4.01(e) in the case of a termination of employment for Good Reason) above, Employee then this Agreement and Employee’s employment with Employer shall terminate and Employer’s sole obligation under this Agreement or otherwise shall be entitled to receive (i) pay and/or provide, as applicable, the Accrued Obligations, and (ii) subject to Employee’s execution, delivery within twenty-one (21) days (or forty-five days (45) for a group termination) following receipt by Employee, and non-revocation of the Release attached hereto as Exhibit A, (a) pay to Employee an aggregate amount equal to the Salary Continuation Payment (as defined below) and the Prorata Bonus (collectively, the “Severance Payment”); provided, however, that if a termination payment equal to twelve by the Company without Cause or a termination by Employee for Good Reason takes place upon or within 24 months of a Change in-Control (12) months’ as defined below), the term “Severance Payment” shall mean two times the sum of Employee’s then-current annual base salarysalary and Employee’s then-current annual target bonus), and (b) any unpaid annual base salary which has accrued for services already performed as of if Employee timely elects COBRA coverage and (1) provided Employee continues to make contributions to such continuation coverage equal to Employee’s contribution in effect immediately preceding the date termination of Employee’s employment becomes effectivetermination of employment, (c) a pro-rated cash bonus consistent with Section 1.4(b) determined at Employer shall pay the remaining portion of Employee’s target bonus opportunity healthcare continuation payments under COBRA for a twelve (12)-month period following the year in which date of Employee’s termination of employment terminateswith Employer, and (d2) provided that Employee’s COBRA coverage remains in effect, during the period commencing on the twelve (12)-month anniversary and ending on the eighteen (18)-month anniversary of Employee’s termination of employment with Employer, Employer shall absorb the entire cost of Employee’s health care continuation coverage under COBRA. In the event that Employee becomes eligible to obtain healthcare coverage from a new employer, Employer’s obligation to pay its portion or all, as applicable, of Employee’s healthcare continuation payments shall cease. Employee understands and acknowledges that Employee is obligated to inform Employer (or its successor) if Employee becomes eligible to obtain healthcare coverage from a new employer before the eighteen (18)-month anniversary of Employee’s termination of employment. Employer agrees that it shall deliver the Release to Employee within five (5) calendar days following the effective date of termination. The Severance Payment shall be payable in a lump sum on the next regular paydate 60 days after the date of Employee’s termination of employment with Employer; provided, that if such 60 day period begins in one calendar year and ends in a second calendar year, then the Severance Payment shall not be paid or commence, as applicable, until the second of such two calendar years (regardless of whether Employee delivers the required Release in the first calendar year or in the second calendar year). As used in this Section 4.02(c), the term “Salary Continuation Payment” shall mean an amount equal to the product of twelve of: (12i) times the monthly COBRA premiums one (1); and (ii) Employee’s annualized Base Salary in effect on the date Employee’s employment terminates for the coverage in effect for Employee and, if applicable, Employee’s spouse and dependent children on such date under the Employer’s group health plans; provided, however, that the Employer may unilaterally amend this clause (d) or eliminate the benefit provided hereunder immediately prior to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Employer, including, without limitation, under Section 4980D of the Internal Revenue Code of 1986, as amended (the “Code”). All amounts payable pursuant to this Section 3.1 (or pursuant to Section 3.2) shall be reduced for applicable deductions and tax withholding. All other Employer benefits cease on the date of termination by Employer without Cause or by Employee for Good Reasonof Employee’s employment with Employer.

Termination by Employer without Cause or by Employee for Good Reason. Subject to Section 3.6 hereof, ifIf, during the Term, Employer terminates Employee’s employment without Cause or Employee terminates his employment for Good Reason, Employee shall be entitled to receive (a) a termination payment payments equal to twelve (12) months’ annual base salary, (b) any unpaid annual base salary which has accrued for services already performed as of the date termination of Employee’s employment becomes effective, effective and (c) a pro-rated cash the product of (x) the annual bonus consistent payable with Section 1.4(b) determined at Employee’s target bonus opportunity for respect to the fiscal year in which Employee’s employment terminatesthe date of termination occurs and (y) a fraction, the numerator of which is the number of days Employee was employed by Employer during the fiscal year in which the date of termination occurs, and (d) an amount equal to the product denominator of twelve (12) times the monthly COBRA premiums in effect on the date Employee’s employment terminates for the coverage in effect for Employee and, if applicable, Employee’s spouse and dependent children on such date under the Employer’s group health plans; provided, however, that the Employer may unilaterally amend this clause (d) or eliminate the benefit provided hereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Employer, including, without limitation, under Section 4980D of the Internal Revenue Code of 1986, as amended (the “Code”)which is 365. All amounts payable pursuant to this Section 3.1 (or pursuant to Section 3.2) shall be reduced for applicable deductions and tax withholding. If, as a result of the termination of Employee’s employment without Cause or for Good Reason, Employee and Employee’s spouse and dependent children are eligible for and timely (and properly) elect to continue coverage under Employer’s group health plan(s) in accordance with Code Section 4980B(f) (“COBRA”), Employer shall pay the premium for such coverage for a period of twelve (12) months following the date of Employee’s termination or until Employee is no longer entitled to COBRA continuation coverage under Employer’s group health plan(s), whichever period is the shorter. All other Employer benefits cease on the date of termination by Employer without Cause or by Employee for Good Reason. If, during the Term, Employee is terminated by Employer for Cause or Employee terminates his employment other than for Good Reason, Employee shall not be entitled to receive any of the foregoing benefits, other than those set forth in Section 3.1(b) above.

Termination by Employer without Cause or by Employee for Good Reason. Subject to Section 3.6 hereof, if, during the Term, Employer terminates Employee’s employment without Cause or Employee terminates his Employee’s employment for Good Reason, Employee shall be entitled to receive (a) a termination payment equal to twelve eighteen (1218) months’ annual base salary, (b) any unpaid annual base salary which that has accrued for services already performed as of the date termination of Employee’s employment becomes effective, (c) a pro-rated cash bonus consistent with Section 1.4(b) determined at Employee’s target bonus opportunity for the year in which Employee’s employment terminates, (d) a termination payment equal to one and one-half (1.5) times Employee’s target bonus opportunity for the year in which Employee’s employment terminates, and (de) an amount equal to the product of twelve eighteen (1218) times the monthly COBRA premiums in effect on the date Employee’s employment terminates for the coverage in effect for Employee and, if applicable, Employee’s spouse and dependent children on such date under the Employer’s group health plans; provided, however, that the Employer may unilaterally amend this clause (d) or eliminate the benefit provided hereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Employer, including, without limitation, under Section 4980D of the Internal Revenue Code of 1986, as amended (the “Code”). All amounts payable pursuant to this Section 3.1 (or pursuant to Section 3.2) shall be reduced for applicable deductions and tax withholding. All other Employer benefits cease on the date of termination by Employer without Cause or by Employee for Good ReasonCause.