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

Termination by the Company for Cause or by Executive Without Good Reason. If Executive’s employment is terminated by the Company for Cause or by Executive without Good Reason, the Company shall provide Executive with the following payments and benefits (collectively, the “Accrued Compensation”): (i) any accrued and unpaid Base Salary; (ii) any Annual Incentive Compensation earned but unpaid in respect of any completed fiscal year preceding the termination date; (iii) reimbursement for any and all monies advanced or expenses incurred in connection with Executive’s employment for reasonable and necessary expenses incurred by Executive on behalf of the Company for the period ending on the termination date; (iv) any accrued and unpaid vacation pay; (v) any previous compensation that Executive has previously deferred (including any interest earned or credited thereon), in accordance with the terms and conditions of the applicable deferred compensation plans or arrangements then in effect, to the extent vested as of Executive’s termination date; and (vi) any amount or benefit as provided under any plan, program, agreement or corporate governance document of the Company or its affiliates that are then-applicable (the “Company Arrangements”), in accordance with the terms thereof.

Termination by the Company for Cause or by Executive Without Good Reason. If Executive’s employment is terminated by the Company for Cause or by Executive without Good Reason, the Company shall provide Executive with the following payments and benefits (collectively, the “Accrued Compensation”): (i) any accrued and unpaid Base Salary; (ii) any Annual Incentive Compensation earned but unpaid in respect of any completed fiscal year preceding the termination date; (iii) reimbursement for any and all monies advanced or expenses incurred in connection with Executive’s employment for reasonable and necessary expenses incurred by Executive on behalf of the Company for the period ending on the termination date; (iv) any accrued and unpaid vacation pay; (v) any previous compensation that Executive has previously deferred (including any interest earned or credited thereon), in accordance with the terms and conditions of the applicable deferred compensation plans or arrangements then in effect, to the extent vested as of Executive’s termination date; and (viv) any amount or benefit as provided under any plan, program, agreement or corporate governance document of the Company or its affiliates that are then-applicable (the “Company Arrangements”), in accordance with the terms thereof.

Termination by the Company for Cause or by Executive Without Good Reason. If Executive’s employment is terminated by the Company for Cause or by Executive without Good Reason, the Company shall provide Executive with the following payments and benefits (collectively, the “Accrued Compensation”): (i) any accrued and unpaid Base Salary; (ii) any Annual Incentive Compensation earned but unpaid in respect of any completed fiscal year preceding the termination date; (iii) reimbursement for any and all monies advanced or expenses incurred in connection with Executive’s employment for reasonable and necessary expenses incurred by Executive on behalf of the Company for the period ending on the termination date; (iv) any accrued and unpaid vacation pay; (v) any previous compensation that Executive has previously deferred (including any interest earned or credited thereon), in accordance with the 128521/v3 6 terms and conditions of the applicable deferred compensation plans or arrangements then in effect, to the extent vested as of Executive’s termination date; and (vi) any amount or benefit as provided under any plan, program, agreement or corporate governance document of the Company or its affiliates that are then-applicable (the “Company Arrangements”), in accordance with the terms thereof.

Termination by the Company for Cause or by Executive Without Good Reason. If Executive’s 's employment is terminated by the Company for Cause or by Executive without Good Reason, the Company shall provide Executive with the following payments and benefits (collectively, the “"Accrued Compensation”"): (i) any accrued and unpaid Base Salary; (ii) any Annual Incentive Compensation earned but unpaid in respect of any completed fiscal year preceding the termination date; (iii) reimbursement for any and all monies advanced or expenses incurred in connection with Executive’s 's employment for reasonable and necessary expenses incurred by Executive on behalf of the Company for the period ending on the termination date; (iv) any accrued and unpaid vacation pay; (v) any previous compensation that Executive has previously deferred (including any interest earned or credited thereon), in accordance with the terms and conditions of the applicable deferred compensation plans or arrangements then in effect, to the extent vested as of Executive’s 's termination date; and (viv) any amount or benefit as provided under any plan, program, agreement or corporate governance document of the Company or its affiliates that are then-applicable (the “"Company Arrangements”"), in accordance with the terms thereof.

Termination by the Company for Cause or by Executive Without Good Reason. If Executive’s employment is terminated by the Company for Cause or by Executive without Good Reason, the Company shall provide Executive with the following payments and benefits (collectively, the “Accrued Compensation”): (i) any accrued and unpaid Base Salary; (ii) any Annual Incentive Compensation earned but unpaid in respect of any completed fiscal year preceding the termination date; (iii) reimbursement for any and all monies advanced or expenses incurred in connection with Executive’s employment for reasonable and necessary expenses incurred by Executive on behalf of the Company for the period ending on the termination date; (iv) any accrued and unpaid vacation pay; (v) any previous compensation that Executive has previously deferred (including any interest earned or credited thereon), in accordance with the terms and conditions of the applicable deferred compensation plans or arrangements then in effect, to the extent vested as of Executive’s termination date; and (vi) any amount or benefit as provided under any plan, program, agreement or corporate governance document of the Company or its affiliates that are then-applicable (the “Company Arrangements”), in accordance with the terms thereof.