Common use of Termination by the Company Without Cause, by Executive For Good Reason Clause in Contracts

Termination by the Company Without Cause, by Executive For Good Reason. 6.4.1 In the event that the Company involuntarily terminates Executive’s employment without Cause (and not due to Disability) or Executive voluntarily terminates his employment for Good Reason, Executive shall be entitled to (i) his Accrued Obligations and any Prior Bonus, (ii) severance in an amount equal to twenty-four (24) months of Executive’s Base Salary, payable in regular payroll installments over the twenty-four (24) month period commencing on the date of Executive’s termination, (iii) a bonus based on actual performance under the annual incentive program and pro rated based on the ratio of the number of days employed during the fiscal year to 365, and paid when annual bonuses are paid to other senior executives, (iv) medical, dental, prescription drug, basic life insurance and employee assistance program benefits for twenty-four (24) months following the date of Executive’s termination subject to Executive’s payment of any required employee contributions consistent with those contributions required of active employees of the Company (and which benefits shall be coterminous with Executive’s entitlement to COBRA health benefits continuation), and (v) outplacement benefits (having a cost not exceeding $50,000); provided, such payments and benefits provided under clauses (ii), (iii), (iv) and (v) shall be subject to Executive entering into a complete release of all claims in the form then applicable for such a termination under the Company’s Executive Severance Plan (or any successor to such plan). Upon payment of such amounts and benefits, the Company shall have no further obligation to Executive. All amounts payable under this Section 6.4 shall be in lieu of and not in addition to any amount that otherwise might be payable under the Company’s Executive Severance Plan (or successor to such plan) upon such a termination. 6.4.2 For all purposes under this Agreement, “Cause” shall mean and include (i) a willful and material misappropriation of any monies or assets or properties of the Company; (ii) a willful and material breach by Executive of the terms of this Agreement that is demonstrably injurious to the Company and that has not been cured within thirty (30) days after written notice to Executive of the breach, which notice shall specify the breach and the nature of conduct necessary to cure such breach; or (iii) the conviction of, or plea of guilty or nolo contendre, by Executive to a felony or to any criminal offense involving Executive’s moral turpitude.

Termination by the Company Without Cause, by Executive For Good Reason. 6.4.1 In the event that the Company involuntarily terminates Executive’s employment without Cause (and not due to Disability) or Executive voluntarily terminates his employment for Good Reason, Executive shall be entitled to (i) his Accrued Obligations and any Prior Bonus, (ii) severance in an amount equal to twenty-four (24) months of Executive’s Base Salary, payable in regular payroll installments over the twenty-four (24) month period commencing on the date of Executive’s termination, (iii) a bonus based on actual performance under the annual incentive program and pro rated based on the ratio of the number of days employed during the fiscal year to 365, and paid when annual bonuses are paid to other senior executives, (iv) medical, dental, prescription drug, basic life insurance and employee assistance program benefits for twenty-four (24) months following the date of Executive’s termination subject to Executive’s payment of any required employee contributions consistent with those contributions required of active employees of the Company (and which benefits shall be coterminous with Executive’s entitlement to COBRA health benefits continuation), and (v) outplacement benefits (having a cost not exceeding $50,000); provided, such payments and benefits provided under clauses (ii), (iii), (iv) and (v) shall be subject to Executive entering into a complete release of all claims in the form then applicable for such a termination under the Company’s Executive Severance Plan (or any successor to such plan); further provided, the severance amount payable under clause (ii) and the benefit continuation period provided under clause (iv) shall be reduced to such amount and period as applies by excluding from any such severance payments and benefit continuation period under clauses (ii) and (iv) as would apply after the date Executive attains age 65. Upon payment of such amounts and benefits, the Company shall have no further obligation to Executive. All amounts payable under this Section 6.4 shall be in lieu of and not in addition to any amount that otherwise might be payable under the Company’s Executive Severance Plan (or successor to such plan) upon such a termination. 6.4.2 For all purposes under this Agreement, “Cause” shall mean and include (i) a willful and material misappropriation of any monies or assets or properties of the Company; (ii) a willful and material breach by Executive of the terms of this Agreement that is demonstrably injurious to the Company and that has not been cured within thirty (30) days after written notice to Executive of the breach, which notice shall specify the breach and the nature of conduct necessary to cure such breach; or (iii) the conviction of, or plea of guilty or nolo contendre, by Executive to a felony or to any criminal offense involving Executive’s moral turpitude.

Termination by the Company Without Cause, by Executive For Good Reason. 6.4.1 In the event that the Company involuntarily terminates Executive’s 's employment without Cause (and not due to Disability) or Executive voluntarily terminates his employment for Good Reason, Executive shall be entitled to (i) his Accrued Obligations and any Prior Bonus, (ii) severance in an amount equal to twenty-four (24) months of Executive’s 's Base Salary, payable in regular payroll installments over the twenty-four (24) month period commencing on the date of Executive’s 's termination, (iii) a bonus for the current year based on actual performance under the annual incentive program and pro rated based on a bonus for the ratio of calendar year after termination at the number of days employed during the fiscal year to 365Target amount, and paid both payable when annual bonuses are paid to other senior executives, (iv) medical, dental, prescription drug, basic life insurance and employee assistance program benefits for twenty-four (24) months following the date of Executive’s 's termination subject to Executive’s 's payment of any required employee contributions consistent with those contributions required of active employees of the Company (and which benefits shall be coterminous with Executive’s 's entitlement to COBRA health benefits continuation), and (v) outplacement benefits (having a cost not exceeding $50,000); provided, such payments and benefits provided under clauses (ii), (iii), (iv) and (v) shall be subject to Executive entering into a complete release of all claims in the form then applicable for such a termination under the Company’s 's Executive Severance Plan (or any successor to such plan). Upon payment of such amounts and benefits, the Company shall have no further obligation to Executive. All amounts payable under this Section 6.4 shall be in lieu of and not in addition to any amount that otherwise might be payable under the Company’s 's Executive Severance Plan (or successor to such plan) upon such a termination. 6.4.2 For all purposes under this Agreement, “Cause” shall mean and include (i) a willful and material misappropriation of any monies or assets or properties of the Company; (ii) a willful and material breach by Executive of the terms of this Agreement that is demonstrably injurious to the Company and that that, if capable of cure, has not been cured within thirty (30) days after written notice to Executive of the breach, which notice shall specify the breach and and, if applicable, the nature of conduct necessary to cure such breach; or (iii) the conviction of, or plea of guilty or nolo contendre, by Executive to a felony or to any criminal offense involving Executive’s 's moral turpitude.

Termination by the Company Without Cause, by Executive For Good Reason. 6.4.1 In the event that the Company involuntarily terminates of a termination of Executive’s employment by the Company without Cause (and not due to Disability) Cause, or by Executive voluntarily terminates his employment for Good Reason, Executive shall be entitled to receive the payments provided for in Sections 3.5(a)(i) and (ii). In addition: (i) his Accrued Obligations and any Prior Bonus, (ii) severance in an amount Executive shall receive a lump-sum payment equal to twenty-four the amount of Base Salary (24at the rate in effect immediately prior to his termination) months that would have been payable to him if he had continued in employment through the longer of (A) the balance of the initial term of Executive’s Base Salaryemployment under this Agreement, payable in regular payroll installments over or (B) the twentyone-four (24) month year period commencing on the date of Executive’s termination, (iii) a bonus based on actual performance under the annual incentive program and pro rated based on the ratio of the number of days employed during the fiscal year to 365, and paid when annual bonuses are paid to other senior executives, (iv) medical, dental, prescription drug, basic life insurance and employee assistance program benefits for twenty-four (24) months following the date of termination. Such lump-sum payment shall be made within fifteen (15) days after Executive’s termination subject to Executive’s payment of any required employee contributions consistent with those contributions required of active employees of the Company (and which benefits shall be coterminous with Executive’s entitlement to COBRA health benefits continuation), and (v) outplacement benefits (having a cost not exceeding $50,000)date; provided, however, that if at the time of Executive’s termination for Good Reason, the Employee is a “specified employee” as defined in Section 409A of the Code, then the Company will defer the payment until the first day of the seventh (7th) month following the date of termination or, if earlier, Executive’s death or such payments and benefits provided earliest other date as is permitted under clauses (ii), (iii), (iv) and (v) shall Section 409A. In the event a lump sum payment would be subject to a delay under Section 409A, Executive entering into a complete release of all claims in the form then applicable for such a termination under may elect to receive payments on the Company’s Executive Severance Plan (or any successor to such plan). Upon payment of such amounts regularly scheduled pay dates, and benefits, the Company shall have no further obligation make such payments to Executive. the extent permitted by Section 409A and any other applicable law or regulation. (ii) All amounts payable under this Section 6.4 shall be in lieu rights to exercise any outstanding award of and not in addition stock options or stock appreciation rights with respect to any amount that otherwise might be payable under the Company’s common stock, or shares of restricted stock, held by Executive Severance Plan (or successor to at the date of termination shall be governed by the terms of the applicable plan under which such plan) upon such a terminationaward was granted. 6.4.2 (iii) For all purposes the longer of (A) the balance of the initial term of Executive’s employment under this Agreement, “Cause” or (B) the one-year period following the date of termination, Executive shall mean have the right to continue his participation in the benefit plans and include (i) a willful and material misappropriation of any monies or assets or properties programs in which Executive was participating at the time of the Company; termination of his employment, to the extent permitted by the applicable plan or program and subject to any subsequent modifications or amendments to any such plan or program. (iiiv) a willful and material breach by Executive For the longer of (A) the balance of the terms initial term of Executive’s employment under this Agreement that is demonstrably injurious to Agreement, or (B) the Company one-year period following the date of termination, Executive shall also receive the monthly health care and that has not been cured within thirty (30) days after written notice to Executive of car allowances provided for in this Agreement. To the breach, which notice shall specify extent the breach and the nature of conduct necessary to cure such breach; or payments under subsections (iii) or (iv) are not exempt from Section 409A, any payments that cannot be paid during the conviction of, or plea 6-month period after the date of guilty or nolo contendre, by Executive to a felony or to any criminal offense involving Executive’s moral turpitudetermination described in Section 7.10(a) will be postponed until the time for payment permitted under Section 7.10.