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

Termination by the Company without Cause or by Employee for Good Reason. If Employee’s employment hereunder is terminated by the Company without Cause pursuant to the provisions set forth in Section 4(a)(iv), or by Employee for Good Reason pursuant to the provisions set forth in Section 4(b), all of Employee’s rights and benefits provided for in this Agreement will terminate as of such date; provided, however, that (i) Employee will be paid Employee’s pro rata Base Salary as earned through the Termination Date, (ii)(A) if Employee’s employment is so terminated within twelve (12) months after the commencement of the Employment Period, extended health benefits shall continue at the Company’s expense for a period of eighteen (18) months after the Termination Date, and (B) if Employee’s employment is so terminated more than twelve (12) months after the commencement of the Employment Period, such extended health benefits shall continue at the Company’s expense for a period of twelve (12) months following the Termination Date, (iii) Employee shall be entitled to receive any earned and unpaid Annual Bonus for any full calendar year of the Company that ended prior to the Termination Date (in the amount theretofore awarded by the Board) on the date that such Annual Bonus would have otherwise been payable, and (iv)(A) if Employee’s employment is so terminated within twelve (12) months after the commencement of the Employment Period, the Company shall pay Employee severance equal to Seven Hundred Fifty Thousand Dollars ($750,000.00), and (B) if Employee’s employment is so terminated more than twelve (12) months after the commencement of the Employment Period, the Company shall pay Employee severance equal to the sum of (x) an amount equal to the Annual Bonus paid to Employee for the full calendar year of the Company ending immediately prior to the Termination Date and (y) twelve (12) months Base Salary (as determined on the Termination Date). The severance pay provided for in this Section 5(d)(iv) will be paid in installments in accordance with the Company’s normal payroll practices.

Termination by the Company without Cause or by Employee for Good Reason. If If, during the Term, the Company terminates Employee’s employment hereunder is terminated by other than for Cause or the Company without Cause pursuant occurrence of Employee’s death or Disability or Employee terminates Employee’s employment for Good Reason, Employee shall be entitled to continue to receive (i) any Bonus (if earned) relating to a fiscal year which was completed before the provisions effectiveness of such termination (payable as set forth in Section 4(a)(iv3(b)), (ii) any Bonus relating to the fiscal year during the date of effectiveness of such termination, to the extent earned, payable in a lump sum following the completion and filing of the Company’s annual audited financial statements in respect of such fiscal year in accordance with the Company’s Bonus payment policies under its annual bonus plans or by Employee incentive compensation programs, and (iii) an amount equal to Employee’s Base Salary commencing within sixty (60) days following the date of such termination for Good Reason pursuant or termination other than for Cause, due to the provisions set forth in Section 4(b), all of Employee’s rights death or due to Disability and benefits provided continuing for in this Agreement will terminate as of such date; provided, however, that (i) Employee will be paid Employee’s pro rata Base Salary as earned through the Termination Date, (ii)(A) if Employee’s employment is so terminated within twelve (12) months after the commencement effective date of termination (the “Post Employment Payment Period, extended health benefits shall continue at ”) payable in substantially equal consecutive installment payments which correspond to the Company’s expense for a regular payroll periods; provided, however, that if such sixty (60) day period of eighteen (18) months after begins in one calendar year and ends in the Termination Datenext calendar year, and (B) if Employee’s employment is so terminated more than twelve (12) months after the commencement of the Employment Period, such extended health benefits shall continue at the Company’s expense for a period of twelve (12) months following the Termination Date, (iii) Employee shall be entitled not have the right to receive any earned and unpaid Annual Bonus for any full designate the calendar year of the Company that ended prior to the Termination Date (in the amount theretofore awarded by the Board) on the date that such Annual Bonus would have otherwise been payable, and (iv)(A) if Employee’s employment is so terminated within twelve (12) months after the commencement of installment payments; and provided further that the Employment Period, the Company first such payment shall pay Employee severance equal to Seven Hundred Fifty Thousand Dollars ($750,000.00), and (B) if Employee’s employment is so terminated more than twelve (12) months after the commencement of the Employment Period, the Company shall pay Employee severance equal to the sum of (x) be in an amount equal to the Annual total amount which Employee would otherwise have been entitled during the period following the effective date of termination through such payment commencement date if delay had not been required by the foregoing provision or by the amount of time Employee properly takes to review and execute the General Release (as defined below) and the revocation period relating to the General Release, as applicable. Notwithstanding the foregoing, the Company’s obligations to make such payments of such Bonus paid or Base Salary are conditioned upon (x) Employee’s execution and delivery to the Company of a general release of all claims relating to Employee’s employment and termination from employment (the “General Release”) in a form provided by the Company (which General Release shall not affect any rights Employee may have under COBRA or under any vested award previously issued to Employee for the full calendar year of by the Company ending immediately prior to under any Company benefit plan) and the Termination Date executed and delivered General Release is not revoked during the applicable revocation period, and (y) twelve Employee not otherwise breaching Employee’s obligations under this Agreement (12) months including, without limitation, the Covenants). Employee understands that if the conditions set forth in the preceding sentence are not met, Employee shall not be entitled to a Bonus or any payments of Base Salary relating to periods of time following the effective date of the termination of Employee’s employment under this Section 6(c) or otherwise. The Company shall have no further obligations to Employee under this Agreement. Notwithstanding any other provision in this Agreement to the contrary, by notice to Employee during the Post-Employment Payment Period, the Company may, to the extent compliant with Section 409A of the Internal Revenue Code of 1986, as amended (as determined on “Code”) or an exception thereto, elect to continue to pay Employee’s Base Salary for any additional period ending no later than the Termination Datesecond anniversary of the effectiveness of termination of Employee’s employment hereunder by the Company without Cause or if Employee terminates Employee’s employment for Good Reason (“Continuing Payment Period”). The severance pay provided for in For the avoidance of doubt, Employee shall not be entitled to any payments or benefits under this Section 5(d)(iv6(c) will be paid in installments in accordance with the Companyevent of non-renewal of the Term of this Agreement, including any termination of Employee’s normal payroll practicesemployment upon or following such non-renewal.

Termination by the Company without Cause or by Employee for Good Reason. If Employee’s employment hereunder is may be terminated at any time by the Company without Cause pursuant (except for disability or death, which shall be covered by Sections 2.01 and 2.02 above) by written notice to Employee and Employee may terminate Employee’s employment with the provisions set forth in Section 4(a)(iv), or by Employee Company for Good Reason pursuant Reason. In the event of any such termination of employment, (a) the Company shall immediately pay to the provisions set forth in Section 4(b), all of Employee’s rights and benefits provided for in this Agreement will terminate as of such date; provided, however, that Employee (i) Employee will be paid Employee’s pro rata an amount equal to all Base Salary as and other benefits earned through the Termination Date, (ii)(A) if Employee’s employment is so terminated within twelve (12) months after the commencement of the Employment Period, extended health benefits shall continue at and accrued and customarily paid under the Company’s expense standard policies (but specifically excluding any rights under Section 1.04 hereof, the entitlement to which shall be governed by such Section) through and including the date of termination (and reimbursement for a period any expenses incurred through and including the date of eighteen (18such termination) months after the Termination Date, and (B) if Employee’s employment is so terminated more than twelve (12) months after the commencement of the Employment Period, such extended health benefits shall continue at the Company’s expense for a period of twelve (12) months following the Termination Date, (iii) Employee shall be entitled to receive any earned and unpaid Annual Bonus for any full calendar year of the Company that ended prior to the Termination Date (in the amount theretofore awarded by the Board) on the date that such Annual Bonus would have otherwise been payable, and (iv)(A) if Employee’s employment is so terminated within twelve (12) months after the commencement of the Employment Period, the Company shall pay Employee severance equal to Seven Hundred Fifty Thousand Dollars ($750,000.00), and (B) if Employee’s employment is so terminated more than twelve (12) months after the commencement of the Employment Period, the Company shall pay Employee severance equal to the sum of (xii) an amount equal to the Annual product of (x) Employee’s most recently determined Bonus Allotted Share as of the date of termination multiplied by (y) $15,000,000 minus (A) the aggregate amount paid by the Buyer under Section 3.1.1 of the Purchase Agreement plus (B) the aggregate amount of Bonus Pools previously paid by the Company pursuant to Section 1.04. The obligations of Employee under Article IV hereof shall continue notwithstanding termination of Employee’s employment pursuant to this Section 2.04, but only if and to the extent the Company (1) notifies Employee within sixty days of the date of termination that the Company irrevocably commits to make the Subject Payments and to provide the health-related benefits described in clause (3) below and (2) pays the Employee an amount equal to his then current Base Salary for and throughout the balance of the period that would have remained if the Term had Employee’s employment hereunder not been so terminated, no less frequently than Employee was paid Base Salary while working for the full calendar year Company (the “Subject Payments”) and (3) for the period that would have remained in the Term had Employee’s employment hereunder not be so terminated, provides Employee with such continuing coverage under the health insurance benefit plans and programs Employee was receiving at the time of such termination of employment. If termination pursuant to this Section 2.04 occurs at a time when Employee or Xxxxx Xxxxxxx is President of the Company, the decision to pay the compensation and extend the health benefits described in the preceding sentence shall be made only by the board of directors of the Company ending immediately prior to the Termination Date and (y) twelve (12) months Base Salary (as determined on the Termination Date). The severance pay provided for in this Section 5(d)(iv) will be paid in installments in accordance with the Company’s normal payroll practicesor its designee.

Termination by the Company without Cause or by Employee for Good Reason. If In the event the Company involuntarily terminates Employee’s employment hereunder other than for Cause (as defined below) or Employee terminates his employment for Good Reason (as defined below) before the First Retention Date, the Company will pay Employee a prorated portion of the First Retention Bonus calculated by multiplying $200,000 by a fraction, the numerator of which is terminated the number of whole months elapsed between August 31, 2016 and the Employee’s termination date and the denominator of which is 12, and the Employee shall not be eligible for and shall forfeit Employee’s right to receive the balance of the First Retention Bonus and all of the Second Retention Bonus. In the event the Company involuntarily terminates Employee’s employment other than for Cause (as defined below) or Employee terminates his employment for Good Reason (as defined below) after the First Retention Date, but before the Second Retention Date, the Company will pay Employee a prorated portion of the Second Retention Bonus calculated by multiplying $300,000 by a fraction, the numerator of which is the number of whole months elapsed between August 31, 2017 and the Employee’s termination date and the denominator of which is 12, and the Employee shall not be eligible for and shall forfeit Employee’s right to receive the balance of the Second Retention Bonus. Any payment pursuant to this Section 2(b) will be made by the Company without Cause pursuant within 60 days following Employee’s termination date, subject to Employee executing and delivering to the provisions set forth Company a release in Section 4(a)(iv), or by Employee for Good Reason pursuant to the provisions set forth in Section 4(b), all of Employee’s rights and benefits provided for in this Agreement will terminate as of such date; provided, however, that (i) Employee will be paid Employee’s pro rata Base Salary as earned through the Termination Date, (ii)(A) if Employee’s employment is so terminated within twelve (12) months after the commencement of the Employment Period, extended health benefits shall continue at the Company’s expense for a period of eighteen (18) months after the Termination Date, customary form which must become effective and (B) if irrevocable no later than 45 days following Employee’s employment is so terminated more than twelve (12) months after the commencement of the Employment Period, such extended health benefits shall continue at the Company’s expense for a period of twelve (12) months following the Termination Date, (iii) Employee shall be entitled to receive any earned and unpaid Annual Bonus for any full calendar year of the Company that ended prior to the Termination Date (in the amount theretofore awarded by the Board) on the date that such Annual Bonus would have otherwise been payable, and (iv)(A) if Employee’s employment is so terminated within twelve (12) months after the commencement of the Employment Period, the Company shall pay Employee severance equal to Seven Hundred Fifty Thousand Dollars ($750,000.00), and (B) if Employee’s employment is so terminated more than twelve (12) months after the commencement of the Employment Period, the Company shall pay Employee severance equal to the sum of (x) an amount equal to the Annual Bonus paid to Employee for the full calendar year of the Company ending immediately prior to the Termination Date and (y) twelve (12) months Base Salary (as determined on the Termination Date). The severance pay provided for in this Section 5(d)(iv) will be paid in installments in accordance with the Company’s normal payroll practicestermination date.

Termination by the Company without Cause or by Employee for Good Reason. If Employee’s employment hereunder is terminated by the Company without Cause pursuant to the provisions set forth “Without Cause” (as defined in Section 4(a)(iv), 8.7 below) or by Employee for “Good Reason pursuant to the provisions set forth Reason” (as defined in Section 4(b), all 8.8 below) and Employee executes a full general release substantially in the form attached hereto as Exhibit A and provided by the Company (the “Release”) within seven (7) days of Employee’s rights termination and benefits provided for such Release has become effective in this Agreement will terminate accordance with its terms, returned to the Company and not been revoked prior to the 60th day following the Separation Date, then (a) the Company shall pay to Employee, on the first payroll date occurring at least 60 days following the Separation Date, a lump sum severance payment in an amount equal to 12 months of the Base Salary; (b) if such termination occurs before the date that is 12 months following the Commencement Date, Employee shall become fully vested with respect to X/48th of the shares that are subject to the Option, where “X” equals the number of full months that have elapsed following the Commencement Date, effective as of such datethe Separation Date; and (c) provided that Employee and his dependents are eligible to continue participation in the Company’s group health, dental and vision plans following the Separation Date under the federal law commonly known as “COBRA” and elect to do so in a timely manner, the Company shall (unless prohibited by law) continue to contribute, on a monthly basis, to the premium cost of Employee’s participation and that of his eligible dependents in its group health, dental and vision plans (at the same rate as it contributed as of the Separation Date) until the earliest of: (i) the date that is 12 months following the Separation Date, (ii) the date that Employee is eligible to participate in another employer’s group health plan, (iii) the date the Company’s plan(s) are no longer is subject to COBRA, and (iv) the date Employee is no longer eligible for coverage under COBRA or Company plans, provided, however, that Employee must, in order to maintain COBRA-coverage and be eligible for such Company contributions, timely pay the remainder of the premium cost directly to the Company and must notify the Company immediately if he begins new employment (i) Employee will be paid Employee’s pro rata Base Salary as earned through the Termination Date(a), (ii)(A) if Employee’s employment is so terminated within twelve (12) months after the commencement of the Employment Period, extended health benefits shall continue at the Company’s expense for a period of eighteen (18) months after the Termination Date, and (B) if Employee’s employment is so terminated more than twelve (12) months after the commencement of the Employment Period, such extended health benefits shall continue at the Company’s expense for a period of twelve (12) months following the Termination Date, (iii) Employee shall be entitled to receive any earned and unpaid Annual Bonus for any full calendar year of the Company that ended prior to the Termination Date (in the amount theretofore awarded by the Board) on the date that such Annual Bonus would have otherwise been payable, and (iv)(A) if Employee’s employment is so terminated within twelve (12) months after the commencement of the Employment Period, the Company shall pay Employee severance equal to Seven Hundred Fifty Thousand Dollars ($750,000.00b), and (Bc) if Employee’s employment is so terminated more than twelve (12) months after the commencement of the Employment Periodtogether, the Company shall pay Employee severance equal to the sum of (x) an amount equal to the Annual Bonus paid to Employee for the full calendar year of the Company ending immediately prior to the Termination Date and (y) twelve (12) months Base Salary (as determined on the Termination Date“Severance Benefits”). The severance Company will also pay provided for in this Section 5(d)(iv) will be paid in installments in accordance with to Employee, within 30 days following the Company’s normal payroll practicesSeparation Date, the amount of any unpaid Base Salary, plus any unused, accrued vacation earned by Employee, through the Separation Date.