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

Termination by the Company Without Cause or by the Executive for Good Reason. If (x) the Executive’s employment is terminated by the Company other than for Cause, death or Disability (i.e., without Cause) or (y) the Executive terminates employment with Good Reason, then the Executive shall be entitled to receive the following from the Company:

Termination by the Company Without Cause or by the Executive for Good Reason. If (x) the Executive’s employment is terminated (A) by the Company without Cause or (B) by the Executive for Good Reason (in either case, other than for Cause, a termination due to the Executive’s death or Disability (i.e.Disability), without Cause) or (y) in addition to the Executive terminates employment with Good ReasonAccrued Amounts, then the Executive shall be entitled to receive as severance (subject to Section 7(d)) the following from amounts set forth in this Section 7(b), provided the Company:Executive executes and does not revoke the Release as required by Section 7(d).

Termination by the Company Without Cause or by the Executive for Good Reason. If (x) the Executive’s employment of the Executive is terminated by the Company for any reason other than for Cause, death or Disability (i.e.Disability, without Cause) or (y) if the employment of the Executive terminates employment with is terminated by the Executive for Good Reason, then then, subject to the terms and conditions of Section 15(i), the Company shall pay or provide to the Executive shall be entitled to receive the following from the Companycompensation and benefits:

Termination by the Company Without Cause or by the Executive for Good Reason. The Company may terminate the Executive’s employment without Cause, and the Executive may terminate his employment for Good Reason. If (x) the Executive’s employment is terminated by the Company other than for Cause, without Cause (excluding any termination due to the Executive’s death or Disability (i.e., without CauseDisability) or (y) by the Executive terminates employment for Good Reason in accordance with the Good ReasonReason Process, then the Company shall pay the Executive shall be entitled to receive the following from the Companyfollowing:

Termination by the Company Without Cause or by the Executive for Good Reason. If (x) the Executive’s employment is and the Employment Term are terminated (x) by the Company other than for Cause, Cause (and not due to Executive’s death or Disability (i.e., without CauseDisability) or (y) by the Executive terminates employment with for Good Reason, then the Company shall pay or provide the Executive shall be entitled to receive with the following from the Companyfollowing:

Termination by the Company Without Cause or by the Executive for Good Reason. If (xi) In the event that the Executive’s employment hereunder is (x) terminated by the Company without Cause, other than for Cause, due to Disability or death or Disability (i.e., without Cause) or (y) the Executive terminates employment with resigns for Good Reason, then the Executive shall be entitled to receive the following from the Companyreceive:

Termination by the Company Without Cause or by the Executive for Good Reason. If (x) If, during the Employment Period, the Executive’s 's employment with the Company is terminated by the Company other than for Cause, death or Disability (i.e., without Cause) or (y) by the Executive terminates employment with for Good Reason, then the Executive shall be entitled to receive the following from the Companythen:

Termination by the Company Without Cause or by the Executive for Good Reason. If (x) the Executive’s employment is terminated by the Company other than for Cause, death or Disability (i.e., without Cause) or (y) by the Executive terminates employment with for Good Reason, then the Executive shall be entitled in either case prior to receive the following from the Company:a Change of Control (as defined herein),

Termination by the Company Without Cause or by the Executive for Good Reason. If the employment of the Executive should terminate by reason of termination (x1) the Executive’s employment is terminated by the Company for any reason other than for Cause, death or Disability (i.e.Disability, without Cause) or (y2) by the Executive terminates employment with for Good Reason, then the Company shall pay compensation and benefits for the Executive shall be entitled to receive the following from the Companyas follows:

Termination by the Company Without Cause or by the Executive for Good Reason. If (x) In the Executive’s employment is terminated event of a termination by the Company other than for Cause, death without Cause or Disability (i.e., without Cause) or (y) by the Executive terminates employment with for Good Reason, then the Executive shall be entitled to receive the following from the Companypayments and benefits:

Termination by the Company Without Cause or by the Executive for Good Reason. If (x) the Executive’s 's employment is by the Company shall be terminated by the Company other than for without Cause, death or Disability (i.e., without Cause) or (y) if the Executive terminates his employment with for Good Reason, then the Executive shall be entitled to receive the following from the Companyfollowing:

Termination by the Company Without Cause or by the Executive for Good Reason. If (x) the Company terminates the Executive’s employment is terminated by the Company other than for Cause, death without Cause or Disability (i.e., without Cause) or (y) the Executive terminates the Executive’s employment with for Good ReasonReason (each, a “Qualifying Termination”), in each case, outside of the Protection Period (as defined below), then in addition to Accrued Benefits, the Executive shall be entitled to receive the following from the Companypayments and benefits:

Termination by the Company Without Cause or by the Executive for Good Reason. If (x) the Company terminates the Executive’s employment is terminated by the Company other than for without Cause, death or Disability (i.e., without Cause) or (y) if the Executive terminates employment with voluntarily resigns for Good Reason, then the Executive shall be entitled to receive the following from Accrued Benefits and, subject to Section 5.4, the Companyfollowing:

Termination by the Company Without Cause or by the Executive for Good Reason. If (x) If, during the Employment Period, the Executive’s employment with the Company is terminated by the Company other than for Cause, death or Disability (i.e., without Cause) or (y) by the Executive terminates employment with for Good Reason, then the Executive shall be entitled to receive the following from the Companythen:

Termination by the Company Without Cause or by the Executive for Good Reason. (i) If (x) the Executive’s employment of the Executive is terminated by the Company other than for Cause, death without Cause or Disability (i.e., without Cause) or (y) by the Executive terminates employment with for Good Reason, then the Executive shall be entitled to receive the following from the Company:, in addition to the rights and amounts described in Section 3(b):

Termination by the Company Without Cause or by the Executive for Good Reason. If (x) In the event that the Company terminates the Executive’s employment is terminated by the Company other than for Cause, death without Cause or Disability (i.e., without Cause) or (y) the Executive terminates Executive’s employment with for Good Reason, then in addition to the Standard Benefits, the Executive shall thereupon be entitled to receive the following from the Companyto:

Termination by the Company Without Cause or by the Executive for Good Reason. If (x) the Executive’s employment is terminated by the Company other than for Cause, death without Cause or Disability (i.e., without Cause) or (y) the Executive terminates employment with for Good Reason, then in addition to the Accrued Obligations, the Executive shall be entitled to receive the following from the Company:benefits set forth in either paragraph 8 or 9, as applicable.

Termination by the Company Without Cause or by the Executive for Good Reason. If (x) The Company may terminate the Executive’s employment is terminated by hereunder without Cause. The Executive may terminate his employment hereunder with the Company other than for Cause, death or Disability (i.e., without Cause) or (y) the Executive terminates employment with Good Reason, then the Executive shall be entitled to receive the following from the Company:.

Termination by the Company Without Cause or by the Executive for Good Reason. If (x) the Executive’s 's employment is shall be terminated by the Company other than for Causewithout Cause during the Employment Period, death or Disability (i.e., without Cause) or (y) by the Executive terminates employment with for Good Reason, then the Executive shall be entitled to receive the following from the Companythen:

Termination by the Company Without Cause or by the Executive for Good Reason. If (x) the Executive’s employment is terminated by the Company other than for Cause, death without Cause or Disability (i.e., without Cause) or (y) by the Executive terminates employment with for Good Reason, then the Executive shall be entitled to receive the following from the Company:

Termination by the Company Without Cause or by the Executive for Good Reason. If (x) the Executive’s employment with the Company is terminated by the Company other than for Cause, death or Disability (i.e., without Cause) or (y) by the Executive terminates employment with for Good Reason, then the Executive shall be entitled to receive the following from the Companythen:

Termination by the Company Without Cause or by the Executive for Good Reason. If (x) the Executive’s employment is terminated by the Company other than for Cause, death or Disability (i.e., without Cause) or (y) by the Executive terminates employment with for Good Reason, then the Executive shall be entitled in either case prior to receive the following from the Company:a Change of Control (as defined herein), I/3516071.4

Termination by the Company Without Cause or by the Executive for Good Reason. If (x) The Company may terminate the Executive’s employment without Cause and the Executive may terminate his employment voluntarily for Good Reason, at any time during the Term of Employment. If the Executive’s employment hereunder is terminated by the Company other than for Cause, death without Cause or Disability (i.e., without Cause) or (y) by the Executive terminates employment with for Good Reason, then subject to Section 9(f), the Executive shall be entitled to receive the following from the Companyto:

Termination by the Company Without Cause or by the Executive for Good Reason. If (x) In the event that the Company terminates the Executive’s employment is terminated by the Company other than for Cause, death without Cause or Disability (i.e., without Cause) or (y) the Executive terminates his employment with for Good Reason, then the Executive shall thereupon be entitled to receive the following from the Companyto:

Termination by the Company Without Cause or by the Executive for Good Reason. If (x) the Executive’s employment is terminated of the Executive should terminate at the election of the Company without Cause or by the Company Executive for Good Reason and other than for Cause, death or Disability (i.e., without Causepursuant to Section 6(a) or (y) the Executive terminates employment with Good Reasonabove, then the Executive Company shall be entitled pay or provide to receive the following from the CompanyExecutive:

Termination by the Company Without Cause or by the Executive for Good Reason. If (x) In the event of the termination of the Executive’s employment is terminated by the Company other than for Cause, death without Cause or Disability (i.e., without Cause) or (y) by the Executive terminates employment with for Good Reason, then the Executive shall be entitled to receive the following from the Companypayments and benefits, subject to any Offsets:

Termination by the Company Without Cause or by the Executive for Good Reason. The Company may terminate the Executive’s employment without Cause, and the Executive may terminate his or her employment for Good Reason. If (x) the Executive’s employment is terminated by the Company other than for Cause, without Cause (excluding any termination due to the Executive’s death or Disability (i.e., without CauseDisability) or (y) by the Executive terminates employment for Good Reason in accordance with the Good ReasonReason Process, then the Company shall pay the Executive shall be entitled to receive the following from the Companyfollowing:

Termination by the Company Without Cause or by the Executive for Good Reason. If (x) the Executive’s 's employment is shall be terminated during the Employment Period by the Company other than for without Cause, death or Disability (i.e., without Cause) or (y) by the Executive terminates employment with for Good Reason, then the Executive shall be entitled to receive the following from the Companythen:

Termination by the Company Without Cause or by the Executive for Good Reason. If (x) the Executive’s employment is terminated and the Employment Term end due to a termination (x) by the Company other than for Cause, death or Disability (i.e., without Cause) Cause or (y) by the Executive terminates employment with for Good Reason, then the Company shall pay or provide to the Executive shall be entitled to receive the following from the Companyfollowing:

Termination by the Company Without Cause or by the Executive for Good Reason. If during the Employment Term, (xi) the Executive’s employment is terminated by the Company without Cause (other than for Cause, death or Disability (i.e., without CauseDisability) or (yii) the Executive terminates his employment with for Good Reason, then the Executive shall will be entitled to receive the following from the Company:, in full satisfaction of the Executive’s rights and any benefits the Executive is entitled to under this Agreement, any other employment arrangement with the Company Group or otherwise, the following, subject to Section 7(d):

Termination by the Company Without Cause or by the Executive for Good Reason. If (x) In the Executive’s employment is terminated event of termination by the Company other than for Cause, death without Cause or Disability (i.e., without Cause) or (y) resignation by the Executive terminates employment with for Good Reason, then the Executive shall be entitled to receive the following from the Companypayments and benefits:

Termination by the Company Without Cause or by the Executive for Good Reason. If (x) If, during the Employment Period, the Company shall terminate the Executive’s employment is terminated by the Company other than for Cause, death Without Cause or Disability (i.e., without Cause) or (y) the Executive terminates employment with Good Reason, then the Executive shall be entitled to receive terminate the following from the CompanyExecutive’s employment for Good Reason:

Termination by the Company Without Cause or by the Executive for Good Reason. If (x) In the event Executive’s 's employment is terminated by the Company other than for Cause, death without Cause or Disability (i.e., without Cause) or (y) by the Executive terminates employment with for Good Reason, then the . Executive shall be entitled to receive the following from payments and benefits: The determination of "Good Reason" is in the sole discretion of the Company:.

Termination by the Company Without Cause or by the Executive for Good Reason. If (x) the Company terminates the Executive’s 's employment is terminated by the Company other than for without Cause, death or Disability (i.e., without Cause) or (y) the Executive terminates his employment with for Good Reason, then the Company will pay and/or provide the Executive shall be entitled to receive with the following from the Companyfollowing:

Termination by the Company Without Cause or by the Executive for Good Reason. If (xi) The Executive’s employment hereunder may be terminated by the Company without Cause or by the Executive for Good Reason. Upon the termination of the Executive’s employment is terminated by the Company other than for Cause, death without Cause or Disability (i.e., without Cause) or (y) by the Executive terminates employment with for Good Reason, then except as provided in Section 8(h) below, the Executive shall be entitled to receive receive, in addition to the Base Obligations, the following from payments and benefits (the Company:“Severance Benefits”):

Termination by the Company Without Cause or by the Executive for Good Reason. If (x) the Executive’s employment with the Company is terminated by the Company for reasons other than for Cause, death Cause or Disability (i.e., without Cause) or (y) is voluntarily terminated by the Executive terminates employment with for Good Reason, then the Executive shall be entitled to receive the following from the Company:Company the Severance Benefits as described in Section 2.3 herein as well as his

Termination by the Company Without Cause or by the Executive for Good Reason. If (x) In the event Executive’s 's employment is terminated by the Company other than for Cause, death without Cause or Disability (i.e., without Cause) or (y) by the Executive terminates employment with for Good Reason, then the Executive shall be entitled to receive the following from payments and benefits: The determination of "Good Reason" is in the sole discretion of the Company:.

Termination by the Company Without Cause or by the Executive for Good Reason. If (x) the Company terminates Executive’s employment is terminated by the Company other than for without Cause, death or Disability (i.e., without Cause) or (y) the Executive terminates employment with for Good Reason, then the Executive shall be entitled to receive the following from the Companyseverance paid as follows:

Termination by the Company Without Cause or by the Executive for Good Reason. If (xi) the The Executive’s 's employment is hereunder may be terminated by the Company other than for Cause, death without Cause or Disability (i.e., without Cause) or (y) by the Executive terminates for Good Reason. Upon the termination of the Executive's employment with by the Company without Cause or by the Executive for Good Reason, then the Executive shall be entitled to receive receive, in addition to the Base Obligations, the following from payments and benefits (the Company:"Severance Benefits"):