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. The Company may terminate the Executive’s employment under this Agreement at any time without Cause and the Executive may terminate his employment with Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without the Executive's prior written consent: (i) the failure of the Executive to be appointed to the position set forth in Section 1, if not promptly cured after written notice; (ii) a reduction by the Company of the Executive's Base Salary or Target Bonus percentage, except for an across-the-board salary reduction affecting all senior executives of the Company; (iii) a relocation of Employee’s principal place of employment by more than fifty (50) miles; (iv) a termination of the Executive’s employment by the Company; and (v) a substantial and adverse change to the Executive’s duties and responsibilities. For purposes of this Agreement, except for the Company terminating the Executive’s employment, termination for Good Reason requires Executive to comply with the “Good Reason Process,” which means that (i) the Executive reasonably determines in good faith that a Good Reason condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 30 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period of not less than 30 days following that notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding the Company’s efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason is deemed not to have occurred. Any termination by the Company of the Executive’s employment under this Agreement that does not constitute a termination for Cause under Section 4(c) and does not result from the death or disability of the Executive under Section 4(a) or (b) is a termination without Cause.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) The Board acting for the Company may shall have the right, at any time in its sole discretion, to terminate the Executive’s employment under this Agreement at any time without Cause for any reason other than Cause, or no reason at all (any such termination, a termination “Without Cause”), upon not less than thirty (30) days prior written notice to the Executive, and if and only if an IPO Event has occurred, the Executive may may, by written notice to the Board, terminate his employment with Good Reason. For purposes of under this Agreement, “Good Reason” means the occurrence Agreement (and he hereby will have such right after an IPO Event) by reason of any of act, decision or omission by the following events without Company or the Executive's prior written consentBoard that: (i) materially diminishes the failure of the Executive to be appointed to the position set forth in Section 1, if not promptly cured after written noticeExecutive’s Base Salary; (ii) a reduction by the Company of materially diminishes the Executive's Base Salary ’s authority, duties, or Target Bonus percentage, except for an acrossresponsibilities (other than such changes that typically occur in connection with a company becoming a publicly-the-board salary reduction affecting all senior executives of the Companytraded company); (iii) a relocation relocates the Executive without his consent from the offices located at 0000 Xxxxxx Xxxxx Xxxx., Xxxxx 000, Xxxxxx, Xxxxx to any other location in excess of Employee’s principal place of employment by more than fifty (50) milesmiles beyond the geographic limits of Dallas, Texas that increases the Executive’s one-way commute to work by at least 50 miles based on the Executive’s primary residence immediately prior to the time such relocation is announced; or (iv) constitutes a material breach of this Agreement (each a “Good Reason”). The Executive must give the Company written notice of the condition that gives rise to the Good Reason within ninety (90) days of the occurrence of the condition, in which event the Company shall have thirty (30) days to remedy the condition, and after which the Executive may resign for Good Reason within ninety (90) days after the Company fails to reasonably remedy the condition. (b) In the event the Company or the Executive shall exercise the termination right granted pursuant to Section 6.2(a), then except as set forth below, neither party shall have any rights or obligations under Article 1, Article 2, Section 3.1, Section 3.2, or Article 4; provided, however, that the Company shall pay to the Executive the following amounts, as applicable: (i) if the Executive’s employment is terminated prior to March 31, 2012 and an IPO Event has not occurred, (x) an amount equal to the greater of (A) six (6) months of the Executive’s employment by the Company; and Base Salary (v) a substantial and adverse change to determined as the Executive’s duties and responsibilities. For purposes of this Agreement, except for last annual Base Salary during the Company terminating the Executive’s employment, termination for Good Reason requires Executive Term prior to comply with the “Good Reason Process,” which means that (isuch termination) the Executive reasonably determines in good faith that a Good Reason condition has occurred; (ii) the Executive notifies the Company in writing plus 50% of the first occurrence of the Good Reason condition within 30 days of the first occurrence of such condition; Bonus (iiidetermined as one hundred percent (100%) the Executive cooperates in good faith with the Company’s efforts, for a period of not less than 30 days following that notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding the Company’s efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason is deemed not to have occurred. Any termination by the Company of the Executive’s employment under this Agreement that does not constitute a termination for Cause under Section 4(celigible bonus during the Term prior to such termination) and does not result from (B) the death or disability Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) payable through March 31, 2012 plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) multiplied by the fraction with a numerator equal to the number of months (whole and partial) remaining until March 31, 2012 and a denominator equal to twelve (12)., and (y) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. (ii) if the Executive’s employment is terminated prior to March 31, 2012 and an IPO Event has occurred, (x) an amount equal to the greater of (A) twelve (12) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) and (B) the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) payable through March 31, 2012 plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination) multiplied by the fraction with a numerator equal to the number of months (whole and partial) remaining until March 31, 2012 and a denominator equal to twelve (12)., and (y) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. (iii) if the Executive’s employment is terminated after March 31, 2012 and an IPO Event has not occurred, (x) an amount equal to six (6) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus 50% the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination), and (y) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. (iv) if the Executive’s employment is terminated after March 31, 2012 and an IPO Event has occurred, (x) an amount equal to twelve (12) months of the Executive’s Base Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus one times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to such termination), and (y) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years (or such lesser number of years, as applicable)) and Article 4. Such amounts shall be paid in a single lump sum 75 days after Executive terminates employment, provided, however, that any payments pursuant to this Section 6.2 above are contingent on the Executive having executed a release in favor of the Company within 60 days following Executive’s termination of employment and not thereafter revoking such release. In addition, the Company shall provide the Executive (and his family members) with 6 months of paid COBRA coverage for any Company sponsored group health plan (excluding any flexible spending account) in which the Executive is enrolled at the time of Executive’s termination of employment (provided, however, that if doing so would result in adverse tax consequences (e.g., under Internal Revenue Code Section 4(a) or (b) is a 105(h)), the Company shall instead pay executive an amount equal to one month of COBRA continuation premiums with respect to each such group health plan on the first day of each of the first 6 months following Executive’s termination without Causeof employment).

Termination by the Company Without Cause or by the Executive for Good Reason. The Company may terminate the Executive’s employment under this Agreement at any time without Cause and for any reason, and the Executive may terminate his her employment with Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without the Executive's prior written consent: (i) the failure of the Executive to be appointed to the position set forth in Section 12, if not promptly cured after written notice; or (ii) a reduction by the Company of the Executive's Base Salary or Target Bonus percentage, except for an across-the-board salary reduction affecting all or substantially all senior executives of the Company; (iii) a relocation of Employee’s principal place of employment by more than fifty (50) miles; (iv) a termination of the Executive’s employment by the Company; and (v) a substantial and adverse change to the Executive’s duties and responsibilities. For purposes of this Agreement, except for the Company terminating the Executive’s employment, termination for Good Reason requires Executive to comply with the “Good Reason Process,” which means that (i) the Executive reasonably determines in good faith that a Good Reason condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 30 days of the first occurrence of such conditioncondition (the “Good Reason Notice”); (iii) the Executive cooperates in good faith with the Company’s efforts, for a period of not less than 30 days following that notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding the Company’s efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment gives a Notice of Termination effective within 30 10 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason is deemed not to have occurred. Notwithstanding the foregoing, upon the Company’s receipt of the Good Reason Notice, the Company may, in its sole discretion, elect to immediately accept a termination by the Executive for Good Reason, waive the requirement for a Cure Period and such termination will not be deemed a termination by the Company for purposes of this Agreement. Any termination by the Company of the Executive’s employment under this Agreement that does not constitute a termination for Cause under Section 4(c5(c) and does not result from the death or disability of the Executive under Section 4(a5(a) or (b) is a termination without Cause.

Termination by the Company Without Cause or by the Executive for Good Reason. The Company may terminate the Executive’s employment under this Agreement at any time without Cause and the Executive may terminate his employment with Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without the Executive's prior written consent: (i) the failure of the Executive to be appointed to the position set forth in Section 1, if not promptly cured after written notice; (ii) a reduction by the Company of the Executive's Base Salary or Target Bonus percentage, except for an across-the-board salary reduction affecting all senior executives of the Company; (iii) a relocation of Employee’s principal place of employment by more than fifty (50) miles; (iv) a termination of the Executive’s employment by the Company; and (v) a substantial and adverse change to the Executive’s duties and responsibilities. For purposes of this Agreement, except for the Company terminating the Executive’s employment, termination for Good Reason requires Executive to comply with the “Good Reason Process,” which means that (i) the Executive reasonably determines in good faith that a Good Reason condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 30 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period of not less than 30 days following that notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding the Company’s efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his employment within 30 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason is deemed not to have occurred. Any termination by the Company of the Executive’s employment under this Agreement that does not constitute a termination for Cause under Section 4(c4.c) and does not result from the death or disability of the Executive under Section 4(a) or (b) is a termination without Cause.

Termination by the Company Without Cause or by the Executive for Good Reason. The Company may terminate the Executive’s employment under this Agreement at any time without Cause and the Executive may terminate his her employment with Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without the Executive's prior written consent: (i) the failure of the Executive to be appointed to the position set forth in Section 1, if not promptly cured after written notice; (ii) a reduction by the Company of the Executive's Base Salary or Target Bonus percentage, except for an across-the-board salary reduction affecting all senior executives of the Company; (iii) a relocation of Employee’s principal place of employment by more than fifty (50) miles; (iv) a termination of the Executive’s employment by the Company; and (v) a substantial and adverse change to the Executive’s duties and responsibilities. For purposes of this Agreement, except for the Company terminating the Executive’s employment, termination for Good Reason requires Executive to comply with the “Good Reason Process,” which means that (i) the Executive reasonably determines in good faith that a Good Reason condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 30 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period of not less than 30 days following that notice (the “Cure Period”) to remedy the condition; (iv) notwithstanding the Company’s efforts, the Good Reason condition continues to exist; and (v) the Executive terminates his her employment within 30 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason is deemed not to have occurred. Any termination by the Company of the Executive’s employment under this Agreement that does not constitute a termination for Cause under Section 4(c4.c) and does not result from the death or disability of the Executive under Section 4(a) or (b) is a termination without Cause.