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

Termination by the Company without Cause or Resignation by Executive for Good Reason. During the Term, the Term of this Agreement and Executive's employment hereunder may be terminated by the Company without Cause at any time and for any reason or by Executive's resignation for Good Reason at any time upon ten (10) days written notice by the terminating party, although the Company may waive services during that period. If, during the Term, Executive's employment is terminated by the Company without Cause (other than by reason of death or Disability) or if, during the Term, Executive resigns for Good Reason, then Executive shall be entitled to receive (a) the Accrued Rights, (b) any Accrued Bonus, and (c) the sum of (i) an amount equal to one and one-half times Executive's annual Base Salary at the time of termination and (ii) an amount equal to (A) one and one-half (1.5) times Executive's Target Cash Bonus for calendar year 2013 (which Target Cash Bonus for 2013 shall be $382,500 for purposes of this Section 4.4) if termination occurs prior to the payment date of Executive's Cash Bonus for 2013, or (B) one and one-half (1.5) times Executive's average Target Cash Bonus for the three (3) calendar years (or such lesser number of years during which Executive was employed hereunder) immediately preceding the year of termination if termination occurs after the payment date of Executive's Cash Bonus for 2013, which amounts shall be payable in a lump sum (subject to Section 6.1) as soon as practicable following the Release Effective Date (as defined in Section 4.7). In addition, in the event of a termination of employment pursuant to this Section 4.4 during the Term and upon the Compensation Committee's determination, in its reasonable discretion, that the performance goals, conditions or metrics related to the Current Year LTIP Award have been achieved (which performance goals, conditions or metrics may be pro-rated in the sole discretion of the Compensation Committee to reflect the period during the then current Performance Period that Executive was actually employed by the Company or any Subsidiary) and, if so, at what level, Executive shall be entitled to receive an amount equal to the pro-rata portion of the Current Year LTIP Award corresponding to such level of achievement determined by the Compensation Committee, which pro-rata portion shall be based on a fraction, the numerator of which is the number of days during the then current Performance Period that the Executive was actually employed by the Company or any Subsidiary, and the denominator of which is the total number of days in the then current Performance Period. The amount payable pursuant to the preceding sentence, if any, shall be payable in a lump sum no earlier than the Release Effective Date and no later than thirty (30) days following the determination of the Compensation Committee of Executive's entitlement to receive a Current Year LTIP Award, but no later than March 15th of the calendar year following the date of the termination of Executive's employment. In addition, in the event of a termination of employment pursuant to this Section 4.4 during the Term, if Executive timely and properly elects continuation coverage under COBRA, then the Company shall reimburse Executive for the difference between the monthly COBRA premium paid by Executive for himself and his dependents and the monthly premium amount for such group health plan coverage paid by similarly situated active executives. Executive shall be eligible to receive such reimbursement until the earliest of: (x) the eighteen (18) month anniversary of the date of termination of Executive's employment; (y) the date Executive is no longer eligible to receive COBRA continuation coverage; and (z) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. In addition, in the event of a termination of employment pursuant to this Section 4.4 during the Term, any unvested Long Term Incentive Award (x) that is subject solely to a time-based vesting condition will become vested immediately, and (y) that is subject to subsequent performance-based vesting conditions will vest, if at all, based on Pro-Rata Acceleration. Executive shall have ninety (90) days or the period specified in the grant or award, whichever is greater, to exercise any rights contained in any such grant or award that are subject to exercise by Executive.

Termination by the Company without Cause or Resignation by Executive for Good Reason. During the Term, If Executive’s employment and the Term of this Agreement and Executive's employment hereunder may be terminated by the Company without Cause at any time and for any reason or by Executive's resignation for Good Reason at any time upon ten (10) days written notice by the terminating party, although the Company may waive services during that period. If, during the Term, Executive's employment is terminated by the Company without Cause (other than by reason of death or Disability) or if, Executive resigns for Good Reason during the Term, Executive resigns for Good Reason, then Executive shall be entitled entitled, in addition to receive (a) the Accrued Rights, (b) any Accrued BonusRights and subject to Executive’s continued compliance with this Agreement and the Equity Agreements, and (c) Executive’s execution, delivery and non-revocation of an effective release of all claims against the sum of (i) an amount equal to one and one-half times Executive's annual Base Salary at the time of termination and (ii) an amount equal to (A) one and one-half (1.5) times Executive's Target Cash Bonus for calendar year 2013 (which Target Cash Bonus for 2013 shall be $382,500 for purposes of this Section 4.4) if termination occurs prior to the payment date of Executive's Cash Bonus for 2013, or (B) one and one-half (1.5) times Executive's average Target Cash Bonus for the three (3) calendar years (or such lesser number of years during which Executive was employed hereunder) immediately preceding the year of termination if termination occurs after the payment date of Executive's Cash Bonus for 2013, which amounts shall be payable in a lump sum (subject to Section 6.1) as soon as practicable following the Release Effective Date (as defined in Section 4.7). In addition, Company Group substantially in the event of a termination of employment pursuant to this Section 4.4 during form attached hereto as Exhibit B (the Term and upon “Release”) within the Compensation Committee's determination, in its reasonable discretion, that the performance goals, conditions or metrics related to the Current Year LTIP Award have been achieved sixty (which performance goals, conditions or metrics may be pro-rated in the sole discretion of the Compensation Committee to reflect the 60) day period during the then current Performance Period that Executive was actually employed by the Company or any Subsidiary) and, if so, at what level, Executive shall be entitled to receive an amount equal to the pro-rata portion of the Current Year LTIP Award corresponding to such level of achievement determined by the Compensation Committee, which pro-rata portion shall be based on a fraction, the numerator of which is the number of days during the then current Performance Period that the Executive was actually employed by the Company or any Subsidiary, and the denominator of which is the total number of days in the then current Performance Period. The amount payable pursuant to the preceding sentence, if any, shall be payable in a lump sum no earlier than the Release Effective Date and no later than thirty (30) days following the determination of the Compensation Committee of Executive's entitlement to receive a Current Year LTIP Award, but no later than March 15th of the calendar year following the date of the termination of Executive's employment’s employment (the “Release Period”), to continue to (i) receive for a period commencing on the Termination Date and ending on the second anniversary of the Termination Date (the “Severance Period”), Executive’s then-current Base Salary, with such amounts to be paid in substantially equal installments in accordance with regular payroll practices, less applicable withholdings and taxes through the Severance Period, (ii) participate in the Company’s medical, dental and health plans, at Executive’s cost but at the same rates as apply to active employees for the Severance Period, and (iii) receive an amount equal to Executive’s Annual Bonus for the fiscal year in which the Termination Date occurs, based on the actual performance results for such fiscal year and pro-rated for the portion of such fiscal year during which Executive was employed by the Company (the “Pro Rata Bonus”), which Pro Rata Bonus shall be paid on the date that the Annual Bonus would otherwise have been paid had Executive remained employed with the Company. In additionIf the Release Period spans two (2) calendar years, then payments that would otherwise have been made prior to the end of the Release Period will be made, after the release becomes irrevocable, in lump sum on the event of a termination of employment pursuant first payroll date that occurs in the second calendar year. The Company agrees that any payments made to Executive under this Section 4.4 during 3.4 will not be subject to mitigation. For purposes of this Agreement, “Good Reason” shall mean, without Executive’s consent: (i) any material diminution in Executive’s title, duties, authority or responsibilities, including Executive no longer reporting only to the TermBoard, if Executive timely and properly elects continuation coverage under COBRA(ii) any material reduction in Executive’s Base Salary or Target Bonus opportunity, then (iii) a requirement by the Company shall reimburse that Executive for relocate more than fifty (50) miles from Los Angeles, California, (iv) a material breach by the difference Company of any of its other obligations contained in this Agreement or other material agreement between the monthly COBRA premium paid by Executive for himself and his dependents and the monthly premium amount Company; or (v) the removal of Executive from the Board by the Company (other than for such group health plan coverage paid by similarly situated active executives. Cause) or the failure to re-elect Executive to serve on the Board; provided, that Good Reason shall not occur unless Executive shall be eligible to receive such reimbursement until the earliest of: have (x) given a detailed written notice to the eighteen Company of any fact or circumstance believed by Executive to constitute Good Reason within ninety (1890) month anniversary days of the date occurrence of termination of Executive's employment; (y) the date Executive is no longer eligible to receive COBRA continuation coverage; and (z) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. In addition, in the event of a termination of employment pursuant to this Section 4.4 during the Term, any unvested Long Term Incentive Award (x) that is subject solely to a time-based vesting condition will become vested immediatelysuch fact or circumstance, and (y) that is subject given the Company thirty (30) days therefrom to subsequent performance-based vesting conditions will vest, if at all, based on Pro-Rata Acceleration. Executive cure such fact or circumstance and the Company shall have ninety failed to so cure (90) days it being understood that the Company cures the fact or circumstance giving rise to Good Reason, the period specified in the grant notice of Good Reason shall be deemed rescinded and of no force or award, whichever is greater, to exercise any rights contained in any such grant or award that are subject to exercise by Executiveeffect).

Termination by the Company without Cause or Resignation by Executive for Good Reason. During the Term, the Term of this Agreement and Executive's employment hereunder may be terminated by the Company without Cause at any time and for any reason or by Executive's resignation for Good Reason at any time upon ten (10) days written notice by the terminating party, although the Company may waive services during that period. If, during the Term, Executive's employment is terminated by the Company without Cause (other than by reason of death or Disability) or if, during the Term, Executive resigns for Good Reason, then Executive shall be entitled to receive (a) the Accrued Rights, (b) any Accrued Bonus, and (c) the sum of (i) an amount equal to one and one-half two (2) times Executive's annual Base Salary at the time of termination and (ii) an amount equal to (A) one and one-half two (1.52) times Executive's Target Cash Bonus for calendar year 2013 (which Target Cash Bonus for 2013 shall be $382,500 for purposes of this Section 4.4) if termination occurs prior to the payment date of Executive's Cash Bonus for 2013, or (B) one and one-half two (1.52) times Executive's average Target Cash Bonus for the three (3) calendar years (or such lesser number of years during which Executive was employed hereunder) immediately preceding the year of termination if termination occurs after the payment date of Executive's Cash Bonus for 2013, which amounts shall be payable in a lump sum (subject to Section 6.1) as soon as practicable following the Release Effective Date (as defined in Section 4.7). In addition, in the event of a termination of employment pursuant to this Section 4.4 during the Term and upon the Compensation Committee's determination, in its reasonable discretion, that the performance goals, conditions or metrics related to the Current Year LTIP Award have been achieved (which performance goals, conditions or metrics may be pro-rated in the sole discretion of the Compensation Committee to reflect the period during the then current Performance Period that Executive was actually employed by the Company or any Subsidiary) and, if so, at what level, Executive shall be entitled to receive an amount equal to the pro-rata portion of the Current Year LTIP Award corresponding to such level of achievement determined by the Compensation Committee, which pro-rata portion shall be based on a fraction, the numerator of which is the number of days during the then current Performance Period that the Executive was actually employed by the Company or any Subsidiary, and the denominator of which is the total number of days in the then current Performance Period. The amount payable pursuant to the preceding sentence, if any, shall be payable in a lump sum no earlier than the Release Effective Date and no later than thirty (30) days following the determination of the Compensation Committee of Executive's entitlement to receive a Current Year LTIP Award, but no later than March 15th of the calendar year following the date of the termination of Executive's employment. In addition, in the event of a termination of employment pursuant to this Section 4.4 during the Term, if Executive timely and properly elects continuation coverage under COBRA, then the Company shall reimburse Executive for the difference between the monthly COBRA premium paid by Executive for himself and his dependents and the monthly premium amount for such group health plan coverage paid by similarly situated active executives. Executive shall be eligible to receive such reimbursement until the earliest of: (x) the eighteen (18) month anniversary of the date of termination of Executive's employment; (y) the date Executive is no longer eligible to receive COBRA continuation coverage; and (z) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. In addition, in the event of a termination of employment pursuant to this Section 4.4 during the Term, any unvested Long Term Incentive Award (xI) that is subject solely to a time-based vesting condition will become vested immediately, and (yII) that is subject to subsequent performance-based vesting conditions will vest, if at all, based on Pro-Rata Acceleration. Executive shall have ninety (90) days or the period specified in the grant or award, whichever is greater, to exercise any rights contained in any such grant or award that are subject to exercise by Executive.

Termination by the Company without Cause or Resignation by Executive for Good Reason. During the Term, If Executive’s employment and the Term of this Agreement and Executive's employment hereunder may be terminated by the Company without Cause at any time and for any reason or by Executive's resignation for Good Reason at any time upon ten (10) days written notice by the terminating party, although the Company may waive services during that period. If, during the Term, Executive's employment is terminated by the Company without Cause (other than by reason of death or Disability) or if, Executive resigns for Good Reason during the Term, Executive resigns for Good Reason, then Executive shall be entitled entitled, in addition to receive (a) the Accrued Rights, (b) any Accrued BonusRights and subject to Executive’s continued compliance with this Agreement and the Equity Agreements, and (c) Executive’s execution, delivery and non-revocation of an effective release of all claims against the sum of (i) an amount equal to one and one-half times Executive's annual Base Salary at the time of termination and (ii) an amount equal to (A) one and one-half (1.5) times Executive's Target Cash Bonus for calendar year 2013 (which Target Cash Bonus for 2013 shall be $382,500 for purposes of this Section 4.4) if termination occurs prior to the payment date of Executive's Cash Bonus for 2013, or (B) one and one-half (1.5) times Executive's average Target Cash Bonus for the three (3) calendar years (or such lesser number of years during which Executive was employed hereunder) immediately preceding the year of termination if termination occurs after the payment date of Executive's Cash Bonus for 2013, which amounts shall be payable in a lump sum (subject to Section 6.1) as soon as practicable following the Release Effective Date (as defined in Section 4.7). In addition, Company Group substantially in the event of a termination of employment pursuant to this Section 4.4 during form attached hereto as Exhibit B (the Term and upon “Release”) within the Compensation Committee's determination, in its reasonable discretion, that the performance goals, conditions or metrics related to the Current Year LTIP Award have been achieved sixty (which performance goals, conditions or metrics may be pro-rated in the sole discretion of the Compensation Committee to reflect the 60) day period during the then current Performance Period that Executive was actually employed by the Company or any Subsidiary) and, if so, at what level, Executive shall be entitled to receive an amount equal to the pro-rata portion of the Current Year LTIP Award corresponding to such level of achievement determined by the Compensation Committee, which pro-rata portion shall be based on a fraction, the numerator of which is the number of days during the then current Performance Period that the Executive was actually employed by the Company or any Subsidiary, and the denominator of which is the total number of days in the then current Performance Period. The amount payable pursuant to the preceding sentence, if any, shall be payable in a lump sum no earlier than the Release Effective Date and no later than thirty (30) days following the determination of the Compensation Committee of Executive's entitlement to receive a Current Year LTIP Award, but no later than March 15th of the calendar year following the date of the termination of Executive's employment. In addition’s employment (the “Release Period”), in to continue to (i) receive for a period commencing on the event of a termination of employment pursuant to this Section 4.4 during the Term, if Executive timely Termination Date and properly elects continuation coverage under COBRA, then the Company shall reimburse Executive extending for the difference between the monthly COBRA premium paid by Executive for himself and his dependents and the monthly premium amount for such group health plan coverage paid by similarly situated active executives. Executive shall be eligible to receive such reimbursement until the earliest of: (x) the eighteen (18) month anniversary of months following the date of termination of Termination Date (the “Severance Period”), Executive's employment; ’s then-current Base Salary, with such amounts to be paid in substantially equal installments in accordance with regular payroll practices, less applicable withholdings and taxes through the Severance Period, (yii) the date Executive is no longer eligible to receive COBRA continuation coverage; and (z) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. In addition, participate in the event of a termination of employment pursuant Company’s medical, dental and health plans, at Executive’s cost but at the same rates as apply to this Section 4.4 during active employees for the Term, any unvested Long Term Incentive Award (x) that is subject solely to a time-based vesting condition will become vested immediatelySeverance Period, and (yiii) receive the Pro Rata Bonus for the year of termination, which Pro Rata Bonus shall be paid on the date that is the Annual Bonus would otherwise have been paid had Executive remained employed with the Company. If the Release Period spans two (2) calendar years, then payments that would otherwise have been made prior to the end of the Release Period will be made, after the release becomes irrevocable, in lump sum on the first payroll date that occurs in the second calendar year. The Company agrees that any payments made to Executive under this Section 3.4 will not be subject to subsequent performance-based vesting conditions will vestmitigation. For purposes of this Agreement, if at all“Good Reason” shall mean, based on Pro-Rata Acceleration. without Executive’s consent in writing and except as expressly permitted in this Agreement: (i) any material diminution in the Executive’s authority or responsibilities, (ii) any material reduction in Executive’s Base Salary or Target Bonus opportunity, (iii) a requirement by the Company that Executive relocate more than fifty (50) miles from Chicago, Illinois; or (iv) a material breach by the Company of any of its other obligations contained in this Agreement; provided, that Good Reason shall not occur unless Executive shall have (i) given a detailed written notice to the Company of any fact or circumstance believed by Executive to constitute Good Reason within ninety (90) days of the occurrence of such fact or circumstance, and (ii) given the period specified Company thirty (30) days therefrom to cure such fact or circumstance and the Company shall have failed to so cure (it being understood that the Company cures the fact or circumstance giving rise to Good Reason, the notice of Good Reason shall be deemed rescinded and of no force or effect). Notwithstanding anything to the contrary in this Agreement, in the grant or awardevent that the termination of Executive’s employment and the Term hereunder qualifies as a Qualifying Termination under the Plan, whichever is greaterincluding as modified by Section 2.5 of this Agreement, in addition to exercise any rights contained in any such grant or award that are the above, subject to exercise Executive’s continued compliance with this Agreement and the Equity Agreements and Executive’s execution, delivery and non-revocation of the Release, Executive shall be entitled to receive a bonus with respect to the fiscal year in which Executive’s employment and the Term terminates in the amount of the Target Bonus, paid on the date that bonuses with respect to such fiscal year are otherwise paid to executives who remain employed by Executivethe Company or its Affiliates.