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

Termination by the Company Without Cause or Termination by Executive for Good Reason. In the event that the Company terminates Executive’s employment without Cause or Executive terminates Executive’s employment for Good Reason (as defined below), all of the Company’s duties and obligations under this Agreement shall cease as of the last day of Executive’s employment and Executive shall be entitled to receive, and the Company shall pay, only the following: all base salary earned through the last day of Executive’s employment, all amounts and benefits earned or incurred pursuant to Section 2.3 through the last day of Executive’s employment, and (subject to the conditions set forth in Section 4.8 below) the severance payments and benefits set forth below in Sections 4.3.1-4.3.4. For purposes of this Agreement, the term “without Cause” shall mean termination of Executive’s employment by the Company for reasons other than for “Cause” (and excluding any such termination resulting from Executive’s Incapacity or death). For the purposes of this Agreement, termination shall be for “Good Reason” if (i) there is a material diminution of Executive’s responsibilities with the Company, or a material adverse change in the Executive’s reporting responsibilities or title, in each case as they existed prior to such diminution or change without Executive’s consent; (ii) there is a material reduction by the Company in the Executive’s annual base salary rate then in effect without Executive’s consent; or (iii) Executive’s principal work location is relocated outside of the Las Vegas, Nevada metropolitan area without Executive’s consent. Executive will be deemed not to have terminated Executive’s employment for Good Reason unless (i) Executive has delivered written notice to the Company of Executive’s intent to exercise the rights pursuant to this Section within thirty (30) days following the first occurrence of a condition that would constitute Good Reason and identifying the facts constituting such condition, (ii) the Company has failed to remedy such condition within thirty (30) days following its receipt of such written notice, and (iii) the Executive’s termination of employment for Good Reason is effective no later than ninety (90) days following the first occurrence of such condition. Executive agrees that Executive may be required to travel from time to time as required by the Company’s business and that such travel shall not constitute grounds for Executive to terminate Executive’s employment for Good Reason.

Termination by the Company Without Cause or Termination by Executive for Good Reason. In the event that the Company terminates Executive’s employment without Cause or (i) The Executive terminates Executive’s employment may terminate this Agreement for Good Reason (as defined below), all of ) or the Company’s duties and obligations under Company may terminate this Agreement shall cease as of without Cause. In the last day of Executive’s employment and event the Executive terminates this Agreement for Good Reason, or the Company terminates the Executive without Cause, the Executive shall be entitled to receivethe following: (i) any accrued but unpaid Base Salary for services rendered to the date of termination; (ii) an amount equal to 12 month’s Base Salary; (iii) any accrued but unpaid expenses required to be reimbursed under this Agreement; (iv) any earned but unpaid bonuses, his annual bonus for the current period shall be prorated to the date of termination (to the extent the Board has set a formula and it can be calculated); and (v) all stock options, restricted stock and restricted stock units previously granted to the Executive shall thereupon become fully vested, and the Company Executive or his legally appointed guardian, as the case may be, shall payhave up to one year from the date of termination to exercise all such previously granted options, only the following: all base salary earned through the last day of Executive’s employment, all amounts and benefits earned or incurred pursuant to Section 2.3 through the last day of Executive’s employment, and (subject to the conditions set forth provided that in Section 4.8 below) the severance payments and benefits set forth below in Sections 4.3.1-4.3.4no event shall any option be exercisable beyond its term. For purposes of this Agreement, the The term “without Cause” shall mean termination of Executive’s employment by the Company for reasons other than for “Cause” (and excluding any such termination resulting from Executive’s Incapacity or death). For the purposes of this Agreement, termination shall be for “Good Reason” if shall mean: (i) there is a material diminution of Executive’s responsibilities with the Company, or a material adverse change in the Executive’s reporting authority, duties or responsibilities or title, in each case as they existed prior (unless the Executive has agreed to such diminution diminution); or change without Executive’s consent; (ii) there is any other action or inaction that constitutes a material reduction breach by the Company in under this Agreement. Prior to the Executive’s annual base salary rate then in effect without Executive’s consent; or (iii) Executive’s principal work location is relocated outside of Executive terminating his employment with the Las Vegas, Nevada metropolitan area without Executive’s consent. Executive will be deemed not to have terminated Executive’s employment Company for Good Reason unless (i) Reason, Executive has delivered must provide written notice to the Company of Executive’s intent to exercise the rights pursuant to this Section Company, within thirty (30) 30 days following the first occurrence initial existence of a condition that would constitute Good Reason and identifying the facts constituting such condition, (ii) that such Good Reason exists and setting forth in detail the grounds the Executive believes constitutes Good Reason. If the Company has failed to remedy such condition does not cure the condition(s) constituting Good Reason within thirty (30) 30 days following its receipt of such written notice, and (iii) then the Executive’s termination of employment for Good Reason is effective no later than ninety (90) days following the first occurrence of such condition. Executive agrees that Executive may shall be required to travel from time to time as required by the Company’s business and that such travel shall not constitute grounds for Executive to terminate Executive’s employment deemed terminated for Good Reason. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no termination.

Termination by the Company Without Cause or Termination by Executive for Good Reason. In the event that that, during the Term, the Company terminates Executive’s employment without Cause (as defined below), or Executive terminates Executive’s employment for Good Reason (as defined below), all of the Company’s duties and obligations under this Agreement shall cease as of the last day of Executive’s employment and the Company shall pay Executive, and Executive shall be entitled to receive, and the Company shall pay, only the following: all base salary earned through the last day of Executive’s employment, all amounts and benefits earned or incurred pursuant to Section 2.3 through the last day of Executive’s employmentAccrued Amounts. In addition, and (subject to the conditions set forth in Section 4.8 below) , the Company shall pay to Executive the severance payments and benefits set forth below in Sections 4.3.1-4.3.44.3.1- 4.3.4 in accordance with the terms thereof. For purposes of this Agreement, the term “without Cause” shall mean termination of Executive’s employment by the Company for reasons other than for “Cause” (and excluding any such termination resulting from Executive’s Incapacity or death). For the purposes of this Agreement, termination shall be for “Good Reason” if (ia) there is a material diminution of Executive’s responsibilities or authority with the CompanyCompany or Everi Holdings, or a material adverse change in the Executive’s reporting responsibilities or title, in each case as they existed prior to such diminution or change without Executive’s consent; (iib) there is a material reduction by the Company in the Executive’s annual base salary rate compensation as then in effect effect, without Executive’s consent; or (iiic) Executive’s principal work location is locations are relocated outside of the Las Vegas, Nevada Nevada, USA metropolitan area without Executive’s consent. Executive will be deemed not to have terminated Executive’s employment for Good Reason unless (i) Executive has delivered written notice to the Company of Executive’s 's intent to exercise the rights pursuant to this Section within thirty (30) days following the first occurrence of a condition that would constitute Good Reason and identifying the facts constituting such condition, and (ii) the Company has failed to remedy such condition within thirty (30) days following its receipt of such written notice, and (iii) the Executive’s termination of employment for Good Reason is effective no later than ninety one-hundred fifty (90150) days following the first occurrence of such condition. Executive agrees that Executive may be required to travel from time to time as required by the Company’s business and that such travel shall not constitute grounds for Executive to terminate Executive’s 's employment for Good Reason.

Termination by the Company Without Cause or Termination by Executive for Good Reason. In the event that the Company terminates Executive’s employment without Cause or (i) The Executive terminates Executive’s employment may terminate this Agreement for Good Reason (as defined below), all of ) or the Company’s duties and obligations under Company may terminate this Agreement shall cease as of without Cause. In the last day of Executive’s employment and event the Executive terminates this Agreement for Good Reason, or the Company terminates the Executive without Cause, the Executive shall be entitled to receivethe following: (i) any accrued but unpaid Base Salary for services rendered to the date of termination; (ii) an amount equal to six month’s Base Salary; (iii) any accrued but unpaid expenses required to be reimbursed under this Agreement; (iv) any earned but unpaid bonuses and his annual bonus for the current period shall be prorated to the date of termination (to the extent the Board has set a formula and it can be calculated); and (v) all stock options, restricted stock and restricted stock units previously granted to the Executive shall thereupon become fully vested, and the Company Executive or his legally appointed guardian, as the case may be, shall payhave up to one year from the date of termination to exercise all such previously granted options, only the following: all base salary earned through the last day of Executive’s employment, all amounts and benefits earned or incurred pursuant to Section 2.3 through the last day of Executive’s employment, and (subject to the conditions set forth provided that in Section 4.8 below) the severance payments and benefits set forth below in Sections 4.3.1-4.3.4no event shall any option be exercisable beyond its term. For purposes of this Agreement, the The term “without Cause” shall mean termination of Executive’s employment by the Company for reasons other than for “Cause” (and excluding any such termination resulting from Executive’s Incapacity or death). For the purposes of this Agreement, termination shall be for “Good Reason” if shall mean: (i) there is a material diminution of Executive’s responsibilities with the Company, or a material adverse change in the Executive’s reporting authority, duties or responsibilities or title, in each case as they existed prior (unless the Executive has agreed to such diminution diminution); or change without Executive’s consent; (ii) there is any other action or inaction that constitutes a material reduction breach by the Company in under this Agreement. Prior to the Executive’s annual base salary rate then in effect without Executive’s consent; or (iii) Executive’s principal work location is relocated outside of Executive terminating his employment with the Las Vegas, Nevada metropolitan area without Executive’s consent. Executive will be deemed not to have terminated Executive’s employment Company for Good Reason unless (i) Reason, Executive has delivered must provide written notice to the Company of Executive’s intent to exercise the rights pursuant to this Section Company, within thirty (30) 30 days following the first occurrence initial existence of a condition that would constitute Good Reason and identifying the facts constituting such condition, (ii) that such Good Reason exists and setting forth in detail the grounds the Executive believes constitutes Good Reason. If the Company has failed to remedy such condition does not cure the condition(s) constituting Good Reason within thirty (30) 30 days following its receipt of such written notice, and (iii) then the Executive’s termination of employment for Good Reason is effective no later than ninety (90) days following the first occurrence of such condition. Executive agrees that Executive may shall be required to travel from time to time as required by the Company’s business and that such travel shall not constitute grounds for Executive to terminate Executive’s employment deemed terminated for Good Reason. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no termination.

Termination by the Company Without Cause or Termination by Executive for Good Reason. In the event that the Company terminates Executive’s employment without Cause or The Executive terminates Executive’s employment may terminate this Agreement for Good Reason (as defined below), all of ) or the Company’s duties and obligations under Company may terminate this Agreement shall cease as of without Cause. In the last day of Executive’s employment and event the Executive terminates this Agreement for Good Reason, or the Company terminates the Executive without Cause, the Executive shall be entitled to receivethe following: (i) any accrued but unpaid Base Salary for services rendered to the date of termination; (ii) an amount equal to one (1) times Base Salary, or continuation of the Base Salary through the remaining Term of the Agreement, whichever is greater (the “Severance Amount”); (iii) any accrued but unpaid expenses required to be reimbursed under this Agreement; (iv) any earned but unpaid bonuses, his annual bonus for the current period shall be prorated to the date of termination (to the extent the Board has set a formula and it can be calculated); and (v) all RSUs, warrants and other equity awards previously granted to the Executive under this Agreement or the Incentive Plan or similar plan shall thereupon become fully vested, and the Company Executive or his legally appointed guardian, as the case may be, shall payhave up to one (1) year from the date of termination to exercise all such previously granted warrants, only options and SARs, provided that in no event shall any warrant, option or SAR be exercisable beyond its term. The payment of the following: all base salary earned through Severance Amount is conditioned on the last day of Executive’s employment, all amounts Executive signing the Agreement and benefits earned or incurred pursuant General Release substantially in the form attached to Section 2.3 through the last day of Executive’s employment, and (subject to the conditions set forth in Section 4.8 below) the severance payments and benefits set forth below in Sections 4.3.1-4.3.4. For purposes of this Agreement, the . The term “without Cause” shall mean termination of Executive’s employment by the Company for reasons other than for “Cause” (and excluding any such termination resulting from Executive’s Incapacity or death). For the purposes of this Agreement, termination shall be for “Good Reason” if shall mean: (i) there is a material diminution of Executive’s responsibilities with the Company, or a material adverse change in the Executive’s reporting authority, duties or responsibilities or title, in each case as they existed prior due to no fault of the Executive (unless the Executive has agreed to such diminution diminution); or change without Executive’s consent; (ii) there is any other action or inaction that constitutes a material reduction breach by the Company in under this Agreement. Prior to the Executive’s annual base salary rate then in effect without Executive’s consent; or (iii) Executive’s principal work location is relocated outside of Executive terminating his employment with the Las Vegas, Nevada metropolitan area without Executive’s consent. Executive will be deemed not to have terminated Executive’s employment Company for Good Reason unless (i) Reason, the Executive has delivered must provide written notice to the Company of Executive’s intent to exercise the rights pursuant to this Section Company, within thirty (30) 30 days following the first occurrence Executive’s initial awareness of a condition that would constitute Good Reason and identifying the facts constituting existence of such condition, (ii) that such Good Reason exists and setting forth in detail the grounds the Executive believes constitutes Good Reason. If the Company has failed to remedy such condition does not cure the condition(s) constituting Good Reason within thirty (30) 30 days following its receipt of such written notice, and (iii) then the Executive’s termination of employment for Good Reason is effective no later than ninety (90) days following the first occurrence of such condition. Executive agrees that Executive may shall be required to travel from time to time as required by the Company’s business and that such travel shall not constitute grounds for Executive to terminate Executive’s employment deemed terminated for Good Reason. The Executive (or his estate) shall receive the payments provided herein at such times as he would have received them if there was no termination.

Termination by the Company Without Cause or Termination by Executive for Good Reason. In the event that the Company terminates Executive’s employment without Cause or The Executive terminates Executive’s employment may terminate this Agreement for Good Reason (as defined below), all of ) or the Company’s duties and obligations under Company may terminate this Agreement shall cease as of without Cause. In the last day of Executive’s employment and event the Executive terminates this Agreement for Good Reason, or the Company terminates the Executive without Cause, the Executive shall be entitled to receivethe following: (i) any accrued but unpaid Base Salary for services rendered to the date of termination; (ii) an amount equal to one (1) times Base Salary, or continuation of the Base Salary through the remaining Term of the Agreement, whichever is greater (the “Severance Amount”); (iii) any accrued but unpaid expenses required to be reimbursed under this Agreement; (iv) any earned but unpaid bonuses, his annual bonus for the current period shall be prorated to the date of termination (to the extent the Board has set a formula and it can be calculated); and (v) all equity awards previously granted to the Executive under the Incentive Plan or similar plan shall thereupon become fully vested, and the Company Executive or his legally appointed guardian, as the case may be, shall payhave up to one year from the date of termination to exercise all such previously granted options and SARs, only provided that in no event shall any option or SAR be exercisable beyond its term. The payment of the following: all base salary earned through Severance Amount is conditioned on the last day of Executive’s employment, all amounts Executive signing the Agreement and benefits earned or incurred pursuant General Release substantially in the form attached to Section 2.3 through the last day of Executive’s employment, and (subject to the conditions set forth in Section 4.8 below) the severance payments and benefits set forth below in Sections 4.3.1-4.3.4. For purposes of this Agreement, the . The term “without Cause” shall mean termination of Executive’s employment by the Company for reasons other than for “Cause” (and excluding any such termination resulting from Executive’s Incapacity or death). For the purposes of this Agreement, termination shall be for “Good Reason” if shall mean: (i) there is a material diminution of Executive’s responsibilities with the Company, or a material adverse change in the Executive’s reporting authority, duties or responsibilities or title, in each case as they existed prior due to no fault of the Executive (unless the Executive has agreed to such diminution diminution); or change without Executive’s consent; (ii) there is any other action or inaction that constitutes a material reduction breach by the Company in under this Agreement. Prior to the Executive’s annual base salary rate then in effect without Executive’s consent; or (iii) Executive’s principal work location is relocated outside of Executive terminating his employment with the Las Vegas, Nevada metropolitan area without Executive’s consent. Executive will be deemed not to have terminated Executive’s employment Company for Good Reason unless (i) Reason, the Executive has delivered must provide written notice to the Company of Executive’s intent to exercise the rights pursuant to this Section Company, within thirty (30) 30 days following the first occurrence Executive’s initial awareness of a condition that would constitute Good Reason and identifying the facts constituting existence of such condition, (ii) that such Good Reason exists and setting forth in detail the grounds the Executive believes constitutes Good Reason. If the Company has failed to remedy such condition does not cure the condition(s) constituting Good Reason within thirty (30) 30 days following its receipt of such written notice, and (iii) then the Executive’s termination of employment for Good Reason is effective no later than ninety (90) days following the first occurrence of such condition. Executive agrees that Executive may shall be required to travel from time to time as required by the Company’s business and that such travel shall not constitute grounds for Executive to terminate Executive’s employment deemed terminated for Good Reason. The Executive (or his estate) shall receive the payments provided herein at such times as he would have received them if there was no termination.

Termination by the Company Without Cause or Termination by Executive for Good Reason. In the event that the Company terminates Executive’s employment without Cause or Executive terminates Executive’s employment for Good Reason (as defined below)) during the Term or Renewal Term, all of the Company’s duties and obligations under this Agreement shall cease as of the last day of Executive’s employment and Executive shall be entitled to receive, and the Company shall pay, only the following: all base salary earned through the last day of Executive’s employment, all amounts and benefits earned or incurred pursuant to Section 2.3 through the last day of Executive’s 's employment, and (subject to the conditions set forth in Section 4.8 below) the severance payments and benefits set forth below in Sections 4.3.1-4.3.44.3.1- 4.3.4 in accordance with the terms thereof. For purposes of this Agreement, the term “without Cause” shall mean termination of Executive’s employment by the Company for reasons other than for “Cause” (and excluding any such termination resulting from Executive’s Incapacity or death). For the purposes of this Agreement, termination shall be for “Good Reason” if (i) there is a material diminution of Executive’s responsibilities or authority with the Company, or a material adverse change in the Executive’s reporting responsibilities or title, in each case as they existed prior to such diminution or change without Executive’s consent; (ii) there is a material reduction by the Company in the Executive’s annual base salary rate and/or target bonus rate then in effect without Executive’s consent; or (iii) Executive’s principal work location is locations are relocated outside of the Las VegasAustin, Nevada Texas or Chicago, Illinois metropolitan area areas without Executive’s consent. Executive will be deemed not to have terminated Executive’s employment for Good Reason unless (i) Executive has delivered written notice to the Company of Executive’s 's intent to exercise the rights pursuant to this Section within thirty (30) days following the first occurrence of a condition that would constitute Good Reason and identifying the facts constituting such condition, (ii) the Company has failed to remedy such condition within thirty (30) days following its receipt of such written notice, and (iii) the Executive’s termination of employment for Good Reason is effective no later than ninety (90) days following the first occurrence of such condition. Executive agrees that Executive may be required to travel from time to time as required by the Company’s business and that such travel shall not constitute grounds for Executive to terminate Executive’s 's employment for Good Reason.

Termination by the Company Without Cause or Termination by Executive for Good Reason. In the event that the Company terminates Executive’s employment without Cause or Executive terminates Executive’s employment for Good Reason (as defined below), all of the Company’s duties and obligations under this Agreement shall cease as of the last day of Executive’s employment Termination Date and Executive shall be entitled to receive, and the Company shall pay, only the following: all base salary earned through the last day of Executive’s employmentTermination Date, all amounts and benefits earned or incurred pursuant to Section 2.3 through the last day of Executive’s employmentTermination Date, and (subject to the conditions set forth in Section 4.8 below) the severance payments and benefits set forth below in Sections 4.3.1-4.3.44.3.1 - 4.3.3 in accordance with the terms thereof. For purposes of this Agreement, the term “without Cause” shall mean termination of Executive’s employment by the Company for reasons other than for “Cause” (and excluding any such termination resulting from Executive’s Incapacity or death). For the purposes of this Agreement, termination shall be for “Good Reason” if (i) there is a material diminution of Executive’s responsibilities or authority with the Company, or a material adverse change in the Executive’s reporting responsibilities or title, in each case as they existed prior to such diminution or change without Executive’s consent; (ii) there is a material reduction by the Company in the Executive’s annual base salary rate then in effect without Executive’s consent; or (iii) Executive’s principal work location is relocated outside of the Las Vegas, Nevada metropolitan area without Executive’s consent. Executive will be deemed not to have terminated Executive’s employment for Good Reason unless (i) Executive has delivered written notice to the Company of Executive’s intent to exercise the rights pursuant to this Section within thirty (30) days following the first occurrence of a condition that would constitute Good Reason and identifying the facts constituting such condition, (ii) the Company has failed to remedy such condition within thirty (30) days following its receipt of such written notice, and (iii) the Executive’s termination of employment for Good Reason is effective no later than ninety (90) days following the first occurrence of such condition. Executive agrees that Executive may be required to travel from time to time as required by the Company’s business and that such travel shall not constitute grounds for Executive to terminate Executive’s employment for Good Reason.