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. (i) OUTFRONT may terminate Executive’s employment under this Agreement without Cause at any time during the Term by providing written notice of termination to Executive. In addition, Executive may terminate Executive’s employment under this Agreement for Good Reason at any time during the Term by written notice of termination to OUTFRONT given no more than sixty (60) days after Executive first learns of the event constituting Good Reason. Such notice shall state an effective termination date that is not earlier than thirty (30) days and not later than sixty (60) days after the date it is given to OUTFRONT, provided that OUTFRONT may set an earlier effective date for Executive’s termination at any time after receipt of Executive’s notice. For purposes of this Agreement (and any other agreement that expressly incorporates the definition of Good Reason hereunder), “Good Reason” shall mean the occurrence of any of the following without Executive’s consent (other than in connection with the termination or suspension of Executive’s employment or duties for Cause or in connection with physical and mental incapacity): (A) a material reduction in Executive’s Salary, Bonus or long-term incentive compensation opportunity in effect prior to such reduction, including Executive’s annual Target Bonus or long-term incentive targets; (B) a material reduction in Executive’s positions (including serving on the Board), titles, authorities, duties or responsibilities from those in effect immediately prior to such reduction (including any such reduction effected through any arrangement involving the sharing of Executive’s position and title as Chief Executive Officer of OUTFRONT); provided, however, that any removal of Executive as Chairman of the Board in accordance with any corporate governance best practices that OUTFRONT adopts shall not constitute “Good Reason” under this Agreement; (C) the assignment to Executive of duties or responsibilities that are materially inconsistent with Executive’s authorities, duties or responsibilities as they shall exist on the Effective Date (other than authorities, duties or responsibilities relating to the operations of a public company or which are consistent with those given to a chief executive officer of a public company; provided that for so long as OUTFRONT is a controlled public company, references to “public company” shall be modified to reflect such status) or that materially impair Executive’s ability to function as Chief Executive Officer of OUTFRONT; (D) the material breach by OUTFRONT of any of its obligations under this Agreement; (E) the requirement that Executive relocate outside the New York City metropolitan area. OUTFRONT shall have thirty (30) days from the receipt of Executive’s notice within which to cure and in the event of such cure Executive’s notice shall be of no further force or effect. If no cure is effected, Executive’s termination will be effective as of the date specified in Executive’s written notice to OUTFRONT or such earlier effective date set by OUTFRONT following receipt of Executive’s notice.

Termination by the Company Without Cause or Termination by Executive for Good Reason. (i) OUTFRONT may terminate If Company terminates Executive’s employment under this Agreement hereunder without Cause at or if Executive terminates his employment hereunder for Good Reason, Executive shall be entitled to receive his Accrued Benefits, plus a pro rata bonus based upon the actual achievement of the performance objectives as determined by the Committee for the fiscal year of termination. Executive shall also be entitled to a cash severance payment equal to two (2) times Executive’s Base Salary (determined without regard to any time change in Base Salary that would constitute Good Reason), provided, however, that if such termination of employment occurs during the Term by providing written notice one-(1-) year period following a Change of termination Control (as defined in Section 8(b)), subject to Executive. In additionthe reduction set forth in Section 8(a) of this Agreement, Executive may terminate such cash severance payment shall be equal to three (3) times Executive’s employment under this Agreement for Base Salary (determined without regard to any change in Base Salary that would constitute Good Reason at any time during the Term by written notice of termination to OUTFRONT given no more than sixty (60) days after Executive first learns Reason). All of the event constituting Good Reason. Such notice foregoing amounts, except for the pro rata bonus, shall state an effective termination date that is not earlier than be paid in the form of a single lump sum payment within thirty (30) days and not later than sixty (60) days after the date it is given to OUTFRONTof termination, provided that OUTFRONT may set an earlier effective date Executive has executed a release of liability in the form reasonably required by the Company and any revocation period with respect to such release has expired. The amount of any pro rata bonus for the fiscal year in which Executive’s termination occurs shall be paid in a lump sum at any the same time after receipt of Executive’s noticeas the Company makes bonus payments to its executive employees who are entitled to receive an annual bonus for the fiscal year. For purposes of this Agreement The Company will pay or reimburse Executive for premiums paid for continued health benefits for Executive (and any other agreement that expressly incorporates eligible dependents) under the definition Company’s health plans until the earlier of Good Reason hereunder)(i) two (2) years following Executive’s separation from service or (ii) the date upon which Executive and his eligible dependents become covered under similar plans of another employer. In addition, “Good Reason” shall mean the occurrence of any Company will provide outplacement assistance to Executive through a nationally recognized firm, at a cost not to exceed $30,000. Such outplacement assistance will be consistent with the standard program offered by the selected firm for top executives in transition and will include transition and job search coaching and counseling, resume preparation and temporary office facilities and support for use by Executive. Outplacement expenses payable pursuant to this Agreement must be incurred by Executive no later than the December 31 of the second calendar year following without Executive’s consent (other than the calendar year in connection with the termination or suspension of Executive’s employment or duties for Cause or in connection with physical and mental incapacity): (A) a material reduction in Executive’s Salary, Bonus or long-term incentive compensation opportunity in effect prior to such reduction, including Executive’s annual Target Bonus or long-term incentive targets; (B) a material reduction in Executive’s positions (including serving on the Board), titles, authorities, duties or responsibilities from those in effect immediately prior to such reduction (including any such reduction effected through any arrangement involving the sharing of Executive’s position and title as Chief Executive Officer of OUTFRONT); provided, however, that any removal of Executive as Chairman of the Board in accordance with any corporate governance best practices that OUTFRONT adopts shall not constitute “Good Reason” under this Agreement; (C) the assignment to Executive of duties or responsibilities that are materially inconsistent with Executive’s authorities, duties or responsibilities as they shall exist on the Effective Date (other than authorities, duties or responsibilities relating to the operations of a public company or which are consistent with those given to a chief executive officer of a public company; provided that for so long as OUTFRONT is a controlled public company, references to “public company” shall be modified to reflect such status) or that materially impair Executive’s ability to function as Chief Executive Officer of OUTFRONT; (D) the material breach by OUTFRONT of any of its obligations under this Agreement; (E) the requirement that Executive relocate outside the New York City metropolitan area. OUTFRONT shall have thirty (30) days from the receipt of Executive’s notice within which to cure and in the event of such cure Executive’s notice shall be of no further force or effect. If no cure is effected, Executive’s termination will of employment occurs and must be effective as paid by the Company no later than the last day of the date specified third fiscal year following the fiscal year in which Executive’s written notice to OUTFRONT or such earlier effective date set by OUTFRONT following receipt of Executive’s noticetermination occurs.

Termination by the Company Without Cause or Termination by Executive for Good Reason. (iIn addition to the payments described in Section 5(f) OUTFRONT may terminate Executive’s employment under this Agreement without Cause at any time during the Term by providing written notice of termination and subject to Executive. In addition, Executive may terminate Executive’s employment under this Agreement for Good Reason at any time during the Term by written notice of termination to OUTFRONT given no more than sixty (60) days after Executive first learns of the event constituting Good Reason. Such notice shall state an effective termination date that is not earlier than thirty (30) days and not later than sixty (60) days after the date it is given to OUTFRONTSection 9, provided that OUTFRONT may set an earlier effective date for Executive’s Executive has resigned from the Board as contemplated by Section 3 and is in compliance with his obligations under Section 11, in the event the Employment Period ends by reason of termination at any time after receipt of Executive’s notice. For purposes of this Agreement (and any other agreement that expressly incorporates the definition of Good Reason hereunder), “Good Reason” shall mean the occurrence of any of the following without Executive’s consent (other than in connection with the termination or suspension of Executive’s employment or duties for by the Company Without Cause or by Executive for Good Reason, the Company shall (i) pay Executive any annual bonus payable for services rendered in connection any annual bonus period for the year which had been completed in its entirety prior to the date on which the Employment Period ends and that had not previously been paid, (ii) continue to make Base Salary payments for a period 12 months following such termination of employment (the period of time such payments are provided, the “Severance Period”), payable in accordance with physical and mental incapacity): (A) a material reduction in Executivethe Company’s Salary, Bonus or long-term incentive compensation opportunity payroll practices as in effect on such termination date, except that such continued Base Salary payments shall not commence until the first payroll date following the effective date of the Release Agreement referenced in Section 9, and the first continued Base Salary payment shall cover the period between the termination date and such payment. Each installment payment made pursuant to this Section 6(a) (ii) shall be considered a separate payment for purposes of Section 409A of the Internal Revenue Code of 1986 (the “Code”). In the event the Employment Period ends on or prior to such reductionDecember 31, including Executive’s annual Target Bonus or long-term incentive targets; (B) a material reduction in Executive’s positions (including serving on the Board), titles, authorities, duties or responsibilities from those in effect immediately prior to such reduction (including any such reduction effected through any arrangement involving the sharing 2009 by reason of termination of Executive’s position and title as Chief employment by the Company Without Cause or by Executive Officer of OUTFRONT); provided, however, that any removal of Executive as Chairman of the Board in accordance with any corporate governance best practices that OUTFRONT adopts shall not constitute “for Good Reason” under this Agreement; , subject to Section 9, Executive shall receive a pro rata portion (C) based upon the assignment to Executive number of duties or responsibilities complete months within the fiscal year that are materially inconsistent with Executive’s authorities, duties or responsibilities as they shall exist on the Effective Date (other than authorities, duties or responsibilities relating to the operations of a public company or which are consistent with those given to a chief executive officer of a public company; provided that for so long as OUTFRONT is a controlled public company, references to “public company” shall be modified to reflect such status) or that materially impair Executive’s ability to function as Chief Executive Officer of OUTFRONT; (D) the material breach by OUTFRONT of any of its obligations under this Agreement; (E) the requirement that Executive relocate outside the New York City metropolitan area. OUTFRONT shall have thirty (30) days from elapsed through the receipt date of Executive’s notice within termination of employment) of any Annual Bonus that the Board determines Executive would otherwise have received pursuant to Section 4(b) hereof for that calendar year had Executive been employed through the end of the year, which to cure will be payable when and in the event of if such cure Annual Bonus would otherwise have been payable had Executive’s notice employment not terminated, provided again that Executive resigned from the Board immediately as contemplated by Section 3 and has been in compliance with his obligations under Section 11 from the date of termination through such payment dates. Notwithstanding the foregoing, Executive shall not be entitled to any pro-rated bonus unless the date of no further force or effecttermination is after the first six months of the fiscal year in which it occurs. During the Severance Period, the Company shall continue to pay health insurance premiums for continued health insurance coverage for Executive and his currently insured dependents, provided that Executive makes a timely election to continue such coverage under COBRA and is not otherwise eligible for health insurance through any subsequent employer. If no cure the termination is effected, Executive’s termination will be effective as of the date specified in Executive’s written notice to OUTFRONT or such earlier effective date set by OUTFRONT following receipt a result of Executive’s noticedeath or Disability, then Executive’s currently insured dependents shall upon their timely election be eligible to receive continued benefits pursuant to COBRA.

Termination by the Company Without Cause or Termination by Executive for Good Reason. Provided that Executive is in compliance with his obligations under his Proprietary Information and Inventions Agreement with the Company, in the event Executive’s employment is terminated by the Company Without Cause or by Executive for Good Reason, the Company shall (i) OUTFRONT may terminate Executivepay Executive any annual bonus payable for services rendered in any annual bonus period for the year which had been completed in its entirety prior to the date on which the Employment Period ends and that had not previously been paid, provided, however, it is the Company’s employment under this Agreement without Cause at intent that any time during such annual bonus shall be evaluated by the Term by providing written notice of termination to Executive. In additionBoard, Executive may terminate Executive’s employment under this Agreement for Good Reason at any time during the Term by written notice of termination to OUTFRONT given and if applicable, paid, no more later than sixty (60) days after Executive first learns December 31 of the event constituting Good Reason. Such notice shall state an effective termination date that is not earlier than thirty calendar year following the calendar year to which such annual bonus relates, (30ii) days and not later than sixty (60) days after the date it is given continue to OUTFRONT, provided that OUTFRONT may set an earlier effective date make Base Salary payments for Executive’s termination at any time after receipt of Executive’s notice. For purposes of this Agreement (and any other agreement that expressly incorporates the definition of Good Reason hereunder), “Good Reason” shall mean the occurrence of any of the following without Executive’s consent (other than in connection with the termination or suspension of Executive’s employment or duties for Cause or in connection with physical and mental incapacity): (A) a material reduction in Executive’s Salaryperiod 6 months following such termination of employment if the termination occurs on or before the third anniversary of the date on which Executive commenced employment with the Company, Bonus or long-term incentive compensation opportunity in effect prior to such reduction, including Executive’s annual Target Bonus or long-term incentive targets; (B) a material reduction in Executive’s positions period 12 months following such termination of employment if the termination occurs after such third anniversary date (including serving the period of time such payments are provided, the “Severance Period”), payable over such 6 month or 12 month period, as the case may be, on the Board), titles, authorities, duties or responsibilities from those regular payroll dates of the Company in accordance with the Company’s payroll practices as in effect immediately prior on such termination date, and subject to applicable tax withholding. Such continued Base Salary payments shall commence upon the first payroll date following the effective date of the Release Agreement, and the first continued Base Salary payment shall cover the period between the termination date and such reduction (including any such reduction effected through any arrangement involving the sharing of Executive’s position and title as Chief Executive Officer of OUTFRONT); payment, provided, however, that any removal of Executive as Chairman no amount shall be paid pursuant to this section unless, on or prior to the fifty-fifth (55th) day following the date of the Board in accordance with any corporate governance best practices that OUTFRONT adopts shall not constitute “Good Reason” under this Agreement; (C) the assignment to Executive of duties or responsibilities that are materially inconsistent with Executive’s authoritiesSeparation from Service (as defined in the section entitled “Section 409A Payment Delay” below), duties or responsibilities Executive has executed an effective Release Agreement and any applicable revocation period has expired. Each installment payment made pursuant to this section shall be considered a separate payment for purposes of Section 409A of the Internal Revenue Code of 1986, as they shall exist on amended (the Effective Date “Code”) (other than authoritiesincluding, duties or responsibilities without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)).” • Amend the definition of “Change in Control” in the Agreements relating to cash severance to comply with the operations definition contained in Section 409A and the rules and regulations promulgated thereunder. The foregoing amendment applies only to cash severance payments. Your potential option acceleration is still governed by the definition of a public company or which are consistent with those given change in control in your Change in Control Agreement. As amended, the definition of “Change in Control” as applied to a chief executive officer of a public company; provided that for so long as OUTFRONT is a controlled public company, references to “public company” shall be modified to reflect such status) or that materially impair Executive’s ability to function as Chief Executive Officer of OUTFRONT; (D) the material breach by OUTFRONT of any of its obligations under this Agreement; (E) the requirement that Executive relocate outside the New York City metropolitan area. OUTFRONT shall have thirty (30) days from the receipt of Executive’s notice within which to cure and cash severance payments in the event of such cure Executive’s notice Agreements shall be of no further force or effect. If no cure is effected, Executive’s termination will be effective mean as of the date specified in Executive’s written notice to OUTFRONT or such earlier effective date set by OUTFRONT following receipt of Executive’s notice.follows:

Termination by the Company Without Cause or Termination by Executive for Good Reason. If Executive’s employment is terminated by the Company without Cause (and not due to death or Disability), or by Executive for Good Reason, subject to Section 5.6 hereof, Executive shall be entitled to: (a) as soon as reasonably practicable following such termination, payment of Executive’s accrued and unpaid Base Salary and reimbursement of expenses under Section 6 hereof in each case accrued through the date of termination, and all other accrued and vested amounts or benefits due to Executive in accordance the Company’s benefit and compensation plans (other than any compensation or benefits under any severance plans) (collectively, the “Accrued Compensation”); (b) subject to Section 12.7(b) hereof, an amount in cash equal to twelve (12) months of Executive’s Base Salary (as in effect as of his last day of employment), which shall be payable in substantially equal installments (the “Severance Amount”) at the same time Base Salary would be paid over the twelve (12) month period (the “Severance Period”) following termination if Executive had remained employed with the Company; and further provided, that if Executive’s review and revocation period for the release of claims as provided in Exhibit A (the “General Release”) hereof spans two of Executive’s taxable years, the first payment shall be made on the first regularly scheduled payroll date of the later taxable year following the effective date of the General Release and shall include all amounts accrued prior thereto; (c) if Executive is eligible for and elects to enroll in “COBRA” type continuation coverage of Executive’s health benefits under the Company’s group health plan, for the Severance Period (“COBRA Payment Period”) the Company will pay Executive on a monthly basis a taxable amount equal to the full monthly premium (just the Company portion), for the corresponding active employee coverage type (e.g., single, single plus one, family) under the Company’s group health plan that was in effect for Executive on the termination date, less applicable tax withholdings; provided, that the Company’s obligation to make these monthly taxable COBRA premium payments to Executive hereunder shall cease on the earlier of: (i) OUTFRONT may terminate the date on which Executive first becomes eligible for coverage under any group health plan made available by another employer (and Executive shall notify the Company in writing promptly, but within 10 days, after becoming eligible for any such benefits); and (ii) the date on which Executive’s employment COBRA continuation coverage under this Agreement without Cause at any time during the Term by providing written notice of termination to Executive. In addition, Executive may terminate ExecutiveCompany’s employment under this Agreement for Good Reason at any time during the Term by written notice of termination to OUTFRONT given no more than sixty (60) days after Executive first learns of the event constituting Good Reason. Such notice shall state an effective termination date that is not earlier than thirty (30) days and not later than sixty (60) days after the date it is given to OUTFRONT, provided that OUTFRONT may set an earlier effective date for Executive’s termination at any time after receipt group health plan ends on account of Executive’s notice. For purposes election to terminate such coverage; notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of this Agreement the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and any other agreement that expressly incorporates Affordable Care Act, as amended by the definition of Good Reason hereunder2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay Executive on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Good Reason” shall mean Special Severance Payment”), for the occurrence remainder of the COBRA Payment Period (Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums); and (d) a lump sum payment equal to the amount of any Annual Bonus earned with respect to the Company’s fiscal year ending on or prior to the date of such termination, but unpaid as of such date, payable at the same time in the year of termination as such payment would be made if Executive continued to be employed by the Company, but in no event later than 60 days following the end of the following without Executive’s consent (other than fiscal year in connection with which the termination or suspension of Executive’s employment or duties for Cause or in connection with physical and mental incapacity): (A) a material reduction in Executive’s Salary, Bonus or long-term incentive compensation opportunity in effect prior to such reduction, including Executive’s annual Target Bonus or long-term incentive targets; (B) a material reduction in Executive’s positions (including serving on the Board), titles, authorities, duties or responsibilities from those in effect immediately prior to such reduction (including any such reduction effected through any arrangement involving the sharing of Executive’s position and title as Chief Executive Officer of OUTFRONT); provided, however, that any removal of Executive as Chairman of the Board in accordance with any corporate governance best practices that OUTFRONT adopts shall not constitute “Good Reason” under this Agreement; (C) the assignment to Executive of duties or responsibilities that are materially inconsistent with Executive’s authorities, duties or responsibilities as they shall exist on the Effective Date (other than authorities, duties or responsibilities relating to the operations of a public company or which are consistent with those given to a chief executive officer of a public company; provided that for so long as OUTFRONT is a controlled public company, references to “public company” shall be modified to reflect such status) or that materially impair Executive’s ability to function as Chief Executive Officer of OUTFRONT; (D) the material breach by OUTFRONT of any of its obligations under this Agreement; (E) the requirement that Executive relocate outside the New York City metropolitan area. OUTFRONT shall have thirty (30) days from the receipt of Executive’s notice within which to cure and in the event of such cure Executive’s notice shall be of no further force or effect. If no cure is effected, Executive’s termination will be effective as of the date specified in Executive’s written notice to OUTFRONT or such earlier effective date set by OUTFRONT following receipt of Executive’s noticeoccurs.