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

Termination By the Company Without Cause or Termination by Executive With Good Reason. Executive’s employment may be terminated at any time by the Company with or without Cause, or by the Executive with or without Good Reason as defined in Exhibit A. If either (i) during (and not after) the Employment Term or (ii) within 2 years after a Change in Control that occurred during the Employment Term (i.e., by the second anniversary of the Change in Control), i) the Company terminates Executive’s employment other than for Cause or Disability or if Executive resigns for Good Reason, the Company will provide Executive within ten (10) days after the date on which Executive’s employment terminates with a Waiver and General Release of any and all legally-waivable claims against the Company and its past, present, and future parents, divisions, subsidiaries, partnerships, other affiliates, and other related entities (whether or not they are wholly owned); and the past, present, and future owners, trustees, fiduciaries, administrators, shareholders, directors, officers, partners, agents, representatives, members, associates, employees, and attorneys of each entity listed above in a form reasonably acceptable to the Company (a “Waiver”), and provided that on or within twenty one (21) days after the date on which Executive receives the Waiver or such longer period as may be applicable under the Age Discrimination in Employment Act, as amended (“ADEA”), Executive: i) signs, dates and returns the Waiver to the Company; and ii) then does not revoke the Waiver in accordance with its terms, the Company will, as liquidated damages, pay Executive as consideration not later than 15 days following the expiration (without revocation) of the revocation period applicable to Executive’s release of ADEA claims: (x) a lump sum amount equal to twelve (12) months of Executive’s Base Salary, less all required or authorized deductions, (y) any unpaid Annual Bonus with respect to the calendar year immediately preceding the calendar year of termination of employment; and (z) a pro-rata amount of the Annual Bonus based on actual performance with respect to the calendar year of termination of employment, based on the number of days worked in such calendar year, said pro-rated Annual Bonus payment to be made at the time and in the same manner as other executive officers of the of the Company (collectively, the “Severance Benefits”).

Termination By the Company Without Cause or Termination by Executive With Good Reason. Executive’s employment may be terminated at any time by the Company with or without Cause, or by the Executive with or without Good Reason as defined in Exhibit A. If either (i) during (and not after) the Employment Term or (ii) within 2 years after a Change in Control that occurred during the Employment Term (i.e., by the second anniversary of the Change in Control)Term, i) the Company terminates Executive’s employment other than for Cause or Disability or if Executive resigns for Good Reason, the Company will provide Executive within ten (10) days after the date on which Executive’s employment terminates with a Waiver and General Release of any and all legally-waivable claims against the Company and its past, present, and future parents, divisions, subsidiaries, partnerships, other affiliates, and other related entities (whether or not they are wholly owned); and the past, present, and future owners, trustees, fiduciaries, administrators, shareholders, directors, officers, partners, agents, representatives, members, associates, employees, and attorneys of each entity listed above in a form reasonably acceptable to the Company (a “Waiver”), and provided that on or within twenty one (21) days after the date on which Executive receives the Waiver or such longer period as may be applicable under the Age Discrimination in Employment Act, as amended (“ADEA”), Executive: i) signs, dates and returns the Waiver to the Company; and ii) then does not revoke the Waiver in accordance with its terms, the Company will, as liquidated damages, pay (or commence paying, as the case may be) Executive as consideration not later than 15 fifteen (15) days following the expiration (without revocation) of the revocation period applicable to Executive’s release of ADEA claims: (x) a lump sum shall be the greater of (i) an amount equal to twelve (12) months of Executive’s Base SalarySalary paid via salary continuance over the remaining term of the Agreement or (ii) Executive’s Base Salary paid via salary continuance for a 52 week period from Executive’s date of termination, less all required or authorized deductions, (y) and payable in in accordance with the Company’s then-effective payroll practices; last for a consecutive period of 90 days or for a collective period of 120 days in any unpaid Annual Bonus with respect to the calendar year immediately preceding the calendar year of termination of employment; and (z) a pro-rata amount of the Annual Bonus based on actual performance with respect to the calendar year of termination of employment, based on the number of days worked in such calendar year, said pro-rated Annual Bonus payment to be made at the time and in the same manner 365 day period as other executive officers of the of determined by the Company (collectively, the “Severance Benefits”)in its good faith judgment.

Termination By the Company Without Cause or Termination by Executive With Good Reason. Executive’s employment may be terminated at any time by the Company with or without Cause, or by the Executive with or without Good Reason as defined in Exhibit A. If either (i) during (and not after) the Employment Term or (ii) within 2 years after a Change in Control that occurred during the Employment Term (i.e., by the second anniversary of the Change in Control)Term, i) the Company terminates Executive’s employment other than for Cause or Disability or if Executive resigns for Good Reason, the Company will provide Executive within ten (10) days after the date on which Executive’s employment terminates with a Waiver and General Release of any and all legally-waivable claims against the Company and its past, present, and future parents, divisions, subsidiaries, partnerships, other affiliates, and other related entities (whether or not they are wholly owned); and the past, present, and future owners, trustees, fiduciaries, administrators, shareholders, directors, officers, partners, agents, representatives, members, associates, employees, and attorneys of each entity listed above in a form reasonably acceptable to the Company (a “Waiver”), and provided that on or within twenty one (21) days after the date on which Executive receives the Waiver or such longer period as may be applicable under the Age Discrimination in Employment Act, as amended (“ADEA”), Executive: i) signs, dates and returns the Waiver to the Company; and ii) then does not revoke the Waiver in accordance with its terms, the Company will, as liquidated damages, pay Executive as consideration not later than 15 days following the expiration (without revocation) of the revocation period applicable to Executive’s release of ADEA claims: (x) a lump sum amount equal to twelve the greater of (12i) months Executive’s Base Salary remaining due under the Employment Term or (ii) 52 weeks of Executive’s Base Salary, in each case less all required or authorized deductions, (y) any unpaid Annual Bonus with respect to the calendar year immediately preceding the calendar year of termination of employment; and (z) a pro-rata amount of the Annual Bonus based on actual performance with respect to the calendar year of termination of employment, based on the number of days worked in such calendar year, said pro-rated Annual Bonus payment to be made at the time and in the same manner as other executive officers of the of the Company (collectively, the “Severance Benefits”).

Termination By the Company Without Cause or Termination by Executive With Good Reason. Executive’s employment may be terminated at any time by the Company with or without Cause, or by the Executive with or without Good Reason as defined in Exhibit A. If either (i) during (and not after) the Employment Term or (ii) within 2 years after a Change in Control that occurred during the Employment Term (i.e., by the second anniversary of the Change in Control)Term, i) the Company terminates Executive’s employment other than for Cause or Disability or if Executive resigns for Good Reason, the Company will provide Executive within ten (10) days after the date on which Executive’s employment terminates with a Waiver and General Release of any and all legally-waivable claims against the Company and its past, present, and future parents, divisions, subsidiaries, partnerships, other affiliates, and other related entities (whether or not they are wholly owned); and the past, present, and future owners, trustees, fiduciaries, administrators, shareholders, directors, officers, partners, agents, representatives, members, associates, employees, and attorneys of each entity listed above in a form reasonably acceptable to the Company (a “Waiver”), and provided that on or within twenty one (21) days after the date on which Executive receives the Waiver or such longer period as may be applicable under the Age Discrimination in Employment Act, as amended (“ADEA”), Executive: i) signs, dates and returns the Waiver to the Company; and ii) then does not revoke the Waiver in accordance with its terms, the Company will, as liquidated damages, pay Executive as consideration not later than 15 days following the expiration (without revocation) of the revocation period applicable to Executive’s release of ADEA claims: (x) a lump sum the greater of (i) an amount equal to twelve (12) months of Executive’s Base SalarySalary paid via salary continuance over the remaining term of the Employment Term,or (ii) Executive’s Base Salary paid via salary continuance for a 52 week period from Executive’s Termination Date, less all required or authorized deductions, and payable in in accordance with the Company’s then-effective payroll practices;; (y) any unpaid Annual Bonus with respect to the calendar year immediately preceding the calendar year of termination of employment; and (z) a pro-rata amount of the Annual Bonus based on actual performance with respect to the calendar year of termination of employment, based on the number of days worked in such calendar year, said pro-rated Annual Bonus payment to be made at the time and in the same manner as other executive officers of the Company. Executive and eligible family members will continue to receive medical, dental and vision coverage as in effect from time to time throughout the salary continuance or severance period (i.e., through the end of the Employment Term) to the extent (i) the Executive makes payments in accordance with the following sentence, (ii) such continuation does not result in excise taxes, penalties or similar charges to the Company and (iii) such coverage is available to the Company without significant expense in excess of the expense for such coverage that the Company would have incurred if the Executive had remained employed.. The Executive will continue to remain responsible for the employee’s contribution for such benefit coverage throughout the salary continuance or severance period (collectively, the “Severance Benefits”).

Termination By the Company Without Cause or Termination by Executive With Good Reason. Executive’s employment may be terminated at any time by the Company with or without Cause, or by the Executive with or without Good Reason as defined in Exhibit A. If either (i) during (and not after) the Employment Term or (ii) within 2 years after a Change in Control that occurred during the Employment Term (i.e., by the second anniversary of the Change in Control)Term, i) the Company terminates Executive’s employment other than for Cause or Disability or if Executive resigns for Good Reason, the Company will provide Executive within ten (10) days after the date on which Executive’s employment terminates with a Waiver and General Release of any and all legally-waivable claims against the Company and its past, present, and future parents, divisions, subsidiaries, partnerships, other affiliates, and other related entities (whether or not they are wholly owned); and the past, present, and future owners, trustees, fiduciaries, administrators, shareholders, directors, officers, partners, agents, representatives, members, associates, employees, and attorneys of each entity listed above in a form reasonably acceptable to the Company (a “Waiver”), and provided that on or within twenty one (21) days after the date on which Executive receives the Waiver or such longer period as may be applicable under the Age Discrimination in Employment Act, as amended (“ADEA”), Executive: i) signs, dates and returns the Waiver to the Company; and ii) then does not revoke the Waiver in accordance with its terms, the Company will, as liquidated damages, pay Executive as consideration not later than 15 days following the expiration (without revocation) of the revocation period applicable to Executive’s release of ADEA claims: (x) a lump sum amount equal to twelve (12) months of Executive’s Base SalarySalary remaining due under the Employment Term, less all required or authorized deductions, (y) any unpaid Annual Bonus with respect to the calendar year immediately preceding the calendar year of termination of employment; and (z) a pro-rata amount of the Annual Bonus based on actual performance with respect to the calendar year of termination of employment, based on the number of days worked in such calendar year, said pro-rated Annual Bonus payment to be made at the time and in the same manner as other executive officers of the of the Company (collectively, the “Severance Benefits”).

Termination By the Company Without Cause or Termination by Executive With Good Reason. Executive’s employment may be terminated at any time by the Company with or without Cause, or by the Executive with or without Good Reason as defined in Exhibit A. If either (i) during (and not after) the Employment Term or (ii) within 2 years after a Change in Control that occurred during the Employment Term (i.e., by the second anniversary of the Change in Control)Term, i) the Company terminates Executive’s employment other than for Cause or Disability or if Executive resigns for Good Reason, the Company will provide Executive within ten (10) days after the date on which Executive’s employment terminates with a Waiver and General Release of any and all legally-waivable claims against the Company and its past, present, and future parents, divisions, subsidiaries, partnerships, other affiliates, and other related entities (whether or not they are wholly owned); and the past, present, and future owners, trustees, fiduciaries, administrators, shareholders, directors, officers, partners, agents, representatives, members, associates, employees, and attorneys of each entity listed above in a form reasonably acceptable to the Company (a “Waiver”), and provided that on or within twenty one (21) days after the date on which Executive receives the Waiver or such longer period as may be applicable under the Age Discrimination in Employment Act, as amended (“ADEA”), Executive: i) signs, dates and returns the Waiver to the Company; and ii) then does not revoke the Waiver in accordance with its terms, the Company will, as liquidated damages, pay (or commence paying, as the case may be) Executive as consideration not later than 15 fifteen (15) days following the expiration (without revocation) of the revocation period applicable to Executive’s release of ADEA claims: (x) a lump sum an amount equal to twelve (12) months of Executive’s Base SalarySalary for the period from Executive’s date of termination through April 3, 2018, less all required or authorized deductions, which shall payable in bi-weekly installments over such period in accordance with the Company’s then-effective payroll practices; (y) any unpaid Annual Bonus with respect to the calendar year immediately preceding the calendar year of termination of employment; and (z) a pro-rata amount of the Annual Bonus based on actual performance with respect to the calendar year of termination of employment, based on the number of days worked in such calendar year, said pro-rated Annual Bonus payment to be made at the time and in the same manner as other executive officers of the of the Company (collectively, the “Severance Benefits”).

Termination By the Company Without Cause or Termination by Executive With Good Reason. Executive’s 's employment may be terminated at any time by the Company with or without Cause, or by the Executive with or without Good Reason as defined in Exhibit A. If either (i) during (and not after) the Employment Term or (ii) within 2 years after a Change in Control that occurred during the Employment Term (i.e., by the second anniversary of the Change in Control)Term, i) the Company terminates Executive’s 's employment other than for Cause or Disability or if Executive resigns for Good Reason, the Company will provide Executive within ten (10) days after the date on which Executive’s 's employment terminates with a Waiver and General Release of any and all legally1egally-waivable claims against the Company and its past, present, and future parents, divisions, subsidiaries, partnerships, other affiliates, and other related entities (whether or not they are wholly owned); and the past, present, and future owners, trustees, fiduciaries, administrators, shareholders, directors, officers, partners, agents, representatives, members, associates, employees, and attorneys of each entity listed above in a form reasonably acceptable to the Company (a “"Waiver”"), and provided that on or within twenty one (21) days after the date on which Executive receives the Waiver or such longer period as may be applicable under the Age Discrimination in Employment Act, as amended (“"ADEA”''), Executive: i) signs, dates and returns the Waiver to the Company; and ii) then does not revoke the Waiver in accordance with its terms, the Company willwil1, as liquidated damages, pay (or commence paying, as the case may be) Executive as consideration not later than 15 fifteen (15) days following the expiration (without revocation) of the revocation period applicable to Executive’s 's release of ADEA claims: (x) a lump sum an amount equal to twelve (12) months Executive's Annual Base Salary paid via salary continuance over a 52 week period from Executive's date of Executive’s Base Salarytermination, less all required or authorized deductions, and payable in in accordance with the Company's then-effective payroll practices; (y) any unpaid Annual Bonus Bonus, in the event the Company bonus is paid, with respect to the calendar year immediately preceding the calendar year of termination of employment; and (z) a pro-rata amount of the Annual Bonus Bonus, in the event the Company bonus is paid, based on actual performance with respect to the calendar year of termination of employment, based on the number of days worked in such calendar year, said pro-rated Annual Bonus payment to be made at the time and in the same manner as other executive officers of the of the Company (collectively, the “"Severance Benefits”").

Termination By the Company Without Cause or Termination by Executive With Good Reason. Executive’s employment may be terminated at any time by the Company with or without CauseCause upon forty-five (45) days’ prior written notice thereof by the Company, or by the Executive with or without Good Reason as defined in Exhibit A. If either (i) during (and not after) the Employment Term or (ii) within 2 years after a Change in Control that occurred during the Employment Term (i.e.Term, by the second anniversary of the Change in Control), i) the Company terminates Executive’s employment other than for Cause or Disability or if Executive resigns for Good Reason, the Company will provide Executive within ten (10) days after the date on which Executive’s employment terminates with a Waiver and General Release of any and all legally-waivable claims against the Company and its past, present, and future parents, divisions, subsidiaries, partnerships, other affiliates, and other related entities (whether or not they are wholly owned); and the past, present, and future owners, trustees, fiduciaries, administrators, shareholders, directors, officers, partners, agents, representatives, members, associates, employees, and attorneys of each entity listed above in a form reasonably acceptable to the Company (a “Waiver”), and provided that on or within twenty one (21) days after the date on which Executive receives the Waiver or such longer period as may be applicable under the Age Discrimination in Employment Act, as amended (“ADEA”), Executive: i) signs, dates and returns the Waiver to the Company; and ii) then does not revoke the Waiver in accordance with its terms, the Company will, as liquidated damages, pay (or commence paying, as the case may be) Executive as consideration not later than 15 fifteen (15) days following the expiration (without revocation) of the revocation period applicable to Executive’s release of ADEA claims: (x) a lump sum an amount equal to twelve (12) months of Executive’s Base Salary, less all required or authorized deductions, ; (y) any unpaid Annual Bonus with respect to the calendar fiscal year immediately preceding the calendar fiscal year of termination of employment; and (z) a pro-rata amount of the Annual Bonus based on actual year-to-date performance of Adjusted EBITDA relative to the Board approved Adjusted EBITDA plan with respect to the calendar fiscal year of termination of employment, based on the number of days worked in such calendar yearfiscal year elapsed through the termination date, said pro-rated Annual Bonus payment to be made at paid as soon as practicable following the time and in the same manner as other executive officers of the of the Company termination date (collectively, the “Severance Benefits”). For the avoidance of doubt, if at any time Executive’s employment is terminated by the Company without Cause or by Executive with Good Reason, Executive shall be entitled to the Severance Benefits in accordance with this Section 8(c).

Termination By the Company Without Cause or Termination by Executive With Good Reason. Executive’s employment may be terminated at any time by the Company with or without Cause, or by the Executive with or without Good Reason as defined in Exhibit A. If either (i) during (and not after) the Employment Term or (ii) within 2 years after a Change in Control that occurred during the Employment Term (i.e.Term, by the second anniversary of the Change in Control), i) the Company terminates Executive’s employment other than for Cause or Disability or if Executive resigns for Good Reason, the Company will provide Executive within ten (10) days after the date on which Executive’s employment terminates with a Waiver and General Release of any and all legally-waivable claims against the Company and its past, present, and future parents, divisions, subsidiaries, partnerships, other affiliates, and other related entities (whether or not they are wholly owned); , and the past, present, and future owners, trustees, fiduciaries, administrators, shareholders, directors, officers, partners, agents, representatives, members, associates, employees, and attorneys of each entity listed above in a form reasonably acceptable to the Company (a “Waiver”), and provided that on or within twenty one (21) days after the date on which Executive receives the Waiver or such longer period as may be applicable under the Age Discrimination in Employment Act, as amended (“ADEA”), Executive: i) signs, dates and returns the Waiver to the Company; and ii) then does not revoke the Waiver in accordance with its terms, the Company will, as liquidated damages, pay Executive as consideration not later than 15 days following the expiration (without revocation) of the revocation period applicable to Executive’s release of ADEA claims: (x) a lump sum amount equal to twelve (12) months of Executive’s Base SalarySalary and Sign On Bonus remaining due under the Employment Term, less all required or authorized deductions, (y) any unpaid Annual Bonus with respect to the calendar year immediately preceding the calendar year of termination of employment; and (z) a pro-rata amount of the Annual Bonus based on actual performance with respect to the calendar year of termination of employment, based on the number of days worked in such calendar year, said pro-rated Annual Bonus payment to be made at the time and in the same manner as other executive officers of the Company. Executive and eligible family members will continue to receive medical, dental and vision coverage throughout the salary continuance or severance period (i.e., through the end of the Company Employment Term). The Executive will continue to remain responsible for the employee’s contribution throughout the salary continuance or severance period. (collectively, the “Severance Benefits”).

Termination By the Company Without Cause or Termination by Executive With Good Reason. Executive’s employment may be terminated at any time by the Company with or without Cause, or by the Executive with or without Good Reason as defined in Exhibit A. If either (i) during (and not after) the Employment Term or (ii) within 2 years after a Change in Control that occurred during the Employment Term (i.e., by the second anniversary of the Change in Control)Term, i) the Company terminates Executive’s employment other than for Cause or Disability or if Executive resigns for Good Reason, the Company will provide Executive within ten (10) days after the date on which Executive’s employment terminates with a Waiver and General Release of any and all legally-waivable claims against the Company and its past, present, and future parents, divisions, subsidiaries, partnerships, other affiliates, and other related entities (whether or not they are wholly owned); and the past, present, and future owners, trustees, fiduciaries, administrators, shareholders, directors, officers, partners, agents, representatives, members, associates, employees, and attorneys of each entity listed above in a form reasonably acceptable to the Company (a “Waiver”), and provided that on or within twenty one (21) days after the date on which Executive receives the Waiver or such longer period as may be applicable under the Age Discrimination in Employment Act, as amended (“ADEA”), Executive: i) signs, dates and returns the Waiver to the Company; and ii) then does not revoke the Waiver in accordance with its terms, the Company will, as liquidated damages, pay (or commence paying, as the case may be) Executive as consideration not later than 15 fifteen (15) days following the expiration (without revocation) of the revocation period applicable to Executive’s release of ADEA claims: (x) a lump sum an amount equal to twelve (12) months of Executive’s Annual Base SalarySalary paid via salary continuance over a 52 week period from Executive’s date of termination, less all required or authorized deductions, and payable in in accordance with the Company’s then-effective payroll practices; (y) any unpaid Annual Bonus with respect to the calendar year immediately preceding the calendar year of __________________ last for a consecutive period of 90 days or for a collective period of 120 days in any 365 day period as determined by the Company in its good faith judgment. termination of employment; and (z) a pro-rata amount of the Annual Bonus Bonus, in the event the Company bonus is paid, based on actual performance with respect to the calendar year of termination of employment, based on the number of days worked in such calendar year, said pro-rated Annual Bonus payment to be made at the time and in the same manner as other executive officers of the of the Company (collectively, the “Severance Benefits”).

Termination By the Company Without Cause or Termination by Executive With Good Reason. Executive’s employment may be terminated at any time by the Company with or without Cause, or by the Executive with or without Good Reason as defined in Exhibit A. If either (i) during (and not after) the Employment Term or (ii) within 2 years after a Change in Control that occurred during the Employment Term (i.e., by the second anniversary of the Change in Control)Term, i) the Company terminates Executive’s employment other than for Cause or Disability or if Executive resigns for Good Reason, the Company will provide Executive within ten (10) days after the date on which Executive’s employment terminates with a Waiver and General Release of any and all legally-waivable claims against the Company and its past, present, and future parents, divisions, subsidiaries, partnerships, other affiliates, and other related entities (whether or not they are wholly owned); and the past, present, and future owners, trustees, fiduciaries, administrators, shareholders, directors, officers, partners, agents, representatives, members, associates, employees, and attorneys of each entity listed above in a form reasonably acceptable to the Company (a “Waiver”), and provided that on or within twenty one (21) days after the date on which Executive receives the Waiver or such longer period as may be applicable under the Age Discrimination in Employment Act, as amended (“ADEA”), Executive: i) signs, dates and returns the Waiver to the Company; and ii) then does not revoke the Waiver in accordance with its terms, the Company will, as liquidated damages, pay (or commence paying, as the case may be) Executive as consideration not later than 15 fifteen (15) days following the expiration (without revocation) of the revocation period applicable to Executive’s release of ADEA claims: (x) a lump sum an amount equal to twelve (12) months of Executive’s Base SalarySalary remaining due under the Employment Term, less all required or authorized deductions, which shall be payable in bi-weekly installments over the remainder of the Employment Term; (y) any unpaid Annual Bonus with respect to the calendar year immediately preceding the calendar year of termination of employment; and (z) a pro-rata amount of the Annual Bonus based on actual performance with respect to the calendar year of termination of employment, based on the number of days worked in such calendar year, said pro-rated Annual Bonus payment to be made at the time and in the same manner as other executive officers of the of the Company (collectively, the “Severance Benefits”).