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

Termination by the Company Without Cause, or Voluntary Termination by the Executive for Good Reason. If the Company terminates the Executive’s employment other than for Cause, death or Disability, or the Executive voluntarily terminates employment for Good Reason, in addition to the benefits payable under Section 5(b), the Company will pay the following amounts and provide the following severance benefits: (i) The Executive’s Base Salary through the one (1)-year anniversary of the Executive’s termination of employment, and the Executive’s annual incentive bonus, which will be determined as the higher of (A) the actual incentive bonus paid for the bonus plan year immediately preceding such termination of employment, or (B) the average annual bonus paid to the Executive for the three bonus plan years preceding the year in which such termination of employment occurs (excluding any years of partial, or no, bonus plan participation), plus (C) the amount, if any, to which the bonus that would have been paid to the Executive for the bonus plan year in which such termination of employment occurs, based on the performance level actually attained, exceeds the amount payable under the highest of (A) or (B). (ii) Continued coverage under the Company’s medical, dental, vision, key manager life insurance and pension through the one (1)-year anniversary of the Executive’s termination of employment, at the same cost to the Executive as in effect on the date of the Executive’s termination of employment, provided that to the extent such continued coverage extends beyond the COBRA continuation period, such coverage will be provided in accordance with the requirements of Code Section 409A and Treasury Regulation §1.409A-3(i)(1)(iv) (or any similar or successor provisions). The period through the end of the Employment Term, as it may have been extended, shall continue to count for purposes of determining the Executive’s age and service with the Company with respect to eligibility, vesting and the amount of benefits under the Company’s benefit plans to the maximum extent permitted by applicable law. If the Company determines that the Executive cannot participate in any benefit plan because the Executive is not actively performing services for the Company, the Company will provide such benefits under (A) an alternate arrangement, such as through the purchase of an individual insurance policy that provides similar benefits, provided that such coverage will be provided in accordance with the requirements of Code Section 409A and Treasury Regulation §1.409A-3(i)(1)(iv) (or any similar or successor provisions) or (B) if applicable, through a nonqualified pension or profit sharing plan, provided that such payments shall be made no later than December 31 of the calendar year following the calendar year in which the Executive’s termination of employment occurs. To the extent that the Executive’s compensation is necessary for determining the amount of any such continued coverage or benefits, such compensation (Base Salary and annual incentive bonus) through the one (1)-year anniversary of the Executive’s termination of employment shall be at the highest rate in effect during the twelve (12)-month period immediately preceding the Executive’s termination of employment. (iii) Executive perquisites on the same basis on which the Executive was receiving such perquisites prior to the Executive’s termination of employment, including: (A) reimbursement for club dues through the one (1)-year anniversary of the Executive’s termination of employment; and (B) reimbursement of expenses relating to financial planning services, tax return preparation and annual physicals incurred on or before December 31 of the calendar year that includes the first anniversary of the Executive’s termination of employment; provided that reimbursement of such perquisites shall be made to the Executive in accordance with the Company’s reimbursement practices, and in all events no later than December 31 of the calendar year that includes the third anniversary of the Executive’s termination of employment. The Company will bear the cost of such perquisites, at the same level in effect immediately prior to the Executive’s termination of employment. Perquisites otherwise receivable by the Executive pursuant to this Section shall be reduced to the extent comparable perquisites are actually received by or made available to the Executive without cost during the period following the Executive’s termination of employment covered by this Section. The Executive shall report to the Company any such perquisites actually received by or made available to the Executive. (iv) Any outstanding stock options, restricted stock or other equity-based compensation awards that would have vested during the period through the one year anniversary of the Executive’s employment termination shall immediately vest upon the date of the Executive’s termination of employment, and any such vested stock options will be immediately exercisable at any time prior to the earlier of (A) two (2) years from the Executive’s termination of employment, or (B) the stock option expiration or other termination date, subject to the terms of the equity-based compensation award and applicable xxxxxxx xxxxxxx policies and regulations. Notwithstanding the foregoing, any restricted stock or other equity-based compensation awards that were intended to satisfy the requirements for performance-based compensation under Code Section 162(m), and would become vested only upon the attainment of specified performance goals, shall vest only if (and at the time that) such performance goals are achieved. (v) Outplacement services, as elected by the Executive (and with a firm selected by the Executive), not to exceed $35,000 in total. Such outplacement services must be incurred by the Executive no later than the end of the calendar year that includes the second anniversary of the Executive’s termination of employment. If applicable, reimbursement of such expenses shall be made to the Executive no later than the end of the calendar year that includes the third anniversary of the Executive’s termination of employment.

Termination by the Company Without Cause, or Voluntary Termination by the Executive for Good Reason. If the Company terminates the Executive’s employment other than for Cause, death or Disability, or the Executive voluntarily terminates his employment for Good Reason, in addition to the benefits payable under Section 5(b(b), the Company will pay the following amounts and provide the following severance benefits: (i) The Executive’s Base Salary through and annual bonus that the one (1)-year anniversary of Company would have paid under the Agreement had the Executive’s termination employment continued to the end of employmentthe Employment Term. For this purpose, and the Executive’s annual incentive bonus, which bonus will be determined as the higher highest of (A) the actual incentive bonus paid for the bonus plan year immediately preceding such termination of employmenttermination, or (B) the average annual bonus paid to the Executive for the three bonus plan years preceding the year in which such termination of employment occurs (excluding any years of partial, or no, bonus plan participation), plus (C) the amount, if any, to which the bonus that would have been paid to the Executive for the bonus plan year in which such termination of employment occurs, based on the performance level actually attained, exceeds the amount payable under the highest of (A) or (B). (ii) Continued coverage under the Company’s medical, dental, visionlife, key manager life insurance disability, pension, profit sharing and pension other executive benefit plans through the one (1)-year anniversary end of the Executive’s termination of employmentEmployment Term, at the same cost to the Executive as in effect on the date of the Executive’s termination of employmenttermination, provided that to the extent such continued coverage extends beyond the COBRA continuation period, such coverage will be provided in accordance with the requirements of Code Section 409A and Treasury Regulation §1.409A-3(i)(1)(iv) (or any similar or successor provisions). The period through the end of the Employment Term, as it may have been extended, Term shall continue to count for purposes of determining the Executive’s age and service with the Company with respect to eligibility, vesting and the amount of benefits under the Company’s benefit plans to the maximum extent permitted by applicable law. If the Company determines that the Executive cannot participate in any benefit plan because the Executive he is not actively performing services for the Company, the Company will provide such benefits under (A) under an alternate arrangement, such as through the purchase of an individual insurance policy that provides similar benefits, provided that such coverage will be provided in accordance with the requirements of Code Section 409A and Treasury Regulation §1.409A-3(i)(1)(iv) (or any similar or successor provisions) or (B) if applicable, through a nonqualified pension or profit sharing plan, provided that such payments shall be made no later than December 31 of the calendar year following the calendar year in which the Executive’s termination of employment occurs. To the extent that the Executive’s compensation is necessary for determining the amount of any such continued coverage or benefits, such compensation (Base Salary and annual incentive bonus) through the one (1)-year anniversary end of the Executive’s termination of employment Employment Term shall be at the highest rate in effect during the twelve (12)-month 12-month period immediately preceding the Executive’s termination of employment. (iii) Executive perquisites on the same basis on which the Executive was receiving such perquisites prior to the Executive’s termination of employmenthis employment termination, including: (A) reimbursement for club dues through the one (1)-year anniversary end of the Executive’s termination of employmentEmployment Term; and (B) reimbursement of expenses relating to financial planning services, tax return preparation and annual physicals incurred on or before December 31 of the calendar year that includes the first second anniversary of the Executive’s termination of employmentemployment termination; provided that reimbursement of such perquisites shall be made to the Executive in accordance with the Company’s reimbursement practices, and in all events no later than December 31 of the calendar year that includes the third anniversary of the termination of the Executive’s termination of employment. The Company will bear the cost of such perquisites, at the same level in effect immediately prior to the Executive’s termination of employmentemployment termination. Perquisites otherwise receivable by the Executive pursuant to this Section shall be reduced to the extent comparable perquisites are actually received by or made available to the Executive without cost during the period following the Executive’s employment termination of employment covered by this Section. The Executive shall report to the Company any such perquisites actually received by or made available to the Executive. (iv) Any Upon a “Change of Control” (as defined in the Executive’s Change of Control Agreement dated November 20, 2008), any outstanding stock options, restricted stock or other equity-based compensation awards that would have vested during the period through the one year anniversary of the Executive’s employment termination shall immediately vest upon the date of the Executive’s such termination of employmentdate, and any such vested stock options will shall be immediately exercisable at any time prior to the earlier of (A) two (2) years from the Executive’s termination of employmentyears, or (B) the stock option expiration or other termination date. Prior to a Change of Control, subject to the terms of the any outstanding stock options, restricted stock or other equity-based compensation award awards shall immediately vest upon such termination date, and applicable xxxxxxx xxxxxxx policies and regulationsany such stock options shall be immediately exercisable at any time prior to the earlier of (A) two (2) years, or (B) the stock option expiration or other termination date. Notwithstanding the foregoing, any restricted stock or other equity-based compensation awards that were intended to satisfy the requirements for performance-based compensation under Code Section 162(m), and would become vested only upon the attainment of specified performance goals, shall vest only if (and at the time that) such performance goals are achieved. (v) Outplacement services, as elected by the Executive (and with a firm selected elected by the Executive), not to exceed $35,000 50,000 in total. Such outplacement services must be incurred by the Executive no later than the end of the calendar year that includes the second anniversary of the termination of the Executive’s termination of employment. If applicable, reimbursement of such expenses shall be made to the Executive no later than the end of the calendar year that includes the third anniversary of the termination of the Executive’s termination of employment.

Termination by the Company Without Cause, or Voluntary Termination by the Executive for Good Reason. If the Company terminates the Executive’s employment other than for Cause, death or Disability, or the Executive voluntarily terminates his employment for Good Reason, in addition to the benefits payable under Section 5(b(b), the Company will pay the following amounts and provide the following severance benefits: (i) The Executive’s Base Salary through and annual bonus that the one (1)-year anniversary of Company would have paid under the Agreement had the Executive’s termination employment continued to the end of employmentthe Employment Term. For this purpose, and the Executive’s annual incentive bonus, which bonus will be determined as the higher highest of (A) the actual incentive bonus paid for the bonus plan year immediately preceding such termination of employmenttermination, or (B) the average annual bonus paid to the Executive for the three bonus plan years preceding the year in which such termination of employment occurs (excluding any years of partial, or no, bonus plan participation), plus (C) the amount, if any, to which the bonus that would have been paid to the Executive for the bonus plan year in which such termination of employment occurs, based on the performance level actually attained, exceeds the amount payable under the highest of (A) or (B). (ii) Continued coverage under the Company’s medical, dental, visionlife, key manager life insurance disability, pension, profit sharing and pension other executive benefit plans through the one (1)-year anniversary end of the Executive’s termination of employmentEmployment Term, at the same cost to the Executive as in effect on the date of the Executive’s termination of employmenttermination, provided that to the extent such continued coverage extends beyond the COBRA continuation period, such coverage will be provided in accordance with the requirements of Code Section 409A and Treasury Regulation §1.409A-3(i)(1)(iv) (or any similar or successor provisions). The period through the end of the Employment Term, as it may have been extended, Term shall continue to count for purposes of determining the Executive’s age and service with the Company with respect to eligibility, vesting and the amount of benefits under the Company’s benefit plans to the maximum extent permitted by applicable law. If the Company determines that the Executive cannot participate in any benefit plan because the Executive he is not actively performing services for the Company, the Company will provide such benefits under (A) under an alternate arrangement, such as through the purchase of an individual insurance policy that provides similar benefits, provided that such coverage will be provided in accordance with the requirements of Code Section 409A and Treasury Regulation §1.409A-3(i)(1)(iv) (or any similar or successor provisions) or (B) if applicable, through a nonqualified pension or profit sharing plan, provided that such payments shall be made no later than December 31 of the calendar year following the calendar year in which the Executive’s termination of employment occurs. To the extent that the Executive’s compensation is necessary for determining the amount of any such continued coverage or benefits, such compensation (Base Salary and annual incentive bonus) through the one (1)-year anniversary end of the Executive’s termination of employment Employment Term shall be at the highest rate in effect during the twelve (12)-month 12-month period immediately preceding the Executive’s termination of employment. (iii) Executive perquisites on the same basis on which the Executive was receiving such perquisites prior to the Executive’s termination of employmenthis employment termination, including: (A) reimbursement for club dues through the one (1)-year anniversary end of the Executive’s termination of employmentEmployment Term; and (B) reimbursement of expenses relating to financial planning services, tax return preparation and annual physicals incurred on or before December 31 of the calendar year that includes the first anniversary of the Executive’s termination of employmentemployment termination; provided that reimbursement of such perquisites shall be made to the Executive in accordance with the Company’s reimbursement practices, and in all events no later than December 31 of the calendar year that includes the third anniversary of the termination of the Executive’s termination of employment. The Company will bear the cost of such perquisites, at the same level in effect immediately prior to the Executive’s termination of employmentemployment termination. Perquisites otherwise receivable by the Executive pursuant to this Section shall be reduced to the extent comparable perquisites are actually received by or made available to the Executive without cost during the period following the Executive’s employment termination of employment covered by this Section. The Executive shall report to the Company any such perquisites actually received by or made available to the Executive. (iv) Any Upon a “Change of Control” (as defined in the Executive’s Change of Control Agreement dated November 20, 2008), any outstanding stock options, restricted stock or other equity-based compensation awards that would have vested during the period through the one year anniversary of the Executive’s employment termination shall immediately vest upon the date of the Executive’s such termination of employmentdate, and any such vested stock options will shall be immediately exercisable at any time prior to the earlier of (A) one (1) year, or (B) the stock option expiration or other termination date. Prior to a Change of Control, any outstanding stock options, restricted stock or other equity-based compensation awards shall immediately vest upon such termination date, and any such stock options shall be immediately exercisable at any time prior to the earlier of (A) two (2) years from the Executive’s termination of employmentyears, or (B) the stock option expiration or other termination date, subject to the terms of the equity-based compensation award and applicable xxxxxxx xxxxxxx policies and regulations. Notwithstanding the foregoing, any restricted stock or other equity-based compensation awards that were intended to satisfy the requirements for performance-based compensation under Code Section 162(m), and would become vested only upon the attainment of specified performance goals, shall vest only if (and at the time that) such performance goals are achieved. (v) Outplacement services, as elected by the Executive (and with a firm selected elected by the Executive), not to exceed $35,000 in total. Such outplacement services must be incurred by the Executive no later than the end of the calendar year that includes the second anniversary of the termination of the Executive’s termination of employment. If applicable, reimbursement of such expenses shall be made to the Executive no later than the end of the calendar year that includes the third anniversary of the termination of the Executive’s termination of employment.

Termination by the Company Without Cause, or Voluntary Termination by the Executive for Good Reason. If the Company terminates the Executive’s employment other than for Cause, death or Disability, or the Executive voluntarily terminates his employment for Good Reason, in addition to the benefits payable under Section 5(b(b), the Company will pay the following amounts and provide the following severance benefits: (i) The Executive’s Base Salary through and annual bonus that the one (1)-year anniversary of Company would have paid under the Agreement had the Executive’s termination employment continued to the end of employmentthe Employment Term. For this purpose, and the Executive’s annual incentive bonus, which bonus will be determined as the higher highest of (A) the actual incentive bonus paid for the bonus plan year immediately preceding such termination of employmenttermination, or (B) the average annual bonus paid to the Executive for the three bonus plan years preceding the year in which such termination of employment occurs (excluding any years of partial, or no, bonus plan participation), plus (C) the amount, if any, to which the bonus that would have been paid to the Executive for the bonus plan year in which such termination of employment occurs, based on the performance level actually attained, exceeds the amount payable under the highest of (A) or (B). (ii) Continued coverage under the Company’s medical, dental, visionlife, key manager life insurance disability, pension, profit sharing and pension other executive benefit plans through the one (1)-year anniversary end of the Executive’s termination of employmentEmployment Term, at the same cost to the Executive as in effect on the date of the Executive’s termination of employmenttermination, provided that to the extent such continued coverage extends beyond the COBRA continuation period, such coverage will be provided in accordance with the requirements of Code Section 409A and Treasury Regulation §1.409A-3(i)(1)(iv) (or any similar or successor provisions). The period through the end of the Employment Term, as it may have been extended, Term shall continue to count for purposes of determining the Executive’s age and service with the Company with respect to eligibility, vesting and the amount of benefits under the Company’s benefit plans to the maximum extent permitted by applicable law. If the Company determines that the Executive cannot participate in any benefit plan because the Executive he is not actively performing services for the Company, the Company will provide such benefits under (A) under an alternate arrangement, such as through the purchase of an individual insurance policy that provides similar benefits, provided that such coverage will be provided in accordance with the requirements of Code Section 409A and Treasury Regulation §1.409A-3(i)(1)(iv) (or any similar or successor provisions) or (B) if applicable, through a nonqualified pension or profit sharing plan, provided that such payments shall be made no later than December 31 of the calendar year following the calendar year in which the Executive’s termination of employment occurs. To the extent that the Executive’s compensation is necessary for determining the amount of any such continued coverage or benefits, such compensation (Base Salary and annual incentive bonus) through the one (1)-year anniversary end of the Executive’s termination of employment Employment Term shall be at the highest rate in effect during the twelve (12)-month 12-month period immediately preceding the Executive’s termination of employment. (iii) Executive perquisites on the same basis on which the Executive was receiving such perquisites prior to the Executive’s termination of employmenthis employment termination, including: (A) reimbursement for club dues through the one (1)-year anniversary end of the Executive’s termination of employmentEmployment Term; and (B) reimbursement of expenses relating to financial planning services, tax return preparation and annual physicals incurred on or before December 31 of the calendar year that includes the first anniversary of the Executive’s termination employment termination. The Company will bear the cost of employmentsuch perquisites, at the same level in effect immediately prior to the Executive’s employment termination; provided that reimbursement of such perquisites shall be made to the Executive in accordance with the Company’s reimbursement practices, and in all events no later than December 31 of the calendar year that includes the third anniversary of the Executive’s termination of employment. The Company will bear the cost of such perquisites, at the same level in effect immediately prior to the Executive’s termination of employment. Perquisites otherwise receivable by the Executive pursuant to this Section shall be reduced to the extent comparable perquisites are actually received by or made available to the Executive without cost during the period following the Executive’s employment termination of employment covered by this Section. The Executive shall report to the Company any such perquisites actually received by or made available to the Executive. (iv) Any Upon a “Change of Control” (as defined in the Executive’s Change of Control Agreement dated November 20, 2008), any outstanding stock options, restricted stock or other equity-based compensation awards that would have vested during the period through the one year anniversary of the Executive’s employment termination shall immediately vest upon the date of the Executive’s such termination of employmentdate, and any such vested stock options will shall be immediately exercisable at any time prior to the earlier of (A) one (1) year, or (B) the stock option expiration or other termination date. Prior to a Change of Control, any outstanding stock options, restricted stock or other equity-based compensation awards shall immediately vest upon such termination date, and any such stock options shall be immediately exercisable at any time prior to the earlier of (A) two (2) years from the Executive’s termination of employmentyears, or (B) the stock option expiration or other termination date, subject to the terms of the equity-based compensation award and applicable xxxxxxx xxxxxxx policies and regulations. Notwithstanding the foregoing, any restricted stock or other equity-based compensation awards that were intended to satisfy the requirements for performance-based compensation under Code Section 162(m), and would become vested only upon the attainment of specified performance goals, shall vest only if (and at the time that) such performance goals are achieved. (v) Outplacement services, as elected by the Executive (and with a firm selected elected by the Executive), not to exceed $35,000 in total. Such outplacement services must be incurred by the Executive no later than the end of the calendar year that includes the second anniversary of the termination of the Executive’s termination of employment. If applicable, reimbursement of such expenses shall be made to the Executive no later than the end of the calendar year that includes the third anniversary of the termination of the Executive’s termination of employment.