Common use of Termination by the Company Without Cause; Termination by the Executive with Good Reason; Retirement Clause in Contracts

Termination by the Company Without Cause; Termination by the Executive with Good Reason; Retirement. If, during the Term, the Executive's employment with the Company is either (x) involuntarily terminated by the Company without Cause, (y) terminated by the Executive for Good Reason or (z) terminated as a result of the Executive's Retirement (as defined in the Employee Shareholders Agreement) from employment with the Company at or after attainment of age 65 (or such earlier retirement age as permitted under any agreement entered into after Effective Time (as defined in the Employment Agreement) between the Company and the Executive or if the Board shall consent thereto in writing): (a) All Option Shares held for at least six months by the Executive may be called by the Company at Fair Market Value. (b) All Purchased Shares held for at least six months by the Executive may be called at Fair Market Value. (c) The Executive shall have no right to put his Option Shares or Purchased Shares to the Company as a result of such termination of employment. (d) Except as provided under clauses (a) and (b) above, the Company shall have no right to call Options, Option Shares or Purchased Shares upon a termination of employment covered by this Section 2. Notwithstanding the foregoing, if the Executive elects, he may override the calls made pursuant to paragraphs (a) or (b) above and retain all or any portion of his Option Shares and Purchased Shares by giving the Company written notice of such override within 30 days of his receipt of the call notice.

Termination by the Company Without Cause; Termination by the Executive with Good Reason; Retirement. If, during the Term, the Executive's employment with the Company is either (x) involuntarily terminated by the Company without Cause, (y) terminated by the Executive for Good Reason or (z) terminated as a result of the Executive's Retirement (as defined in the Employee Shareholders Agreement) from employment with the Company at or after attainment of age 65 (or such earlier retirement age as permitted under any agreement entered into after Effective Time (as defined in the Employment Agreement) between the Company and the Executive or if the Board shall consent thereto in writing): (a) All Option Shares held for at least six months by the Executive may be called by the Company at Fair Market Value. (b) All Purchased Shares held for at least six months by the Executive may be called at Fair Market Value. (c) The Executive shall have no right to put his Option Shares or Purchased Shares to the Company as a result of such termination of employment. (d) Except as provided under clauses (a) and (b) above, the Company shall have no right to call Options, Option Shares or Purchased Shares upon a termination of employment covered by this Section 2. Notwithstanding the foregoing, if the Executive elects, he may override the calls made pursuant to paragraphs (a) or (b) above and retain all or any portion of his Option Shares and Purchased Shares by giving the Company written notice of such override within 30 days of his receipt of the call notice.