Common use of Termination by the Employer without Cause or by the Executive with Good Reason Clause in Contracts

Termination by the Employer without Cause or by the Executive with Good Reason. Subject to Section 9(e), if the Employer terminates the Executive’s employment during the Employment Period other than for Cause or Disability pursuant to Section 8(a) or if the Executive terminates his employment hereunder with Good Reason, (i) the Employer shall immediately grant (to the extent not already granted) all equity awards described in Section 5(e); (ii) the Employer shall pay the Executive (A) the Executive’s Base Salary due through the Date of Termination, (B) a cash lump sum in an amount equal to a pro rata portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) of the average amount of the annual bonuses, if any, that were earned by the Executive for the two calendar years immediately preceding the year of the Date of Termination, (C) all Accrued Benefits, if any, to which the Executive is entitled as of the Date of Termination, in each case at the time such payments are due and (D) a cash lump sum in an amount equal to the greater of (x) two times the sum of the Executive’s Base Salary and the average of the annual bonuses earned by the Executive for the two calendar years immediately preceding the year of the Date of Termination, if any, and (y) $1.8 million; (iii) (A) all deferred compensation credited on the Executive’s behalf and all equity or equity-related awards held by, or credited to, the Executive (including, without limitation, the equity awards required to be granted pursuant to clause (i) of this Section 9(d), stock options, stock appreciation rights, restricted stock awards, dividend equivalent rights, restricted stock units or deferred stock awards) shall immediately vest and, if applicable, become exercisable, (B) all stock options, stock appreciation rights or other similar rights held by the Executive shall remain exercisable for the remainder of their originally scheduled terms, and (C) all deferred compensation or other equity or equity-related awards will, to the extent applicable, be transferred or distributed to the Executive within 10 days of the Executive’s Date of Termination; and (iii) the Executive and his covered dependents shall be entitled to continued participation on the same terms and conditions as applicable immediately prior to the Executive’s Date of Termination for the greater of (A) 24 months or (B) the balance of the Employment Period in such medical, dental, hospitalization and life insurance coverages in which the Executive and his eligible dependents were participating immediately prior to the Date of Termination; provided that if such continued coverage is not permitted under the terms of such benefit plans, the Employer shall pay Executive an additional amount that, on an after-tax basis, is equal to the cost of comparable coverage obtained by Executive.

Termination by the Employer without Cause or by the Executive with Good Reason. Subject to Section 9(e), if If the Employer terminates the Executive’s employment during the Employment Period other than for Cause or Disability pursuant to Section 8(a) or if the Executive terminates his employment hereunder with Good Reason, (i) the Employer shall immediately grant (to the extent not already granted) all equity awards described in Section 5(e); (ii) the Employer shall pay the Executive (A) the Executive’s Base Salary Compensation due through the end of the calendar quarter that includes the Executive’s Date of Termination, and (B) a cash lump sum in an amount equal to a pro rata portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) of the average amount of the annual bonuses, if any, that were earned by the Executive for the two calendar years immediately preceding the year of the Date of Termination, (C) all Accrued Benefits, if any, to which the Executive is entitled as of the Date of Termination, in each case at the time such payments are due and (D) a cash lump sum in an amount equal to the greater of (x) two times the sum of the Executive’s Base Salary and the average of the annual bonuses earned by the Executive for the two calendar years immediately preceding the year of the Date of Termination, if any, and (y) $1.8 milliondue; (iiiii) (A) subject to the terms of the agreements covering the Options, all deferred compensation credited on the Executive’s behalf and all equity or equity-related awards held by, or credited to, the Executive (including, without limitation, the equity awards required to be granted pursuant to clause (i) of this Section 9(d), stock options, stock appreciation rights, restricted stock awards, dividend equivalent rights, restricted stock units or deferred stock awards) shall immediately vest and, if applicable, become exercisable, (B) all stock options, stock appreciation rights or other similar rights held by the Executive (including the Options) shall remain exercisable for the remainder of their originally scheduled terms, and (C) all deferred compensation or other equity or equity-related awards will, to the extent applicable, be transferred or distributed to the Executive within 10 days of the Executive’s Date of Termination; and (iii) the Executive and his covered dependents shall be entitled to continued participation on the same terms and conditions as applicable immediately prior to the Executive’s Date of Termination for the greater of (A) 24 months or (B) the balance of the Employment Period in such medical, dental, hospitalization and life insurance coverages in which the Executive and his eligible dependents were participating immediately prior to the Date of Termination; provided that if such continued coverage is not permitted under the terms of such benefit plans, the Employer shall pay Executive an additional amount that, on an after-tax basis, is equal to the cost of comparable coverage obtained by Executive.

Termination by the Employer without Cause or by the Executive with Good Reason. Subject to Section 9(e), if If the Employer terminates the Executive’s employment during the Employment Period other than for Cause or Disability pursuant to Section 8(a) or if the Executive terminates his employment hereunder with Good Reason, (i) the Employer shall immediately grant (to the extent not already granted) all equity awards described in Section 5(e); (ii) the Employer shall pay the Executive (A) the Executive’s Base Salary due through the Date of Termination, (B) a cash lump sum in an amount equal to a pro rata portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) of the higher of (1) the average amount of the annual bonuses, if any, that were earned by the Executive for the two calendar years immediately preceding the year of the Date of TerminationTermination and (2) $750,000, (C) all Accrued Benefits, if any, to which the Executive is entitled as of the Date of Termination, in each case at the time such payments are due and (D) a cash lump sum in an amount equal to the greater of (xi) two times the sum of the Executive’s Base Salary and the average of the annual bonuses earned by the Executive for the two calendar years immediately preceding the year of the Date of Termination, if any, and (yii) $1.8 millionmillion (D) all Accrued Benefits, if any, to which the Executive is entitled as of the Date of Termination, in each case at the time such payments are due; and (iiiii) (A) all deferred compensation credited on the Executive’s behalf and all equity or equity-related awards held by, or credited to, the Executive (including, without limitation, the equity awards required to be granted pursuant to clause (i) of this Section 9(d), stock options, stock appreciation rights, restricted stock awards, ,dividend equivalent rights, restricted stock units or deferred stock awards) shall immediately vest and, if applicable, become exercisable, (B) all stock options, stock appreciation rights or other similar rights held by the Executive shall remain exercisable for the remainder of their originally scheduled terms, and (C) all deferred compensation or other equity or equity-related awards will, to the extent applicable, will be transferred or distributed to the Executive within 10 days of the Executive’s Date of Termination; and (iii) the Executive and his covered dependents shall be entitled to continued participation on the same terms and conditions as applicable immediately prior to the Executive’s Date of Termination for the greater of (A) 24 months or (B) the balance of the Employment Period in such medical, dental, hospitalization and life insurance coverages in which the Executive and his eligible dependents were participating immediately prior to the Date of Termination; provided that if such continued coverage is not permitted under the terms of such benefit plans, the Employer shall pay Executive an additional grossed up amount that, on an after-tax basis, such payment is equal equivalent to the cost of comparable coverage obtained by Executive.

Termination by the Employer without Cause or by the Executive with Good Reason. Subject to Section 9(e), if If the Employer terminates the Executive’s employment during the Employment Period other than for Cause or Disability pursuant to Section 8(a) or if the Executive terminates his employment hereunder with Good Reason, (i) the Employer shall immediately grant (to the extent not already granted) all equity awards described in Section 5(e); (ii) the Employer shall pay the Executive (A) the Executive’s Base Salary due through the Date of Termination, (B) a cash lump sum in an amount equal to a pro rata portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) of the higher of (1) the average amount of the annual bonuses, if any, that were earned by the Executive for the two calendar years immediately preceding the year of the Date of TerminationTermination and (2) $750,000, (C) all Accrued Benefits, if any, to which the Executive is entitled as of the Date of Termination, in each case at the time such payments are due and (D) a cash lump sum in an amount equal to the greater of (xi) two times the sum of the Executive’s Base Salary and the average of the annual bonuses earned by the Executive for the two calendar years immediately preceding the year of the Date of Termination, if any, and (yii) $1.8 millionmillion (D) all Accrued Benefits, if any, to which the Executive is entitled as of the Date of Termination, in each case at the time such payments are due; and (iiiii) (A) all deferred compensation credited on the Executive’s behalf and all equity or equity-related awards held by, or credited to, the Executive (including, without limitation, the equity awards required to be granted pursuant to clause (i) of this Section 9(d), stock options, stock appreciation rights, restricted stock awards, dividend equivalent rights, restricted stock units or deferred stock awards) shall immediately vest and, if applicable, become exercisable, (B) all stock options, stock appreciation rights or other similar rights held by the Executive shall remain exercisable for the remainder of their originally scheduled terms, and (C) all deferred compensation or other equity or equity-related awards will, to the extent applicable, will be transferred or distributed to the Executive within 10 days of the Executive’s Date of Termination; and (iii) the Executive and his covered dependents shall be entitled to continued participation on the same terms and conditions as applicable immediately prior to the Executive’s Date of Termination for the greater of (A) 24 months or (B) the balance of the Employment Period in such medical, dental, hospitalization and life insurance coverages in which the Executive and his eligible dependents were participating immediately prior to the Date of Termination; provided that if such continued coverage is not permitted under the terms of such benefit plans, the Employer shall pay Executive an additional grossed up amount that, on an after-tax basis, such payment is equal equivalent to the cost of comparable coverage obtained by Executive.

Termination by the Employer without Cause or by the Executive with Good Reason. Subject to Section 9(e), if If the Employer terminates the Executive’s employment during the Employment Period other than for Cause or Disability pursuant to Section 8(a) or if the Executive terminates his employment hereunder with Good Reason, (i) the Employer shall immediately grant (to the extent not already granted) all equity awards described in Section 5(e); (ii) the Employer shall pay the Executive (A) the Executive’s Base Salary due through the Date end of Terminationthe Employment Period, and (B) a cash lump sum in an amount equal to a pro rata portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) of the average amount of the annual bonuses, if any, that were earned by the Executive for the two calendar years immediately preceding the year of the Date of Termination, (C) all Accrued Benefits, if any, to which the Executive is entitled as of the Date of Termination, in each case at the time such payments are due and (D) a cash lump sum in an amount equal to the greater of (x) two times the sum of the Executive’s Base Salary and the average of the annual bonuses earned by the Executive for the two calendar years immediately preceding the year of the Date of Termination, if any, and (y) $1.8 milliondue; (iiiii) (A) subject to the terms of the agreements covering the Options, all deferred compensation credited on the Executive’s behalf and all equity or equity-related awards held by, or credited to, the Executive (including, without limitation, the equity awards required to be granted pursuant to clause (i) of this Section 9(d), stock options, stock appreciation rights, restricted stock awards, dividend equivalent rights, restricted stock units or deferred stock awards) shall immediately vest and, if applicable, become exercisable, (B) all stock options, stock appreciation rights or other similar rights held by the Executive (including the Options) shall remain exercisable for the remainder of their originally scheduled terms, and (C) all deferred compensation or other equity or equity-related awards will, to the extent applicable, be transferred or distributed to the Executive within 10 days of the Executive’s Date of Termination; and (iii) the Executive and his covered dependents shall be entitled to continued participation on the same terms and conditions as applicable immediately prior to the Executive’s Date of Termination for the greater of (A) 24 months or (B) the balance of the Employment Period in such medical, dental, hospitalization and life insurance coverages in which the Executive and his eligible dependents were participating immediately prior to the Date of Termination; provided that if such continued coverage is not permitted under the terms of such benefit plans, the Employer shall pay Executive an additional amount that, on an after-tax basis, is equal to the cost of comparable coverage obtained by Executive.