Common use of Termination by the Employer Clause in Contracts

Termination by the Employer. (i) This Agreement may be terminated at any time by the Employer by giving written notice to you; provided that no such termination will be effective unless it has been initiated or authorized by the Board. The length of the notice period for any such termination will be at the sole discretion of the Employer. The Employer, in its sole discretion, may (x) require you to use any accrued but unused vacation time during any such notice period (in which case any vacation time that remains unused (up to 3 months) will be paid out in cash) or (y) pay out any accrued but unused vacation time in cash. For the avoidance of doubt, any vacation time that is required to be used or is paid out in cash will be limited to 3 months, and any excess vacation time will be forfeited without payment. (ii) If your employment is terminated by the Employer for reasons other than for Cause (as defined below), you will be entitled to continue to receive from the Employer (x) continued payment of the sum of (A) your monthly base salary as in effect at the time of such termination plus (B) the product of your target annual bonus opportunity for the fiscal year in which such termination occurs multiplied by one-twelfth (such sum, your "REFERENCE COMPENSATION") each month for 24 months (the "RELEVANT PERIOD") (such payment to commence on the closest payroll date after the effective date of such termination) and (y) for the Relevant Period, continued benefits under any health and welfare employee benefit plans of the Employer or its affiliates in which you participated at the date of such termination. Notwithstanding the foregoing, any further payment or provision of benefits to you under this Section 5(a)(ii) will immediately cease and be no longer due if you breach any of the provisions of Sections 6 or 8. In addition, any unvested equity awards that have been granted to you prior to such date of termination will become fully vested and exercisable, and any restrictions applicable to any such award (other than any transfer restrictions imposed by the Voting Agreement, as defined below) will automatically lapse. Further, you will be entitled to the use of outplacement services for a reasonable period of time following such termination. The cost for such services will not exceed $25,000 and the provider of such services will be mutually and reasonably agreed upon prior to such use. (iii) For purposes of this Agreement, your employment shall be deemed to have been terminated by the Employer for reasons other than Cause if you voluntarily terminate your employment for Good Reason (as defined below). (iv) In the event it shall be determined that any payment by or benefit from BermudaCo or its affiliates to you or for your benefit, whether pursuant to the terms of this Agreement or otherwise (collectively, the "CIC PAYMENT"), would be subject to the excise tax imposed by Section 4999 of the U.S. Internal Revenue Code of 1986, as amended (the "CODE"), or any similar provision or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "EXCISE TAX"), you will be entitled to receive an additional payment (a "GROSS-UP PAYMENT") in an amount determined by BermudaCo's outside auditors such that after payment by you of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment; provided, however, that if the aggregate value of the CIC Payment is less than 115% of the product of three times your "base amount" (as defined in Section 280G(b)(3) of the Code) (such product, the "GOLDEN PARACHUTE THRESHOLD"), then you shall not be entitled to any Gross-Up Payment and, instead, the CIC Payment shall be reduced to an amount equal to $1.00 less than the Golden Parachute Threshold.

Termination by the Employer. (i) This Agreement may be terminated at any time by the Employer by giving at least 12 months written notice to you; provided that no such termination will be effective unless it has been initiated or authorized by the Board. The length Chief Executive Officer of the notice period for any such termination will be at the sole discretion of the EmployerBermudaCo. The Employer, in its sole discretion, may (x) require you to use any accrued but unused vacation time during any such notice period (in which case any vacation time that remains unused (up to 3 months) will be paid out in cash) or (y) pay out any accrued but unused vacation time in cash. For the avoidance of doubt, any vacation time that is required to be used or is paid out in cash will be limited to 3 months, and any excess vacation time will be forfeited without payment. (ii) If your employment is terminated by the Employer for reasons other than for Cause (as defined below), you will be entitled to continue to receive from the Employer for the Relevant Period (as defined below): (x) continued payment of the sum of (A) your monthly base salary as in effect at the time of such termination plus (B) the product of your target annual bonus opportunity for the fiscal year in which such termination occurs multiplied by one-twelfth (such sum, your "REFERENCE COMPENSATION") each month for 24 months (the "RELEVANT PERIOD") (such payment to commence on the closest payroll date after the effective date of such termination) and (y) for the Relevant Period, continued benefits under any health and welfare employee benefit plans of the Employer or its affiliates in which you participated at the date of such termination. The "RELEVANT PERIOD" means 18 months less any period of notice given to you by the Employer under Section 5(a)(i). Any payment under Section 5(a)(ii)(x) shall commence on the closest payroll date after the effective date of your termination. Any such payment and provision of benefits to you under this Section 5(a)(ii) (less any deduction which the Employer may be required to make, including, without limitation, in respect of income tax) shall be accepted by you in full and final settlement of all claims which you may have against the Employer, BermudaCo or any of their affiliates. Notwithstanding the foregoing, any further payment or provision of benefits to you under this Section 5(a)(ii) will immediately cease and be no longer due if you breach any of the provisions of Sections 6 or 8. In addition, any unvested equity awards that have been granted to you prior to such date of termination will become fully vested and exercisable, and any restrictions applicable to any such award (other than any transfer restrictions imposed by the Voting Agreement, as defined below) will automatically lapse. Further, you will be entitled to the use of outplacement services for a reasonable period of time following such termination. The cost for such services will not exceed $25,000 (as converted into pounds sterling or such other currency used in the United Kingdom) and the provider of such services will be mutually and reasonably agreed upon prior to such use. (iii) For purposes of this Agreement, your employment shall be deemed to have been terminated by the Employer for reasons other than Cause if you voluntarily terminate your employment for Good Reason (as defined below). (iv) In the event it shall be determined that any payment by or benefit from BermudaCo or its affiliates to you or for your benefit, whether pursuant to the terms of this Agreement or otherwise (collectively, the "CIC PAYMENT"), would be subject to the excise tax imposed by Section 4999 of the U.S. Internal Revenue Code of 1986, as amended (the "CODE"), or any similar provision or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "EXCISE TAX"), you will be entitled to receive an additional payment (a "GROSS-UP PAYMENT") in an amount determined by BermudaCo's outside auditors such that after payment by you of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment; provided, however, that if the aggregate value of the CIC Payment is less than 115% of the product of three times your "base amount" (as defined in Section 280G(b)(3) of the Code) (such product, the "GOLDEN PARACHUTE THRESHOLD"), then you shall not be entitled to any Gross-Up Payment and, instead, the CIC Payment shall be reduced to an amount equal to $1.00 less than the Golden Parachute Threshold.

Termination by the Employer. (i) This Agreement may be terminated at any time by the Employer by giving written notice to you; provided that no such termination will be effective unless it has been initiated or authorized by the BoardChief Executive Officer of BermudaCo. The length of the notice period for any such termination will be at the sole discretion of the Employer. The Employer, in its sole discretion, may (x) require you to use any accrued but unused vacation time during any such notice period (in which case any vacation time that remains unused (up to 3 months) will be paid out in cash) or (y) pay out any accrued but unused vacation time in cash. For the avoidance of doubt, any vacation time that is required to be used or is paid out in cash will be limited to 3 months, and any excess vacation time will be forfeited without payment. (ii) If your employment is terminated by the Employer for reasons other than for Cause (as defined below), you will be entitled to continue to receive from the Employer (x) continued payment of the sum of (A) your monthly base salary as in effect at the time of such termination plus (B) the product of your target annual bonus opportunity for the fiscal year in which such termination occurs multiplied by one-twelfth (such sum, your "REFERENCE COMPENSATION") each month for 24 18 months (the "RELEVANT PERIOD") (such payment to commence on the closest payroll date after the effective date of such termination) and (y) for the Relevant Period, continued benefits under any health and welfare employee benefit plans of the Employer or its affiliates in which you participated at the date of such termination. Notwithstanding the foregoing, any further payment or provision of benefits to you under this Section 5(a)(ii) will immediately cease and be no longer due if you breach any of the provisions of Sections 6 or 8. In addition, any unvested equity awards that have been granted to you prior to such date of termination will become fully vested and exercisable, and any restrictions applicable to any such award (other than any transfer restrictions imposed by the Voting Agreement or the Transfer Rights Agreement, each as defined below) will automatically lapse. Further, you will be entitled to the use of outplacement services for a reasonable period of time following such termination. The cost for such services will not exceed $25,000 and the provider of such services will be mutually and reasonably agreed upon prior to such use. (iii) For purposes of this Agreement, your employment shall be deemed to have been terminated by the Employer for reasons other than Cause if you voluntarily terminate your employment for Good Reason (as defined below). (iv) In the event it shall be determined that any payment by or benefit from BermudaCo or its affiliates to you or for your benefit, whether pursuant to the terms of this Agreement or otherwise (collectively, the "CIC PAYMENT"), would be subject to the excise tax imposed by Section 4999 of the U.S. Internal Revenue Code of 1986, as amended (the "CODE"), or any similar provision or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "EXCISE TAX"), you will be entitled to receive an additional payment (a "GROSS-UP PAYMENT") in an amount determined by BermudaCo's outside auditors such that after payment by you of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment; provided, however, that if the aggregate value of the CIC Payment is less than 115% of the product of three times your "base amount" (as defined in Section 280G(b)(3) of the Code) (such product, the "GOLDEN PARACHUTE THRESHOLD"), then you shall not be entitled to any Gross-Up Payment and, instead, the CIC Payment shall be reduced to an amount equal to $1.00 less than the Golden Parachute Threshold.

Termination by the Employer. (i) This Agreement may be terminated at any time by the Employer by giving written notice to you; provided that no such termination will be effective unless it has been initiated or authorized by the BoardChief Executive Officer of BermudaCo. The length of the notice period for any such termination will be at the sole discretion of the Employer. The Employer, in its sole discretion, may (x) require you to use any accrued but unused vacation time during any such notice period (in which case any vacation time that remains unused (up to 3 months) will be paid out in cash) or (y) pay out any accrued but unused vacation time in cash. For the avoidance of doubt, any vacation time that is required to be used or is paid out in cash will be limited to 3 months, and any excess vacation time will be forfeited without payment. (ii) If your employment is terminated by the Employer for reasons other than for Cause (as defined below), you will be entitled to continue to receive from the Employer (x) continued payment of the sum of (A) your monthly base salary as in effect at the time of such termination plus (B) the product of your target annual bonus opportunity for the fiscal year in which such termination occurs multiplied by one-twelfth (such sum, your "REFERENCE COMPENSATION") each month for 24 18 months (the "RELEVANT PERIOD") (such payment to commence on the closest payroll date after the effective date of such termination) and (y) for the Relevant Period, continued benefits under any health and welfare employee benefit plans of the Employer or its affiliates in which you participated at the date of such termination. Notwithstanding the foregoing, any further payment or provision of benefits to you under this Section 5(a)(ii) 0 will immediately cease and be no longer due if you breach any of the provisions of Sections 6 0 or 80. In addition, any unvested equity awards that have been granted to you prior to such date of termination will become fully vested and exercisable, and any restrictions applicable to any such award (other than any transfer restrictions imposed by the Voting Agreement or the Transfer Rights Agreement, each as defined below) will automatically lapse. Further, you will be entitled to the use of outplacement services for a reasonable period of time following such termination. The cost for such services will not exceed $25,000 and the provider of such services will be mutually and reasonably agreed upon prior to such use. (iii) For purposes of this Agreement, your employment shall be deemed to have been terminated by the Employer for reasons other than Cause if you voluntarily terminate your employment for Good Reason (as defined below). (iv) In the event it shall be determined that any payment by or benefit from BermudaCo or its affiliates to you or for your benefit, whether pursuant to the terms of this Agreement or otherwise (collectively, the "CIC PAYMENT"), would be subject to the excise tax imposed by Section 4999 of the U.S. Internal Revenue Code of 1986, as amended (the "CODE"), or any similar provision or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "EXCISE TAX"), you will be entitled to receive an additional payment (a "GROSS-UP PAYMENT") in an amount determined by BermudaCo's outside auditors such that after payment by you of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment; provided, however, that if the aggregate value of the CIC Payment is less than 115% of the product of three times your "base amount" (as defined in Section 280G(b)(3) of the Code) (such product, the "GOLDEN PARACHUTE THRESHOLDThreshold"), then you shall not be entitled to any Gross-Up Payment and, instead, the CIC Payment shall be reduced to an amount equal to $1.00 less than the Golden Parachute Threshold.

Termination by the Employer. (i) This Agreement may be terminated at any time by the Employer by giving written notice to you; provided that no such termination will be effective unless it has been initiated or authorized by the BoardChief Executive Officer of BermudaCo. The length of the notice period for any such termination will be at the sole discretion of the Employer. The Employer, in its sole discretion, may (x) require you to use any accrued but unused vacation time during any such notice period (in which case any vacation time that remains unused (up to 3 months22 days) will be paid out in cash) or (y) pay out any accrued but unused vacation time in cash. For the avoidance of doubt, any vacation time that is required to be used or is paid out in cash will be limited to 3 months22 days, and any excess vacation time will be forfeited without payment. (ii) If your employment is terminated by the Employer for reasons other than for Cause (as defined below), you will be entitled to continue to receive from the Employer (x) continued payment of the sum of (A) your monthly base salary as in effect at the time of such termination plus (B) the product of your target annual bonus opportunity for the fiscal year in which such termination occurs multiplied by one-twelfth (such sum, your "REFERENCE COMPENSATION") each month for 24 18 months (the "RELEVANT PERIOD") (such payment to commence on the closest payroll date after the effective date of such termination) and (y) for the Relevant Period, continued benefits under any health and welfare employee benefit plans of the Employer or its affiliates in which you participated at the date of such termination. Notwithstanding the foregoing, any further payment or provision of benefits to you under this Section 5(a)(ii) will immediately cease and be no longer due if you breach any of the provisions of Sections 6 or 8. In addition, any unvested equity awards that have been granted to you prior to such date of termination will become fully vested and exercisable, and any restrictions applicable to any such award (other than any transfer restrictions imposed by the Voting Agreement or the Transfer Rights Agreement, each as defined below) will automatically lapse. Further, you will be entitled to the use of outplacement services for a reasonable period of time following such termination. The cost for such services will not exceed $25,000 and the provider of such services will be mutually and reasonably agreed upon prior to such use. (iii) For purposes of this Agreement, your employment shall be deemed to have been terminated by the Employer for reasons other than Cause if you voluntarily terminate your employment for Good Reason (as defined below)Reason. (iv) In the event it shall be determined that any payment by or benefit from BermudaCo or its affiliates to you or for your benefit, whether pursuant to the terms of this Agreement or otherwise (collectively, the "CIC PAYMENT"), would be subject to the excise tax imposed by Section 4999 of the U.S. Internal Revenue Code of 1986, as amended (the "CODE"), or any similar provision or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "EXCISE TAX"), you will be entitled to receive an additional payment (a "GROSS-UP PAYMENT") in an amount determined by BermudaCo's outside auditors such that after payment by you of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment; provided, however, that if the aggregate value of the CIC Payment is less than 115% of the product of three times your "base amount" (as defined in Section 280G(b)(3) of the Code) (such product, the "GOLDEN PARACHUTE THRESHOLD"), then you shall not be entitled to any Gross-Up Payment and, instead, the CIC Payment shall be reduced to an amount equal to $1.00 less than the Golden Parachute Threshold.