Common use of Termination for Other Reasons Clause in Contracts

Termination for Other Reasons. Except as expressly provided below, the Company shall have no obligations (or no further obligations, as the case may be) to the Executive under this Agreement if: (a) Executive’s employment is terminated by the Company for Cause; (b) Executive terminates his or her employment with the Company other than for Good Reason during a Protected Period; (c) Executive’s employment by the Company terminates due to the Executive’s Disability, retirement or death; or (d) Executive’s employment by the Company is terminated by the Company or the Executive for any reason, if such termination does not occur during a Protected Period. (e) Prior to a Potential Change in Control, Executive ceases to perform services on a full-time basis in either the same position Executive was serving on the Effective Date or a more senior position and as a result the term of this Agreement terminates pursuant to Article VI. If, during a Protected Period and immediately prior to the Executive’s Disability or retirement, the Executive would have been entitled to terminate employment with the Company for Good Reason, then upon termination of his or her employment for Disability or retirement he shall be deemed to have terminated for Good Reason for purposes of this Agreement. Notwithstanding anything else contained herein to the contrary, the Executive’s termination of employment on account of reaching the normal retirement age, as such age may be defined from time to time in policies adopted by the Company prior to the commencement of the Protected Period, to the extent such policies are applicable to the Executive immediately prior to the commencement of the Protected Period and to the extent such policies are consistent with applicable law, shall not be a Qualifying Termination Event unless the Executive was otherwise able to terminate employment for Good Reason immediately prior to his or her retirement and his or her retirement occurred during a Protected Period.

Termination for Other Reasons. Except as expressly provided below, the Company shall have no obligations (or no further obligations, as the case may be) to the Executive under this Agreement if: (a) Executive’s employment is terminated by the Company for Cause; (b) Executive terminates his or her employment with the Company other than for Good Reason during a Protected Period; (c) Executive’s employment by the Company terminates due to the Executive’s Disability, retirement or death; or (d) Executive’s employment by the Company is terminated by the Company or the Executive for any reason, if such termination does not occur during a Protected Period. (e) Prior to a Potential Change in Control, Executive ceases to perform services on a full-time basis in either the same position Executive was serving on the Effective Date or a more senior position and as a result the term of this Agreement terminates pursuant to Article VI. If, during a Protected Period and immediately prior to the Executive’s Disability or retirement, the Executive would have been entitled to terminate employment with the Company for Good Reason, then upon termination of his or her employment for Disability or retirement he shall be deemed to have terminated for Good Reason for purposes of this Agreement. Notwithstanding anything else contained herein to the contrary, the Executive’s termination of employment on account of reaching the normal retirement age, as such age may be defined from time to time in policies adopted by the Company prior to the commencement of the Protected Period, to the extent such policies are applicable to the Executive immediately prior to the commencement of the Protected Period and to the extent such policies are consistent with applicable law, shall not be a Qualifying Termination Event unless the Executive was otherwise able to terminate employment for Good Reason immediately prior to his or her retirement and his or her retirement occurred during a Protected Period.