Common use of Termination Not for Cause or for Good Reason Clause in Contracts

Termination Not for Cause or for Good Reason. (a) The Company may terminate Executive's employment at any time for any reason. If Executive's employment is terminated by the Company other than for Cause (as defined in Section 6.4 hereof) or as a result of Executive's death or Permanent Disability (as defined in Section 6.2 hereof), or if Executive terminates his employment for Good Reason (as defined in Section 6.1 (c) hereof) prior to the Termination Date, Executive shall receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 3.4 hereof, to which he is entitled pursuant to the terms of such plans or programs. In addition, Executive shall be entitled to receive an amount (the "Termination Amount") in lieu of any Bonus in respect of all or any portion of the fiscal year in which such termination occurs and any other cash compensation (other than the Vacation Payment and the Compensation Payment referred to below), which Termination Amount shall be payable in twelve (12) equal monthly installments at the beginning of each month following such termination of employment. The Termination Amount shall consist of an amount equal to the sum of (i) the greater of (A) the Base Salary which Executive would have received over the remaining Term, or (B) six (6) months of Base Salary, plus (ii) an amount equal to the product of (x) the number of full months remaining in the Term and (y) one-twelfth (1/12) of the Target Bonus. In addition, Executive shall be entitled to receive a cash lump sum payment in respect of accrued but unused vacation days (the "Vacation Payment") and to Base Salary earned but not yet paid (the "Compensation Payment"), and to continued coverage through the Termination Date under any employee medical plans in accordance with the respective terms thereof. If such termination occurs prior to the date the Stock Award is made to Executive pursuant to Section 3.3 hereof, Executive shall remain entitled to such Stock Award and the Company shall make such Stock Award to Executive at such time as required pursuant to Section 3.3.

Termination Not for Cause or for Good Reason. (a) The Company may terminate Executive's employment at any time for any reason. If Executive's employment is terminated by the Company Company, other than for Cause (as defined in Section 6.4 6.4(b) hereof) or as a result of Executive's death or Permanent Disability (as defined in Section 6.2 hereof), or if Executive terminates his employment for Good Reason (as defined in Section 6.1 (c6.1(c) hereof) ), in each case prior to the Termination Dateexpiration of the Term, Executive shall receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 3.4 3.3 hereof, to which he is entitled pursuant to the terms of such plans or programs. In addition, Executive shall be entitled to receive an amount (the "Termination Amount") in lieu of any Bonus in respect of all or any portion equal to the Salary otherwise payable over the remainder of the fiscal year Term (PLUS, in which such the event of a Special Renewal commencing on the fifth anniversary of the Closing Date and a termination occurs of Executive's employment prior to the sixth anniversary of the Closing Date (and any other cash compensation (other than so long as there is a possibility that a Liquidity Event or Subsequent Event may subsequently occur and result in the Vacation Payment and the payment of a Xxxxx Contingent Section 2.4 Payment, Xxxxx Deferred Compensation Payment referred to belowor a Xxxxx Special Bonus), which Termination Amount an amount equal to one year of Salary) PLUS the amounts otherwise payable to Executive pursuant to Section 2.4(a)(i)(2) of the Reorganization Agreement, as amended; PROVIDED, that in the event of a payment pursuant to this Section 6.1(a) of amounts otherwise payable under Section 2.4(a)(i)(2) of the Reorganization Agreement, as amended, the amounts payable in Section 2.4(a)(i)(2) of the Reorganization Agreement, as amended, shall be payable in twelve (12) equal monthly installments at the beginning of each month following such termination of employmentreduced to zero. The Termination Amount shall consist be payable, at the option of an amount Executive, either (x) in monthly installments over the remainder of the Term or (y) in a single cash lump sum equal to the present value of the payments referred to in clause (x), discounted to present value using an 8.0% interest rate per annum; PROVIDED, that in no event shall Executive receive a single lump sum of payment (i) of more than $1 million in any one fiscal year from the greater acceleration of (Apayments otherwise payable pursuant to Section 2.4(a)(i)(2) of the Base Salary which Executive would have received over the remaining TermReorganization Agreement, as amended or (B) six (6) months of Base Salary, plus (ii) an amount equal of amounts due to Executive upon termination of Executive's employment during a Special Renewal period; and PROVIDED, FURTHER, that any monthly installments of amounts due to Executive upon termination of Executive's employment during a Special Renewal period shall immediately cease on the product of (x) the number of full months remaining first date on which there is no longer a possibility that a Liquidity Event or Subsequent Event may subsequently occur and result in the Term and (y) one-twelfth (1/12) payment of the Target a Xxxxx Contingent Section 2.4 Payment, Xxxxx Deferred Compensation or a Xxxxx Special Bonus. In addition, Executive shall be entitled to receive (x) a single cash lump sum payment (the "Compensation Payment") in respect of compensation earned but not yet paid (including any deferred Bonus payments and payments for vacation accrued but not used as of the date of such termination); PROVIDED, that the calculation for accrued but unused vacation shall be made as if Executive's Salary was $650,000 per annum; and PROVIDED, FURTHER, that in no event shall Executive receive more than the sum of $3.25 million (other than in respect of accrued but unused vacation days (or an increase in Salary pursuant to Section 3.1) between October 15, 1997 and October 15, 2002 as a result of payments of Salary pursuant to the "Vacation Payment"terms of this Agreement and payments pursuant to Section 2.4(a)(i)(2) and to Base Salary earned but not yet paid (of the "Compensation Payment"Reorganization Agreement, as amended), and to (y) continued coverage through for the Termination Date remainder of the Term under any employee medical medical, disability and life insurance plans in accordance with the respective terms thereofthereof (unless such coverage is provided by Executive's subsequent employer). If such termination occurs prior to The Company shall also pay or reimburse Executive for all reasonable and necessary out-of-pocket expenses not in excess of $10,000 in the aggregate incurred by Executive for outplacement services selected by Executive until the earlier of (i) the first anniversary of the date of termination of employment hereunder or (ii) the Stock Award is made to date on which Executive pursuant to Section 3.3 hereof, Executive shall remain entitled to such Stock Award and the Company shall make such Stock Award to Executive at such time as required pursuant to Section 3.3commences employment with another employer.

Termination Not for Cause or for Good Reason. (a) The Company or Executive may terminate Executive's ’s employment at any time for any reason or no reason. If Executive's ’s employment is terminated by the Company other than for Cause (as defined in Section 6.4 6.2 hereof) or as a result of Executive's ’s death or Permanent Disability (as defined in Section 6.2 hereof), or if Executive terminates his employment for Good Reason (as defined in Section 6.1 (c6.1(d) hereof) prior to the Termination Date, Executive shall receive receive: (i) any accrued but unpaid portion of Base Salary through the date of such paymentstermination, payable within fifteen (15) days of the date of such termination (or earlier if any, required by applicable law); (ii) any unreimbursed business expenses incurred through the date of such termination and for which reimbursement is permitted under applicable plans or programs, including but not limited to those referred to the Company’s policies (payable in Section 3.4 hereof, accordance with the Company’s policies); and (iii) all other payments and benefits to which he Executive is entitled pursuant to the terms of any employment benefit plan or program in which Executive participated on the date of such termination, payable in accordance with the terms of such plans or programsprograms (the amounts described above in (i) through (iii) being the “Accrued Amounts”). In additionaddition to the Accrued Amounts, subject to Executive’s continued compliance with the terms of this Agreement, including, but not limited to, the provisions of Section 12 hereof, the Executive shall be entitled to: (A) continue to receive an amount Base Salary for the Severance Period (the "Termination Amount") in lieu of any Bonus in respect of all or any portion of the fiscal year in which such termination occurs and any other cash compensation (other than the Vacation Payment and the Compensation Payment referred to defined below), which Termination Amount shall be payable in twelve (12) equal monthly installments at the beginning of each month following such termination of employment. The Termination Amount shall consist of an amount equal to the sum of (i) the greater of (A) the Base Salary which Executive would have received over the remaining Term, or (B) six (6) months of Base Salary, plus (ii) an amount equal to the product of (x) the number of full months remaining in the Term and (y) one-twelfth (1/12) of the Target Bonus. In addition, Executive shall be entitled to receive a cash lump sum payment in respect of accrued but unused vacation days (the "Vacation Payment") and to Base Salary earned but not yet paid (the "Compensation Payment"), and to continued coverage through the Termination Date under any employee medical plans in accordance with the respective terms thereofCompany’s payroll practices (“Salary Continuation); (B) immediately vest in the unvested portion of the Option (if any) which would have vested during the Severance Period had Executive remained employed with the Company through the end of the Severance Period; and (C) if Executive then participates in the Company’s medical plan(s) and the Executive timely elects to continue to receive group health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall either directly pay or reimburse the Executive for all monthly COBRA premiums incurred by Executive on behalf of both himself and his dependents for the Severance Period (such monthly payments being the “COBRA Amount”), provided that in order to be reimbursed, the Executive must provide the Company with adequate documentation of his payment of such monthly COBRA premiums. If such termination occurs The COBRA Amount shall maintain the coverage the Executive and his dependents (if applicable) had immediately prior to the date of termination of Executive’s employment with the Stock Award is made Company (subject to any changes in coverage that effect employees generally). In the event the Executive pursuant does not elect COBRA coverage, the Executive subsequently becomes ineligible for continued COBRA coverage, the Executive fails to Section 3.3 hereofprovide the Company with adequate documentation of his payment of such COBRA premiums (if applicable), or the Executive shall remain entitled to such Stock Award and does not execute the Release or subsequently revokes the Release, the Company shall make such Stock Award no longer be obligated to pay the Executive at such time as required pursuant to Section 3.3any remaining portion of the COBRA Amount.

Termination Not for Cause or for Good Reason. (a) The Company may terminate Executive's employment at any time for any reason. If Executive's employment is terminated by the Company other than for Cause (as defined in Section 6.4 hereof) or as a result of Executive's death or Permanent Disability (as defined in Section 6.2 hereof), ) or if Executive terminates his employment for Good Reason (as defined in Section 6.1 (c6.1(c) hereof) prior to the Termination Date), Executive shall receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 3.4 and 4.1 hereof, to which he is entitled pursuant to the terms of such plans or programs. In addition, Executive shall be entitled to receive an amount (the "Termination Amount") in lieu of any Bonus under the Company's Corporate Management Incentive Plan in respect of all or any portion of the fiscal year in which such termination occurs and any other cash compensation (other than the Vacation Payment and the Compensation Payment referred to Payment, as defined below), which Termination Amount shall be payable in twelve (12) equal twenty-four monthly installments at the beginning of each month following such termination of employment. The Termination Amount shall consist of an amount equal to two times the sum of (i) the greater of (A) the Executive's annual Base Salary which Executive would have received over plus Target Bonus under the remaining TermCompany's Corporate Management Incentive Plan, or (B) six (6) months of Base Salary, plus (ii) an amount equal as in effect immediately prior to the product of (x) the number of full months remaining in the Term and (y) one-twelfth (1/12) of the Target Bonusevent giving rise to such termination. In addition, Executive shall be entitled to receive a cash lump sum payment in respect of accrued but unused vacation days (the "Vacation Payment") and to Base Salary compensation earned but not yet paid (including Base Salary and any deferred Bonus payments ) (the "Compensation Payment"), and to continued coverage through the Termination Date for 24 months under any employee medical medical, disability and life insurance plans in accordance with the respective terms thereof. If such termination occurs prior to Any period of continued coverage under the date Company's medical plans shall not be credited against any required period of coverage for purposes of Part 6, Subtitle B, Title I of the Stock Award is made to Executive pursuant to Section 3.3 hereofEmployment Retirement Income Security Act of 1974, Executive shall remain entitled to such Stock Award and the Company shall make such Stock Award to Executive at such time as required pursuant to Section 3.3amended.

Termination Not for Cause or for Good Reason. (a) The -------------------------------------------- Company may terminate Executive's employment at any time for any reason. If Executive's employment is terminated by the Company other than for Cause (as defined in Section section 6.4 hereof) or as a result of Executive's death or Permanent Disability (as defined in Section section 6.2 hereof), ) or if Executive terminates his employment for Good Reason (as defined in Section 6.1 (c) hereof) prior to the Termination DateAugust 31, 1998, Executive shall receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 3.4 and 4.1 hereof, to which he is entitled pursuant to the terms of such plans or programs. In addition, Executive shall be entitled to receive an amount (the "Termination Amount") in lieu of any Bonus in respect of all or any portion of the fiscal year in which such termination occurs and any other cash compensation (other than the Vacation Payment and the Compensation Payment referred to Payment, as defined below), which Termination Amount shall be payable in twelve (12) equal eighteen monthly installments at the beginning of each month following such termination of employment. The Termination Amount shall consist of an amount equal to the sum of (i) the greater of (A) the Base Salary which Executive would have received over the remaining Term, or (B) six (6) months of Base Salary, plus (iii) an amount equal to the product Executive's Base Salary for eighteen months at its then current monthly rate plus 1.5 times the amount of Executive's Target Bonus for the year in which his termination occurs or (xii) the number amount of full months Base Salary plus Target Bonus which Executive would have received for the remaining in the Term and (y) one-twelfth (1/12) term of the Target Bonusthis Agreement. In addition, Executive shall be entitled to receive a cash lump sum payment in respect of accrued but unused vacation days (the "Vacation Payment") and to Base Salary compensation earned but not yet paid (including any deferred Bonus payments ) (the "Compensation Payment"), and to continued coverage through the Termination Date for 18 months under any employee medical medical, disability and life insurance plans in accordance with the respective terms thereof. If such termination occurs prior to the date the Stock Award is made to Executive pursuant to Section 3.3 hereof, Executive shall remain entitled to such Stock Award and the Company shall make such Stock Award to Executive at such time as required pursuant to Section 3.3.

Termination Not for Cause or for Good Reason. (a) The Company may terminate Executive's employment at any time for any reasonreason and the Executive may terminate [his/her] employment with the Company for Good Reason (as defined below). If Executive's employment is terminated (a) by the Executive for Good Reason, or (b) by the Company other than (A) for Cause (as defined in Section 6.4 hereof) or (B) as a result of Executive's death or Permanent Disability (as defined in Section 6.2 hereof), or if Executive terminates his employment for Good Reason (as defined in Section 6.1 (c) hereof) prior to the Termination Date, Executive shall receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 3.4 3.2 hereof, to which he [s/he] is entitled pursuant to the terms of such plans or programs. In addition, Executive shall be entitled to receive an amount (the "Termination Amount") in lieu of any Bonus in respect of all or any portion of the fiscal year in which such termination occurs and any other cash compensation (other than the Vacation Payment and the Compensation Payment referred to below), which Termination Amount shall be payable in twelve (12) equal monthly installments at the beginning of each month following such termination of employmentemployment pursuant to this Section 6.1. The Termination Amount shall consist of the excess of (A) the lesser of (i) an amount equal to Executive's annual Base Salary at the sum of then current annual rate or (iii) the greater of (A) an amount equal to the Base Salary which Executive would have received over the remaining Termterm of this Agreement, or over (B) six (6) months of Base Salaryany severance benefits to which Executive is or becomes entitled under the Resumix, plus (ii) an amount equal to the product of (x) the number of full months remaining in the Term and (y) one-twelfth (1/12) of the Target BonusInc. Change In Control Benefit Plan. In addition, Executive shall be entitled to receive a cash lump sum payment in respect of accrued but unused vacation days in accordance with the Company's vacation policy (the "Vacation Payment") and to Base Salary earned but not yet paid (the "Compensation Payment"), and to continued coverage through the Termination Date under any employee medical plans ) in accordance connection with the respective terms thereof. If such a termination occurs prior to the date the Stock Award is made to Executive of employment pursuant to this Section 3.3 hereof, Executive shall remain entitled to such Stock Award and the Company shall make such Stock Award to Executive at such time as required pursuant to Section 3.36.1.

Termination Not for Cause or for Good Reason. (a) The Company may terminate Executive's employment at any time for any reason. If Executive's employment is terminated by the Company other than for Cause (as defined in Section 6.4 hereof) or as a result of Executive's death or Permanent Disability (as defined in Section 6.2 hereof), or if Executive terminates his employment for Good Reason (as defined in Section 6.1 (c) hereof) prior to the Termination Date, Executive shall receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 3.4 3.3 hereof, to which he is entitled pursuant to the terms of such plans or programs. In addition, Executive shall be entitled to receive an amount (the "Termination Amount") in lieu of any Bonus in respect of all or any portion of the fiscal year in which such termination occurs and any other cash compensation (other than the Vacation Payment and the Compensation Payment referred to below), which Termination Amount shall be payable in twelve (12) equal monthly installments at the beginning of each month following such termination of employment. The Termination Amount shall consist of an amount equal to the sum of (i) the greater of (A) the Base Salary which Executive would have received over the remaining Term, or (B) six (6) months of Base Salary, plus (ii) an amount equal to the product of (x) the number of full months remaining in the Term and (y) one-twelfth (1/12) of the Target Bonus. In addition, Executive shall be entitled to receive a cash lump sum payment in respect of accrued but unused vacation days (the "Vacation Payment") and to Base Salary earned but not yet paid (the "Compensation Payment"), and to continued coverage through the Termination Date under any employee medical plans in accordance with the respective terms thereof. If such termination occurs prior to the date the Stock Award is made to Executive pursuant to Section 3.3 hereof, Executive shall remain entitled to such Stock Award and the Company shall make such Stock Award to Executive at such time as required pursuant to Section 3.3.