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

Termination Not for Cause or Termination for Good Reason. (i) Holdings may terminate Executive's employment at any time, and Executive may terminate his employment at any time. If Executive's employment is terminated by Holdings other than for Cause (as defined herein) or due to Executive's death or Disability (as defined herein) or Executive terminates his employment for Good Reason prior to the Termination Date, Executive shall be entitled to receive from Holdings continued Base Salary (payable in accordance with the last sentence of Section 3.1 hereof) for six months after date of the termination plus, on the sixtieth day following the end of the fiscal year during which the termination of Executive's employment pursuant to this Section 6.1(a) occurs, an amount in respect of any bonus for the period employed for the fiscal year in which Executive's employment is terminated calculated on a pro rata basis. (ii) In addition, Executive shall (1) be entitled to receive, within a reasonable period of time after the date of termination, a cash lump sum equal to (A) any compensation payments deferred by Executive, together with any applicable interest or other accruals thereon; and (B) any unpaid amounts, as of the date of such termination, in respect of any bonus for the fiscal year ending before the fiscal year in which such termination occurs; (2) for the period from the date of termination of Executive's employment until the one year anniversary of the Termination Date (as then in effect), continue to be covered under and participate in Holdings' employee benefit programs, plans and practices with respect to medical, dental, hospitalization, life insurance and disability benefits described in Section 4.1 hereof or under such other plans of Holdings which provide for equivalent coverage to the extent and on the terms in effect on the Executive's last day of employment; and (3) have such rights to payments under applicable plans or programs, accrued to Executive on date of termination including, without limitation, those described in Section 3.3 hereof as may be determined pursuant to the terms of such plans or programs. (b) For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following events without Executive's express prior written consent:

Termination Not for Cause or Termination for Good Reason. (i) Holdings may terminate Executive's ’s employment at any time, and Executive may terminate his employment at any time. If Executive's ’s employment is terminated by Holdings other than for Cause (as defined herein) or due to Executive's ’s death or Disability (as defined herein) or Executive terminates his employment for Good Reason prior to the Termination Date, Executive shall be entitled to receive from Holdings continued Base Salary (payable in accordance with the last sentence of Section 3.1 hereof) for six 12 months after date of the termination plus, on the sixtieth day following the end of the fiscal year during which the termination of Executive's ’s employment pursuant to this Section 6.1(a) occurs, an amount in respect of any bonus additional compensation and plans under Section 3.1 for the period employed for the fiscal year in which Executive's ’s employment is terminated calculated on a pro rata basisbasis using the higher of target amount under Section 3.1 (b) or the then current target amount so long as the Short Term Incentive Compensation (“STIC”) Plan targets are met for such fiscal year; however, in the event STIC Plan target is not met, then using the same percentage payout, if any, applicable to the payout of any bonuses for other senior executives employed by Holdings. (ii) In addition, Executive shall (1) be entitled to receive, within a reasonable period of time after the date of termination, a cash lump sum equal to (A) any compensation payments deferred by Executive, together with any applicable interest or other accruals thereonthereon so long as it is in compliance with Section 409A of the Internal Revenue Code; otherwise paid in its original schedule; and (B) any unpaid amounts, as of the date of such termination, in respect of any bonus for the fiscal year ending before the fiscal year in which such termination occurs; (2) for the period from the date of termination of Executive's ’s employment until the one year eighteen month anniversary of the Termination Date (as then in effect), continue to be covered under and participate in Holdings' ’ employee benefit programs, plans and practices with respect to medical, dental, hospitalization, life insurance and disability benefits described in Section 4.1 hereof or under such other plans of Holdings which provide for equivalent coverage to the extent and on the terms in effect on the Executive's ’s last day of employment; and (3) have such rights to payments under applicable plans or programs, accrued to Executive on date of termination including, without limitation, those described in Section 3.3 hereof as may be determined pursuant to the terms of such plans or programs. (b) For purposes of this Agreement, "“Good Reason" ” shall mean the occurrence of any of the following events without Executive's ’s express prior written consent:

Termination Not for Cause or Termination for Good Reason. (i) Holdings may terminate Executive's ’s employment at any time, and Executive may terminate his employment at any time. If Executive's ’s employment is terminated by Holdings other than for Cause (as defined herein) or due to Executive's ’s death or Disability (as defined herein) or Executive terminates his employment for Good Reason prior to the Termination Date, Executive shall be entitled to receive from Holdings continued Base Salary (payable in accordance with the last sentence of Section 3.1 hereof) for six twelve months after date of the termination plus, on the sixtieth day following the end of the fiscal year during which the termination of Executive's ’s employment pursuant to this Section 6.1(a) occurs, an amount in respect of any bonus additional compensation and plans under Section 3.1 for the period employed for the fiscal year in which Executive's ’s employment is terminated calculated on a pro rata basisbasis using the higher of the target amount under Section 3.1(b) or the then current target amount so long as the Short Term Incentive Compensation (“STIC”) Plan targets are met for such fiscal year; however, in the event STIC Plan target is not met, then using the same percentage payout, if any, applicable to the payout of any bonuses for other senior executives employed by Holdings. (ii) In addition, Executive shall (1) be entitled to receive, within a reasonable period of time after the date of termination, a cash lump sum equal to (A) any compensation payments deferred by Executive, together with any applicable interest or other accruals thereonthereon so long as it is in compliance with Section 409A of the Internal Revenue Code, otherwise paid in its original schedule; and (B) any unpaid amounts, as of the date of such termination, in respect of any bonus for the fiscal year ending before the fiscal year in which such termination occurs; (2) for the period from the date of termination of Executive's ’s employment until the one year eighteen month anniversary of the Termination Date (as then in effect), continue to be covered under and participate in Holdings' ’ employee benefit programs, plans and practices with respect to medical, dental, hospitalization, life insurance and disability benefits described in Section 4.1 hereof or under such other plans of Holdings which provide for equivalent coverage to the extent and on the terms in effect on the Executive's ’s last day of employment; and (3) have such rights to payments under applicable plans or programs, accrued to Executive on date of termination including, without limitation, those described in Section 3.3 3 hereof as may be determined pursuant to the terms of such plans or programs. (b) For purposes of this Agreement, "“Good Reason" ” shall mean the occurrence of any of the following events without Executive's ’s express prior written consent: