Common use of Termination of Employment by the Employee Clause in Contracts

Termination of Employment by the Employee. (i) The Employee shall be entitled to terminate his Employment, other than for Disability, at any time after one hundred eighty (180) days after a Notice of Termination, (b) by reason of a Change of Control at any time within three hundred sixty-five (365) days after that Change of Control occurs, or (c) at any time after thirty (30) days after receipt of a Notice of Termination for material breach of any provision of this Agreement, and the Company has not cured that breach during the thirty (30) day period. The Employee's termination of his Employment by reason of a Change of Control will be effective on the first date on which the Change of Control Payment shall have been paid in full to the Employee. The Employee's termination of his Employment pursuant to (a) and (b) above shall be effective on the Termination Date, subject to the payment obligations of the Company during the Separation Period. (ii) If the Employee terminates his Employment by reason of a Change of Control, the Company shall pay to the Employee in a cash lump sum within five (5) business days after the date the Company receives the Employee's Notice of Termination by reason of that Change of Control the amount equal to the sum of (a) the portion of the Base Salary to and including the Termination Date which has not yet been paid, (b) all compensation previously deferred by the Employee (together with any accrued interest and earnings thereon), (c) any accrued but unpaid vacation pay and (d) the Change of Control Payment. (iii) If the Employee terminates his Employment, other than for Disability, the Company shall pay to the Employee, in a cash lump sum within five (5) business days after the Termination Date, the amount equal to the sum of (a) the portion of the Base Salary to and including the Termination Date which has not yet been paid, (b) all compensation previously deferred by the Employee (together with any accrued interest and earnings thereon) which has not yet been paid, (c) any accrued but unpaid vacation pay and (d) the amount equal to fifty percent (50%) of the Base Salary being paid for the calendar year in which the Company receives the Employee's Notice of Termination, and other than for Disability.

Termination of Employment by the Employee. (i) The Employee shall be entitled to terminate his Employment, other than Employment (a) for Disability, a Good Reason at any time after within one hundred eighty (180) days after a Notice of Terminationthe facts or circumstances constituting that Good Reason first exist and are known to the Employee, (b) by reason of a Change of Control at any time within three hundred sixty-five (365) days after that Change of Control occursoccurs (provided, or however, that the Employee shall not be entitled to terminate his Employment by reason of that Change of Control if it occurs (c1) at any time after thirty (30) days after receipt of a Notice of Termination for material breach of any provision of this Agreement, and the Company has not cured that breach during the thirty (30) day periodperiod following the Company's receipt of the Employee's Notice of Termination without Good Reason and other than for Disability pursuant to this Section 5(B)(i), (2) after (A) the receipt by the Nonterminating Party of the Terminating Party's Notice of Termination pursuant to Section 5(C) or (B) the Employee's receipt of the Company's Notice of Termination for a Business Reason (other than in connection with that Change of Control) pursuant to Section 5(A) or (3) more than three hundred sixty-five (365) days after the Company's receipt of the Employee's Notice of Termination for Good Reason pursuant to this Section 5(B)(i)) or (c) without Good Reason and other than for Disability at any time. The Employee's termination of his Employment for Good Reason will be effective on the third (3rd) anniversary of the date the Employee delivers a Notice of Termination for Good Reason to the Company pursuant to this Section 5(B)(i). The Employee's termination of his Employment by reason of a Change of Control will be effective on the first date on which the Change of Control Payment shall have been paid in full to the Employee. The Employee's termination of his Employment pursuant to (a) without Good Reason and (b) above shall other than for Disability will be effective on the thirtieth (30th) day following the Employee's delivery of a Notice of Termination Datewithout Good Reason and other than for Disability pursuant to this Section 5(B)(i). (ii) If the Employee terminates his Employment for Good Reason, subject to the payment respective rights and obligations of the Company and the Employee during the Separation PeriodPart-time Employment Period will be as set forth in Section 5(E). (iiiii) If the Employee terminates his Employment by reason of a Change of Control, the Company shall pay to the Employee in a cash lump sum within five (5) business days after the date the Company receives the Employee's Notice of Termination by reason of that Change of Control the amount equal to the sum of (a) the portion of the Base Salary to and including the Termination Date which has not yet been paid, (b) all compensation previously deferred by the Employee (together with any accrued interest and earnings thereon), (c) any accrued but unpaid vacation pay and (d) the Change of Control Payment. (iiiiv) If the Employee terminates his Employment, Employment without Good Reason and other than for Disability, the Company shall pay to the Employee, in a cash lump sum within five (5) business days after the Termination Date, the amount equal to the sum of (a) the portion of the Base Salary to and including the Termination Date which has not yet been paid, (b) all compensation previously deferred by the Employee (together with any accrued interest and earnings thereon) which has not yet been paid, (c) any accrued but unpaid vacation pay and (d) the amount equal to fifty percent (50%) of the Base Salary being paid for the calendar year Compensation Year in which the Company receives the Employee's Notice of Termination, Termination without Good Reason and other than for Disability; provided, however, that if the Employee terminates his Employment without Good Reason and other than for Disability within six (6) months of the theretofore scheduled final day of the Part-time Employment Period, the amount payable pursuant to clause (d) of this sentence shall be the amount determined pursuant to that clause multiplied by a fraction the numerator of which is the number of days from and excluding the date the Company receives the Notice of Termination to and including that final day and the denominator of which is one hundred eighty-two (182). For purposes of this Section 5(B)(iv), if the anniversary of the Effective Date in the Compensation Year in which the Company receives the Notice of Termination without Good Reason and other than for Disability has not occurred on or prior to the date of that receipt, the Base Salary for that Compensation Year will be calculated on the assumption that no increase in the amount thereof would be made effective as of that anniversary pursuant to Section 4(A) or 5(E)(i), as applicable.

Termination of Employment by the Employee. (i) The Employee shall be entitled to terminate his Employment, other than Employment (a) for Disability, a Good Reason at any time after within one hundred eighty (180) days after a Notice of Terminationthe facts or circumstances constituting that Good Reason first exist and are known to the Employee, (b) by reason of a Change of Control at any time within three hundred sixty-five (365) days after that Change of Control occursoccurs (provided, or however, that the Employee shall not be entitled to terminate his Employment by reason of that Change of Control if it occurs (c1) at any time after thirty (30) days after receipt of a Notice of Termination for material breach of any provision of this Agreement, and the Company has not cured that breach during the thirty (30) day periodperiod following the Company's receipt of the Employee's Notice of Termination without Good Reason and other than for Disability pursuant to this Section 5(B)(i), (2) after (A) the receipt by the Nonterminating Party of the Terminating Party's Notice of Termination pursuant to Section 5(C) or (B) the Employee's receipt of the Company's Notice of Termination for a Business Reason (other than in connection with that Change of Control) pursuant to Section 5(A) or (3) more than three hundred sixty-five (365) days after the Company's receipt of the Employee's Notice of Termination for Good Reason pursuant to this Section 5(B)(i)) or (c) without Good Reason and other than for Disability at any time. The Employee's termination of his Employment for Good Reason will be effective on the third (3rd) anniversary of the date the Employee delivers a Notice of Termination for Good Reason to the Company pursuant to this Section 5(B)(i). The Employee's termination of his Employment by reason of a Change of Control will be effective on the first date on which the Change of Control Payment shall have been paid in full to the Employee. The Employee's termination of his Employment pursuant to (a) without Good Reason and (b) above shall other than for Disability will be effective on the thirtieth (30th) day following the Employee's delivery of a Notice of Termination Date, subject without Good Reason and other than for Disability pursuant to the payment obligations of the Company during the Separation Periodthis Section 5(B)(i). (ii) If the Employee terminates his Employment by reason of a Change of Controlfor Good Reason, the respective rights and obligations of the Company shall pay to and the Employee during the Part-time Employment Period will be as set forth in a cash lump sum within five (5) business days after the date the Company receives the Employee's Notice of Termination by reason of that Change of Control the amount equal to the sum of (a) the portion of the Base Salary to and including the Termination Date which has not yet been paid, (b) all compensation previously deferred by the Employee (together with any accrued interest and earnings thereonSection 5(E ), (c) any accrued but unpaid vacation pay and (d) the Change of Control Payment. (iii) If the Employee terminates his Employment, other than for Disability, the Company shall pay to the Employee, in a cash lump sum within five (5) business days after the Termination Date, the amount equal to the sum of (a) the portion of the Base Salary to and including the Termination Date which has not yet been paid, (b) all compensation previously deferred by the Employee (together with any accrued interest and earnings thereon) which has not yet been paid, (c) any accrued but unpaid vacation pay and (d) the amount equal to fifty percent (50%) of the Base Salary being paid for the calendar year in which the Company receives the Employee's Notice of Termination, and other than for Disability.

Termination of Employment by the Employee. (i) The Employee shall be entitled to terminate his Employment, other than for Disability, (a) for Good Reason at any time after within one hundred eighty (180) days after a Notice facts or circumstances constituting that Good Reason first exist or is known to the Employee, but only after the Employee has given the Company written notice of Terminationsuch Good Reason and it has not been fully cured within 30 days following receipt of such Notice, (b) by reason of a Change of Control at any time within three hundred sixty-five (365) days after that Change of Control occurs, or (c) without Good Reason and other than for Disability at any time after thirty (30) days after receipt of a Notice of Termination for material breach of any provision of this Agreement, and the Company has not cured that breach during the thirty (30) day period. time.. The Employee's termination of his Employment by reason of a Change of Control will be effective on the first date on which the Change of Control Payment shall have been paid in full to the Employee. The Employee's termination of his Employment pursuant to (a) and (b) above shall be effective on the Termination Date, subject to the payment obligations of the Company during the Separation Period. (ii) If the Employee terminates his Employment by reason of a Change of Control, the Company shall pay to the Employee in a cash lump sum within five (5) business days after the date the Company receives the Employee's Notice of Termination by reason of that Change of Control the amount equal to the sum of (a) the portion of the Base Salary to and including the Termination Date which has not yet been paid, (b) all compensation previously deferred by the Employee (together with any accrued interest and earnings thereon), (c) any accrued but unpaid vacation pay and (d) the Change of Control Payment. (iii) If the Employee terminates his Employment, other than for Disability, the Company shall pay to the Employee, in a cash lump sum within five (5) business days after the Termination Date, the amount equal to the sum of (a) the portion of the Base Salary to and including the Termination Date which has not yet been paid, (b) all compensation previously deferred by the Employee (together with any accrued interest and earnings thereon) which has not yet been paid, (c) any accrued but unpaid vacation pay and (d) the amount equal to fifty percent (50%) of the Base Salary being paid for the calendar year in which the Company receives the Employee's Notice of Termination, and other than for Disability. (iv) If the Employee terminates his Employment for Good Reason, the respective rights and obligations of the Company and the Employee shall be as set forth in Section 5(E).

Termination of Employment by the Employee. (i) The Employee shall be entitled to terminate his Employment, other than Employment (a) for Disability, a Good Reason at any time after within one hundred eighty (180) days after a Notice of Terminationthe facts or circumstances constituting that Good Reason first exist and are known to the Employee, (b) by reason of a Change of Control at any time within three hundred sixty-five (365) days after that Change of Control occursoccurs (provided, or however, that the Employee shall not be entitled to terminate his Employment by reason of that Change of Control if it occurs (c1) at any time after thirty (30) days after receipt of a Notice of Termination for material breach of any provision of this Agreement, and the Company has not cured that breach during the thirty (30) day periodperiod following the Company's receipt of the Employee's Notice of Termination without Good Reason and other than for Disability pursuant to this Section 5(B)(i), (2) after (A) the receipt by the Nonterminating Party of the Terminating Party's Notice of Termination pursuant to Section 5 (c) or (B) the Employee's receipt of the Company's Notice of Termination for a Business Reason (other than in connection with that Change of Control) pursuant to Section 5(A) or (3) more than three hundred sixty-five (365) days after the Company's receipt of the Employee's Notice of Termination for Good Reason pursuant to this Section 5(B)(i)) or (c) without Good Reason and other than for Disability at any time. The Employee's termination of his Employment for Good Reason will be effective on the third (3rd) anniversary of the date the Employee delivers a Notice of Termination for Good Reason to the Company pursuant to this Section 5(B)(i). The Employee's termination of his Employment by reason of a Change of Control will be effective on the first date on which the Change of Control Payment shall have been paid in full to the Employee. The Employee's termination of his Employment pursuant to (a) without Good Reason and (b) above shall other than for Disability will be effective on the thirtieth (30th) day following the Employee's delivery of a Notice of Termination Datewithout Good Reason and other than for Disability pursuant to this Section 5(B)(i). (ii) If the Employee terminates his Employment for Good Reason, subject to the payment respective rights and obligations of the Company and the Employee during the Separation PeriodPart-time Employment Period will be as set forth in Section 5(E). (iiiii) If the Employee terminates his Employment by reason of a Change of Control, the Company shall pay to the Employee in a cash lump sum within five (5) business days after the date the Company receives the Employee's Notice of Termination by reason of that Change of Control the amount equal to the sum of (a) the portion of the Base Salary to and including the Termination Date which has not yet been paid, (b) all compensation previously deferred by the Employee (together with any accrued interest and earnings thereon), (c) any accrued but unpaid vacation pay and (d) the Change of Control Payment. (iiiiv) If the Employee terminates his Employment, Employment without Good Reason and other than for Disability, the Company shall pay to the Employee, in a cash lump sum within five (5) business days after the Termination Date, the amount equal to the sum of (a) the portion of the Base Salary to and including the Termination Date which has not yet been paid, (b) all compensation previously deferred by the Employee (together with any accrued interest and earnings thereon) which has not yet been paid, (c) any accrued but unpaid vacation pay and (d) the amount equal to fifty percent (50%) of the Base Salary being paid for the calendar year Compensation Year in which the Company receives the Employee's Notice of Termination, Termination without Good Reason and other than for Disability; provided, however, that if the Employee terminates his Employment without Good Reason and other than for Disability within six (6) months of the theretofore scheduled final day of the Part-time Employment Period, the amount payable pursuant to clause (d) of this sentence shall be the amount determined pursuant to that clause multiplied by a fraction the numerator of which is the number of days from and excluding the date the Company receives the Notice of Termination to and including that final day and the denominator of which is one hundred eighty-two (182). For purposes of this Section 5(B)(iv), if the anniversary of the Effective Date in the Compensation Year in which the Company receives the Notice of Termination without Good Reason and other than for Disability has not occurred on or prior to the date of that receipt, the Base Salary for that Compensation Year will be calculated on the assumption that no increase in the amount thereof would be made effective as of that anniversary pursuant to Section 4(A) or 5(E)(i), as applicable.

Termination of Employment by the Employee. (i) The Employee shall be entitled to terminate his Employment, other than Employment (a) for Disability, a Good Reason at any time after within one hundred eighty (180) days after a Notice of Terminationthe facts or circumstances constituting that Good Reason first exist and are known to the Employee, (b) by reason of a Change of Control at any time within three hundred sixty-five (365) days after that Change of Control occursoccurs (provided, or however, that the Employee shall not be entitled to terminate his Employment by reason of that Change of Control if it occurs (c1) at any time after thirty (30) days after receipt of a Notice of Termination for material breach of any provision of this Agreement, and the Company has not cured that breach during the thirty (30) day periodperiod following the Company's receipt of the Employee's Notice of Termination without Good Reason and other than for Disability pursuant to this Section 5(B)(I), (2) after (A) the receipt by the Nonterminating Party of the Terminating Party's Notice of Termination pursuant to Section 5 (C) or (B) the Employee's receipt of the Company's Notice of Termination for a Business Reason (other than in connection with that Change of Control) pursuant to Section 5(A) or (3) more than three hundred sixty-five (365) days after the Company's receipt of the Employee's Notice of Termination for Good Reason pursuant to this Section 5(B)(I)) or (C) without Good Reason and other than for Disability at any time. The Employee's termination of his Employment for Good Reason will be effective on the third (3rd) anniversary of the date the Employee delivers a Notice of Termination for Good Reason to the Company pursuant to this Section 5(B)(I). The Employee's termination of his Employment by reason of a Change of Control will be effective on the first date on which the Change of Control Payment shall have been paid in full to the Employee. The Employee's termination of his Employment pursuant to (a) without Good Reason and (b) above shall other than for Disability will be effective on the thirtieth (30th) day following the Employee's delivery of a Notice of Termination Datewithout Good Reason and other than for Disability pursuant to this Section 5(B)(I). (ii) If the Employee terminates his Employment for Good Reason, subject to the payment respective rights and obligations of the Company and the Employee during the Separation PeriodPart-time Employment Period will be as set forth in Section 5(E). (iiiii) If the Employee terminates his Employment by reason of a Change of Control, the Company shall pay to the Employee in a cash lump sum within five (5) business days after the date the Company receives the Employee's Notice of Termination by reason of that Change of Control the amount equal to the sum of (a) the portion of the Base Salary to and including the Termination Date which has not yet been paid, (b) all compensation previously deferred by the Employee (together with any accrued interest and earnings thereon), (cC) any accrued but unpaid vacation pay and (d) the Change of Control Payment. (iiiiv) If the Employee terminates his Employment, Employment without Good Reason and other than for Disability, the Company shall pay to the Employee, in a cash lump sum within five (5) business days after the Termination Date, the amount equal to the sum of (a) the portion of the Base Salary to and including the Termination Date which has not yet been paid, (b) all compensation previously deferred by the Employee (together with any accrued interest and earnings thereon) which has not yet been paid, (cC) any accrued but unpaid vacation pay and (d) the amount equal to fifty percent (50%) of the Base Salary being paid for the calendar year Compensation Year in which the Company receives the Employee's Notice of Termination, Termination without Good Reason and other than for Disability; provided, however, that if the Employee terminates his Employment without Good Reason and other than for Disability within six (6) months of the theretofore scheduled final day of the Part-time Employment Period, the amount payable pursuant to clause (d) of this sentence shall be the amount determined pursuant to that clause multiplied by a fraction the numerator of which is the number of days from and excluding the date the Company receives the Notice of Termination to and including that final day and the denominator of which is one hundred eighty-two (182). For purposes of this Section 5(B)(iv), if the anniversary of the Effective Date in the Compensation Year in which the Company receives the Notice of Termination without Good Reason and other than for Disability has not occurred on or prior to the date of that receipt, the Base Salary for that Compensation Year will be calculated on the assumption that no increase in the amount thereof would be made effective as of that anniversary pursuant to Section 4(A) or 5(E)(I), as applicable.