Common use of Termination of Employment due to a Non-Continuation Notice Clause in Contracts

Termination of Employment due to a Non-Continuation Notice. The Executive's employment hereunder may be terminated by the Executive after August 1, 2016, by providing at least 270 days prior written notice to the Company designating the termination as being pursuant to this Section 8(f) (a “Non-Continuation Notice”). Upon termination of the Executive's employment pursuant to a Non-Continuation Notice, the Executive shall, subject to Section 8(i), be entitled to receive, in addition to the Base Obligations, a pro-rata Target Bonus with respect to the calendar year in which the Date of Termination occurs, determined in accordance with the Pro Rata Target Bonus Calculation and payable in substantially equal monthly installments for the twelve month period following the Executive’s Date of Termination with the first installment to be paid in the month following the month in with the Release Effective Date occurs (provided that if the 60 day period described in Section 8(i) below begins in one calendar year and ends in another, the pro rata Target Bonus shall be paid not earlier than January 1 of the calendar year following the Date of Termination), the equity awards described in Section 5 and continued vesting of outstanding performance share units, and/or other forms of equity compensation issued prior to providing Non-Continuation Notice, based on actual performance during the respective performance periods. The Executive acknowledges and agrees that the compensation paid under this Section 8(f) is fair and reasonable, and are his sole and exclusive remedy, in lieu of all other remedies at law or in equity, with respect to the termination of his employment hereunder, and is subject to the Executive complying in all material respects with his obligations under Section 9 or the Confidentiality Agreement. All other benefits, if any, due the Executive following termination pursuant to this Section 8(f) shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that the Executive shall not participate in any severance plan, policy or program of the Company.

Termination of Employment due to a Non-Continuation Notice. The Executive's ’s employment hereunder may be terminated by the Executive after August 1, 2016, by providing at least 270 days prior written notice to the Company designating the termination as being pursuant to this Section 8(f) (a “Non-Continuation Notice”). Upon termination of the Executive's ’s employment pursuant to a Non-Continuation Notice, the Executive shall, subject to Section 8(i), be entitled to receive, in addition to the Base Obligations, a pro-rata Target Bonus with respect to the calendar year in which the Date of Termination occurs, occurs determined in accordance with the Pro Rata Target Bonus Calculation and payable in substantially equal monthly installments for the twelve month period following the Executive’s Date of Termination with the first installment to be paid in the month following the month in with the Release Effective Date occurs (provided that if the 60 day period described in Section 8(i) below begins in one calendar year and ends in another, the pro rata Target Bonus shall be paid not earlier than January 1 of the calendar year following the Date of Termination), the equity awards described in Section 5 and continued vesting of outstanding performance share units, and/or other forms of equity compensation issued during and/or prior to providing Non-Continuation Noticethe Term, based on actual performance during the respective performance periods. The Executive acknowledges and agrees that the compensation paid under this Section 8(f) is fair and reasonable, and are his sole and exclusive remedy, in lieu of all other remedies at law or in equity, with respect to the termination of his employment hereunder, and is subject to the Executive complying in all material respects with his obligations under Section 9 or the Confidentiality Agreement. All other benefits, if any, due the Executive following termination pursuant to this Section 8(f) shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that the Executive shall not participate in any severance plan, policy or program of the Company.

Termination of Employment due to a Non-Continuation Notice. The Executive's employment hereunder may be terminated by the Executive after August 1, 20162018, by providing at least 270 days prior written notice to the Company designating the termination as being pursuant to this Section 8(f) (a “Non-Continuation Notice”). Upon termination of the Executive's employment pursuant to a Non-Continuation Notice, the Executive shall, subject to Section 8(i), be entitled to receive, in addition to the Base Obligations, a pro-rata Target Bonus with respect to the calendar year in which the Date of Termination occurs, determined in accordance with the Pro Rata Target Bonus Calculation and payable in substantially equal monthly installments for the twelve month period following the Executive’s Date of Termination with the first installment to be paid in the month following the month in with the Release Effective Date occurs (provided that if the 60 day period described in Section 8(i) below begins in one calendar year and ends in another, the pro rata Target Bonus shall be paid not earlier than January 1 of the calendar year following the Date of Termination), the equity awards described in Section 5 and continued vesting of outstanding performance share units, and/or other forms of equity compensation issued prior to providing Non-Continuation Notice, based on actual performance during the respective performance periods. The Executive acknowledges and agrees that the compensation paid under this Section 8(f) is fair and reasonable, and are his sole and exclusive remedy, in lieu of all other remedies at law or in equity, with respect to the termination of his employment hereunder, and is subject to the Executive complying in all material respects with his obligations under Section 9 or the Confidentiality Agreement. All other benefits, if any, due the Executive following termination pursuant to this Section 8(f) shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that the Executive shall not participate in any severance plan, policy or program of the Company.

Termination of Employment due to a Non-Continuation Notice. The Executive's ’s employment hereunder may be terminated by the Executive after August 1, 2016, by providing at least 270 days prior written notice to the Company designating the termination as being pursuant to this Section 8(f9(e) (a “Non-Continuation Notice”). Upon termination of the Executive's ’s employment pursuant to a Non-Continuation Notice, the Executive shall, subject to Section 8(i), shall be entitled to receive: any unpaid Base Salary through the date of termination, in addition (ii) all other cash obligations of the Company to the Base ObligationsExecutive (e.g. unused vacation), (iii) any earned but unpaid Incentive Compensation with respect to the calendar year ended prior to the date of termination, payable in accordance with Section 4, (iv) a pro-rata Target Bonus Incentive Compensation with respect to the calendar year in which the Date date of Termination occurs, termination occurs determined in accordance with the Pro Rata Target Bonus Calculation Section 4 and payable in substantially equal monthly installments for the twelve month period following the Executive’s Date date of Termination termination with the first installment to be paid in the month following the month in with the Release Effective Date occurs date of termination, (provided that if the 60 day period described in Section 8(iv) below begins in one calendar year and ends in another, the pro rata Target Bonus shall be paid not earlier than January 1 of the calendar year following the Date of Termination), the equity awards described in Section 5 6 and continued vesting of outstanding performance share units, and/or other forms of equity compensation issued prior to providing Non-Continuation Noticeduring the Employment Term, based on actual performance during the respective performance periods. The Executive acknowledges and agrees that the compensation paid under this Section 8(f9(e) is fair and reasonable, and are his sole and exclusive remedy, in lieu of all other remedies at law or in equity, with respect to the termination of his employment hereunder, and is subject to the Executive complying in all material respects with his obligations under Section 9 10(b) or the Confidentiality Agreement. All other benefits, if any, due the Executive following termination pursuant to this Section 8(f9(e) shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that the Executive shall not participate in any severance plan, policy or program of the Company.