Common use of Termination Other than for Cause; Termination for Good Reason Clause in Contracts

Termination Other than for Cause; Termination for Good Reason. If Executive’s employment is subject to a Termination other than during a Covered Period, then, in addition to the Minimum Benefits, the Company shall provide Executive the following benefits: (i) On the first regularly-scheduled payroll date following the 45th day following the Termination Date, Executive shall commence receiving the Severance Amount (less any amount described in Section 4(c)(ii)), with such amount to be paid in 24 substantially equal monthly installments, with each successive payment being due on the monthly anniversary of the Termination Date, or the next regularly scheduled payroll dates following such dates. (ii) To the extent any portion of the Severance Amount exceeds the “safe harbor” amount described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), Executive shall receive such portion of the Severance Amount that exceeds the “safe harbor” amount in a single lump sum payment payable on the first regularly-scheduled payroll date following the 45th day following the Termination Date. (iii) Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits described in Section 4(e). (iv) Any equity awards granted to Executive by the Company that are subject to vesting, performance, or target requirements shall be treated as having satisfied such vesting, performance, and target requirements. (v) Any Company contributions made pursuant to the Deferred Compensation Plan that are subject to vesting requirements shall be treated as having satisfied such vesting requirements.

Termination Other than for Cause; Termination for Good Reason. If Executive’s employment is subject to a Termination other than during a Covered Period, then, in addition to the Minimum Benefits, the Company shall provide Executive the following benefits: (i) On the first regularly-scheduled payroll date following the 45th day following the Termination Date, Executive shall commence receiving the Severance Amount (less any amount described in Section 4(c)(ii)), with such amount to be paid in 24 substantially equal monthly installments, with each successive payment being due on the monthly anniversary of the Termination Date, or the next regularly scheduled payroll dates following such dates. (ii) To the extent any portion of the Severance Amount exceeds the “safe harbor” amount described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), Executive shall receive such portion of the Severance Amount that exceeds the “safe harbor” amount in a single lump sum payment payable on the first regularly-scheduled payroll date following the 45th day following the Termination Date. (iii) Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits described in Section 4(e). (iv) Any equity awards granted to Executive by the Company that are subject to vesting, performance, or target requirements shall be treated as having satisfied such vesting, performanceall service-based vesting requirements, and target requirements. (v) Any Company contributions made pursuant to the Deferred Compensation Plan that are subject to performance–based vesting requirements shall be treated based upon actual Company performance for the applicable periods and settled thereafter as having satisfied if Executive had continued service through the end of the applicable performance period (without proration for duration of employment), and with such vesting requirementsto be no less than as otherwise provided in the applicable plan and award agreements.

Termination Other than for Cause; Termination for Good Reason. If Executive’s employment is subject to a Termination other than during a Covered Period, then, in addition to the Minimum Benefits, the Company shall provide Executive the following benefits: (i) On the first regularly-scheduled payroll date following the 45th day following the Termination Date, Executive shall commence receiving the Severance Amount (less any amount described in Section 4(c)(ii)), with such amount to be paid in 24 12 substantially equal monthly installments, with each successive payment being due on the monthly anniversary of the Termination Date, or the next regularly scheduled payroll dates following such dates. (ii) To the extent any portion of the Severance Amount exceeds the “safe harbor” amount described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), Executive shall receive such portion of the Severance Amount that exceeds the “safe harbor” amount in a single lump sum payment payable on the first regularly-scheduled payroll date following the 45th day following the Termination Date. (iii) Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits described in Section 4(e). (iv) Any equity awards granted to Executive by the Company that are subject to vesting, performance, or target requirements shall be treated as having satisfied such vesting, performanceall service-based vesting requirements, and target requirements. (v) Any Company contributions made pursuant to the Deferred Compensation Plan that are subject to performance–based vesting requirements shall be treated based upon actual Company performance for the applicable periods and settled thereafter as having satisfied if Executive had continued service through the end of the applicable performance period (without proration for duration of employment), and with such vesting requirementsto be no less favorable than as otherwise provided in the applicable plan and award agreements.

Termination Other than for Cause; Termination for Good Reason. If Executive’s employment is subject to a Termination other than during a Covered Period, then, in addition to the Minimum Benefits, the Company shall provide Executive the following benefits: (i) On the first regularly-scheduled payroll date following the 45th day following the Termination Date, Executive shall commence receiving the Severance Amount (less any amount described in Section 4(c)(ii)), with such amount to be paid in 24 substantially equal monthly installments, with each successive payment being due on the monthly anniversary of the Termination Date, or the next regularly scheduled payroll dates date following such datesdate. (ii) To the extent any portion of the Severance Amount exceeds the “safe harbor” amount described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), Executive shall receive such portion of the Severance Amount that exceeds the “safe harbor” amount in a single lump sum payment payable on the first regularly-scheduled payroll date following the 45th day following the Termination Date. (iii) Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits described in Section 4(e). (iv) Any equity awards granted to Executive by the Company that are subject to vesting, performance, or target requirements shall be treated as having satisfied such vesting, performanceall service-based vesting requirements, and target requirementsperformance–based vesting requirements shall be based upon actual Company performance for the applicable periods and settled thereafter as if Executive had continued service through the end of the applicable performance period (without proration for duration of employment), and with such vesting to be no less than as otherwise provided in the applicable plan and award agreements. (v) Any Company contributions made pursuant to the Deferred Compensation Plan that are subject to vesting requirements shall be treated as having satisfied such vesting requirements.