Common use of Termination with Good Reason Clause in Contracts

Termination with Good Reason. Subject to the provisions of Section 2 hereof, upon termination of the employment of the Executive by the Executive with good reason as provided in Section 2(e), the Executive shall be entitled to receive: (i) the amount of the Executive’s Base Salary accrued with respect to the period prior to the date of termination of the Executive’s employment, to the extent not previously paid, (ii) a lump sum payment in an amount equal to twelve (12) months of Executive’s Base Salary at a rate equal to the rate of Executive’s Base Salary as of the day immediately preceding the date of termination, minus applicable withholdings and deductions, (iii) the cost of maintaining Executive’s health and dental insurance coverage under COBRA until the earlier of six (6) months following the date of termination or the date Executive secures new employment and is eligible for health care benefits; (iv) subject to the following sentence, in lieu of any employee or incentive stock options granted to Executive which are outstanding (vested or unvested) and unexercised by Executive at the date of termination of the Executive’s employment, a lump sum payment in an amount per option equal to 75% of the excess of the value of a share of the common stock underlying the option on the date of the relevant change of control as determined by the Company’s board of directors in connection with the change of control transaction over the exercise price of the option ; provided, however, such payment shall be conditioned on the execution by Executive of an agreement terminating all such outstanding options in a form acceptable to the Company and (v) an amount in lieu of Discretionary Bonus equal to (x) the Discretionary Bonus, if any, paid to the Executive for the fiscal year of the Company immediately preceding the year in which Executive’s employment is terminated, multiplied by (y) a fraction, the numerator of which is the number of days of Executive’s employment by the Company during the fiscal year of the Company in which Executive’s employment is terminated, and the denominator of which is 365. Notwithstanding the foregoing, in the event that any class of the Company’s equity securities are registered under the Securities Act of 1933, as amended, then in lieu of the lump sum payment described in clause (iv) of the preceding sentence, all employee or incentive stock options granted to Executive which are outstanding and unexercised by Executive on the date of termination of the Executive’s employment shall become immediately fully vested and such option shall continue to be exercisable by Executive at any time within the one year period following the date of termination of Executive’s employment; provided, however, in no event may the options be exercised after the term provided in the applicable option grant agreement and, provided, further, nothing herein shall limit the Company’s right to cancel any outstanding options as set forth in Article VI(b) of the GFI Group Inc. 2002 Stock Option Plan. Any amount payable to the Executive pursuant to clause (ii), (iii), (iv) and (v) of this Section 6(d) shall be paid to the Executive only in the event that he executes a release of liability in favor of the Company in a form satisfactory to the Company.

Termination with Good Reason. Subject to For purposes of this Agreement, Termination With Good Reason shall mean the provisions Executive's resignation of Section 2 hereof, upon termination employment with the Company within ninety (90) days following the occurrence of any of the employment of the Executive by the Executive with good reason as provided in Section 2(e), the Executive shall be entitled to receive: (i) the amount of the Executive’s Base Salary accrued with respect to the period prior following subsequent to the date of termination this Agreement without Executive's express written consent: (1) The failure to elect or reelect Executive as a member of the Executive’s employment, to Company's Board of Directors or maintain Executive in the extent not previously paid, position of Chief Executive Officer described in Section 1.1; the removal of him from any such position; or any material diminution in his duties or responsibilities in such positions (ii) a lump sum payment in an amount equal to twelve (12) months of Executive’s Base Salary at a rate equal to the rate of Executive’s Base Salary as of the day immediately preceding the date of termination, minus applicable withholdings and deductions, (iii) the cost of maintaining Executive’s health and dental insurance coverage under COBRA until the earlier of six (6) months following the date of termination or the date Executive secures new employment and is eligible for health care benefits; (iv) subject to the following sentence, in lieu of any employee or incentive stock options granted to Executive which are outstanding (vested or unvested) and unexercised by Executive at the date of termination of the Executive’s employment, a lump sum payment in an amount per option equal to 75% of the excess of the value of a share of the common stock underlying the option on the date of the relevant change of control as determined by the Company’s board of directors other than in connection with the change a termination of control transaction over the exercise price of the option ; providedExecutive's employment due to death, howeverDisability, such payment shall be conditioned on the execution by Termination With Cause or voluntary resignation other than for Good Reason as defined in this Section 4.2(c)); (2) The assignment to Executive of an agreement terminating all such outstanding options in a form acceptable duties that are materially inconsistent with, or that materially impair his ability to the Company and (v) an amount in lieu of Discretionary Bonus equal to (x) the Discretionary Bonus, if any, paid to the Executive for the fiscal year of the Company immediately preceding the year in which Executive’s employment is terminated, multiplied by (y) a fractionperform, the numerator of which is duties customarily assigned to an Executive holding the number of days of Executive’s employment by the Company during the fiscal year of the Company in which Executive’s employment is terminated, and the denominator of which is 365. Notwithstanding the foregoing, in the event that any class of the Company’s equity securities are registered under the Securities Act of 1933, as amended, then in lieu of the lump sum payment described in clause (iv) of the preceding sentence, all employee or incentive stock options granted to Executive which are outstanding and unexercised position[s] accepted by Executive on the date of termination this Agreement in a corporation of the size and nature of the Company; or a change in the reporting structure so that Executive reports to someone other than the Chairman of the Board or is subject to the direct or indirect authority or control of a person or entity other than the Chairman of the Board; (3) The Company awards Executive an annual bonus in respect of any year that is less than 50% of the amount awarded him in respect of the prior year unless due to reduced performance by the Company or by Executive’s employment shall become immediately fully vested , applying reasonably equivalent standards with respect to both years; (4) The Company fails to comply with the provisions hereof governing compensation and such option shall continue benefits to be exercisable Executive or otherwise materially breaches any provision of this Agreement or any other agreement with Executive; (5) Conduct by the Company occurs that would cause Executive at any time within to commit fraudulent acts or would expose Executive to criminal liability; (6) The Company's principal office or Executive's own office as assigned to him by the one year period following Company is moved to a location more than 35 miles from Executive's own office as assigned to him by the Company on the date of termination this Agreement; (7) The Company fails to obtain the assumption in writing of Executive’s employment; provided, however, in no event may the options be exercised after the term provided in the applicable option grant agreement and, provided, further, nothing herein shall limit the Company’s right its obligation to cancel perform this Agreement by any outstanding options as set forth in Article VI(b) successor to all or substantially all of the GFI Group Inc. 2002 Stock Option Plan. Any amount payable to the Executive pursuant to clause (ii), (iii), (iv) and (v) of this Section 6(d) shall be paid to the Executive only in the event that he executes a release of liability in favor assets of the Company in within 30 days after a form satisfactory merger, consolidation, sale or similar transaction. (8) The Company fails to the Companydischarge its obligations under section 3.6 of this agreement.

Termination with Good Reason. Subject The Company may terminate this Agreement and Executive's employment with the Company without Cause at any time, with or without notice, for any reason or no reason (and no reason need be given). Executive may terminate this Agreement and Voluntarily Terminate his employment with the Company with Good Reason upon thirty (30) days' prior written notice to the provisions of Company, provided that the Company does not correct the circumstances giving Executive Good Reason during such thirty (30) day period. In the event Executive's employment with the Company is terminated pursuant to this Section 2 hereof, upon termination of the employment of the Executive by the Executive with good reason as provided in Section 2(e6(d), the Executive shall be entitled to receive: (i) the amount Company shall pay to Executive all amounts of the Executive’s Base Salary and Bonus Compensation accrued with respect pursuant to the period prior to the date of termination of the Executive’s employment, to the extent not previously paid, (ii) a lump sum payment in an amount equal to twelve (12) months of Executive’s Base Salary at a rate equal to the rate of Executive’s Base Salary as of the day immediately preceding Section 4 above through the date of termination, minus applicable withholdings (ii) Executive shall be relieved of his obligations under Sections 1 and deductions3 hereof, and (iii) Executive shall be free to seek other employment subject to the cost terms of maintaining Section 8 hereof. In addition, if Executive’s 's employment with the Company is terminated pursuant to this Section 6(d), the Company shall pay to Executive the value of all compensation and any other benefits that Executive would have earned under this Agreement for the remaining Term together with all reasonable attorneys' or other professional fees and costs incurred by Executive in enforcing his rights under this Section 6(d). The Company may satisfy its obligation hereunder by paying the present value of the compensation and benefits due hereunder in a lump sum. Executive has no duty to mitigate such amount by obtaining other employment. However, the amounts payable hereunder shall be reduced by 25% of the base salary and bonus which Executive earns from new employment during such period. The Company may also require Executive to fully and completely release any and all claims for breach of this Agreement at the time of termination as a condition to receiving such payments under this Section 6(d). Executive and his dependents shall also be entitled to any continuation health and dental insurance coverage rights, if any, under COBRA until applicable law. Any lump sum payment shall be made as soon as practicable following the earlier effective date of Executive's termination (but in no event later than the fifteenth day of the third month after the date of termination), unless the Company reasonably determines that Code Section 409A will result in the imposition of additional tax on account of such payment before the expiration of the 6-month period described in Section 409A(a)(2)(B)(i) of the Code in which case such payment will be paid on the date that is six (6) months and one (1) day following the date of termination or the date Executive secures new employment and is eligible for health care benefits; Executive’s separation from service (ivas defined in Code Section 409A) subject to the following sentenceor, in lieu of any employee or incentive stock options granted to Executive which are outstanding (vested or unvested) and unexercised by Executive at if earlier, the date of termination death of the Executive’s employment, a lump sum payment in an amount per option equal to 75% of the excess of the value of a share of the common stock underlying the option on the date of the relevant change of control as determined by the Company’s board of directors in connection with the change of control transaction over the exercise price of the option ; provided, however, such payment shall be conditioned on the execution by Executive of an agreement terminating all such outstanding options in a form acceptable to the Company and (v) an amount in lieu of Discretionary Bonus equal to (x) the Discretionary Bonus, if any, paid to the Executive for the fiscal year of the Company immediately preceding the year in which Executive’s employment is terminated, multiplied by (y) a fraction, the numerator of which is the number of days of Executive’s employment by the Company during the fiscal year of the Company in which Executive’s employment is terminated, and the denominator of which is 365. Notwithstanding the foregoing, in the event that any class of the Company’s equity securities are registered under the Securities Act of 1933, as amended, then in lieu of the lump sum payment described in clause (iv) of the preceding sentence, all employee or incentive stock options granted to Executive which are outstanding and unexercised by Executive on the date of termination of the Executive’s employment shall become immediately fully vested and such option shall continue to be exercisable by Executive at any time within the one year period following the date of termination of Executive’s employment; provided, however, in no event may the options be exercised after the term provided in the applicable option grant agreement and, provided, further, nothing herein shall limit the Company’s right to cancel any outstanding options as set forth in Article VI(b) of the GFI Group Inc. 2002 Stock Option Plan. Any amount payable to the Executive pursuant to clause (ii), (iii), (iv) and (v) of this Section 6(d) shall be paid to the Executive only in the event that he executes a release of liability in favor of the Company in a form satisfactory to the Company.