Common use of Termination Without Cause and Termination for Good Reason Clause in Contracts

Termination Without Cause and Termination for Good Reason. If Employee’s employment is terminated Without Cause or for Good Reason, Employee shall, after executing the Release of Claims described in Section 4 (m), receive (i) any unpaid Base Salary and accrued but unused vacation pay with respect to the period prior to the effective date of termination; (ii) severance payments equal to the Employee’s annual base salary (at the highest rate in effect during the term of this Agreement) payable in equal installments for one year according to the Corporation’s regular pay schedule for salaried employees; (iii) continued participation in the Corporation’s annual and long-term incentive plans (upon the terms in effect immediately prior to such termination) for (A) the full fiscal year in which the termination occurs, payable within 30 days after the end of such fiscal year, and (B) on a pro-rated basis for the period from the beginning of the next fiscal year to the first anniversary of the termination, payable within 30 days after such anniversary; (iv) continued participation in the benefit plans, programs and arrangements (including medical and dental plans) for one year following the termination date; provided, however, that participation in such benefit plans, programs and arrangements shall cease prior to the expiration of such one-year period to the extent the Employee has been offered or actually participates in comparable benefit plans, programs or arrangements with another employer during such period and Employee shall report any such offer or participation to the Corporation; (v) pay ment of the cost of COBRA coverage for Employee and his eligible dependents until the earlier of twelve (12) months following the termination of his employment with the Corporation or the time at which Employee becomes eligible for other health and dental insurance coverage; and (vi) reimbursement of expenses incurred by Employee prior to termination. The right to receive severance is not subject to offset for other earnings for Employee and there shall be no duty to mitigate damages. The Corporation shall also cause the Employee to receive all vested and accrued benefits earned by Employee under all employee benefit plans and programs sponsored by the Corporation in which Employee participates. The Employee will not be required to return any signing or similar bonus or compensation upon any Termination Without Cause or Termination for Good Reason or his Death or Disability, notwithstanding any other agreement to the contrary.

Termination Without Cause and Termination for Good Reason. If Employee’s employment is terminated Without Except as provided in Section 7(e), in the event that the Participant incurs a termination of Employment by the Company or a subsidiary thereof without Cause (and not due to death or Disability) or by the Participant for Good Reason, Employee shallthen the portion of the Option that is then outstanding and unvested and that was scheduled to vest during the Participant's Severance Period (as defined below) shall continue to vest during the Participant's Severance Period as follows: on any applicable date during such Severance Period, after executing any portion of the Release Option that would have vested on such date had the Participant remained Employed on such date shall become vested and exercisable on such date notwithstanding the termination of Claims Participant's Employment. Except as provided in Section 7(e), the portion of the Option that is vested and exercisable as of the date of a termination of Employment described in this Section 4 7(c) or that becomes vested and exercisable under this Section 7(c) shall remain exercisable until the earlier of (m), receive (ix) any unpaid Base Salary the later of the 18 month anniversary of a Qualifying Transaction and accrued but unused vacation pay with respect to the period prior to the effective date of termination; (ii) severance payments equal to the Employee’s annual base salary (at the highest rate in effect during the term of this Agreement) payable in equal installments for that is one year according to after the Corporation’s regular pay schedule for salaried employees; last day of the Severance Period and (iii) continued participation in the Corporation’s annual and long-term incentive plans (upon the terms in effect immediately prior to such termination) for (Ay) the full fiscal year in which the termination occurs, payable within 30 days after the end of such fiscal year, and (B) on a pro-rated basis for the period from the beginning of the next fiscal year to the first 10th anniversary of the terminationGrant Date, payable within 30 days after such anniversary; (iv) continued participation in each case, subject to earlier termination in accordance with the benefit plans, programs and arrangements (including medical and dental plans) for one year following terms of the termination datePlan; provided, however, that participation in if such benefit plans, programs and arrangements shall cease termination of Employment occurs prior to the expiration six month anniversary of a Qualifying Transaction, then no portion of the Option shall become exercisable (even if vested) prior to the first date after the 6 month anniversary of the Qualifying Transaction. For purposes of this Agreement, the “Severance Period” shall mean the period during which the Participant is entitled to receive continued payments of the Participant's base salary under an employment agreement or a severance plan, program or agreement as the result of the termination of Employment described in this Section 7(c) (or if such base salary is paid in a lump sum, the number of months of such one-year period base salary that such severance represents). In the case of a termination of Employment by Participant for Good Reason, any portion of the Option that is not scheduled to vest during the Severance Period (disregarding any special vesting relating to a Change in Control), shall be immediately forfeited upon such termination of Employment with no compensation or other payment ​ due to the extent Participant or any other Person, and in the Employee has been offered case of a termination of Employment by the Company or actually participates in comparable benefit plansa subsidiary without Cause (and not due to death or Disability), programs or arrangements with another employer during such period and Employee shall report any such offer or participation to the Corporation; (v) pay ment portion of the cost of COBRA coverage for Employee and his eligible dependents Option that is not scheduled to vest during the Severance Period shall remain outstanding until the earlier of twelve (12) months the 10th anniversary of the Grant Date and the 90th day following the such termination of his employment Employment and shall terminate immediately upon the earlier of such dates if a Change in Control has not occurred by such date, with no compensation or other payment due to the Corporation Participant or the time at which Employee becomes eligible for other health and dental insurance coverage; and (vi) reimbursement of expenses incurred by Employee prior to termination. The right to receive severance is not subject to offset for other earnings for Employee and there shall be no duty to mitigate damages. The Corporation shall also cause the Employee to receive all vested and accrued benefits earned by Employee under all employee benefit plans and programs sponsored by the Corporation in which Employee participates. The Employee will not be required to return any signing or similar bonus or compensation upon any Termination Without Cause or Termination for Good Reason or his Death or Disability, notwithstanding any other agreement to the contraryPerson.

Termination Without Cause and Termination for Good Reason. If Employee’s employment is terminated Without Cause or for Good Reason, Employee shall, after executing the Release of Claims described in Section 4 (m), receive (i) any unpaid Base Salary and accrued but unused vacation pay with respect to the period prior to the effective date of termination; (ii) severance payments equal to the Employee’s annual base salary (at the highest rate in effect during the term of this Agreement) payable in equal installments for one year according to the Corporation’s regular pay schedule for salaried employees; (iii) continued participation in the Corporation’s annual and long-term incentive plans (upon the terms in effect immediately prior to such termination) for (A) the full fiscal year in which the termination occurs, payable within 30 days after the end of such fiscal year, and (B) on a pro-rated basis for the period from the beginning of the next fiscal year to the first anniversary of the termination, payable within 30 days after such anniversary; (iv) continued participation in the benefit plans, programs and arrangements (including medical and dental plans) for one year following the termination date; provided, however, that participation in such benefit plans, programs and arrangements shall cease prior to the expiration of such one-year period to the extent the Employee has been offered or actually participates in comparable benefit plans, programs or arrangements with another employer during such period and Employee shall report any such offer or participation to the Corporation; (v) pay ment payment of the cost of COBRA coverage for Employee and his eligible dependents until the earlier of twelve (12) months following the termination of his employment with the Corporation or the time at which Employee becomes eligible for other health and dental insurance coverage; and (vi) reimbursement of expenses incurred by Employee prior to termination. The right to receive severance is not subject to offset for other earnings for Employee and there shall be no duty to mitigate damages. The Corporation shall also cause the Employee to receive all vested and accrued benefits earned by Employee under all employee benefit plans and programs sponsored by the Corporation in which Employee participates. The Employee will not be required to return any signing or similar bonus or compensation upon any Termination Without Cause or Termination for Good Reason or his Death or Disability, notwithstanding any other agreement to the contrary.

Termination Without Cause and Termination for Good Reason. If Employee’s employment is terminated Without Except as provided in Section 7(e), in the event that the Participant incurs a termination of Employment by the Company or a subsidiary thereof without Cause (and not due to death or Disability) or by the Participant for Good Reason, Employee shallthen the portion of the Option that is then outstanding and unvested and that was scheduled to vest during the Participant's Severance Period (as defined below) shall continue to vest during the Participant's Severance Period as follows: on any applicable date during such Severance Period, after executing any portion of the Release Option that would have vested on such date had the Participant remained Employed on such date shall become vested and exercisable on such date notwithstanding the termination of Claims Participant's Employment. Except as provided in Section 7(e), the portion of the Option that is vested and exercisable as of the date of a termination of Employment described in this Section 4 7(c) or that becomes vested and exercisable under this Section 7(c) shall remain exercisable until the earlier of (m), receive (ix) any unpaid Base Salary the later of the 18 month anniversary of a Qualifying Transaction and accrued but unused vacation pay with respect to the period prior to the effective date of termination; (ii) severance payments equal to the Employee’s annual base salary (at the highest rate in effect during the term of this Agreement) payable in equal installments for that is one year according to after the Corporation’s regular pay schedule for salaried employees; last day of the Severance Period and (iii) continued participation in the Corporation’s annual and long-term incentive plans (upon the terms in effect immediately prior to such termination) for (Ay) the full fiscal year in which the termination occurs, payable within 30 days after the end of such fiscal year, and (B) on a pro-rated basis for the period from the beginning of the next fiscal year to the first 10th anniversary of the terminationGrant Date, payable within 30 days after such anniversary; (iv) continued participation in each case, subject to earlier termination in accordance with the benefit plans, programs and arrangements (including medical and dental plans) for one year following terms of the termination datePlan; provided, however, that participation in if such benefit plans, programs and arrangements shall cease termination of Employment occurs prior to the expiration six month anniversary of a Qualifying Transaction, then no portion of the Option shall become exercisable (even if vested) prior to the first date after the 6 month anniversary of the Qualifying Transaction. For purposes of this Agreement, the "Severance Period" shall mean the period during which the Participant is entitled to receive continued payments of the Participant's base salary under an employment agreement or a severance plan, program or agreement as the result of the termination of Employment described in this Section 7(c) (or if such base salary is paid in a lump sum, the number of months of such one-year period base salary that such severance represents). In the case of a termination of Employment by Participant for Good Reason, any portion of the Option that is not scheduled to vest during the Severance Period (disregarding any special vesting relating to a Change in Control), shall be immediately forfeited upon such termination of Employment with no compensation or other payment ​ ​ due to the extent Participant or any other Person, and in the Employee has been offered case of a termination of Employment by the Company or actually participates in comparable benefit plansa subsidiary without Cause (and not due to death or Disability), programs or arrangements with another employer during such period and Employee shall report any such offer or participation to the Corporation; (v) pay ment portion of the cost of COBRA coverage for Employee and his eligible dependents Option that is not scheduled to vest during the Severance Period shall remain outstanding until the earlier of twelve (12) months the 10th anniversary of the Grant Date and the 90th day following the such termination of his employment Employment and shall terminate immediately upon the earlier of such dates if a Change in Control has not occurred by such date, with no compensation or other payment due to the Corporation Participant or the time at which Employee becomes eligible for other health and dental insurance coverage; and (vi) reimbursement of expenses incurred by Employee prior to termination. The right to receive severance is not subject to offset for other earnings for Employee and there shall be no duty to mitigate damages. The Corporation shall also cause the Employee to receive all vested and accrued benefits earned by Employee under all employee benefit plans and programs sponsored by the Corporation in which Employee participates. The Employee will not be required to return any signing or similar bonus or compensation upon any Termination Without Cause or Termination for Good Reason or his Death or Disability, notwithstanding any other agreement to the contraryPerson.

Termination Without Cause and Termination for Good Reason. If Employee’s Prior to the end of the Employment Period, the Company may terminate the Executive's employment is terminated Without under this Agreement for a reason other than Cause or no reason whatsoever (i.e., without Cause). If the Company terminates the Executive's employment without Cause prior to the expiration of the Employment Period, or the Executive terminates his employment with the Company prior to the expiration of the Employment Period for "Good Reason" (as defined below), Employee shall, after executing or the Release of Claims described Company elects not to extend the Employment Period as provided in Section 4 2, the Company shall pay to the Executive an amount equal to two times the Executive's annual cash compensation (m), receive (i) any unpaid Base Salary and accrued but unused vacation pay with respect Bonus) which was paid to the period Executive in the year prior to the effective date of termination; (ii) severance payments equal to the Employee’s annual base salary (at the highest rate in effect during the term of this Agreement) payable in equal installments for one year according to the Corporation’s regular pay schedule for salaried employees; (iii) continued participation in the Corporation’s annual and long-term incentive plans (upon the terms in effect immediately prior to such termination) for (A) the full fiscal year in which his employment was terminated or not extended, provided that, for a termination in 1998 such payment shall be $1,200,000 (the termination occurs"Severance Payment"). The Company may, payable at its option, pay the Severance Payment in a lump sum within 30 days after the end date of termination of employment, or pay the Severance Payment over a twelve month period (commencing effective as of the date of termination of employment) in equal installments in accordance with the Company's payroll policy. If the Company terminates employment of the Executive because he has become disabled such fiscal yearthat he is unable to perform the essential functions of his job (with reasonable accommodation) for a period of not less than 15 consecutive weeks, any such termination shall be deemed to be a termination without Cause pursuant to this Agreement. Similarly, the Executive's employment shall terminate upon his death, and (B) on shall be deemed a pro-rated basis for termination by the period from the beginning Company without Cause, with payments of the next fiscal year Severance Payment hereunder to be made to the first anniversary of the termination, payable within 30 days after such anniversary; (iv) continued participation in the benefit plans, programs and arrangements (including medical and dental plans) for one year following the termination date; provided, however, that participation in such benefit plans, programs and arrangements shall cease prior to the expiration of such one-year period to the extent the Employee has been offered or actually participates in comparable benefit plans, programs or arrangements with another employer during such period and Employee shall report any such offer or participation to the Corporation; (v) pay ment of the cost of COBRA coverage for Employee and his eligible dependents until the earlier of twelve (12) months following the termination of his employment with the Corporation or the time at which Employee becomes eligible for other health and dental insurance coverage; and (vi) reimbursement of expenses incurred by Employee prior to termination. The right to receive severance is not subject to offset for other earnings for Employee and there shall be no duty to mitigate damages. The Corporation shall also cause the Employee to receive all vested and accrued benefits earned by Employee under all employee benefit plans and programs sponsored by the Corporation in which Employee participates. The Employee will not be required to return any signing or similar bonus or compensation upon any Termination Without Cause or Termination for Good Reason or his Death or Disability, notwithstanding any other agreement to the contraryExecutive's estate.