Common use of Termination Without Cause, Disability or Resignation for Good Reason Clause in Contracts

Termination Without Cause, Disability or Resignation for Good Reason. If Executive’s employment is terminated at any time during the Employment Period by the Company without Cause (and not for death) or pursuant to Section 5.2 (Disability) or by Executive for Good Reason (as defined in Section 6.5), subject to Section 6.6 and Section 12.7, Executive shall be entitled to: (a) within thirty (30) days following such termination: (i) payment of Executive’s accrued and unpaid Base Salary; (ii) reimbursement of expenses under Section 7 hereof; and (iii) payment for accrued and unused vacation days, in each case accrued as of the date of termination; (b) and: (i) if such termination occurs other than within the time periods specified in Section 6.1(b)(ii) below – an amount equal to one (1) times Executive’s Base Salary and target Annual Cash Incentive at the time of termination of employment, payable in a single lump sum payment on the Company’s next regularly scheduled payroll date following the sixtieth (60th) day after Executive’s termination of employment, provided that such payments are subject to the provisions of Sections 6.6 and 12.7; (ii) if such termination occurs during the twenty-four (24) month period following a Change in Control or within the twenty-four (24) month period following the Effective Date: (A) an amount equal to two and one half (2.5) times Executive’s Base Salary and target Annual Cash Incentive, payable in a single lump sum payment on the Company’s next regularly scheduled payroll date following the sixtieth (60th) day after Executive’s termination of employment, provided that such payments are subject to the provisions of Sections 6.6 and 12.7; and (B) full and immediate vesting in all of Executive’s equity awards under the Stock Incentive Plan and all Rollover Equity, in each case, then held by Executive as of the date of such termination provided further that any equity awards conditioned upon performance criteria, goals or objectives that so vest fully and immediately upon such a termination shall be payable at target. (iii) if such termination occurs following a Disability under Section 5.2 – monetary payments actually received by Executive from a bona fide short-term or long-term disability plan maintained by the Company shall be used to reduce any payment made by the Company pursuant to this Section 6.1(b) on a dollar for dollar basis; provided that: (w) the disability plan payments qualify as “disability pay” under Treasury Regulation Section 31.3121(v)(2)-1(b) (4)(iv)(C); (x) such reduction does not otherwise affect the time of payment of such Base Salary or the provision of benefits; (y) the disability plan covers a substantial number of employees and, was in effect before Executive became Disabled; and (z) any subsequent amendment of such plan or any change in the benefits payable under such plan results from actions taken by an independent third party or, if taken by the Company that they are generally applicable to a substantial number of other employees; (c) any Annual Cash Incentive award earned with respect to a calendar year ending on or prior to the date of such termination of employment but unpaid as of such date, shall be payable at the same time such payment would be made if Executive continued to be employed by the Company; (d) a pro-rata portion of Executive’s Annual Cash Incentive award for the calendar year in which Executive’s termination of employment occurs (determined by multiplying the amount of such Annual Cash Incentive, measured pursuant to the metrics established by the Board, that would be due for the full calendar year, by a fraction, the numerator of which is the number of days during the calendar year of termination that Executive is employed with the Company and the denominator of which is 365 based on actual performance) and payable at the same time that other senior executives of the Company receive bonus payments in respect of the calendar year in which such termination occurs, but in no event later than March 15 of the calendar year following the end of the calendar year to which such cash incentive award relates. (e) an after-tax lump sum amount equal to twelve (12) months of premiums for continuation coverage under Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended, and Section 4980B of the Code, as amended (“COBRA”) under the Company’s group medical plans as in effect from time to time, less the amount of Executive’s portion of such premiums determined as if Executive were an active employee, provided, that to the extent any such termination occurs during the twenty-four- (24-) month period following either a Change in Control or the Effective Date, such lump sum shall be calculated based on thirty- (30-) months of premiums. (f) if such termination is the result of a termination by the Company without Cause, Disability, or resignation by Executive for Good Reason (and without limitation of Section 6.1(b)(ii) above), then, subject to Executive executing a general release of all claims as set forth in Section 6.6, Executive shall become fully vested in the Rollover Equity awards and any equity awards granted under the Stock Incentive Plan made following the Effective Date, in each case that are scheduled to vest within the eighteen- (18-) month period following Executive’s date of termination. Other than as set forth below in the context of stock options, Executive shall receive payments on the payment date as provided in the applicable award agreement as if Executive were employed by the Company on the relevant payment date. All such equity awards shall be paid or vest pursuant to the terms of the original award agreements, but without regard to any continuing employment requirements or proration. Stock options that vest within the eighteen- (18-) month post termination period will terminate thirty (30) calendar days after the vesting date unless exercised by the Executive. Such equity awards that are scheduled to vest (in whole or in part) after the eighteen- (18-) month period following Executive’s date of termination as described above in this paragraph (f), shall vest and be paid only in accordance with the terms of the applicable award and the terms of the Stock Incentive Plan.

Termination Without Cause, Disability or Resignation for Good Reason. If Executive’s employment is terminated at any time during the Employment Period by the Company without Cause (and not for death) or pursuant to Section 5.2 (Disability) or by Executive for Good Reason (as defined in Section 6.5), subject to Section 6.6 and Section 12.7, Executive shall be entitled to: (a) within thirty (30) days following such termination: (i) payment of Executive’s accrued and unpaid Base Salary; (ii) reimbursement of expenses under Section 7 hereof; and (iii) payment for accrued and unused vacation days, in each case accrued as of the date of termination; (b) and: (i) if such termination occurs other than within the time periods specified in Section 6.1(b)(ii) below – an amount equal to one two (12) times Executive’s Base Salary and target Annual Cash Incentive at the time of termination of employment, payable in a single lump sum payment on the Company’s next regularly scheduled payroll date following the sixtieth (60th) day after Executive’s termination of employment, provided that such payments are subject to the provisions of Sections 6.6 and 12.7; (ii) if such termination occurs during the twenty-four (24) month period following a Change in Control or within the twenty-four (24) month period following the Effective Date: (A) an amount equal to two and one half three (2.53) times Executive’s Base Salary and target Annual Cash Incentive, payable in a single lump sum payment on the Company’s next regularly scheduled payroll date following the sixtieth (60th) day after Executive’s termination of employment, provided that such payments are subject to the provisions of Sections 6.6 and 12.7; and (B) full and immediate vesting in all of Executive’s equity awards under the Stock Incentive Plan and all Rollover Equity, in each case, then held by Executive as of the date of such termination provided further that any equity awards conditioned upon performance criteria, goals or objectives that so vest fully and immediately upon such a termination shall be payable at target. (iii) if such termination occurs following a Disability under Section 5.2 – monetary payments actually received by Executive from a bona fide short-term or long-term disability plan maintained by the Company shall be used to reduce any payment made by the Company pursuant to this Section 6.1(b) on a dollar for dollar basis; provided that: (w) the disability plan payments qualify as “disability pay” under Treasury Regulation Section 31.3121(v)(2)-1(b) (4)(iv)(C); (x) such reduction does not otherwise affect the time of payment of such Base Salary or the provision of benefits; (y) the disability plan covers a substantial number of employees and, was in effect before Executive became Disabled; and (z) any subsequent amendment of such plan or any change in the benefits payable under such plan results from actions taken by an independent third party or, if taken by the Company that they are generally applicable to a substantial number of other employees; (c) any Annual Cash Incentive award earned with respect to a calendar year ending on or prior to the date of such termination of employment but unpaid as of such date, shall be payable at the same time such payment would be made if Executive continued to be employed by the Company; (d) a pro-rata portion of Executive’s Annual Cash Incentive award for the calendar year in which Executive’s termination of employment occurs (determined by multiplying the amount of such Annual Cash Incentive, measured pursuant to the metrics established by the Board, that would be due for the full calendar year, by a fraction, the numerator of which is the number of days during the calendar year of termination that Executive is employed with the Company and the denominator of which is 365 based on actual performance) and payable at the same time that other senior executives of the Company receive bonus payments in respect of the calendar year in which such termination occurs, but in no event later than March 15 of the calendar year following the end of the calendar year to which such cash incentive award relates. (e) an after-tax lump sum amount equal to twelve twenty four (1224) months of premiums for continuation coverage under Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended, and Section 4980B of the Code, as amended (“COBRA”) under the Company’s group medical plans as in effect from time to time, less the amount of Executive’s portion of such premiums determined as if Executive were an active employee, provided, that to the extent any such termination occurs during the twenty-four- (24-) month period following either a Change in Control or the Effective Date, such lump sum shall be calculated based on thirty- thirty-six- (30-36-) months of premiums. (f) if such termination is the result of a termination by the Company without Cause, Disability, or resignation by Executive for Good Reason (and without limitation of Section 6.1(b)(ii) above), then, subject to Executive executing a general release of all claims as set forth in Section 6.6, Executive shall become fully vested in the Rollover Equity awards and any equity awards granted under the Stock Incentive Plan made following the Effective Date, in each case that are scheduled to vest within the eighteen- (18-) month period following Executive’s date of termination. Other than as set forth below in the context of stock options, Executive shall receive payments on the payment date as provided in the applicable award agreement as if Executive were employed by the Company on the relevant payment date. All such equity awards shall be paid or vest pursuant to the terms of the original award agreements, but without regard to any continuing employment requirements or proration. Stock options that vest within the eighteen- (18-) month post termination period will terminate thirty (30) calendar days after the vesting date unless exercised by the Executive. Such equity awards that are scheduled to vest (in whole or in part) after the eighteen- (18-) month period following Executive’s date of termination as described above in this paragraph (f), shall vest and be paid only in accordance with the terms of the applicable award and the terms of the Stock Incentive Plan.