Common use of Termination Without Cause, Etc Clause in Contracts

Termination Without Cause, Etc. If Executive’s employment hereunder is terminated: (a) by the Company without Cause; (b) by the Executive for Good Reason; (c) by the Executive for any reason after the Company’s delivery of a Notice of Non-Renewal; or (d) within twelve (12) months following a Change of Control (as defined below) (A) by the Company without Cause or (B) by Executive for Good Reason or for any reason after the Company’s delivery of a Notice of Non-Renewal; then the Company will pay Executive subject to his compliance with the agreements referred to or set forth in Section 4: (x) any unpaid base salary through the date of termination, and any accrued vacation pay; and (y) severance pay equal to twelve (12) months’ base salary at the salary rate in effect on the date of termination; provided, however, that in the case of a termination pursuant to Section 5.2(d), such severance pay shall be equal to twenty-four (24) months’ base salary at the rate in effect on the date of termination. Subject to the provisions of Section 6.10(b), any severance payable pursuant to this Section 5.2 shall be paid in equal installments in accordance with the Company’s payroll payment schedule in effect on the date Executive’s employment terminates, provided that any such payment that would (absent this proviso) be made less than sixty (60) days after the date Executive’s employment terminates shall instead be paid on the sixtieth (60th) day after the date Executive’s employment terminates. It is a condition precedent to the Company’s obligation to make any severance payments to Executive pursuant to this Section 5.2 that Executive executes a general release, in form and substance acceptable to the Board, in favor of the Company, the members of the Board and its other affiliates releasing all claims arising out of Executive’s employment and his termination of employment, and that such release shall be executed (and no longer subject to revocation, if applicable) within sixty (60) days following the date Executive’s employment terminates.

Termination Without Cause, Etc. If Executive’s employment hereunder is terminated: (a) by the Company without Cause; (b) by the Executive for Good ReasonReason (as defined below); (c) by the Executive for any reason after the Company’s delivery of a Notice of Non-Renewal; or; (d) within twelve (12) months following a Change of Control (as defined below) ), (A) by the Company without Cause or (B) by Executive for Good Reason or for any reason after the Company’s delivery of a Notice of Non-Renewal; or (e) within twelve (12) months following a Change of Control (as defined below), by Executive without Good Reason; then the Company will pay Executive subject to his compliance with the agreements referred to or set forth in Section 4: (xi) any unpaid base salary through the date of termination, and any accrued vacation paypay and any accrued and vested benefits under the Company’s employee benefit plans in accordance with the terms thereof; and (yii) severance pay equal to twelve (12) months’ base salary at the salary rate in effect on the date of termination; provided, however, that in the case of a termination pursuant to Section 5.2(d)) only, such severance pay shall be equal to twenty-four (24) months’ base salary at the rate in effect on the date of termination. ; Subject to the provisions of Section 6.10(b), any severance payable pursuant to this Section 5.2 shall be paid in equal installments in accordance with the Company’s payroll payment schedule in effect on the date Executive’s employment terminates, provided that any such payment that would (absent this proviso) be made less than sixty (60) days after the date Executive’s employment terminates shall instead be paid on the sixtieth (60th) day after the date Executive’s employment terminates. It is a condition precedent to the Company’s obligation to make any severance payments to Executive pursuant to this Section 5.2 that Executive executes a general release, in form and substance acceptable to the Board, in favor of the Company, the members of the Board and its other affiliates releasing all claims arising out of Executive’s employment and his termination of employment, and that such release shall be executed (and no longer subject to revocation, if applicable) within sixty (60) days following the date Executive’s employment terminates.

Termination Without Cause, Etc. If Executive’s employment hereunder is terminated: (a) by the Company without Cause; (b) by the Executive for Good Reason; (c) by the Executive for any reason after the Company’s delivery of a Notice of Non-Renewal; or (dc) within twelve (12) months following or one (1) month prior to a Change of Control (as defined below) (A) by the Company without Cause or (B) by Executive for Good Reason or for any reason after the Company’s delivery of a Notice of Non-RenewalReason; then the Company will pay Executive or provide to Executive, subject (except with respect to the Accrued Obligations) to his compliance with the agreements referred to or set forth in Section 4: (xi) any unpaid base salary through the date of termination, and any accrued vacation payAccrued Obligations; and (yii) severance pay equal to twelve (12) months’ base salary Base Salary at the salary rate in effect on the date of terminationtermination (but without regard to any reduction that constituted Good Reason); provided, however, that in the case of a termination pursuant to Section 5.2(d5.2(c), such severance pay shall be equal to twenty-four (24) months’ base salary Base Salary at the rate in effect on the date of termination. (iii) senior executive level career transition services, provided for a period of twelve (12) months at the Company’s expense by a reputable provider selected by the Executive with the Company’s consent, which shall not be unreasonably withheld, up to a maximum cost of $50,000. Subject to the provisions of Section 6.10(b), any severance payable pursuant to this Section 5.2 shall be paid in equal installments in accordance with the Company’s payroll payment schedule in effect on the date Executive’s employment terminates, provided that any such payment that would (absent this proviso) be made less than sixty (60) days after the date Executive’s employment terminates shall instead be paid on the sixtieth (60th) day after the date Executive’s employment terminates. It is a condition precedent to the Company’s obligation to make any severance payments to Executive pursuant to this Section 5.2 (other than the Accrued Obligation) that Executive executes a general release, in form and substance acceptable to the Board, in favor of the Company, the members of the Board and its other affiliates releasing all claims arising out of Executive’s employment and his termination of employmentemployment other than his right to payment, if any, pursuant to this Section 5.2 and his right to indemnification pursuant to Section 8, and that such release shall be executed (and no longer subject to revocation, if applicable) within sixty (60) days following the date Executive’s employment terminates. Such release shall be on the terms and in the form customarily used by the Company for departing senior executives, shall be furnished to Executive not more than ten (10) days after the date of termination, and shall not impose any restrictive covenants on Executive following termination other than those set forth or referred to in Section 4. The Executive shall not be required to seek or accept other employment or otherwise to mitigate damages as a condition to receipt of the severance benefits described in this Section 5.2, and such benefits shall not be reduced or offset by any compensation or other amounts received from any other source.

Termination Without Cause, Etc. If Executive’s employment hereunder is terminated: (a) by the Company without Cause; (b) by the Executive for Good Reason; (c) by the Executive for any reason after the Company’s delivery of a Notice of Non-Renewal; or (d) within twelve (12) months following a Change of Control (as defined below) (A) by the Company without Cause or (B) by Executive for Good Reason or for any reason after the Company’s delivery of a Notice of Non-Renewal; then the Company will pay Executive subject to his compliance with the agreements referred to or set forth in Section 4: (x) any unpaid base salary through the date of termination, and any accrued vacation paypay and unreimbursed business expenses incurred prior to the date of termination; and (y) severance pay equal to twelve (12) months’ base salary at the salary rate in effect on the date of termination; provided,, however, that in the case of a termination pursuant to Section 5.2(d), such severance pay shall be equal to twenty-four (24) months’ base salary at the rate in effect on the date of termination. Subject to the provisions of Section 6.10(b), any severance payable pursuant to this Section 5.2 shall be paid in equal installments in accordance with the Company’s payroll payment schedule in effect on the date Executive’s employment terminates, provided that any such payment that would (absent this proviso) be made less than sixty (60) days after the date Executive’s employment terminates shall instead be paid on the sixtieth (60th) day after the date Executive’s employment terminates. It is a condition precedent to the Company’s obligation to make any severance payments to Executive pursuant to this Section 5.2 that Executive executes a general release, in form and substance acceptable to the Board, in favor of the Company, the members of the Board and its other affiliates releasing all claims arising out of Executive’s employment and his termination of employment, and that such release shall be executed (and no longer subject to revocation, if applicable) within sixty (60) days following the date Executive’s employment terminates.

Termination Without Cause, Etc. If Executive’s employment hereunder is terminated: (a) by the Company without Cause; (b) by the Executive for Good Reason; (c) by the Executive for any reason after the Company’s delivery of a Notice of Non-Renewal; or (d) within twelve (12) months following a Change of Control (as defined below) (A) by the Company without Cause or (B) by Executive for Good Reason or for any reason after the Company’s delivery of a Notice of Non-Renewal; then the Company will pay Executive subject to his compliance with the agreements referred to or set forth in Section 4: (x) any unpaid base salary through the date of termination, and any accrued vacation pay; and (y) severance pay equal to twelve (12) months’ base salary at the salary rate in effect on the date of termination; provided, however, that in the case of a termination pursuant to Section 5.2(a) during the first year of the initial term (but only the first year) or 5.2(d)) at any time, such severance pay shall be equal to twenty-four (24) months’ base salary at the rate in effect on the date of termination. Subject to the provisions of Section 6.10(b), any severance payable pursuant to this Section 5.2 shall be paid in equal installments in accordance with the Company’s payroll payment schedule in effect on the date Executive’s employment terminates, provided that any such payment that would (absent this proviso) be made less than sixty (60) days after the date Executive’s employment terminates shall instead be paid on the sixtieth (60th) day after the date Executive’s employment terminates. It is a condition precedent to the Company’s obligation to make any severance payments to Executive pursuant to this Section 5.2 that Executive executes a general release, in form and substance acceptable to the Board, in favor of the Company, the members of the Board and its other affiliates releasing all claims arising out of Executive’s employment and his termination of employment, and that such release shall be executed (and no longer subject to revocation, if applicable) within sixty (60) days following the date Executive’s employment terminates.