Common use of Termination without Cause or by Employee for Good Reason Clause in Contracts

Termination without Cause or by Employee for Good Reason. If Employee’s employment is terminated by the Company without Cause which the Company may do at any time prior to the expiration of the Term (it being understood by the Parties that termination by death or Disability shall not constitute termination without Cause), Employee terminates for Good Reason (as defined above), or the Company fails to renew or extend the Term of this Employment Agreement unless such failure to renew or extend is accompanied with a mutually agreeable severance arrangement between the Company and the Employee or is the result of Employee’s voluntary retirement, then Employee shall be entitled (in lieu of the payments referenced in Paragraph 12 below, and not in addition to), only upon the execution and effectiveness of the Release attached hereto and made a part hereof, to continuation of Employee’s Base Salary as of the date immedi­ately preceding the termination for 24 months, payable in accordance with the Company’s normal payroll cycle and procedures. In addition, Employee shall be entitled to outplacement services, provided by the Company, for one year or until other employment is secured, whichever comes first. In the event that there is a breach by Employee of any continuing obligations under this Agreement after termination of employment, any unpaid amounts under this Paragraph 11 shall be forfeited. Any payments or reimbursements under this Paragraph 11 shall not be deemed the continuation of Employee’s employment for any purpose. The Company’s obligations under this Paragraph 11 will not negate or reduce (i) any amounts otherwise due but not yet paid to Employee by the Company, or (ii) any other amounts payable to Employee outside this Agreement, or any other rights that Employee may have, under the terms of any of the applicable Benefit Plans and Stock Plan as in effect on the employment termination date. Further, the Company may, at any time and in its sole discretion, make a lump-sum payment of all amounts, or all remaining amounts, due to Employee under this Paragraph 11.

Termination without Cause or by Employee for Good Reason. (i) If Employee’s employment under this Agreement is terminated by the Company without Cause which the Company may do at any time prior to the expiration of the Term (it being understood Cause, or by the Parties that termination by death or Disability shall not constitute termination without Cause), Employee terminates for Good Reason (as defined abovepursuant to Section 2(e), or the Company fails subject to renew or extend the Term Employee entering into and not revoking a Separation and Release Agreement and releasing all claims in favor of this Employment Agreement unless such failure to renew or extend is accompanied with a mutually agreeable severance arrangement between the Company and its Affiliates pursuant to Section 3(d) below, and Employee fully complying with the Employee or is the result covenants set forth in Sections 4, 5, 6, 7, 8 and 11 of Employee’s voluntary retirementthis Agreement, then Employee shall be entitled to (A) Employee’s base salary and benefits earned through the Termination Date, which have not yet been paid, or provided, by the Company to Employee; plus (B) a bonus payment in lieu an amount calculated as pro-rata portion (based on the number of days elapsed in the current year at the time of the payments referenced in Paragraph 12 belowTermination Date) of the most recent bonus payment actually paid or accrued and payable by the Company to Employee within the previous fourteen (14) months, and not in addition to)if any, only payable upon the execution and effectiveness of the Release attached hereto and made Termination Date; plus (C) a part hereof, severance benefit equal to continuation of Employee’s annual Base Salary as in effect (prior to any salary reduction resulting in Employee terminating employment for Good Reason) at the time of termination (the date immedi­ately preceding amount set forth in Section 3(c)(i)(C) being the termination for 24 months, “Severance Pay”). Severance Pay shall be payable by the Company to Employee in accordance with the Company’s normal customary payroll cycle practices, as in effect from time to time, prorated over a twelve (12) month period, commencing with the first payroll period practicable coinciding with or following the effective date of the Separation and procedures. In addition, Release Agreement between Employee shall be entitled to outplacement services, provided by and the Company, for one year or until other employment is securedprovided however, whichever comes first. In that if the event that there is a breach by Employee of any continuing obligations under this Agreement after termination of employmentRelease Consideration Period (defined below) spans two calendar years, any unpaid amounts under this Paragraph 11 shall be forfeited. Any payments or reimbursements under this Paragraph 11 shall not be deemed the continuation of Employee’s employment for any purpose. The Company’s obligations under this Paragraph 11 will not negate or reduce (i) any amounts otherwise due but not yet paid to Employee by the Company, or (ii) any other amounts payable to Employee outside this Agreement, or any other rights that Employee may have, under the terms of any payment of the applicable Benefit Plans and Stock Plan as in effect on Severance Pay shall commence no earlier than January 1 of the employment termination date. Further, the Company may, at any time and in its sole discretion, make a lump-sum payment of all amounts, or all remaining amounts, due to Employee under this Paragraph 11second calendar year.

Termination without Cause or by Employee for Good Reason. If Employee’s employment is terminated at any time during the Employment Period by the Company without Cause which the Company may do at any time prior to the expiration of the Term (it being understood by the Parties that termination by and not for death or Disability shall not constitute termination without Cause), Disability) or by Employee terminates for Good Reason (as defined above)Reason, or the Company fails subject to renew or extend the Term of this Employment Agreement unless such failure to renew or extend is accompanied with a mutually agreeable severance arrangement between the Company Sections 6.6, 8 and the Employee or is the result of Employee’s voluntary retirement9 hereof, then Employee shall be entitled to (in lieu i) promptly after termination, Employee’s accrued and unpaid Base Salary through the date of the payments referenced in Paragraph 12 belowtermination, and not in addition to), only upon the execution and effectiveness reimbursement of the Release attached hereto and made a part expenses under Section 7 hereof, (ii) an amount equal to continuation twelve (12) months of Employee’s Base Salary and Target Bonus payable, subject to Section 12.6(b) hereof, in equal installments at the same time Base Salary would be paid over the twelve (12) month period following termination if he had remained employed; provided that the first payment shall be made on the sixtieth (60th) day after Employee’s separation from service and shall include payment of any amounts that would otherwise be due prior thereto (unless an earlier payment is permitted pursuant to Code Section 409A and the terms of this Agreement; and provided further that the Company elects to make such earlier payment), (iii) any annual bonus earned with respect to a fiscal year ending prior to the date of such termination but unpaid as of such date, payable at the same time in the year of termination as such payment would be made if Employee continued to be employed by the Company, (iv) a pro-rata portion of Employee’s annual bonus for the fiscal year in which Employee’s termination occurs based on actual corporate results for such year as if Employee had been continually employed throughout the entire fiscal year (determined by multiplying the amount of such annual bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days in such fiscal year through the date immedi­ately preceding of such Employee Initials FJL-B termination and the termination for 24 monthsdenominator of which is 365), payable at the same time during the following calendar year as such payment would have been made if Employee continued to be employed with the Company (v) subject to Section 12(b) hereof and Employee’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to Employee each month an amount equal to the monthly amount of COBRA continuation coverage under the Company’s group medical plans as in effect from time to time less the amount of Employee’s portion of the premium as if Employee was an active employee until the earliest of: (x) eighteen (18) months after the date of Employee’s termination of employment; (y) the date Employee obtains other employment that offers medical benefits for which Employee is then eligible; and (z) the date Employee ceases to be eligible for COBRA coverage, and (vi) any other vested amounts or benefits due to Employee in accordance with the Company’s normal payroll cycle and proceduresbenefit plans, programs or policies (other than severance or Target Bonus). In addition, Employee shall also be entitled to outplacement services, provided by the Company, for one year or until other employment is secured, whichever comes first. In the event that there is a breach by Employee of any continuing obligations under this Agreement after termination of employment, any unpaid amounts under this Paragraph 11 shall be forfeited. Any payments or reimbursements under this Paragraph 11 shall not be deemed the continuation treatment of Employee’s employment for any purpose. The Company’s obligations under this Paragraph 11 will not negate or reduce (i) any amounts otherwise due but not yet paid to Employee by the Company, or (ii) any other amounts payable to Employee outside this Agreement, or any other rights that Employee may have, under the terms of any of equity awards as provided in the applicable Benefit Plans and Stock Plan as in effect on the employment termination date. Further, the Company may, at any time and in its sole discretion, make a lump-sum payment of all amounts, equity plan or all remaining amounts, due to Employee under this Paragraph 11award agreement.