Common use of Termination Without Cause or Good Reason Clause in Contracts

Termination Without Cause or Good Reason. If the Executive’s employment by the Company is terminated by the Company other than for Cause or by the Executive for Good Reason, the Company shall pay or provide the Executive with the following, subject to the provisions of Section 23 hereof: (i) the Accrued Benefits; (ii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, any unpaid Annual Bonus for the completed fiscal year ending immediately prior to termination; (iii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, an amount equal to the Executive’s monthly Base Salary rate as in effect on the date of termination, paid monthly for a period of six (6) months following such termination (the “Severance Period”), provided that any such payment scheduled to occur during the first thirty (30) days (or sixty (60) days, if the Executive is entitled to more than thirty (30) days to consider the release required in Section 8 hereof) following the termination of employment shall not be paid until the first regularly scheduled pay period following the thirtieth (30th) day (or sixtieth (60th) day, if the Executive is entitled to more than thirty (30) days to consider the release required in Section 8 hereof) following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; (iv) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, during the portion of the Severance Period during which the Executive and the Executive’s eligible dependents are eligible for COBRA coverage, reimbursement for the Executive and the Executive’s eligible dependents for their COBRA premiums for coverage under the Company’s medical, dental, vision and prescription drug plans; provided that, in the event that the Executive obtains other employment that offers group health benefits, such reimbursement by the Company under this Section 7(c)(iv) shall immediately cease. Payments and benefits provided in this Section 7(c) shall be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies or programs of any member of the Company Group or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

Termination Without Cause or Good Reason. If If, during the term of this Agreement, the Company terminates the Executive’s 's employment by the Company is terminated by the Company for any reason other than for Cause (as defined in Section 5(c) of this Agreement) or by the Executive terminates his employment for Good Reason, in either event, prior to a "Change of Control" (as defined in Section 5(b)(ii) hereof), the Company shall pay or provide to the Executive with an amount (the following, subject "Severance Payment") equal to the provisions sum of Section 23 hereof: (i) the Accrued Benefits; plus (ii), where (i) subject to is the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, any unpaid Annual Bonus for the completed fiscal year ending immediately prior to termination; (iii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, an amount equal to the Executive’s monthly Base Salary rate 's base salary as in effect on the his date of termination, paid monthly termination multiplied by two (2) and (ii) is two (2) multiplied by Executive's average annual bonus payments for a period of six the three (63) months following such termination (the “Severance Period”), provided that any such payment scheduled to occur during the first thirty (30) days (or sixty (60) days, if the Executive is entitled to more than thirty (30) days to consider the release required in Section 8 hereof) following the termination of employment shall not be paid until the first regularly scheduled pay period following the thirtieth (30th) day (or sixtieth (60th) day, if the Executive is entitled to more than thirty (30) days to consider the release required in Section 8 hereof) following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; (iv) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, during the portion most recently completed fiscal years of the Severance Period during which the Executive and the Executive’s eligible dependents are eligible for COBRA coverage, reimbursement for the Executive and the Executive’s eligible dependents for their COBRA premiums for coverage under the Company’s medical, dental, vision and prescription drug plans; provided thatCompany (or, in the event that the Executive obtains other employment that offers group health benefits, such reimbursement has not been employed by the Company for at least three (3) fiscal years as of the date of his termination, the average sum of Executive's annual bonus payments during Executive's employment with the Company); in the event that the Executive is employed less than one (1) year, this annual bonus amount shall be deemed to be fifty percent (50%) of his annual base salary as in effect on his termination date. For the purposes of this Section 5(a) and Section 5(b) below, the bonus relating to any fiscal year shall be deemed to have been paid in such fiscal year even if the bonus is actually paid in a different fiscal year. If the Executive terminates his employment for Good Reason pursuant to this Section 5(a), he must notify the Board of Directors of the Company in writing of his intent to terminate his employment for Good Reason describing the Good Reason event within forty-five (45) days of the occurrence of the Good Reason event in order to receive a Severance Payment hereunder. If no such written notice is provided by Executive within forty-five (45) days of a Good Reason event, the Executive's consent to the event shall be presumed and no Severance Payment shall be payable on account of the occurrence of the Good Reason event. The amount of any such Severance Payment shall be paid in substantially equal bi-monthly amounts over a period of two (2) years following his date of termination, less any applicable withholding; provided however, that in the event that the Executive becomes employed by any employer, whether as a consultant, employee or otherwise, at any time during such two-year period following his termination of employment, whether or not such employment is comparable in duties and compensation to his position with the Company, the amount payable to the Executive under this Section 7(c)(iv5(a) shall immediately cease. Payments and benefits provided in this Section 7(c) subsequent to any such employment shall be in lieu reduced by the amount of any termination or severance payments or benefits for which salary and bonus payable to the Executive may be eligible under any on account of such employment on a dollar for dollar basis, but such reduction shall not exceed 50% of the plans, policies or programs of any member amount of the Company Group or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulationSeverance Payment.

Termination Without Cause or Good Reason. If the Executive’s employment by the Company is terminated by the Company other than for Cause or by the Executive for Good Reason, the Company shall pay or provide the Executive with the following, subject to the provisions of Section 23 hereof: (i) the Accrued Benefits; (ii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, any unpaid Annual Bonus for the completed fiscal year ending immediately prior to termination; (iii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, an amount equal to the Executive’s monthly Base Salary rate as in effect on the date of termination, paid monthly for a period of six (6) months [which will be increased to twelve (12) months on the first day following twenty-fourth (24) months after the Effective Date] following such termination (the “Severance Period”), provided that any such payment scheduled to occur during the first thirty (30) days (or sixty (60) days, if the Executive is entitled to more than thirty (30) days to consider the release required in Section 8 hereof) following the termination of employment shall not be paid until the first regularly scheduled pay period following the thirtieth (30th) day (or sixtieth (60th) day, if the Executive is entitled to more than thirty (30) days to consider the release required in Section 8 hereof) following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; (iv) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, during the portion of the Severance Period during which the Executive and the Executive’s eligible dependents are eligible for COBRA coverage, reimbursement for the Executive and the Executive’s eligible dependents for their COBRA premiums for coverage under the Company’s medical, dental, vision and prescription drug plans; provided that, in the event that the Executive obtains other employment that offers group health benefits, such reimbursement by the Company under this Section 7(c)(iv) shall immediately cease. (v) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, an amount equal to the executive’s target annual bonus as outlined in section 4, adjusted for the percentage of the year worked prior to the termination. Payments and benefits provided in this Section 7(c) shall be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies or programs of any member of the Company Group or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

Termination Without Cause or Good Reason. If In the Executive’s employment by the Company event that this Agreement is terminated by the Company other than for without Cause or by the Executive Employee for Good Reason, and the Employee executes a separation agreement and general release of legal claims in a form provided by the Company, the Company shall pay or provide the Executive with the following, subject to the provisions of Section 23 hereofEmployee as follows: (ia) payment of a pro-rated bonus for the Accrued Benefits;year of termination, through the date of termination, if any established performance or results criteria have been achieved on a pro-rated basis through that date payable on the 60th day after the date of termination; and (iib) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, any unpaid Annual Bonus for the completed fiscal year ending immediately prior to termination; (iii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, an amount severance pay equal to the Executive’s monthly Base Salary rate as in effect twelve (12) months of Employee's base salary on the date of termination. Severance will be paid out on monthly basis for 12 months, subject to applicable taxes and withholdings, with the amounts to be paid monthly on the first payroll date within the 60-day period following the date of Employee's date of termination on which the Employee's executed release is effective. (c) for a period of six twelve (612) months following such the date of termination, if Employee elects COBRA health, dental and vision care continuation coverage, Employee shall be eligible to continue to receive the medical, dental and vision coverage provided by the Company as of the date of termination (or generally comparable coverage) for himself and, where applicable his spouse and dependents, as the “Severance Period”)same may be changed from time to time for employees of the Company generally provided; that in order to receive such continued coverage. The Company will pay the full cost of such coverage, provided that including any administrative fee, for a 12-month period, or until Employee is eligible for such payment scheduled comparable coverage with a new employer, whichever comes first. (d) No payments or benefits payable to occur during the first thirty (30) days (or sixty (60) days, if the Executive is entitled to more than thirty (30) days to consider the release required in Section 8 hereof) following Employee upon the termination of Employee's employment pursuant to this Section shall be made to Employee unless and until Employee executes a general release in a form satisfactory to the Company and such general release becomes effective pursuant to its terms not later than 60 days following Employee's termination date. Such general release shall be provided to Employee on his termination date and shall not be paid until include additional restrictive covenant obligations than the first regularly scheduled pay period following the thirtieth (30th) day (or sixtieth (60th) day, if the Executive is entitled to more than thirty (30) days to consider the release required in Section 8 hereof) following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; (iv) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, during the portion of the Severance Period during which the Executive and the Executive’s eligible dependents are eligible for COBRA coverage, reimbursement for the Executive and the Executive’s eligible dependents for their COBRA premiums for coverage under the Company’s medical, dental, vision and prescription drug plans; provided that, in the event that the Executive obtains other employment that offers group health benefits, such reimbursement by the Company under this Section 7(c)(iv) shall immediately cease. Payments and benefits provided ones stated in this Section 7(c) shall be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies or programs of any member of the Company Group or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulationAgreement.

Termination Without Cause or Good Reason. Section 7(a) of the Agreement is modified to read in its entirety as follows: (a) Termination Without Cause or Good Reason other than in Connection with a Change of Control. If the Executive’s employment by the Company is terminated by the Company other than for without Cause or by the if Executive resigns for Good Reason, the Company shall pay or provide the Executive and such termination is not in Connection with the followinga Change of Control, then, subject to the provisions of Section 23 hereof: 8, Executive will receive: (i) continued payment of Executive’s Base Salary (subject to applicable tax withholdings) for twelve (12) months, such amounts to be paid in accordance with the Accrued Benefits; Company’s normal payroll policies; (ii) subject the actual earned cash incentive, if any, payable to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, any unpaid Annual Bonus Executive for the completed fiscal year ending immediately prior current year, pro-rated to termination; (iii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, an amount equal to the Executive’s monthly Base Salary rate as in effect on the date of termination, with such pro-rated amount to be calculated by multiplying the current year’s Target Annual Incentive by a fraction with a numerator equal to the number of days inclusive between the start of the current calendar year and the date of termination and a denominator equal to 365, such amounts to be paid monthly at the same time as similar bonus payments are made to the Company’s other Executive officers, and (iii) reimbursement for premiums paid for continued health benefits for Executive (and any eligible dependents) under the Company’s health plans until the earlier of (A) twelve (12) months, payable when such premiums are due (provided Executive validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)), or (B) the date upon which Executive and Executive’s eligible dependents become covered under similar plans; provided, however, that if Executive resigns for Good Reason under subsection (iii)(A) of the definition of Good Reason in Section 10(d), then the continued payment of Base Salary identified above in clause (i) shall be for a period of six (6) months following such termination (months. For purposes of clarity, the “Severance Period”), provided that any such payment scheduled to occur during the first thirty (30) days (or sixty (60) days, if the Executive is entitled to more than thirty (30) days to consider the release required in Section 8 hereof) following the termination of employment Committee shall not be paid until the first regularly scheduled pay period following the thirtieth (30th) day (or sixtieth (60th) day, if the Executive is entitled to more than thirty (30) days to consider the release required in Section 8 hereof) following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; (iv) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, during the portion of the Severance Period during which the Executive and the Executive’s eligible dependents are eligible for COBRA coverage, reimbursement for the Executive and the Executive’s eligible dependents for their COBRA premiums for coverage under the Company’s medical, dental, vision and prescription drug plans; provided thatdetermine, in good faith, the event that the Executive obtains other employment that offers group health benefits, such reimbursement extent to which any cash incentive has been earned by the Company under this Section 7(c)(iv) shall immediately cease. Payments and benefits provided in this Section 7(c) shall be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies or programs of any member of the Company Group or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulationExecutive.

Termination Without Cause or Good Reason. If In the Executive’s employment by the Company event that this Agreement is terminated by the Company other than for without Cause or by the Executive Employee for Good Reason, and the Employee executes a separation agreement and general release of legal claims in a form provided by the Company, the Company shall pay or provide the Executive with the following, subject to the provisions of Section 23 hereofEmployee as follows: (ia) payment of a pro-rated bonus for the Accrued Benefits;year of termination, through the date of termination, if any established performance or results criteria have been achieved on a pro-rated basis through that date payable on the 60th day after the date of termination; and (iib) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, any unpaid Annual Bonus for the completed fiscal year ending immediately prior to termination; (iii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, an amount severance pay equal to the Executivetwelve (12) months of Employee’s monthly Base Salary rate as in effect base salary on the date of termination. Severance will be paid out on monthly basis for 12 months, subject to applicable taxes and withholdings, with the amounts to be paid monthly on the first payroll date within the 60-day period following the date of Employee’s date of termination on which the Employee’s executed release is effective. (c) for a period of six twelve (612) months following such the date of termination, if Employee elects COBRA health, dental and vision care continuation coverage, Employee shall be eligible to continue to receive the medical, dental and vision coverage provided by the Company as of the date of termination (or generally comparable coverage) for himself and, where applicable his spouse and dependents, as the “Severance Period”)same may be changed from time to time for employees of the Company generally provided; that in order to receive such continued coverage, provided that the Company will pay the full cost of such coverage, including any administrative fee, for a 12 month period, or until Employee is eligible for such payment scheduled comparable coverage with a new employer, whichever comes first. (d) No payments or benefits payable to occur during the first thirty (30) days (or sixty (60) days, if the Executive is entitled to more than thirty (30) days to consider the release required in Section 8 hereof) following Employee upon the termination of Employee’s employment pursuant to this Section shall be made to Employee unless and until Employee executes a general release in a form satisfactory to the Company and such general release becomes effective pursuant to its terms not later than 60 days following Employee’s termination date. Such general release shall be provided to Employee on his termination date and shall not be paid until include additional restrictive covenant obligations than the first regularly scheduled pay period following the thirtieth (30th) day (or sixtieth (60th) day, if the Executive is entitled to more than thirty (30) days to consider the release required in Section 8 hereof) following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; (iv) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, during the portion of the Severance Period during which the Executive and the Executive’s eligible dependents are eligible for COBRA coverage, reimbursement for the Executive and the Executive’s eligible dependents for their COBRA premiums for coverage under the Company’s medical, dental, vision and prescription drug plans; provided that, in the event that the Executive obtains other employment that offers group health benefits, such reimbursement by the Company under this Section 7(c)(iv) shall immediately cease. Payments and benefits provided ones stated in this Section 7(c) shall be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies or programs of any member of the Company Group or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulationAgreement.

Termination Without Cause or Good Reason. If the Executive’s your employment by the Company is terminated by the Company Agilysys for any reason other than for Cause Cause, or by the Executive for you due to Good Reason, upon effectiveness of a mutually-agreeable release of claims in favor of the Company shall Company, you will be paid a severance payment equal to two years regular base and the value of two years target bonus annual incentive performance shares (calculated at 100% of target for that year), which will be at the rate applicable to you at the time your employment terminates (the “Severance Payment”), which will be paid during regular pay or provide intervals during the Executive with two year period following the followingTermination Date (“Severance Period”). For example, subject if base salary is $600,000.00, the Severance Payment would be Two Million Four Hundred Thousand dollars ($2,400,000.00) (for clarity, no performance shares will be issued, the payment is in cash). In addition, in any termination pursuant to the provisions this Section 7.B, regardless of Section 23 hereof: when such termination occurs, you will also receive (i) a lump sum payment in cash on the Accrued Benefits; (ii) subject to 60th day following the Executive’s continued compliance with the obligations Termination Date in Sections 8, 9 and 10 hereof, any unpaid Annual Bonus for the completed fiscal year ending immediately prior to termination; (iii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, an amount equal to the Executivetotal after-tax premiums you would be required to pay for 24 months of COBRA continuation coverage under the employer’s monthly Base Salary health benefit plan (i.e., medical, dental and vision coverage), determined using the COBRA premium rate as in effect on for the date level of terminationcoverage that you have in place for you and your dependents immediately prior to the Termination Date, paid monthly for a period regardless of six (6) months following such termination whether you or your dependents elect COBRA (the “Severance PeriodCOBRA Payment”), provided (ii) a lump sum in cash of a pro-rated bonus for the year of termination based on actual performance and without the exercise of negative discretion by the Board, and (iii) twelve (12) months of accelerated vesting of all equity compensation awards that are subject to time or service-based vesting and were unvested and outstanding immediately prior to the Termination Date. The release of claims required by this Section 7.B. will not impose any such payment scheduled post-employment obligations on you other than reasonable non-disparagement obligations and those obligations to occur during the first thirty (30) days (or sixty (60) dayswhich you already have agreed in writing. You will not otherwise be eligible for severance under any Agilysys severance plan. Notwithstanding any other provision of this Agreement, if the Executive is entitled to more than thirty (30) days to consider the release required in Section 8 hereof) following the all cases of termination of employment shall not employment, you will be paid until the first regularly scheduled pay period following the thirtieth (30th) day (or sixtieth (60th) dayaccrued but unpaid base salary, if the Executive is entitled to more than thirty (30) days to consider the release required in Section 8 hereof) following such termination any earned and shall include payment of unused vacation pay, and be reimbursed for any amount that was otherwise scheduled to be paid prior thereto; (iv) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, during the portion of the Severance Period during which the Executive and the Executive’s eligible dependents are eligible for COBRA coverage, reimbursement for the Executive and the Executive’s eligible dependents for their COBRA premiums for coverage under the Company’s medical, dental, vision and prescription drug plans; provided that, in the event that the Executive obtains other employment that offers group health benefits, such reimbursement by the Company under this Section 7(c)(iv) shall immediately cease. Payments and benefits provided in this Section 7(c) shall be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies or programs of any member of the Company Group or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulationunreimbursed expenses.