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

Termination Without Cause or Resignation for Good Cause. In the event the Corporation terminates the Executive's employment under this Agreement without cause or the Executive resigns for Good Cause pursuant to Section 5(d), (i) and for the twelve month period immediately preceding the effective date of termination the Corporation had positive net income, upon the Executive's prior voluntary execution of a written release (to be drafted and provided by the Corporation) of any and all claims, including without limitation any claims for lost wages or benefits, stock options, compensatory damages, punitive damages, attorneys' fees, equitable relief, or any other form of damages or relief (excluding claims for amounts which may be payable pursuant to this Agreement) the Executive may assert against the Corporation which release shall be mutually agreed upon by the Corporation and the Executive: (A) the Corporation shall pay the Executive in accordance with the provisions of paragraph 3 any compensation and benefits (including any earned portions of the Incentive Bonus Amount, the Executive Loan Forgiveness and the EBITDA Bonus) owed to the Executive through the effective date of termination; (B) the Executive shall be entitled to receive all payment of his salary (as of the effective date of termination) in accordance with the provisions of subparagraph 3(a) for the lesser of (1) twelve months or (2) the remainder of the Employment Period; (C) the Executive shall be entitled to receive any Incentive Bonus Amount if and when earned in accordance with the provisions of subparagraph 3(b) through the remainder of the Employment Period; and (D) the Executive shall be entitled to receive the greater amount of (1) the actual Executive Loan Forgiveness and EBITDA Bonus earned in accordance with the provisions of (c) during the Employment Period or (2) the amount of any Executive Loan Forgiveness and EBITDA Bonus earned by the Executive in accordance with the provisions of subparagraph 3(c) prior to the effective date of termination, first DIVIDED BY the actual number of days the Executive was employed by the Corporation, then MULTIPLIED BY the total number of days contained in the Employment Period, in either case excluding any amounts of Executive Loan Forgiveness or EBITDA Bonus distributed to the Executive pursuant to Section 5(a)(i)(A) above; or (ii) for the twelve month period immediately preceding the effective date of termination the Corporation had a net loss, upon the Executive's prior voluntary execution of a written release (to be drafted and provided by the Corporation) of any and all claims, including without limitation any claims for lost wages or benefits, stock options, compensatory damages, punitive damages, attorneys' fees, equitable relief, or any other form of damages or relief (excluding claims for amounts which may be payable pursuant to this Agreement) the Executive may assert against the Corporation; (A) the Corporation shall pay the Executive in accordance with the provisions of paragraph 3 any compensation and benefits (including any earned portions of the Incentive Bonus Amount, the Executive Loan Forgiveness and the EBITDA Bonus) owed to the Executive through the effective date of termination; (B) the Executive shall be entitled to receive all payment of his salary (as of the effective date of termination) in accordance with the provisions of subparagraph 3(a) for the lesser of (1) twelve months or (2) the remainder of the Employment Period; (C) the Executive shall be entitled to receive any Incentive Bonus Amount if and when earned in accordance with the provisions of subparagraph 3(b) through the remainder of the Employment Period; and (D) the Executive shall be entitled to receive any Executive Loan Forgiveness and EBITDA Bonus if and when earned in accordance with the provisions of subparagraph 3(c) through the remainder of the Employment Period.

Termination Without Cause or Resignation for Good Cause. In the event the Corporation terminates the Executive's employment under this Agreement without cause or the Executive resigns for Good Cause pursuant to Section 5(d), (i) and for the twelve month period immediately preceding the effective date of termination the Corporation had positive net income, upon the Executive's prior voluntary execution of a written release (to be drafted and provided by the Corporation) of any and all claims, including without limitation any claims for lost wages or benefits, stock options, compensatory damages, punitive damages, attorneys' fees, equitable relief, or any other form of damages or relief (excluding claims for amounts which may be payable pursuant to this Agreement) the Executive may assert against the Corporation which release shall be mutually agreed upon by the Corporation and the Executive: , (A) the Corporation shall pay the Executive in accordance with the provisions of paragraph 3 any compensation and benefits (benefits, including any earned portions of the Incentive Bonus Amount, the Executive Loan Forgiveness Amount and the EBITDA Bonus) earned Options owed to the Executive through the effective date of termination; , (B) the Executive shall be entitled to receive all payment of his salary (as of the effective date of termination) in accordance with the provisions of subparagraph 3(a) for the lesser of (1) twelve months or (2) the remainder of the Employment Period; (C) the Executive shall be entitled to receive any Incentive Bonus Amount if and when earned in accordance with the provisions of subparagraph 3(b3(c) through the remainder of the Employment Period; and , and (DC) the Executive shall be entitled to receive the greater amount that number of (1) the actual Executive Loan Forgiveness Options, if and EBITDA Bonus when earned in accordance with the provisions of (c) during the Employment Period or (2) the amount of any Executive Loan Forgiveness and EBITDA Bonus earned by the Executive in accordance with the provisions of subparagraph 3(c3(d) prior to through the effective date remainder of termination, first DIVIDED BY the actual number of days the Executive was employed by the Corporation, then MULTIPLIED BY the total number of days contained in the Employment Period, in either case excluding any amounts of Executive Loan Forgiveness or EBITDA Bonus distributed to the Executive pursuant to Section 5(a)(i)(A) above; or (ii) for the twelve month period immediately preceding the effective date of termination the Corporation had a net loss, upon the Executive's prior voluntary execution of a written release (to be drafted and provided by the Corporation) of any and all claims, including without limitation any claims for lost wages or benefits, stock options, compensatory damages, punitive damages, attorneys' fees, equitable relief, or any other form of damages or relief (excluding claims for amounts which may be payable pursuant to this Agreement) the Executive may assert against the Corporation; , (A) the Corporation shall pay the Executive in accordance with the provisions of paragraph 3 any compensation and benefits (benefits, including any earned portions of the Incentive Bonus Amount, the Executive Loan Forgiveness Amount and the EBITDA Bonus) earned Options owed to the Executive through the effective date of termination; , (B) the Executive shall be entitled to receive all payment of his salary (as of the effective date of termination) in accordance with the provisions of subparagraph 3(a) for the lesser of (1) twelve months or (2) the remainder of the Employment Period; (C) the Executive shall be entitled to receive any Incentive Bonus Amount if and when earned in accordance with the provisions of subparagraph 3(b3(c) through the remainder of the Employment Period; and , and (DC) the Executive shall be entitled to receive any Executive Loan Forgiveness and EBITDA Bonus that number of Options, if and when earned in accordance with the provisions of subparagraph 3(c3(d) through the remainder of the Employment Period.

Termination Without Cause or Resignation for Good Cause. In the event the Corporation terminates the Executive's employment under this Agreement without cause or the Executive resigns for Good Cause pursuant to Section 5(d), , (i) and for the twelve month period immediately preceding the effective date of termination the Corporation had positive net income, upon the Executive's prior voluntary execution of a written release (to be drafted and provided by the Corporation) of any and all claims, including without limitation any claims for lost wages or benefits, stock options, compensatory damages, punitive damages, attorneys' fees, equitable relief, or any other form of damages or relief (excluding claims for amounts which may be payable pursuant to this Agreement) the Executive may assert against the Corporation which release shall be mutually agreed upon by the Corporation and the Executive: (A) the Corporation shall pay the Executive in accordance with the provisions of paragraph 3 any compensation and benefits (including any earned portions of the Incentive Bonus Amount, the Executive Loan Forgiveness and the EBITDA Bonus) owed to the Executive through the effective date of termination; (B) the Executive shall be entitled to receive all payment of his salary (as of the effective date of termination) in accordance with the provisions of subparagraph 3(a) for the lesser of (1) twelve months or (2) the remainder of the Employment Period; ; (C) the Executive shall be entitled to receive any Incentive Bonus Amount if and when earned in accordance with the provisions of subparagraph 3(b) through the remainder of the Employment Period; and (D) the Executive shall be entitled to receive the greater amount of (1) the actual Executive Loan Forgiveness and EBITDA Bonus earned in accordance with the provisions of (c) during the Employment Period or (2) the amount of any Executive Loan Forgiveness and EBITDA Bonus earned by the Executive in accordance with the provisions of subparagraph 3(c) prior to the effective date of termination, first DIVIDED BY the actual number of days the Executive was employed by the Corporation, then MULTIPLIED BY the total number of days contained in the Employment Period, in either case excluding any amounts of Executive Loan Forgiveness or EBITDA Bonus distributed to the Executive pursuant to Section 5(a)(i)(A) above; or (ii) for the twelve month period immediately preceding the effective date of termination the Corporation had a net loss, upon the Executive's prior voluntary execution of a written release (to be drafted and provided by the Corporation) of any and all claims, including without limitation any claims for lost wages or benefits, stock options, compensatory damages, punitive damages, attorneys' fees, equitable relief, or any other form of damages or relief (excluding claims for amounts which may be payable pursuant to this Agreement) the Executive may assert against the Corporation; (A) the Corporation shall pay the Executive in accordance with the provisions of paragraph 3 any compensation and benefits (including any earned portions of the Incentive Bonus Amount, the Executive Loan Forgiveness and the EBITDA Bonus) owed to the Executive through the effective date of termination; (B) the Executive shall be entitled to receive all payment of his salary (as of the effective date of termination) in accordance with the provisions of subparagraph 3(a) for the lesser of (1) twelve months or (2) the remainder of the Employment Period; (C) the Executive shall be entitled to receive any Incentive Bonus Amount if and when earned in accordance with the provisions of subparagraph 3(b) through the remainder of the Employment Period; and (D) the Executive shall be entitled to receive any Executive Loan Forgiveness and EBITDA Bonus if and when earned in accordance with the provisions of subparagraph 3(c) through the remainder of the Employment Period.

Termination Without Cause or Resignation for Good Cause. In the event the Corporation terminates the Executive's employment under this Agreement without cause or the Executive resigns for Good Cause pursuant to Section 5(d), (i) and for the twelve month period immediately preceding the effective date of termination the Corporation had positive net income, upon the Executive's prior voluntary execution of a written release (to be drafted and provided by the Corporation) of any and all claims, including without limitation any claims for lost wages or benefits, stock options, compensatory damages, punitive damages, attorneys' fees, equitable relief, or any other form of damages or relief (excluding claims for amounts which may be payable pursuant to this Agreement) the Executive may assert against the Corporation which release shall be mutually agreed upon by the Corporation and the Executive: (A) the Corporation shall pay the Executive in accordance with the provisions of paragraph 3 any compensation and benefits (including any earned portions of the Incentive Bonus Amount, the Executive Loan Forgiveness and the EBITDA Bonus) owed to the Executive through the effective date of termination; (B) the Executive shall be entitled to receive all payment of his salary (as of the effective date of termination) in accordance with the provisions of subparagraph 3(a) for the lesser of (1) twelve months or (2) the remainder of the Employment Period; (C) the Executive shall be entitled to receive any Incentive Bonus Amount if and when earned in accordance with the provisions of subparagraph 3(b) through the remainder of the Employment Period; and (D) the Executive shall be entitled to receive the greater amount of (1) the actual Executive Loan Forgiveness and EBITDA Bonus earned in accordance with the provisions of (cof subparagraph 3(c) during the Employment Period or (2) the amount of any Executive Loan Forgiveness and EBITDA Bonus earned by the Executive in accordance with the provisions of subparagraph 3(c) prior to the effective date of termination, first DIVIDED BY divided by the actual number of days the Executive was employed by the Corporation, then MULTIPLIED BY multiplied by the total number of days contained in the Employment Period, in either case excluding any amounts of Executive Loan Forgiveness or EBITDA Bonus distributed to the Executive pursuant to Section 5(a)(i)(A) above; or (ii) for the twelve month period immediately preceding the effective date of termination the Corporation had a net loss, upon the Executive's prior voluntary execution of a written release (to be drafted and provided by the Corporation) of any and all claims, including without limitation any claims for lost wages or benefits, stock options, compensatory damages, punitive damages, attorneys' fees, equitable relief, or any other form of damages or relief (excluding claims for amounts which may be payable pursuant to this Agreement) the Executive may assert against the Corporation; (A) the Corporation shall pay the Executive in accordance with the provisions of paragraph 3 any compensation and benefits (including any earned portions of the Incentive Bonus Amount, the Executive Loan Forgiveness and the EBITDA Bonus) owed to the Executive through the effective date of termination; (B) the Executive shall be entitled to receive all payment of his salary (as of the effective date of termination) in accordance with the provisions of subparagraph 3(a) for the lesser of (1) twelve months or (2) the remainder of the Employment Period; (C) the Executive shall be entitled to receive any Incentive Bonus Amount if and when earned in accordance with the provisions of subparagraph 3(b) through the remainder of the Employment Period; and (D) the Executive shall be entitled to receive any Executive Loan Forgiveness and EBITDA Bonus if and when earned in accordance with the provisions of subparagraph 3(c) through the remainder of the Employment Period.