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

Termination Without Cause or Termination by Executive for Good Reason. If Executive’s employment is terminated at any time by the Company without Cause (and not for death or Disability) or by Executive for Good Reason, subject to Section 6.6 hereof, Executive shall be entitled to: (a) within thirty (30) days following such termination, payment of Executive’s accrued and unpaid Base Salary and reimbursement of expenses under Section 7 hereof in each case accrued through the date of termination; (b) subject to Sections 6.6 and 12.7(b) hereof, an amount equal to Executive’s monthly Base Salary plus Target Cash Bonus through the end of the Restriction Period (as defined in Section 8.1) payable at the same time such Base Salary would have otherwise been payable if Executive had remained employed with the Company; provided that the first payment shall be made on the next regularly scheduled payroll date following the sixtieth (60th) day after Executive’s “termination of employment” and shall include payment of any amounts that would otherwise be due prior thereto; (c) any Cash Bonus actually earned with respect to a full 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 Executive continued to be employed by the Company: (d) subject to Sections 6.6 and 12.7(b) hereof and Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to Executive each month an amount equal to the monthly amount of the COBRA continuation coverage premium under the Company’s group medical plans as in effect from time to time until the earliest of: (i) the expiration of the Restriction Period; (ii) the date Executive is no longer eligible for benefits under COBRA; or (iii) the date Executive first becomes eligible for coverage of the same general category under another plan, program or other arrangement of any type or description, without regard to whether the Executive neglects, refuses or otherwise fails to take any action required for enrollment in such other plan, program or other arrangement, provided, that the first payment of any amount described in this Section 6.1(e) shall be paid on the sixtieth (60th) day following Executive’s termination of employment and shall include any amounts due prior thereto.

Termination Without Cause or Termination by Executive for Good Reason. If Executive’s employment is terminated at any time by the Company without Cause (and not for death or Disability) or by Executive for Good Reason, subject to Section 6.6 hereof, Executive shall be entitled to: (a) within thirty (30) days following such termination, payment of Executive’s accrued and unpaid Base Salary and reimbursement of expenses under Section 7 hereof in each case accrued through the date of termination; (b) subject to Sections 6.6 and Section 12.7(b) hereof, an amount equal to Executive’s monthly Base Salary plus Target Cash Bonus through the end of the Restriction Period (as defined in Section 8.1) payable at the same time such Base Salary would have otherwise been payable if Executive had remained employed with the Company; provided that the first payment shall be made on the next regularly scheduled payroll date following the sixtieth (60th) day after Executive’s “termination of employment” and shall include payment of any amounts that would otherwise be due prior thereto; (c) any Cash Bonus actually earned with respect to a full 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 Executive continued to be employed by the Company:; (d) subject to Sections 6.6 the satisfaction of performance criteria set by the Company in accordance with Section 4.2, a pro-rata portion of Executive’s Cash Bonus actually earned for the fiscal year in which Executive’s termination occurs (determined by multiplying the amount of the Cash Bonus that would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination that Executive is employed with the Company and the denominator of which is 365), payable at the same time during the following calendar year as such payment would have been made if Executive continued to be employed with the Company; (e) subject to Section 12.7(b) hereof and Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to Executive each month an amount equal to the monthly amount of the COBRA continuation coverage premium under the Company’s group medical plans as in effect from time to time until the earliest of: (i) the expiration of the Restriction Period; (ii) the date Executive is no longer eligible for benefits under COBRA; or (iii) the date Executive first becomes eligible for coverage of the same general category under another plan, program or other arrangement of any type or description, without regard to whether the Executive neglects, refuses or otherwise fails to take any action required for enrollment in such other plan, program or other arrangement, provided, that the first payment of any amount described in this Section 6.1(e) shall be paid on the sixtieth (60th) day following Executive’s termination of employment and shall include any amounts due prior thereto.

Termination Without Cause or Termination by Executive for Good Reason. If Executive’s employment is terminated at any time by the Company without Cause (and not for death or Disability) or by Executive for Good Reason, subject to Section 6.6 hereof, Executive shall be entitled to: (a) within thirty (30) days following such termination, payment of Executive’s accrued and unpaid Base Salary and reimbursement of expenses under Section 7 hereof in each case accrued through the date of termination; (b) subject to Sections 6.6 and 12.7(b) hereof, an amount equal to Executive’s monthly Base Salary plus Target Cash Bonus through the end of the Restriction Period (as defined in Section 8.1) payable at the same time such Base Salary would have otherwise been payable if Executive had remained employed with the Company; provided that the first payment shall be made on the next regularly scheduled payroll date following the sixtieth (60th) day after Executive’s “termination of employment” and shall include payment of any amounts that would otherwise be due prior thereto; (c) any Cash Bonus actually earned with respect to a full 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 Executive continued to be employed by the Company:; (d) subject to the satisfaction of performance criteria set by the Company in accordance with Section 4.2, a pro-rata portion of Executive’s Cash Bonus actually earned for the fiscal year in which Executive’s termination occurs (determined by multiplying the amount of the Cash Bonus that would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination that Executive is employed with the Company and the denominator of which is 365), payable at the same time during the following calendar year as such payment would have been made if Executive continued to be employed with the Company; (e) subject to Sections 6.6 and 12.7(b) hereof and Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to Executive each month an amount equal to the monthly amount of the COBRA continuation coverage premium under the Company’s group medical plans as in effect from time to time until the earliest of: (i) the expiration of the Restriction Period; (ii) the date Executive is no longer eligible for benefits under COBRA; or (iii) the date Executive first becomes eligible for coverage of the same general category under another plan, program or other arrangement of any type or description, without regard to whether the Executive neglects, refuses or otherwise fails to take any action required for enrollment in such other plan, program or other arrangement, provided, that the first payment of any amount described in this Section 6.1(e) shall be paid on the sixtieth (60th) day following Executive’s termination of employment and shall include any amounts due prior thereto.

Termination Without Cause or Termination by Executive for Good Reason. (as defined below). If the Executive’s employment is terminated at any time by the Company Corporation without Cause (and but not for including due to death or Disability) or terminated by the Executive for Good ReasonReason during the Term of this Agreement, subject to Section 6.6 hereof, the Executive shall be entitled to: (a) within thirty (30) days following such termination, payment of Executive’s accrued and unpaid to the following: Base Salary and reimbursement of expenses under Section 7 hereof in each case Compensation accrued through the date of termination; , based on the number of days in such year that had elapsed as of the termination date; any accrued but unpaid PTO through the date of termination; any bonuses earned but unpaid with respect to fiscal years or other completed bonus periods preceding the termination date; any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation, payable in accordance with the terms of the applicable plan; any expenses owed to the Executive under Sections 4(d), or 4(e); any pro-rated portion of the annual bonus that the Executive would have earned for the year in which the termination occurs (bif he had remained employed for the entire year), based on the number of days in such year that had elapsed as of the termination date, payable at the time that the Corporation pays bonuses to its executive officers for such year; all of Executive’s outstanding stock options, restricted stock or other equity awards with time-based vesting shall become fully vested and, in the case of stock options, exercisable in full, and the Executive shall have the right to exercise such stock options during a period of ninety (90) subject days following the termination of employment; the treatment of all of Executive’s outstanding stock options, restricted stock, restricted stock units or other equity awards with performance-based vesting shall be determined in accordance with the long-term incentive plan, and any other plans, pursuant to Sections 6.6 which such awards were granted and 12.7(bthe applicable award agreement; continued coverage under any group health plan maintained by the Corporation in which the Executive participated at the time of his termination for the period during which the Executive elects to receive continuation coverage under Section 4980B of the Code at an after-tax cost to the Executive comparable to the cost that the Executive would have incurred for the same coverage had he remained employed during such period; and a series of semi-monthly severance payments for twenty-four (24) hereofmonths (the “Severance Period”), each in an amount equal to one-twenty fourth (1/24th) of the sum of (A) the Executive’s monthly Base Salary plus Target Cash Bonus through Compensation, as in effect on the end date of termination, and (B) the Executive’s target annual cash bonus opportunity at the time of termination, to be paid in accordance with the Corporation’s normal payroll practices. Notwithstanding anything in the long-term incentive plan, and any other plans, pursuant to which any equity awards are granted, or any applicable equity award agreements to the contrary, the payments set forth in subsections (vi), (vii), (viii), (ix) and (x) are subject to (a) a waiver and general release of claims in favor of the Restriction Corporation, in a form and manner satisfactory to the Corporation, that is executed by the Executive and which becomes irrevocable within sixty (60) days following the date of such termination, and (b) the Executive’s compliance with the restrictive covenants set forth in Sections 9 and 10 below during the Severance Period (as defined the “Severance Requirement”). Notwithstanding anything in Section 8.1the 2016 Long-Term Incentive Plan, any other plans pursuant to which any equity awards are granted, or any applicable equity award agreements to the contrary, upon any violation of the Severance Requirement during the Severance Period, all post-employment compensation set forth in subsections (vi), (vii), (viii), (ix) and (x) above shall immediately stop and the Executive shall be obligated to return to the Corporation any post-employment compensation previously paid or otherwise provided to the Executive. The pro-rated bonus payable at the same time such Base Salary would have otherwise been payable if Executive had remained employed pursuant to subsection (vi) shall be paid in accordance with the Company; provided that provisions of Section 3(b) after the first payment Compensation Committee has approved bonuses payable for the year. All payments to be made or settlements to occur pursuant to subsection (vii) and (viii) (excluding stock options) shall be made to the Executive on the next regularly scheduled payroll date first business day following the sixtieth date that is sixty (60th60) day after Executive’s “termination of employment” and shall include payment of any amounts that would otherwise be due prior thereto; (c) any Cash Bonus actually earned with respect to a full fiscal year ending prior to days following the date of such termination but unpaid (except as otherwise expressly provided in the applicable award agreement). The payments set forth in subsection (x) shall commence on the 60th day following the day of such date, payable at the same time in the year of termination as such payment would termination. All payments required to be made if Executive continued pursuant to be employed by the Company: subsections (d) subject to Sections 6.6 and 12.7(b) hereof and Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”i), the Company shall pay to Executive each month an amount equal to the monthly amount of the COBRA continuation coverage premium under the Company’s group medical plans as in effect from time to time until the earliest of: (i) the expiration of the Restriction Period; (ii) the date Executive is no longer eligible for benefits under COBRA; or ), (iii) the date Executive first becomes eligible for coverage of the same general category under another plan), program or other arrangement of any type or description, without regard to whether the Executive neglects, refuses or otherwise fails to take any action required for enrollment in such other plan, program or other arrangement, provided, that the first payment of any amount described in this Section 6.1(eand (v) shall be paid on made to the sixtieth Executive within sixty (60th60) day days following Executive’s the date of such termination of employment and shall include within any amounts due prior theretoshorter time period required by law.

Termination Without Cause or Termination by Executive for Good Reason. If Executive’s 's employment is terminated at any time by the Company without Cause (and not for death or Disability) or by Executive for Good Reason, subject to Section 6.6 hereof, Executive shall be entitled to: (a) within thirty thi1ty (30) days following such termination, payment of Executive’s 's accrued and unpaid Base Salary and reimbursement of expenses under Section 7 hereof in each case accrued through the date of termination; (b) subject to Sections 6.6 and Section 12.7(b) hereof, an amount equal to Executive’s 's monthly Base Salary plus Target Cash Bonus through the end of the Restriction Period (as defined in Section 8.1) payable at the same time such Base Salary would have otherwise been payable if Executive had remained employed with the Company; provided that the first payment shall be made on the next regularly scheduled payroll date following the sixtieth (60th) day after Executive’s “'s "termination of employment” " and shall include payment of any amounts that would otherwise be due prior thereto; (c) any Cash Bonus actually earned with respect to a full 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 Executive continued to be employed by the Company:; (d) subject to Sections 6.6 the satisfaction of performance criteria set by the Company in accordance with Section 4.2, a pro-rata portion of Executive's Cash Bonus actually earned for the fiscal year in which Executive's termination occurs (determined by multiplying the amount of the Cash Bonus that would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination that Executive is employed with the Company and the denominator of which is 365), payable at the same time during the following calendar year as such payment would have been made if Executive continued to be employed with the Company; (e) subject to Section 12.7(b) hereof and Executive’s 's timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”"), the Company shall pay to Executive each month an amount equal to the monthly amount of the COBRA continuation coverage premium under the Company’s 's group medical plans as in effect from time to time until the earliest of: (i) the expiration of the Restriction Period; (ii) the date Executive is no longer eligible for benefits under COBRA; or (iii) the date Executive first becomes eligible for coverage of the same general category under another plan, program or other arrangement of any type or description, without regard to whether the Executive neglects, refuses or otherwise fails to take any action required for enrollment in such other plan, program or other arrangement, . provided, that the first payment of any amount described in this Section 6.1(e6.l(e) shall be paid on the sixtieth (60th) day following Executive’s 's termination of employment and shall include any amounts due prior thereto.