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

Termination Without Cause or Termination For Good Reason: Benefits. In the event the Company terminates Executive’s employment with the Company without Cause during the Term, or if Executive terminates his employment with the Company for Good Reason during the Term, this Agreement shall terminate, and Executive shall be entitled to the following severance benefits: (1) An amount equal to the Base Salary that would have been payable after the Termination Date and before the Expiration Date, payable in a lump sum in cash, appropriately discounted for present value at the rate of return on 90-day Treasury bills in existence at the Termination Date. Such amount shall be paid within thirty (30) days after the Termination Date and, in any event, shall be paid after such Termination Date and before March 15 of the year following the year containing such Termination Date; (2) If Executive is a participant in the Incentive Plan, his entitlement to a bonus following the Termination Date shall be determined in accordance with the terms of the Incentive Plan. If Executive is not a participant in the Incentive Plan, he shall not be entitled to any bonus payments after the Termination Date; (3) A lump sum cash payment in the amount of $1350.00 times the number of months after the Termination Date and before the Expiration Date in lieu of any other benefits that cease on the Termination Date. Such amount shall be appropriately discounted for present value at the rate of return on 90-day Treasury bills in existence at the Termination Date and shall be paid within thirty (30) days after the Termination Date and, in any event, shall be paid after such Termination Date and before March 15 of the year following the year containing such Termination Date. Executive shall not be entitled to any additional payments for such other benefits; (4) Health coverage or reimbursement for the cost of health coverage, as provided in Section 3(d)(4); (5) All accrued Base Salary through the Termination Date and all unreimbursed expenses through the Termination Date in accordance with Section 3(c). Such amounts shall be paid to Executive in a lump sum in cash within thirty (30) days after the Termination Date; and (6) Executive shall be free to accept other employment, and there shall be no offset of any employment compensation earned by Executive in such other employment against payments due Executive under this Section 4. Without limiting the foregoing, there shall be no offset of any compensation received from such other employment against the Base Salary set forth above, unless Executive accepts employment that is in violation of his obligations under Section 5 of this Agreement.

Termination Without Cause or Termination For Good Reason: Benefits. In the event the Company terminates Executive’s employment with the Company without Cause during the Term, or if Executive terminates his employment with the Company for Good Reason during the Term, this Agreement shall terminate, terminate and Executive shall be entitled to the following severance benefits: (1) An amount equal to the Base Salary that would have been payable after the Termination Date and before the Expiration DateDate or for twelve (12) months, whichever period is longer, payable in a lump sum in cash, appropriately discounted for present value at the rate of return on 90-day Treasury bills in existence at the Termination Date. Such amount shall be paid within thirty sixty (3060) days after the Termination Date and, in any event, shall be paid after such Termination Date and before March 15 of the year following the year containing such Termination Date; provided, however, that if upon the Termination Date Executive is a “specified employee” within the meaning of Code section 409A, then payment of such amount shall be deferred until the date that is six (6) months following the Termination Date in accordance with Section 19(a). Executive shall not have the right to designate the taxable year of such payment; (2) If An amount equal to the Deferred Compensation that would have been accrued after the Termination Date and before the Expiration Date or for twelve (12) months, whichever period is longer, payable in a lump sum in cash, appropriately discounted for present value at the rate of return on 90-day Treasury bills in existence at the Termination Date. Such amount shall be paid within sixty (60) days after the Termination Date and, in any event, shall be paid after such Termination Date and before March 15 of the year following the year containing such Termination Date; provided, however, that if upon the Termination Date Executive is a participant “specified employee” within the meaning of Code section 409A, then payment of such amount shall be deferred until the date that is six (6) months following the Termination Date in accordance with Section 19(a). Executive shall not have the right to designate the taxable year of such payment; (3) An amount equal to the average of the bonuses that were paid to Executive over the last two years, except that in the event of a termination for Good Reason pursuant to Section 4(a)(4)(v). Executive shall receive an amount equal to the aggregate of the Base Salary and bonus received by Executive for the two (2) full calendar years prior to such termination. In each case, the payment of such bonus, if any, shall be payable in a lump sum and shall occur on or after the Termination Date and before March 15 of the year following the year in which the Termination Date occurs. Notwithstanding the foregoing provisions of this subsection, if upon the Termination Date Executive is a “specified employee” within the meaning of Code section 409A, then payment of any Incentive Plan, his entitlement to a Plan or other bonus payments (as applicable) otherwise payable during the first six (6) months following the Termination Date shall be determined deferred until the date that is six (6) months following the Termination Date in accordance with the terms of the Incentive Plan. If Executive is not a participant in the Incentive Plan, he shall not be entitled to any bonus payments after the Termination DateSection 19(a); (34) A lump sum cash payment in the amount of $1350.00 4,650.00 times the number of months after the Termination Date and before the Expiration Date in lieu of any other benefits that cease on the Termination Date. Such amount shall be appropriately discounted for present value at the rate of return on 90-day Treasury bills in existence at the Termination Date and shall be paid within thirty sixty (3060) days after the Termination Date and, in any event, shall be paid after such Termination Date and before March 15 of the year following the year containing such Termination Date; provided, however, that if upon the Termination Date Executive is a “specified employee” within the meaning of Code section 409A, then payment of such amount shall be deferred until the date that is six (6) months following the Termination Date in accordance with Section 19(a). Executive shall not be entitled to any additional payments for such other benefits. Executive shall not have the right to designate the taxable year of such payment; (45) Health coverage or reimbursement for the cost of health coverage, coverage as provided in Section 3(d)(43(e)(3); (56) All accrued Base Salary through the Termination Date and all unreimbursed expenses through the Termination Date in accordance with Section 3(c3(d). Such amounts shall be paid to Executive in a lump sum in cash within thirty sixty (3060) days after the Termination Date; and (67) Executive shall be free to accept other employment, and there shall be no offset of any employment compensation earned by Executive in such other employment against payments due Executive under this Section 4Section. Without limiting the foregoing, there shall be no offset of any compensation received from such other employment against the Base Salary set forth above, above unless Executive accepts employment that is in violation of his obligations under Section 5 of this Agreement.

Termination Without Cause or Termination For Good Reason: Benefits. In Subject to Section 18, in the event the Company terminates Executive’s employment with the Company without Cause during the Term, or if Executive terminates his employment with the Company for Good Reason during the Term, this Agreement shall terminate, terminate and Executive shall be entitled to the following severance benefits: (1) An amount equal to the Base Salary that would have been payable after the Termination Date and before the Expiration DateDate or for twelve (12) months, whichever period is longer, payable in a lump sum in cash, appropriately discounted for present value at the rate of return on 90-day Treasury bills in existence at the Termination Date. Such amount shall be paid within thirty (30) days after the Termination Date and, in any event, shall be paid after such Termination Date and before March 15 of the year following the year containing such Termination Date; (2) If Executive is a participant in An amount equal to the Incentive Plan, his entitlement to a bonus following the Termination Date shall be determined in accordance with the terms of the Incentive Plan. If Executive is not a participant in the Incentive Plan, he shall not be entitled to any bonus payments after the Termination Date; (3) A lump sum cash payment in the amount of $1350.00 times the number of months Deferred Compensation that would have been accrued after the Termination Date and before the Expiration Date or for twelve (12) months, whichever period is longer, payable in lieu of any other benefits that cease on the Termination Date. Such amount shall be a lump sum in cash, appropriately discounted for present value at the rate of return on 90-day Treasury bills in existence at the Termination Date and Date. Such amount shall be paid within thirty (30) days after the Termination Date andDate; (3) An amount equal to the average of the bonuses that were paid to Executive over the last two years, except that (i) in the event of a termination for Good Reason pursuant to Section 4(a)(4)(v), Executive shall receive an amount equal to the aggregate of the Base Salary and bonus received by Executive for the two (2) full calendar years prior to such termination and (ii) in the case of a termination by the Company without Cause or a termination by the Executive for Good Reason, in any eventeach case prior to Executive’s appointment as CEO of HCC, or in the case of Executive’s termination for Good Reason under Section (4)(a)(4)(iv) due to the failure to appoint Executive as CEO of HCC on or before May 31, 2013, the amount payable under this Section 4(b)(3) shall not be less than fifty percent (50%) of the sum of the aggregate annual Base Salary plus the minimum annual Deferred Compensation specified in Sections 3(a) and (b). In each case, the payment of such amount under this Section 4(b)(3), if any, shall be paid payable in a lump sum and shall occur on or after such the Termination Date and before March 15 of the year following the year containing such in which the Termination Date. Executive shall not be entitled to any additional payments for such other benefitsDate occurs; (4) Health coverage or reimbursement for the cost of health coverage, as provided in Section 3(d)(4); (5) All accrued Base Salary through the Termination Date and all unreimbursed expenses through the Termination Date in accordance with Section 3(c3(d). Such amounts shall be paid to Executive in a lump sum in cash within thirty (30) days after the Termination Date; and (65) Executive shall be free to accept other employment, and there shall be no offset of any employment compensation earned by Executive in such other employment against payments due Executive unless specified under this Section 4Section. Without limiting the foregoing, there shall be no offset of any compensation received from such other employment against the Base Salary set forth above, unless Executive accepts employment that is in violation of his obligations under Section 5 of this Agreement.

Termination Without Cause or Termination For Good Reason: Benefits. In the event the Company terminates Executive’s employment with the Company without Cause during the Term, Term or if Executive terminates his employment with the Company for Good Reason during the Term, this Agreement shall terminate, and Executive shall be entitled to the following severance benefits: (1) An amount equal to the Base Salary that would have been payable after the Termination Date and before the Expiration DateDate plus an amount equal to the total Consulting Fees (as hereinafter defined) that would have been payable during the Consulting Period (as hereinafter defined) had Executive retired on the Expiration Date and provided Consulting Services (as hereinafter defined) during such period in accordance with Section 6, payable in a lump sum in cash, appropriately discounted for present value at the rate of return on 90-day Treasury bills in existence at the Termination Date. Such amount shall be paid within thirty (30) days after the Termination Date and, in any event, shall be paid after such Termination Date and before March 15 of the year following the year containing such Termination Date; (2) If Executive is a participant in the Incentive Plan, his entitlement to a bonus following the Termination Date shall be determined in accordance with the terms of the Incentive Plan. If Executive is not a participant in the Incentive Plan, he shall not be entitled to any bonus payments after the Termination Date; (3) A lump sum cash payment in the amount of $1350.00 2200.00 times the number of months after the Termination Date and before the Expiration Date in lieu of any other benefits that cease on the Termination Date. Such amount shall be appropriately discounted for present value at the rate of return on 90-day Treasury bills in existence at the Termination Date and shall be paid within thirty (30) days after the Termination Date and, in any event, shall be paid after such Termination Date and before March 15 of the year following the year containing such Termination Date. Executive shall not be entitled to any additional payments for such other benefits; (4) Health coverage or reimbursement for the cost of health coverage, coverage as provided in Section 3(d)(4); (5) All accrued Base Salary through the Termination Date and all unreimbursed expenses through the Termination Date in accordance with Section 3(c). Such amounts shall be paid to Executive in a lump sum in cash within thirty (30) days after the Termination Date; and (6) Executive shall be free to accept other employment, and there shall be no offset of any employment compensation earned by Executive in such other employment against payments due Executive under this Section 4. Without limiting the foregoing, there shall be no offset of any compensation received from such other employment against the Base Salary set forth above, above unless Executive accepts employment that is in violation of his obligations under Section 5 of this Agreement.

Termination Without Cause or Termination For Good Reason: Benefits. In the event the Company terminates Executive’s employment with the Company without Cause during the Term, or if Executive terminates his employment with the Company for Good Reason during the Term, this Agreement shall terminate, terminate and Executive shall be entitled to the following severance benefits: (1) An amount equal to the Base Salary that would have been payable after the Termination Date and before the Expiration DateDate or for twelve (12) months, whichever period is longer, payable in a lump sum in cash, appropriately discounted for present value at the rate of return on 90-day Treasury bills in existence at the Termination Date. Such amount shall be paid within thirty (30) days after the Termination Date and, in any event, shall be paid after such Termination Date and before March 15 of the year following the year containing such Termination Date; (2) An amount equal to the Deferred Compensation that would have been accrued after the Termination Date and before the Expiration Date or for twelve (12) months, whichever period is longer, payable in a lump sum in cash, appropriately discounted for present value at the rate of return on 90-day Treasury bills in existence at the Termination Date. Such amount shall be paid within thirty (30) days after the Termination Date and, in any event, shall be paid after such Termination Date and before March 15 of the year following the year containing such Termination Date. (3) If Executive is a participant in the Incentive Plan, his entitlement to a bonus following the Termination Date shall be determined in accordance with the terms of the Incentive Plan. If Executive is not a participant in the Incentive Plan, he shall not be entitled to any bonus payments after the Termination Date; (34) A lump sum cash payment in the amount of $1350.00 4,650.00 times the number of months after the Termination Date and before the Expiration Date in lieu of any other benefits that cease on the Termination Date. Such amount shall be appropriately discounted for present value at the rate of return on 90-day Treasury bills in existence at the Termination Date and shall be paid within thirty (30) days after the Termination Date and, in any event, shall be paid after such Termination Date and before March 15 of the year following the year containing such Termination Date. Executive shall not be entitled to any additional payments for such other benefits; (45) Health coverage or reimbursement for the cost of health coverage, coverage as provided in Section 3(d)(43(e)(3); (56) All accrued Base Salary through the Termination Date and all unreimbursed expenses through the Termination Date in accordance with Section 3(c3(d). Such amounts shall be paid to Executive in a lump sum in cash within thirty (30) days after the Termination Date; (7) If any payment or benefit received or to be received by Executive from the Company pursuant to this Section 4(b) (the “Section 4(b) Payments”) would be subject to the excise tax imposed by Code section 4999 (the “4999 Excise Tax”), the Company shall pay Executive, at the time specified below, an additional amount (the “Section 4(b) Gross-Up Payment”) such that the net amount that Executive retains, after deduction of the 4999 Excise Tax on the Section 4(b) Payments and any federal, state, and local income taxes, employment taxes, and additional 4999 Excise Taxes upon the Section 4(b) Gross-Up Payment, and any interest, penalties, or additions to tax payable by Executive with respect thereto, shall be equal to the total present value (using the applicable federal rate (as defined in section 1274(d) of the Code) in such calculation) of the Section 4(b) Payments at the time such payments are to be made. Payment of such additional amount shall occur on or before the earlier to occur of (i) the date which the Company is required to withhold any such taxes and (ii) the date on which Executive remits such taxes to the Internal Revenue Service (to the extent not withheld). For purposes of determining the amount of the Section 4(b) Gross-Up Payment, Executive shall be deemed to pay federal income taxes at the highest marginal rates of federal income taxation applicable to individuals in the calendar year in which the Section 4(b) Gross-Up Payment is to be made and state and local income taxes at the highest marginal rates of taxation applicable to individuals as are in effect in the state and locality of Executive’s residence in the calendar year in which the Section 4(b) Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account any limitations applicable to individuals subject to federal income tax at the highest marginal rates. This Section 4(b)(7) does not require the Company to pay, reimburse, or gross up Executive with respect to excise taxes imposed under any other section of the Code (including, but not limited to, Code section 409A) or under state or local law; and (6) 8) Executive shall be free to accept other employment, and there shall be no offset of any employment compensation earned by Executive in such other employment against payments due Executive unless specified under this Section 4. Section, Without limiting the foregoing, there shall be no offset of any compensation received from such other employment against the Base Salary set forth above, unless Executive accepts employment that is in violation of his obligations under Section 5 of this Agreement.

Termination Without Cause or Termination For Good Reason: Benefits. In Subject to Section 18, in the event the Company terminates Executive’s employment with the Company without Cause during the Term, or if Executive terminates his employment with the Company for Good Reason during the Term, this Agreement Executive’s employment shall terminate, terminate and Executive shall be entitled to the following severance benefits: (1) An amount equal to the Base Salary (as defined in Section 3(a)) that would have been payable after the Termination Date and before the Expiration Date, at the rate in effect immediately prior to the Termination Event, payable in a lump sum in cash, appropriately cash discounted for present value at the rate of return on 90-day Treasury bills in existence at the Termination Date. Such amount shall be paid Date to take into consideration the lump sum early payment within thirty (30) days after the Termination Date and, Date; provided that such payment shall in any event, shall be paid event occur on or after such Termination Date and before March 15 of the year following the year containing such Termination Date; (2) If An amount equal to the average of the bonuses that were paid to Executive is a participant over the last two years, except that (i) in the Incentive Planevent of a termination for Good Reason pursuant to Section 4(a)(4)(v), his entitlement Executive shall receive an amount equal to a bonus following the Termination Date shall be determined in accordance with the terms aggregate of the Incentive Plan. If Base Salary and bonus received by Executive is not a participant for the two (2) full calendar years prior to such termination and (ii) in the Incentive Plancase of a termination by the Company without Cause or a termination by the Executive for Good Reason, he in each case prior to Executive’s appointment as President of HCC, or in the case of Executive’s termination for Good Reason under Section (4)(a)(iv) due to the failure to appoint Executive as President of HCC on or before June 1, 2013, the amount payable under this Section 4(b)(2) shall not be entitled to any bonus payments after less than fifty percent (50%) of the Termination Date; (3) A lump sum cash of the aggregate annual Base Salary. In each case, the payment in the of such amount of $1350.00 times the number of months after the Termination Date and before the Expiration Date in lieu of any other benefits that cease on the Termination Date. Such amount shall be appropriately discounted for present value at the rate of return on 90-day Treasury bills in existence at the Termination Date and shall be paid within thirty (30) days after the Termination Date andunder this Section 4(b)(2), in any eventif any, shall be paid payable in a lump sum and shall occur on or after such the Termination Date and before March 15 of the year following the year containing such in which the Termination Date. Executive shall not be entitled to any additional payments for such other benefitsDate occurs; (43) Health coverage or reimbursement for the cost Payment of health coverage, as provided in Section 3(d)(4); (5) All accrued Base Salary through the Termination Date and all unreimbursed business expenses through the Termination Date in accordance with Section 3(c). Such amounts shall be paid to Executive in a lump sum in cash within thirty (30) days after the Termination Date; and (64) Executive shall be free to accept other employmentemployment during such period, and other than as set forth in this Agreement, there shall be no offset of any employment compensation earned by Executive in such other employment during such period against payments due Executive under this Section 4. Without limiting the foregoing, and there shall be no offset of in any compensation received from such other employment against the Base Salary severance benefits set forth above, unless the Executive accepts employment that is employed in violation a position of his obligations under competing with the Company as described in Section 5 of this Agreementbelow.

Termination Without Cause or Termination For Good Reason: Benefits. In the event the Company terminates Executive’s employment with the Company without Cause during the Term, or if Executive terminates his employment with the Company for Good Reason during the Term, this Agreement shall terminate, terminate and Executive shall be entitled to the following severance benefits: (1) An amount equal to the Base Salary that would have been payable after the Termination Date and before the Expiration Date, Date payable in a lump sum in cash, appropriately discounted for present value value, at the rate of return on 90-day Treasury bills in existence at the Termination Date. Such amount shall be paid within thirty (30) days after the Termination Date and, in any event, shall be paid after such Termination Date and before March 15 of the year following the year containing such Termination Date; (2) If Executive is a participant in the Incentive Plan, his entitlement to a bonus following the Termination Date shall be determined in accordance with the terms of the Incentive Plan. If Executive is not a participant in the Incentive Plan, he shall not be entitled to any bonus payments after the Termination Date; (3) A lump sum cash payment in the amount of $1350.00 1600.00 times the number of months after the Termination Date and before the Expiration Date in lieu of any other benefits that cease on the Termination Date. Such amount shall be appropriately discounted for present value at the rate of return on 90-day Treasury bills in existence at the Termination Date and shall be paid within thirty (30) days after the Termination Date and, in any event, shall be paid after such Termination Date and before March 15 of the year following the year containing such Termination Date. Executive shall not be entitled to any additional payments for such other benefits; (4) Health coverage or reimbursement for the cost of health coverage, as provided in Section 3(d)(4); (5) All accrued Base Salary through the Termination Date and all unreimbursed expenses through the Termination Date in accordance with Section 3(c). Such amounts shall be paid to Executive in a lump sum in cash within thirty (30) days after the Termination Date; and (6) Executive shall be free to accept other employment, and there shall be no offset of any employment compensation earned by Executive in such other employment against payments due Executive under this Section 4. Without limiting the foregoing, there shall be no offset of any compensation received from such other employment against the Base Salary set forth above, unless Executive accepts employment that is in violation of his obligations under Section 5 of this Agreement.