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

Termination Without Cause or Termination for Good Reason. The Company may terminate the Executive's employment hereunder without Cause and the Executive may terminate his employment hereunder for "Good Reason" (as defined below). If the Company terminates the Executive's employment hereunder without Cause, other than due to death or Disability, or if the Executive terminates his employment for Good Reason, the Executive shall be paid: (i) his Base Compensation at the rate in effect at the time of termination, through the date of such termination of employment (the "Termination Date"); (ii) his Pro Rata Share of any Incentive Compensation to which he would have been entitled for the year in which such termination occurs; (iii) a lump sum payment equal to the product of twelve (12) times the "Monthly Salary Amount" as defined below; (iv) any deferred compensation (including, without limitation, interest or other credits on the deferred amounts) and any accrued vacation pay; (v) continuation, for the remainder of the scheduled Employment Term (or, if longer, for the one-year period ending on the first anniversary of the Termination Date), of the health and welfare benefits of the Executive and any long-term disability insurance generally provided to senior executives of the Company in accordance with Section 4(a) of this Agreement (or the Company shall provide the economic equivalent thereof); provided, however, if the Executive obtains new employment and such employment makes the Executive eligible for health and welfare or long-term disability benefits which are equal to or greater in scope then the benefits then being offered by the Company, then the Company shall no longer be required to provide such benefits to the Executive; and (vi) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans or programs of the Company.

Termination Without Cause or Termination for Good Reason. The Company may terminate the Executive's employment hereunder without Cause and the Executive may terminate his employment hereunder for "Good Reason" (as defined below). If the Company terminates the Executive's employment hereunder without Cause, other than due to death or Disability, or if the Executive terminates his employment for Good Reason, the Executive shall be paid: (i) his Base Compensation at the rate in effect at the time of termination, termination through the date of such termination of employment (the "Termination Date"); (ii) his Pro Rata Share of any Incentive Compensation to which he would have been entitled for the year in which such termination occurs; (iii) a lump sum payment equal to the product of twelve thirty-six (1236) times the "Monthly Salary Amount" as defined below"; (iv) any vested deferred compensation (including, without limitation, interest or other credits on the deferred amounts) and any accrued vacation pay; (v) continuation, for until the remainder expiration of the scheduled Employment Term (or, if longer, and for the one-year period ending on the first anniversary of the Termination Date)twelve months thereafter, of the health and welfare benefits of the Executive and any long-term disability insurance generally provided to senior executives of the Company in accordance with (as provided for by Section 4(a) 4 of this Agreement Agreement) (or the Company shall provide the economic equivalent thereof); provided, however, if the Executive obtains new employment and such employment makes the Executive eligible for health and welfare or long-term disability benefits which are equal to or greater in scope then the benefits then being offered by the Company, then the Company shall no longer be required to provide such benefits to the Executive; and (vi) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans or programs of the Company.

Termination Without Cause or Termination for Good Reason. The Company may terminate the Executive's employment hereunder without Cause and the Executive may terminate his employment hereunder for "Good Reason" (as defined below). If the Company terminates the Executive's employment hereunder without Cause, other than due to death or Disability, or if the Executive terminates his employment for Good Reason, the Executive shall be paid: (i) his Base Compensation at the rate in effect at the time of termination, termination through the date of such termination of employment (the "Termination Date"); (ii) his Pro Rata Share of any Incentive Compensation to which he she would have been entitled for the year in which such termination occurs; (iii) a lump sum payment equal to the product of twelve thirty-six (1236) times the "Monthly Salary Amount" as defined below"; (iv) any vested deferred compensation (including, without limitation, interest or other credits on the deferred amounts) and any accrued vacation pay; (v) continuation, for until the remainder expiration of the scheduled Employment Term (or, if longer, and for the one-year period ending on the first anniversary of the Termination Date)twelve months thereafter, of the health and welfare benefits of the Executive and any long-term disability insurance generally provided to senior executives of the Company in accordance with (as provided for by Section 4(a) 4 of this Agreement Agreement) (or the Company shall provide the economic equivalent thereof); provided, however, if the Executive obtains new employment and such employment makes the Executive eligible for health and welfare or long-term disability benefits which are equal to or greater in scope then the benefits then being offered by the Company, then the Company shall no longer be required to provide such benefits to the Executive; and (vi) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans or programs of the Company.

Termination Without Cause or Termination for Good Reason. The Company may terminate the Executive's employment hereunder without Cause and the Executive may terminate his employment hereunder for "Good Reason" (as defined below). If the Company terminates the Executive's employment hereunder without Cause, other than due to death or Disability, or if the Executive terminates his employment for Good Reason, the Executive shall be paid: (i) his Base Compensation at the rate in effect at the time of termination, termination through the date of such termination of employment (the "Termination Date"); (ii) his Pro Rata Share of any Incentive Compensation to which he would have been entitled for the year in which such termination occurs; (iii) a lump sum payment equal to the product of twelve thirty-six (1236) times the "Monthly Salary Amount" as defined below"; (iv) any deferred compensation (including, without limitation, interest or other credits on the deferred amounts) and any accrued vacation pay; (v) continuation, for continuation until the remainder expiration of the scheduled Employment Term (or, if longer, and for the one-year period ending on the first anniversary of the Termination Date)twelve months thereafter, of the health and welfare benefits of the Executive and any long-term disability insurance generally provided to senior executives of the Company in accordance with (as provided for by Section 4(a) 4 of this Agreement Agreement) (or the Company shall provide the economic equivalent thereof); provided, however, if the Executive obtains new employment and such employment makes the Executive eligible for health and welfare or long-term disability benefits which are equal to or greater in scope then the benefits then being offered by the Company, then the Company shall no longer be required to provide such benefits to the Executive; and (vi) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans or programs of the Company.

Termination Without Cause or Termination for Good Reason. The Company may terminate the Executive's employment hereunder without Cause and the Executive may terminate his her employment hereunder for "Good Reason" (as defined below). If the Company terminates the Executive's employment hereunder without Cause, other than due to death or Disability, or if the Executive terminates his her employment for Good Reason, the Executive shall be paid: (i) his her Base Compensation at the rate in effect at the time of termination, termination through the date of such termination of employment (the "Termination Date"); (ii) his her Pro Rata Share of any Incentive Compensation to which he she would have been entitled for the year in which such termination occurs; (iii) a lump sum payment equal to the product of twelve thirty-six (1236) times the "Monthly Salary Amount" as defined below"; (iv) any vested deferred compensation (including, without limitation, interest or other credits on the deferred amounts) and any accrued vacation pay; (v) continuation, for until the remainder expiration of the scheduled Employment Term (or, if longer, and for the one-year period ending on the first anniversary of the Termination Date)twelve months thereafter, of the health and welfare benefits of the Executive and any long-term disability insurance generally provided to senior executives of the Company in accordance with (as provided for by Section 4(a) 4 of this Agreement Agreement) (or the Company shall provide the economic equivalent thereof); provided, however, if the Executive obtains new employment and such employment makes the Executive eligible for health and welfare or long-term disability benefits which are equal to or greater in scope then the benefits then being offered by the Company, then the Company shall no longer be required to provide such benefits to the Executive; and (vi) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans or programs of the Company.

Termination Without Cause or Termination for Good Reason. The Company may terminate the Executive's employment hereunder without Cause and the Executive may terminate his employment hereunder for "Good Reason" (as defined below). If the Company terminates the Executive's employment hereunder without Cause, other than due to death or Disability, or if the Executive terminates his employment for Good Reason, the Executive shall be paid: (i) his Base Compensation at the rate in effect at the time of termination, termination through the date of such termination of employment (the "Termination Date"; (ii) his Base Compensation at the rate in effect at the time of termination from the Termination Date to the end of the Severance Period (as hereinafter defined); (iiiii) his Pro Rata Share of any Incentive Compensation to which he would have been entitled for the year in which such termination occurs; (iii) a lump sum payment equal to the product of twelve (12) times the "Monthly Salary Amount" as defined below; (iv) any deferred compensation (including, without limitation, interest or other credits on the deferred amounts) and any accrued vacation pay; (v) continuation, for continuation until the remainder expiration of the scheduled Employment Term (or, if longer, for the one-year period ending on the first anniversary of the Termination Date)Term, of the health and welfare benefits of the Executive and any long-term disability insurance generally (as provided to senior executives of the Company in accordance with for by Section 4(a) 4 of this Agreement Agreement) (or the Company shall provide the economic equivalent thereof); provided, however, if the Executive obtains new employment and such employment makes the Executive eligible for health and welfare or long-term disability benefits which are equal to or greater in scope then the benefits then being offered by the Companybenefits, then the Company shall no longer be required to provide such benefits to the Executive; and (vi) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans or programs of the Company.

Termination Without Cause or Termination for Good Reason. The Company may terminate the Executive's employment hereunder without Cause and the Executive may terminate his employment hereunder for "Good Reason" (as defined below). If the Company terminates the Executive's employment hereunder without Cause, other than due to death or Disability, or if the Executive terminates his employment for Good Reason, the Executive shall be paid: (i) his Base Compensation at the rate in effect at the time of termination, termination through the date of such termination of employment (the "Termination Date"); (ii) his Base Compensation at the rate in effect at the time of termination from the Termination Date to the end of the Severance Period (as hereinafter defined), payable in (A) one lump sum on the Termination Date if the Severance Period is six (6) months or less or (B) in two lump sums, each equal to one-half of such aggregate amount, the first payable on the Termination Date and the second on the date which is one day after the six month anniversary of the Termination Date; (iii) his Pro Rata Share of any Incentive Compensation to which he would have been entitled for the year in which such termination occurs; , payable on the later of (iiiA) a lump sum the date which is one day after the six month anniversary of the Termination Date or (B) the date on which such payment equal to the product of twelve (12) times the "Monthly Salary Amount" as defined belowwould ordinarily be paid; (iv) any deferred compensation (including, without limitation, interest or other credits on the deferred amounts) and any accrued vacation pay; (v) continuation, for continuation until the remainder expiration of the scheduled Employment Term (or, if longer, for the one-year period ending on the first anniversary of the Termination Date)Severance Period, of the health and welfare benefits of the Executive and any long-term disability insurance generally (as provided to senior executives of the Company in accordance with for by Section 4(a) 4 of this Agreement Agreement) (or the Company shall provide the economic equivalent thereof); provided, however, if the Executive obtains new employment and such employment makes the Executive eligible for health and welfare or long-term disability benefits which are equal substantially equivalent to or greater in scope then the benefits then being offered those provided by the Company, then the Company shall no longer be required to provide such benefits to the Executive; and (vi) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans or programs of the Company.

Termination Without Cause or Termination for Good Reason. The Company may terminate the Executive's employment hereunder without Cause and the Executive may terminate his employment hereunder for "Good Reason" (as defined below). If the Company terminates the Executive's employment hereunder without Cause, other than due to death or Disability, or if the Executive terminates his employment for Good Reason, the Executive shall be paid: paid (contingent upon receipt by the Company of a signed Agreement and General Release by the Executive): (i) his Base Compensation at the rate in effect at the time of termination, termination through the date of such termination of employment (the "Termination Date"); (ii) his Pro Rata Share of any Incentive Compensation to which he she would have been entitled for the year in which such termination occurs; (iii) a lump sum payment equal to the product of twelve (12) times the "Monthly Salary Amount" as defined below"; (iv) any vested deferred compensation (including, without limitation, interest or other credits on the deferred amounts) and any accrued vacation pay; (v) continuation, for until the remainder expiration of the scheduled Employment Term (or, if longer, and for the one-year period ending on the first anniversary of the Termination Date)twelve months thereafter, of the health and welfare benefits of the Executive and any long-term disability insurance generally provided to senior executives of the Company in accordance with (as provided for by Section 4(a) 4 of this Agreement Agreement) (or the Company shall provide the economic equivalent thereof); provided, however, if the Executive obtains new employment and such employment makes the Executive eligible for health and welfare or long-term disability benefits which are equal to or greater in scope then the benefits then being offered by the Company, then the Company shall no longer be required to provide such benefits to the Executive; (vi) continuation, until the expiration of the Employment Term and for twelve months thereafter, of the Automobile Benefit; and (vivii) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans or programs of the Company; provided, however, if the Executive terminates his employment for Good Reason pursuant to subsection (e) thereof (reasons relating to a Change of Control), the Executive shall be entitled to a lump sum payment equal to the product of thirty-six (36) times the "Monthly Salary Amount".