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

Termination Without Cause or With Good Reason. If the Executive’s employment is terminated (A) by the Company without Cause, or (B) by the Executive with Good Reason, the Company shall pay (unless otherwise noted, in the normal course) to the Executive or provide the following amounts or benefits: (i) to the extent not yet paid, the Executive’s Base Salary through the date of termination at the rate in effect on the date of termination; (ii) one year’s Base Salary (as in effect as of the date of termination), payable as follows, (x) a lump sum payment six months following such termination equal to six months of Base Salary and (y) following such six month period, continued payment of Base Salary (payable in accordance with the Company’s payroll practice) for the remaining six months; (iii) payment of the Preceding and/or Pro Rata Bonus to which the Executive is entitled, payable no earlier than six months following such termination of employment, but otherwise in accordance with Section 3.2; and (iv) any and all stock options that have been granted to the Executive (that have neither expired nor been previously exercised by the Executive) through the termination date shall be deemed fully vested on such termination date and exercisable for a period of 90 days following such date (but, in no case, beyond each such option’s specified expiration date), all in accordance with the other terms of any such plan or grant. All payments to be provided to the Executive under this Section 5.4 shall be subject to the Executive’s (x) compliance with the restrictions in Section 7 and (y) execution, within sixty (60) days of the Executive’s termination, of a general release and waiver of claims against the Company, its officers, directors, employees and agents from any and all liability arising from the Executive’s employment relationship with the Company (which release will include an agreement between both parties not to disparage the other) that is not revoked.

Termination Without Cause or With Good Reason. If the Executive’s employment is terminated (A) by the Company without Cause, or (B) by the Executive with Good Reason, the Company shall pay (unless otherwise noted, in the normal course) to the Executive or provide the following amounts or benefits: (i) to the extent not yet paid, the Executive’s Base Salary through the date of termination at the rate in effect on the date of termination; (ii) one year’s Base Salary (as in effect as of the date of termination), payable as follows, (x) a lump sum payment six months following such termination equal to six months of Base Salary and (y) following such six month period, continued payment of Base Salary (payable in accordance with the Company’s payroll practice) for the remaining six months; (iii) payment of the Preceding and/or Pro Rata Bonus to which the Executive is entitled, payable no earlier not less than six months following such termination of employment, but otherwise in accordance with Section 3.2; and (iv) any and all stock options that have been granted to the Executive (that have neither expired nor been previously exercised by the Executive) through the termination date shall be deemed fully vested on such termination date and exercisable for a period of 90 days following such date (but, in no case, beyond each such option’s specified expiration date), all in accordance with the other terms of any such plan or grant. All payments to be provided to the Executive under this Section 5.4 shall be subject to the Executive’s (x) compliance with the restrictions in Section 7 and (y) execution, within sixty (60) days of the Executive’s termination, execution of a general release and waiver of claims against the Company, its officers, directors, employees and agents from any and all liability arising from the Executive’s employment relationship with the Company (which release will include an agreement between both parties not to disparage the other) that is not revoked.

Termination Without Cause or With Good Reason. If the Executive’s employment is terminated (A) by the Company without Cause, or (B) by the Executive with Good Reason, the Company shall pay (unless otherwise noted, in the normal course) to the Executive or provide the following amounts or benefits: (i) to the extent not yet paid, the Executive’s Base Salary through the date of termination at the rate in effect on the date of termination; (ii) one year’s two years’ Base Salary (as in effect as of the date of terminationsuch termination or resignation), payable as follows, follows (x) a lump sum payment six months following such termination removal equal to the lesser of (1) six months of Base Salary or (2) two years’ Base Salary and (y) ), if applicable, following such six month period, continued payment of Base Salary (payable in accordance with the Company’s payroll practice) for the remaining six monthslesser of 18 months or through the Term of the Agreement; (iii) payment of the Preceding and/or Pro Rata Bonus to which the Executive is entitled, payable no earlier than six months following such termination of employment, but otherwise in accordance with Section 3.2; and (iv) any and all stock options that have been granted to the Executive (that have neither expired nor been previously exercised by the Executive) through the termination date shall be deemed fully vested on such termination date and exercisable for a period of 90 days following such date (but, in no case, beyond each such option’s specified expiration date), all in accordance with the other terms of any such plan or grant. All payments to be provided to the Executive under this Section 5.4 shall be subject to the Executive’s (x) compliance with the restrictions in Section 7 and (y) execution, within sixty (60) days of the Executive’s termination, of a general release and waiver of claims against the Company, its officers, directors, employees and agents from any and all liability arising from the Executive’s employment relationship with the Company (which release will include an agreement between both parties not to disparage the other) that is not revoked.

Termination Without Cause or With Good Reason. If In the event that Executive’s employment is terminated (A) by the Company QTS LLC without Cause, Cause or (B) by the Executive with for Good Reason: (a) QTS LLC shall pay all Accrued Obligations to Executive in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by law; (b) QTS LLC shall pay to Executive, in a lump sum in cash one (1) year of Executive’s Base Pay plus the Target Bonus as in effect on the Termination Date and, in the event that the initial Equity Award has not yet been made, the sum of $650,000; (c) If Executive elects COBRA coverage, the Company shall pay reimburse Executive for his premiums for such coverage for a period of twelve (unless otherwise noted, in the normal course12) to the Executive or provide the following amounts or benefits: (i) to the extent not yet paid, the Executive’s Base Salary through the date of termination at the rate in effect on the date of termination; (ii) one year’s Base Salary (as in effect as of the date of termination), payable as follows, (x) a lump sum payment six months following such termination equal to six months of Base Salary and (y) following such six month period, continued payment of Base Salary (payable in accordance with the Company’s payroll practice) for the remaining six months; (iiid) payment The Company shall provide to Executive, at the Company’s expense, with outplacement services and support, the scope and provider of which will be selected by Executive, for a period of one (1) year follow the Preceding and/or Pro Rata Bonus to which the Executive is entitled, payable no earlier than six months following such termination of employment, but otherwise in accordance with Section 3.2Termination Date; and (ive) any All unvested equity and all stock options issued to Executive shall immediately become fully vested. The Company’s delivery of any notice under Section 1.2 of this Agreement that have been granted to the Agreement will not be renewed and any subsequent termination of Executive’s employment at the expiration of such Term of the Agreement for the first four years of employment (at the end of year 2 or at the end of year 4), Executive (that have neither expired nor been previously exercised by the Executive) through the termination date shall be deemed fully vested on such termination date entitled to payments and exercisable for a period of 90 days following such date (but, in no case, beyond each such option’s specified expiration date), all in accordance with the other terms of any such plan or grant. All payments to be provided to the Executive benefits under this Section 5.4 shall 4.3.2. The Company’s delivery of any notice under Section 1.2 of this Agreement that the Agreement will not be subject to the Executive’s (x) compliance with the restrictions in Section 7 renewed and (y) execution, within sixty (60) days any subsequent termination of the Executive’s termination, of a general release and waiver of claims against the Company, its officers, directors, employees and agents from any and all liability arising from the Executive’s employment relationship with at the expiration of the Term of the Agreements after the fourth year of employment shall not be considered a termination without Cause, and Executive shall not be entitled to any payments or benefits under this Section 4.3.2 under such circumstance. For purposes of clarity, Executive shall not be entitled to any payments or benefits under this Section 4.3.2 in the event that Executive provides notice of his desire not to renew the contract as provided in Section 1.2 and remains employed by the Company (which release or General Partner either as an employee-at-will include an agreement between both parties not to disparage the other) that is not revokedor under another contractual arrangement.

Termination Without Cause or With Good Reason. If the Executive’s employment is terminated during the Term (A) by the Company without Cause, or (B) by the Executive with Good Reason, the Company shall pay (unless otherwise noted, in the normal course) to the Executive or provide the following amounts or benefits: (i) to the extent not yet paid, the Executive’s Base Salary through the date of termination at the rate in effect on the date of termination; (ii) one year’s Base Salary (as in effect as of the date of termination), payable as follows, (x) a lump sum payment six months following such termination equal to six months of Base Salary and (y) following such six month period, continued payment of Base Salary (payable in accordance with the Company’s payroll practice) for the remaining six months; (iii) payment of the Preceding and/or Pro Rata Bonus to which the Executive is entitled, payable no earlier than six months following such termination of employment, but otherwise in accordance with Section 3.2; and (iv) any and all stock options Equity Awards that have been granted to the Executive (that have neither expired nor nor, in the case of stock options, been previously exercised by the Executive) through the termination date shall be deemed fully vested on such termination date and and, in the case of stock options, exercisable for a period of 90 days following such date (but, in no case, beyond each such stock option’s specified expiration date), all in accordance with the other terms of any such plan or grant. All payments to be provided to the Executive under this Section 5.4 shall be subject to the Executive’s (x) compliance with the restrictions in Section 7 and (y) execution, within sixty (60) 60 days of the Executive’s termination, of a general release and waiver of claims against the Company, its officers, directors, employees and agents from any and all liability arising from the Executive’s employment relationship with the Company (which release will include an agreement between both parties not to disparage the other) that is not revoked.

Termination Without Cause or With Good Reason. If the Executive’s employment is terminated (A) by the Company without Cause, or (B) by the Executive with Good Reason, the Company shall pay (unless otherwise noted, in the normal course) to the Executive or provide the following amounts or benefits: (i) to the extent not yet paid, the Executive’s Base Salary through the date of termination at the rate in effect on the date of termination; (ii) one year’s Base Salary (as in effect as of the date of termination), ) payable as follows, (x) a lump sum payment six months following such termination equal to six months of Base Salary and (y) following such six month period, continued payment of Base Salary (payable in accordance with the Company’s payroll practice) for the remaining six months; (iii) payment of the Preceding and/or Pro Rata Bonus to which the Executive is entitled, payable no earlier not less than six months following such termination of employment, but otherwise in accordance with Section 3.2; and (iv) any and all stock options that have been granted to the Executive (that have neither expired nor been previously exercised by the Executive) through the termination date shall be deemed fully vested on such termination date and exercisable for a period of 90 days following such date (but, in no case, beyond each such option’s specified expiration date), all in accordance with the other terms of any such plan or grant. All payments to be provided to the Executive under this Section 5.4 shall be subject to the Executive’s (x) compliance with the restrictions in Section 7 and (y) execution, within sixty (60) days of the Executive’s termination, execution of a general release and waiver of claims against the Company, its officers, directors, employees and agents from any and all liability arising from the Executive’s employment relationship with the Company (which release will include an agreement between both parties not to disparage the other) that is not revoked.

Termination Without Cause or With Good Reason. If the Executive’s employment is terminated (A) by the Company without Cause, or (B) by the Executive with Good Reason, the Company shall pay (unless otherwise noted, in the normal course) to the Executive or provide the following amounts or benefits: (i) to the extent not yet paid, the Executive’s Base Salary through the date of termination at the rate in effect on the date of termination; (ii) one year’s Base Salary (as in effect as for the remainder of the date of termination)Term, payable as follows, follows (x) a lump sum payment six months following such termination removal equal to the lesser of (1) six months of Base Salary or (2) Base Salary for the remainder of the Term and (y) ), if applicable, following such six month period, continued payment of Base Salary (payable in accordance with the Company’s payroll practice) for the remaining six monthsremainder of the Term; (iii) in one lump sum amount, payable six months following such termination of employment, any Special Bonus payments not yet received during the Term as of the date of termination; (iv) to the extent not yet paid, the Non-Compete Payment, payable in equal annual installments, beginning six months following the date of termination and continuing on the anniversary date of such termination of employment until paid in full; (v) payment of the Preceding and/or Pro Rata Bonus to which the Executive is entitled, payable no earlier than six months following such termination of employment, but otherwise in accordance with Section 3.2; and (ivvi) any and all stock options that have been granted to the Executive (that have neither expired nor been previously exercised by the Executive) through the termination date shall be deemed fully vested on such termination date and exercisable for a period of 90 days following such date (but, in no case, beyond each such option’s specified expiration date), all in accordance with the other terms of any such plan or grant. All payments to be provided to the Executive under this Section 5.4 shall be subject to the Executive’s (x) compliance with the restrictions in Section 7 and (y) execution, within sixty (60) days of the Executive’s termination, execution of a general release and waiver of claims against the Company, its officers, directors, employees and agents from any and all liability arising from the Executive’s employment relationship with the Company (which release will include an agreement between both parties not to disparage the other) that is not revoked.

Termination Without Cause or With Good Reason. If the Executive’s employment is terminated (A) by the Company without Cause, or (B) by the Executive with Good Reason, the Company shall pay (unless otherwise noted, in the normal course) to the Executive or provide the following amounts or benefits: (i) to the extent not yet paid, the Executive’s Base Salary through the date of termination at the rate in effect on the date of termination; (ii) one year’s Base Salary (as in effect as of the date of termination), ) payable as follows, (x) a lump sum payment six months following such termination equal to six months of Base Salary and (y) following such six month period, continued payment of Base Salary (payable in accordance with the Company’s payroll practice) for the remaining six months; (iii) payment of the Preceding and/or Pro Rata Bonus to which the Executive is entitled, payable no earlier than six months following such termination of employment, but otherwise in accordance with Section 3.2; and (iv) any and all stock options that have been granted to the Executive (that have neither expired nor been previously exercised by the Executive) through the termination date shall be deemed fully vested on such termination date and exercisable for a period of 90 days following such date (but, in no case, beyond each such option’s specified expiration date), all in accordance with the other terms of any such plan or grant. All payments to be provided to the Executive under this Section 5.4 shall be subject to the Executive’s (x) compliance with the restrictions in Section 7 and (y) execution, within sixty (60) days of the Executive’s termination, of a general release and waiver of claims against the Company, its officers, directors, employees and agents from any and all liability arising from the Executive’s employment relationship with the Company (which release will include an agreement between both parties not to disparage the other) that is not revoked.

Termination Without Cause or With Good Reason. If the Executive’s employment is terminated during the Term (A) by the Company without Cause, or (B) by the Executive with Good Reason, the Company shall pay (unless otherwise noted, in the normal course) to the Executive or provide the following amounts or benefits: (i) to the extent not yet paid, the Executive’s Base Salary through the date of termination at the rate in effect on the date of termination; (ii) one year’s Base Salary (as in effect as of the date of termination), payable as follows, (x) a lump sum payment six months following such termination equal to six months of Base Salary and (y) following such six month period, continued payment of Base Salary (payable in accordance with the Company’s payroll practice) for the remaining six months; (iii) payment of the Preceding and/or Pro Rata Bonus to which the Executive is entitled, payable no earlier than six months following such termination of employment, but otherwise in accordance with Section 3.2; and (iv) any and all stock options that have been granted to the Executive (that have neither expired nor been previously exercised by the Executive) through the termination date shall be deemed fully vested on such termination date and exercisable for a period of 90 days following such date (but, in no case, beyond each such option’s specified expiration date), all in accordance with the other terms of any such plan or grant. All payments to be provided to the Executive under this Section 5.4 shall be subject to the Executive’s (x) compliance with the restrictions in Section 7 and (y) execution, within sixty (60) 60 days of the Executive’s termination, of a general release and waiver of claims against the Company, its officers, directors, employees and agents from any and all liability arising from the Executive’s employment relationship with the Company (which release will include an agreement between both parties not to disparage the other) that is not revoked.

Termination Without Cause or With Good Reason. If the Executive’s employment is terminated (A) by the Company without Cause, or (B) by the Executive with Good Reason, the Company shall pay (unless otherwise noted, in the normal course) to the Executive or provide the following amounts or benefits: (i) if the termination occurs during the Executive Period, then to the extent not yet paid, the Executive’s Base Salary through the date of termination at the rate in effect on the date of termination; (ii) if the termination occurs during the Executive Period, then one year’s Base Salary (as in effect as of the date of termination), payable as follows, (x) a lump sum payment six months following such termination equal to six months of Base Salary and (y) following such six month period, continued payment of Base Salary (payable in accordance with the Company’s payroll practice) for the remaining six months; (iii) payment of the Preceding and/or Pro Rata Bonus to which the Executive is entitled, payable no earlier than six months following such termination of employment, but otherwise in accordance with Section 3.2; and (iv) any and all stock options that have been granted to the Executive (that have neither expired nor been previously exercised by the Executive) through the termination date shall be deemed fully vested on such termination date and exercisable for a period of 90 days following such date (but, in no case, beyond each such option’s specified expiration date), all in accordance with the other terms of any such plan or grant. All payments to be provided to the Executive under this Section 5.4 shall be subject to the Executive’s (x) compliance with the restrictions in Section 7 8 and (y) execution, within sixty (60) days of the Executive’s termination, of a general release and waiver of claims against the Company, its officers, directors, employees and agents from any and all liability arising from the Executive’s employment relationship with the Company (which release will include an agreement between both parties not to disparage the other) that is not revoked.

Termination Without Cause or With Good Reason. If the Executive’s employment is terminated (A) by the Company without Cause, or (B) by the Executive with Good Reason, the Company shall pay (unless otherwise noted, in the normal course) to the Executive or provide the following amounts or benefits: (i) to the extent not yet paid, the Executive’s Base Salary through the date of termination at the rate in effect on the date of termination; (ii) one year’s Base Salary (as in effect as of the date of termination), payable as follows, (x) a lump sum payment six months following such termination equal to six months of Base Salary and (y) following such six month period, continued payment of Base Salary (payable in accordance with the Company’s payroll practice) for the remaining six months; (iii) payment of the Preceding and/or Pro Rata Bonus to which the Executive is entitled, payable no earlier than six months following such termination of employment, but otherwise in accordance with Section 3.2; and (iv) any and all stock options that have been granted to the Executive (that have neither expired nor been previously exercised by the Executive) through the termination date shall be deemed fully vested on such termination date and exercisable for a period of 90 days following such date (but, in no case, beyond each such option’s specified expiration date), all in accordance with the other terms of any such plan or grant. All payments to be provided to the Executive under this Section 5.4 5.2 shall be subject to the Executive’s (x) compliance with the restrictions in Section 7 and (y) execution, within sixty (60) days of the Executive’s termination, of a general release and waiver of claims against the Company, its officers, directors, employees and agents from any and all liability arising from the Executive’s employment relationship with the Company (which release will include an agreement between both parties not to disparage the other) that is not revoked.