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

Termination Without Cause; Termination for Good Reason. Upon the termination of Executive’s employment either by Executive with Good Reason, or by the Company without Cause, Executive shall be entitled to receive from the Company (i) the Accrued Obligations, which shall be paid within thirty (30) days following such Termination Date, (ii) any earned Annual Bonus for the fiscal year during which the Termination Date occurred (and the Annual Bonus for the prior fiscal year, if earned but not yet paid), payable in accordance with the Company’s usual bonus payment schedule, (iii) continued payment of Executive’s Base Salary for a period of twenty-four (24) months commencing on the Termination Date, payable in accordance with the standard payroll practices of the Company, and (iv) an amount equal to two (2) times Executive’s target Annual Bonus for the year during which the Termination Date occurred, payable in equal installments over a period of twenty-four (24) months commencing on the Termination Date and in accordance with the standard payroll practices of the Company. In addition, Company shall maintain the Continued Benefits in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of twenty-four (24) months commencing on the Termination Date, and Executive shall be entitled to full COBRA rights following the termination of such Continued Benefits. If Executive elects to utilize rights under COBRA after the Termination Date, Executive shall be responsible for all premiums in respect thereof, as permitted by law. Payments made pursuant to clause (ii) and (iii) directly above shall be subject to Executive executing an effective Release within sixty (60) days following the Termination Date and Executive’s continued compliance with the Non-Competition Agreement (as defined below). Notwithstanding the foregoing, in the event that any Continued Benefits are prohibited by the terms of such programs or by applicable law, the Company shall reimburse Executive (or his surviving spouse and dependants if applicable) for the cost of obtaining comparable coverage.

Termination Without Cause; Termination for Good Reason. Upon the termination of Executive’s employment either by Executive with Good Reason, or by the Company without Cause, Executive shall be entitled to receive from the Company (i) the Accrued Obligations, which shall be paid within thirty (30) days following such Termination Date, (ii) any earned Annual Bonus for the fiscal year during which the Termination Date occurred (and the Annual Bonus for the prior fiscal year, if earned but not yet paid), payable in accordance with the Company’s usual bonus payment schedule, (iii) continued payment of Executive’s Base Salary for a period of twenty-four (24) months commencing on the Termination Date, payable in accordance with the standard payroll practices of the Company, and (iv) an amount equal to two (2) times Executive’s target Annual Bonus for the year during which the Termination Date occurred, payable in equal installments over a period of twenty-four (24) months commencing on the Termination Date and in accordance with the standard payroll practices of the Company. In addition, Company shall maintain the Continued Benefits in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of twenty-four (24) months commencing on the Termination Date, and Executive shall be entitled to full COBRA rights following the termination of such Continued Benefits. If Executive elects to utilize rights under COBRA after the Termination Date, Executive shall be responsible for all premiums in respect thereof, as permitted by law. Payments made pursuant to clause (ii) and (iii) directly above shall be subject to Executive executing an effective Release within sixty (60) days following the Termination Date and Executive’s continued compliance with the Non-Competition Agreement (as defined below). Notwithstanding the foregoing, in the event that any Continued Benefits are prohibited by the terms of such programs or by applicable law, the Company shall reimburse Executive (or his surviving spouse and dependants dependents if applicable) for the cost of obtaining comparable coverage.

Termination Without Cause; Termination for Good Reason. Upon the termination of Executive’s employment either by Executive with Good Reason, or by the Company without Cause, subject to Executive’s execution and the effectiveness of the Release and Executive’s continued compliance with the Non-Competition Agreement, Executive shall be entitled to receive from the Company (i) any accrued but unpaid Base Salary and vacation pay through the Accrued ObligationsTermination Date, which shall be paid within thirty (30) days payable as soon as practicable following such Termination Date, (ii) any earned Annual Bonus for the fiscal year during which the Termination Date occurred (and the Annual Bonus for the prior fiscal year, if earned but not yet paid), payable in accordance with the Company’s usual bonus payment schedule, and (iii) continued payment of Executive’s Base Salary for a period of twenty-four (24) 18 months commencing on the Termination Date, 150% of Executive’s then current Base Salary, payable in accordance with the standard payroll practices of the Company. Solely for illustrative purposes, and if each installment of Base Salary payable to the Executive (iv) an amount equal to two (2) times Executive’s target Annual Bonus for the year during which the Termination Date occurred, payable in equal installments over a period of twenty-four (24) months commencing on the Termination Date and in accordance with the standard payroll practices of the Company) prior to such termination (and before giving effect to any withholding amounts) was $1,000, then after such termination, each installment payment payable by the Company to the Executive (in accordance with the standard payroll practices of the Company) during the immediately following 18-month period (prior to giving effect to any withholding amounts) shall be $1,500. In addition, Company shall maintain the Continued Benefits in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of twenty-four (24) 18 months commencing on the Termination Date, and Executive shall be entitled to full COBRA rights following the termination of such Continued Benefits. If Executive elects to utilize rights under COBRA after the Termination Date, Executive shall be responsible for all premiums in respect thereof, as permitted by law. Payments made pursuant to clause (ii) Executive acknowledges and (iii) directly above agrees that the payments set forth in this Section 5 constitute liquidated damages for termination of his employment and shall be subject to Executive executing an effective Release within sixty (60) days following the Termination Date and exclusively govern Executive’s continued compliance rights upon termination of employment with the Non-Competition Agreement (as defined below). Notwithstanding the foregoing, in the event that any Continued Benefits are prohibited by the terms of such programs or by applicable law, the Company shall reimburse Executive (or his surviving spouse and dependants if applicable) for the cost of obtaining comparable coverageCompany.

Termination Without Cause; Termination for Good Reason. Upon The Company may terminate Executive’s employment with the Company without Cause at any time by providing prior written notice of at least 3 months, in accordance with Section 7 below. Unless otherwise specified by the Company, the date that is 3 months following the receipt of such notice shall constitute the “Date of Termination”. The Company may replace the Date of Termination with a later date in its sole discretion upon written notice to Executive. Under such circumstances, the Company shall not be required to provide any prior period of notice. Executive may terminate his/her employment for Good Reason (as defined below) at any time, subject to the notice and cure provisions described below (for purposes of this Section 4.a, the termination date specified in any such notice shall constitute also constitute a “Date of Termination”). If Executive’s employment with the Company is terminated by the Company without Cause or by Executive for Good Reason pursuant to this Section 4.a, the Company shall pay or provide to Executive, (i) Executive’s earned but unpaid Base Salary accrued through such Date of Termination, (ii) accrued but unpaid vacation time through such Date of Termination, (iii) reimbursement of any business expenses incurred by Executive prior to the Date of Termination that are reimbursable under Section 3.f above, and (iv) any vested benefits and other amounts accruing prior to the Date of Termination due to Executive under any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act) (collectively, the “Accrued Obligations”). In addition, in the event of Executive’s employment either by Executive with being terminated without Cause or for Good Reason, or by subject to Executive’s execution and non-revocation of a binding Release (as defined below) in accordance with Section 4.f below and Executive’s continued compliance with the Company without Causeterms of the Confidential Information and Employee Development Agreement (set forth as Exhibit A hereto), Executive shall be entitled to receive the following payments and benefits from the Company (i) the Accrued Obligations, which shall be paid within thirty (30) days following such Termination Date, (ii) any earned Annual Bonus for the fiscal year during which the Termination Date occurred (and the Annual Bonus for the prior fiscal year, if earned but not yet paid), payable in accordance with the Company’s usual bonus payment schedule, (iii) “Severance”): continued payment of Executive’s Base Salary at the rate in effect as of the Date of Termination for a period of twenty-four (24) 6 months commencing on the Termination Date, payable in accordance with the standard payroll practices of the Company, and (iv) an amount equal to two (2) times Executive’s target Annual Bonus for the year during which the Termination Date occurred, payable in equal installments over a period of twenty-four (24) months commencing on the Termination Date and in accordance with the standard payroll practices of the Company. In addition, Company shall maintain the Continued Benefits in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of twenty-four (24) months commencing on the Termination Date, and Executive shall be entitled to full COBRA rights following the termination Date of such Continued Benefits. If Executive elects to utilize rights under COBRA after the Termination Date, Executive shall be responsible for all premiums in respect thereof, as permitted by law. Payments made pursuant to clause (ii) and (iii) directly above shall be subject to Executive executing an effective Release within sixty (60) days following the Termination Date and Executive’s continued compliance with the Non-Competition Agreement (as defined below). Notwithstanding the foregoing, in the event that any Continued Benefits are prohibited by the terms of such programs or by applicable law, the Company shall reimburse Executive (or his surviving spouse and dependants if applicable) for the cost of obtaining comparable coverageTermination.

Termination Without Cause; Termination for Good Reason. Upon During the termination of Term, if the Executive’s employment either by Executive with Good Reason, or is terminated by the Company without CauseCause as provided in Section 3(d), or the Executive terminates the Executive’s employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the Executive’s Accrued Benefit. In addition, subject to the Executive signing a separation and general release agreement in a form and manner satisfactory to the Company that shall include without limitation post-employment obligations consistent with the Restrictive Covenants Agreement (the “Separation and General Release Agreement”), the Separation and General Release Agreement becoming irrevocable (after a 7 business day revocation period) and fully effective, all within the time frame set forth in the Separation and General Release Agreement (but in no event later than sixty (60) days after the Date of Termination): i. the Company shall pay the Executive an amount equal to twelve (12) months of the Executive’s then current Base Salary plus a pro-rated amount equal to the Executive’s target annual incentive bonus compensation for the then-current year pro-rated to account for the period of the Executive’s employment with the Company during such year through the Date of Termination (the “Severance Amount”), provided in the event the Executive is entitled to any payments pursuant to the Restrictive Covenants Agreement (as defined in Section 8 below) the Severance Amount received in any calendar year shall be entitled reduced by the amount the Executive is paid in the same calendar year pursuant to receive from the Restrictive Covenants Agreement (the “Restrictive Covenants Agreement Setoff”). Notwithstanding the foregoing, if the Executive breaches Section 8 of this Agreement, including the Restrictive Covenants Agreement which is incorporated herein by reference, all payments of the Severance Amount shall immediately cease; ii. if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the group health plan provider, the COBRA provider or the Executive a monthly payment until the earliest of (i) twelve (12) months following the Accrued Obligations, which shall be paid within thirty (30) days following such Termination DateDate of Termination, (ii) any earned Annual Bonus the end of the Executive’s COBRA health continuation period, or (iii) the date the Executive becomes eligible for the fiscal year during which the Termination Date occurred health insurance coverage in connection with new employment or self- employment (and the Annual Bonus Executive’s eligibility for any such benefits shall be promptly reported by the prior fiscal year, if earned but not yet paidExecutive to the Company), in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and iii. the amounts payable under this Section 4(b) shall be paid out in substantially equal installments in accordance with the Company’s usual bonus payment schedule, payroll practice over twelve (iii) continued payment of Executive’s Base Salary for a period of twenty-four (2412) months commencing on the Termination Date, payable in accordance with the standard payroll practices of the Company, and (iv) an amount equal to two (2) times Executive’s target Annual Bonus for the year during which the Termination Date occurred, payable in equal installments over a period of twenty-four (24) months commencing on the Termination Date and in accordance with the standard payroll practices of the Company. In addition, Company shall maintain the Continued Benefits in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of twenty-four (24) months commencing on the Termination Date, and Executive shall be entitled to full COBRA rights following the termination of such Continued Benefits. If Executive elects to utilize rights under COBRA after the Termination Date, Executive shall be responsible for all premiums in respect thereof, as permitted by law. Payments made pursuant to clause (ii) and (iii) directly above shall be subject to Executive executing an effective Release within sixty (60) days after the Date of Termination; provided, however, that if the sixty (60)-day period begins in one calendar year and ends in a second calendar year, the severance amount shall begin to be paid in the second calendar year by the last day of such sixty (60)-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Termination Date and Executive’s continued compliance with the Non-Competition of Termination. Each payment pursuant to this Agreement (as defined belowis intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). Notwithstanding the foregoing, in the event that any Continued Benefits are prohibited by the terms of such programs or by applicable law, the Company shall reimburse Executive (or his surviving spouse and dependants if applicable) for the cost of obtaining comparable coverage.

Termination Without Cause; Termination for Good Reason. Upon Non-Renewal. If the termination Company shall terminate the Executive's employment other ----------- than for Cause or the Executive shall terminate her employment for Good Reason or the Term shall expire as a result of Executive’s employment either by Executive with Good Reason, or a Non-Renewal Notice provided by the Company without Causeto the Executive, Executive shall be entitled then, subject to receive from compliance with the Company provisions of Sections 7 and 8 hereof: (i) the Company shall pay to the Executive, as soon as practicable after the Date of Termination, the Accrued Obligations; (ii) (A) unless clause (B) below applies, which then following the Date of Termination and for the longer of twelve (12) months thereafter or the balance of the Term, the Company shall pay to the Executive monthly an amount, ("Severance Payments") equal to the quotient of the Executive's annual base salary at the rate in ================================================================================ effect as of the Date of Termination (the "Base Salary"), divided by the number twelve (12) (minus any amounts payable to the Executive during any such month as a disability benefit under a Company paid plan), or (B) in the event the Date of Termination occurs on or following a Change in Control, then, within five (5) days after the Date of Termination, the Company shall pay to the Executive in a lump sum an amount equal to the product of (X) the sum of the Executive's Base Salary and the average of the total bonuses earned by the Executive, including bonuses paid under the Company's Management Performance Compensation Plan and the Company's Long Term Incentive Cash Compensation Plan, in the three fiscal years of the Company ended immediately prior to the Date of Termination (or, if higher, in the three fiscal years of the Company ended immediately prior to the Change in Control) multiplied by (Y) two and one-half (2-1/2). For purposes of this subsection (ii): (I) if the Date of Termination occurs prior to the occurrence of a Change in Control but during the pendency of a Potential Change in Control (as hereinafter defined), such Date of Termination shall be paid within thirty deemed to have occurred following a Change in Control and (30II) days a "Potential Change in Control" shall be deemed to have occurred if the event set forth in any one of the following clauses shall have occurred: (1) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (2) the Company or any person (as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as modified and used in Sections 13(d) and 14(d) thereof (a "Person"), except that such Termination Dateterm shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any earned Annual of its affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company) publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control; (3) any Person becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 15% of or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding securities (not including in the securities beneficially owned by such Person any securities acquired directly from the Company); or ================================================================================ (4) the Board adopts a resolution to the effect that, for purposes of this subsection (ii), a Potential Change in Control has occurred. For purposes of this Agreement, the period during or with respect to which Executive is entitled to receive payments hereunder is referred to as the "Severance Period"; (iii) the Company shall pay to the Executive, at the same time as bonuses are paid to other Company executives, a Bonus for with respect to the fiscal year in which occurs the Date of Termination, such Bonus to be based upon actual performance for such fiscal year and pro rated to reflect the number of days in such fiscal year through and including the Date of Termination; and (iv) the Executive shall continue to be provided for the duration of the Severance Period with the same medical and life insurance coverage as existed immediately prior to the Notice of Termination; provided, however, that benefits otherwise -------- ------- receivable by the Executive pursuant to this Section 6(e)(iv) shall be reduced to the extent that benefits of the same type are received by or made available to the Executive during which the Termination Date occurred Severance Period (and any such benefits received by or made available to the Annual Bonus Executive shall be reported to the Company by the Executive). For the purpose of medical and life insurance coverage referred to in this subparagraph, the term "Severance Period" shall include the period following the Date of Termination and for the longer of twelve (12) months thereafter or the balance of the Term; (v) any outstanding Restricted Shares shall become fully vested; (vi) in the event that the Date of Termination occurs prior fiscal yearto a Change in Control, if earned but not yet paid), payable then each outstanding Option shall vest and become exercisable in accordance with the Company’s usual bonus payment scheduleschedule set forth in Section 5(b) hereof as if no termination of employment occurred and such Option shall terminate 90 days after the expiration of the Severance Period; (vii) in the event that the Date of Termination occurs on or after a Change in Control, (iii) continued payment of Executive’s Base Salary for a period of twenty-four (24) months commencing on the Termination Date, payable then each outstanding Option which became vested upon such Change in Control in accordance with the standard payroll practices terms of the Company, and (iv) an amount equal to two (2) times Executive’s target Annual Bonus for the year during which the Termination Date occurred, payable in equal installments over a period of twenty-four (24) months commencing on the Termination Date and in accordance with the standard payroll practices of the Company. In addition, Company shall maintain the Continued Benefits in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of twenty-four (24) months commencing on the Termination Date, and Executive shall be entitled to full COBRA rights following the termination of such Continued Benefits. If Executive elects to utilize rights under COBRA after the Termination Date, Executive shall be responsible for all premiums in respect thereof, as permitted by law. Payments made pursuant to clause (iiSections 5(b) and (iiic) directly above hereof shall be subject to Executive executing an effective Release within sixty (60) terminate 90 days following after the Termination Date and Executive’s continued compliance with expiration of the Non-Competition Agreement (as defined below). Notwithstanding the foregoing, in the event that any Continued Benefits are prohibited by the terms of such programs or by applicable law, the Company shall reimburse Executive (or his surviving spouse and dependants if applicable) for the cost of obtaining comparable coverageSeverance Period.

Termination Without Cause; Termination for Good Reason. Upon the termination of Executive’s employment either by Executive with Good Reason, or by the Company without Cause, subject to Executive’s execution and the effectiveness of the Release and Executive’s continued compliance with the Non-Competition Agreement, Executive shall be entitled to receive from the Company (i) any accrued but unpaid Base Salary and vacation pay through the Accrued ObligationsTermination Date, which shall be paid within thirty (30) days payable as soon as practicable following such Termination Date, (ii) any earned Annual Bonus for the fiscal year during which the Termination Date occurred (and the Annual Bonus for the prior fiscal year, if earned but not yet paid), payable in accordance with the Company’s usual bonus payment schedule, and (iii) continued payment of Executive’s Base Salary for a period of twenty-four (24) 18 months commencing on the Termination Date, 150% of Executive’s then current Base Salary, payable in accordance with the standard payroll practices of the Company. Solely for illustrative purposes, and if each installment of Base Salary payable to the Executive (iv) an amount equal to two (2) times Executive’s target Annual Bonus for the year during which the Termination Date occurred, payable in equal installments over a period of twenty-four (24) months commencing on the Termination Date and in accordance with the standard payroll practices of the Company) prior to such termination (and before giving effect to any withholding amounts) was $1,000, then after such termination, each installment payment payable by the Company to the Executive (in accordance with the standard payroll practices of the Company) during the immediately following 18-month period (prior to giving effect to any withholding amounts) shall be $1,500. In addition, Company shall maintain the Continued Benefits in full force and effect, for the continued benefit of Executive, his her spouse and his her dependents for a period of twenty-four (24) 18 months commencing on the Termination Date, and Executive shall be entitled to full COBRA rights following the termination of such Continued Benefits. If Executive elects to utilize rights under COBRA after the Termination Date, Executive shall be responsible for all premiums in respect thereof, as permitted by law. Payments made pursuant to clause (ii) Executive acknowledges and (iii) directly above agrees that the payments set forth in this Section 5 constitute liquidated damages for termination of her employment and shall be subject to Executive executing an effective Release within sixty (60) days following the Termination Date and exclusively govern Executive’s continued compliance rights upon termination of employment with the Non-Competition Agreement (as defined below). Notwithstanding the foregoing, in the event that any Continued Benefits are prohibited by the terms of such programs or by applicable law, the Company shall reimburse Executive (or his surviving spouse and dependants if applicable) for the cost of obtaining comparable coverageCompany.