Common use of TERMINATION WITHOUT CAUSE; VOLUNTARY TERMINATION WITH GOOD REASON Clause in Contracts

TERMINATION WITHOUT CAUSE; VOLUNTARY TERMINATION WITH GOOD REASON. Employer may terminate this Agreement and Employee's employment with Employer without Cause at any time, with or without notice, for any reason or no reason (and no reason need be given). Employee may terminate this Agreement and Voluntarily Terminate his employment with Employer with Good Reason upon thirty (30) days' prior written notice to Employer, provided that Employer does not correct the circumstances giving Employee Good Reason during such thirty (30) day period. In the event Employee's employment with Employer is terminated pursuant to this Section 6(d), (i) Employer shall pay to Employee all amounts of Base Salary and Bonus Compensation accrued pursuant to Section 4 above through the date of termination, (ii) Employee shall be relieved of his obligations under Sections 1 and 3 hereof, and (iii) Employee shall be free to seek other employment subject to the terms of Section 8 hereof. In addition, if Employee's employment with Employer is terminated pursuant to this Section 6(d), Employer shall pay to Employee the value of all compensation and benefits that Employee would have earned under this Agreement for the remaining Term together with all reasonable attorneys' or other professional fees and costs incurred by Employee in enforcing his rights under this Section 6(d). Employer may satisfy its obligation hereunder by either providing such compensation and benefits in kind at the time such compensation and benefits would otherwise be due hereunder, or with consent of Employee, by paying the present value thereof in a lump sum. Employee has a duty to mitigate such amount by obtaining comparable or better employment, if possible, and the amounts payable hereunder shall be reduced by 25% of the base salary and bonus which Employee earns during such period. However, Employee's duty to find a comparable position does not require Employee to accept a position that is not comparable to his current position's duties, in a different location or at a lesser rate of compensation or benefits. Employer may also require Employee to fully and completely release any and all claims for breach of this Agreement as a condition to receiving such payments under this Section 6(d). Employee and his dependents shall also be entitled to any continuation health insurance coverage rights, if any, under applicable law.

TERMINATION WITHOUT CAUSE; VOLUNTARY TERMINATION WITH GOOD REASON. Employer may terminate this Agreement and Employee's ’s employment with Employer without Cause at any time, with or without notice, for any reason or no reason (and no reason need be given). Employee may terminate this Agreement and Voluntarily Terminate his employment with Employer with Good Reason upon thirty (30) days' prior written notice to Employer, provided that Employer does not correct as defined in the circumstances giving Employee Good Reason during such thirty (30) day periodAppendix). In the event Employee's ’s employment with Employer is terminated pursuant to this Section 6(d)) and such termination is not in connection with a Change In Control, (i) Employer shall pay to Employee all amounts of Base Salary and Bonus Compensation accrued pursuant to Section 4 above through the date of termination, and any accrued, but unpaid, Bonus Compensation attributable to completed fiscal years, and (ii) Employee shall be relieved of his obligations under Sections 1 and 3 hereof, and (iii) Employee shall be free to seek other employment subject to the terms of Section 8 hereof. In addition, if Employee's ’s employment with Employer is terminated pursuant to this Section 6(d)) and such termination is not in connection with a Change In Control, Employer shall pay to Employee the value of all compensation and benefits Base Salary that Employee would have earned under this Agreement for the remaining Term together with all reasonable attorneys' ’ or other professional fees and costs incurred by Employee in enforcing his rights under this Section 6(d). Employer may satisfy its obligation hereunder by either providing such compensation and benefits in kind at the time such compensation and benefits would otherwise be due hereunder, or with consent of Employee, by paying the present value thereof in a lump sum. Employee has a duty to mitigate such amount by obtaining comparable or better employment, if possible, and the amounts payable hereunder shall be reduced by 25% of the base salary and bonus which Employee earns during such period. However, Employee's duty to find a comparable position does not require Employee to accept a position that is not comparable to his current position's duties, in a different location or at a lesser rate of compensation or benefits. Employer may also require Employee to fully and completely release any and all claims for breach of this Agreement at the time of termination as a condition to receiving such payments under this Section 6(d); provided that any such release would be executed and effective no later than 60 days after Employee’s termination date. Employee and his dependents shall also be entitled to any continuation health insurance coverage rights, if any, under applicable law. Any benefits provided under Section 6(d) shall be paid in installments subject to the following: (i) For purposes of applying the exception to Section 409A for short-term deferrals, each installment payment made pursuant to this Section 6(d) shall be treated as a separate “payment” for purposes of Section 409A. Accordingly, any benefits paid (1) within 2- ½ months of the end of Employer’s taxable year containing the date on which Employee incurs a separation from service (as defined in Section 409A) (the “separation date”), or (2) within 2-½ months of Employee’s taxable year containing the separation date shall be exempt from Section 409A. (ii) To the extent benefits are not exempt from Section 409A under subparagraph (i) above, and to the extent Employee’s remaining severance pay benefit is equal to or less than the lesser of the amounts described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and (2), such severance benefit shall be exempt from Section 409A. (iii) Only to the extent a portion of Employee’s severance pay benefit is not exempt from Section 409A pursuant to subparagraphs (i) and (ii) above, such severance pay benefit shall be payable to Employee in installments according to Employer’s normal payroll schedule commencing on the payroll date following Employee’s separation date; provided, however, that no payment shall be paid to Employee if he is a specified employee as defined in Section 409A until the first payroll date of the seventh (7th) month following Employee’s separation date with any suspended payments paid in a lump sum without interest. Thereafter, the remainder of Employee’s severance pay benefit subject to this subparagraph (iii) shall be payable in installments according to Employer’s normal payroll schedule.

TERMINATION WITHOUT CAUSE; VOLUNTARY TERMINATION WITH GOOD REASON. Employer may terminate this Agreement and Employee's employment with Employer without Cause at any time, with or without notice, for any reason or no reason (and no reason need be given). Employee may terminate this Agreement and Voluntarily Terminate his employment with Employer with Good Reason upon thirty (30) days' prior written notice to Employer, provided that Employer does not correct the circumstances giving Employee Good Reason during such thirty (30) day period. In the event Employee's employment with Employer is terminated pursuant to this Section 6(d)) and such termination is not in connection with a Change In Control, (i) Employer shall pay to Employee all amounts of Base Salary and Bonus Compensation accrued pursuant to Section 4 above through the date of termination, and (ii) Employee shall be relieved of his obligations under Sections 1 and 3 hereof, and (iii) Employee shall be free to seek other employment subject to the terms of Section 8 hereof. In addition, if Employee's employment with Employer is terminated pursuant to this Section 6(d)) and such termination is not in connection with a Change In Control, Employer shall pay to Employee the value of all compensation and benefits Base Salary that Employee would have earned under this Agreement for the remaining Term together with all reasonable attorneys' or other professional fees and costs incurred by Employee in enforcing his rights under this Section 6(d). Employer may satisfy its obligation hereunder by either providing such compensation and benefits in kind at the time such compensation and benefits would otherwise be due hereunder, or with consent of Employee, by paying the present value thereof in a lump sum. Employee has a duty to mitigate such amount by obtaining comparable or better employment, if possible, and the amounts payable hereunder shall be reduced by 25% of the base salary and bonus which Employee earns during such period. However, Employee's duty to find a comparable position does not require Employee to accept a position that is not comparable to his current position's duties, in a different location or at a lesser rate of compensation or benefits. Employer may also require Employee to fully and completely release any and all claims for breach of this Agreement at the time of termination as a condition to receiving such payments under this Section 6(d). Employee and his dependents shall also be entitled to any continuation health insurance coverage rights, if any, under applicable law. Any lump sum payment shall be made as soon as practicable following the effective date of Employee’s termination (but in no event later than the fifteenth day of the third month after the date of termination), unless Employer reasonably determines that Code Section 409A will result in the imposition of additional tax on account of such payment before the expiration of the 6-month period described in Section 409A(a)(2)(B)(i) of the Code in which case such payment will be paid on the date that is six (6) months and one (1) day following the date of Employee’s separation from service (as defined in Code Section 409A) or, if earlier, the date of death of Employee.

TERMINATION WITHOUT CAUSE; VOLUNTARY TERMINATION WITH GOOD REASON. Employer The Company may in its sole discretion terminate this Agreement and Employee's Executive’s employment with Employer the Company without Cause at any time, with or without notice, for any reason or no reason (and no reason need be given). Employee Executive may terminate this Agreement and Voluntarily Terminate his employment with Employer the Company with Good Reason upon thirty (30as defined in Section 7(i) days' prior written notice to Employer, provided that Employer does not correct the circumstances giving Employee Good Reason during such thirty (30) day periodbelow). In the event Employee's Executive’s employment with Employer the Company is terminated pursuant to this Section 6(d), ): (i) Employer the Company shall pay to Employee Executive all amounts of Base Salary and Bonus Compensation accrued pursuant to Section 4 above through the date of termination, and any accrued, but unpaid, Bonus Compensation attributable to completed fiscal years, (ii) Employee Executive shall be relieved of his obligations under Sections 1 and 3 hereof, and (iii) Employee Executive shall be free to seek other employment subject to the terms of Section 8 hereof. In addition, if Employee's Executive’s employment with Employer the Company is terminated pursuant to this Section 6(d), Employer the Company shall pay to Employee Executive the value of all compensation and any other benefits that Employee Executive would have earned under this Agreement for the remaining Term together with all reasonable attorneys' ’ or other professional fees and costs incurred by Employee Executive in enforcing his rights under this Section 6(d). Employer may satisfy its obligation hereunder by either providing such compensation and benefits Payments under this Section 6(d) will be made to Executive in kind at the time such compensation and benefits would otherwise be due hereunder, or with consent of Employee, by paying the present value thereof in a lump summonthly installments. Employee Executive has a no duty to mitigate such amount payments under this Section 6(d) by obtaining comparable or better other employment. However, if possible, and the amounts payable hereunder shall be reduced by 25% of the base salary and bonus which Employee Executive earns from new employment during such period. However, Employee's duty to find a comparable position does not require Employee to accept a position that is not comparable to his current position's duties, in a different location or at a lesser rate of compensation or benefits. Employer The Company may also require Employee Executive to fully and completely release any and all claims for breach of this Agreement at the time of termination as a condition to receiving such payments under this Section 6(d); provided that any such release would be executed and effective no later than 60 days after Executive’s termination date. Employee Executive and his dependents shall also be entitled to any continuation health insurance coverage rights, if any, under applicable law. Of the amounts to be paid pursuant to Section 6(d), an amount equal to the Voluntary Termination with Notice Amount shall be paid at the same time and in the same form as provided under Section 6(c). Any additional benefits provided under Section 6(d) shall be paid in installments subject to the following: (i) For purposes of applying the exception to Section 409A for short-term deferrals, each installment payment made pursuant to this Section 6(d) shall be treated as a separate “payment” for purposes of Section 409A. Accordingly, any benefits paid (1) within 2-½ months of the end of the Company’s taxable year containing the date on which Executive incurs a separation from service (as defined in Section 409A) (the “separation date”), or (2) within 2-½ months of Executive’s taxable year containing the separation date shall be exempt from Section 409A. (ii) To the extent benefits are not exempt from Section 409A under subparagraph (i) above, and to the extent Executive’s remaining severance pay benefit is equal to or less than the lesser of the amounts described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and (2), such severance benefit shall be exempt from Section 409A. (iii) Only to the extent a portion of Executive’s severance pay benefit is not exempt from Section 409A pursuant to subparagraphs (i) and (ii) above, such severance pay benefit shall be payable to Executive in installments according to the Company’s normal payroll schedule commencing on the payroll date following Executive’s separation date; provided, however, that no payment shall be paid to Executive if he is a specified employee as defined in Section 409A until the first payroll date of the seventh (7th) month following Executive’s separation date with any suspended payments paid in a lump sum without interest. Thereafter, the remainder of Executive’s severance pay benefit subject to this subparagraph (iii) shall be payable in installments according to the Company’s normal payroll schedule.

TERMINATION WITHOUT CAUSE; VOLUNTARY TERMINATION WITH GOOD REASON. Employer may terminate this Agreement and Employee's employment with Employer without Cause at any time, with or without notice, for any reason or no reason (and no reason need be given). Employee may terminate this Agreement and Voluntarily Terminate his employment with Employer with Good Reason upon thirty (30) days' prior written notice to Employer, provided that Employer does not correct the circumstances giving Employee Good Reason during such thirty (30) day period. In the event Employee's employment with Employer is terminated pursuant to this Section 6(d), (i) Employer shall pay to Employee all amounts of Base Salary and Bonus Compensation accrued pursuant to Section 4 above through the date of termination, (ii) Employee shall be relieved of his obligations under Sections 1 and 3 hereof, and (iii) Employee shall be free to seek other employment subject to the terms of Section 8 hereof. In addition, if Employee's employment with Employer is terminated pursuant to this Section 6(d), Employer shall pay to Employee the value of all compensation and benefits that Employee would have earned under this Agreement for the remaining Term together with all reasonable attorneys' or other professional fees and costs incurred by Employee in enforcing his rights under this Section 6(d). Employer may satisfy its obligation hereunder by either providing such compensation and benefits in kind at the time such compensation and benefits would otherwise be due hereunder, or with consent of Employee, by paying the present value thereof in a lump sum. Employee has a no duty to mitigate such amount by obtaining comparable or better other employment. However, if possible, and the amounts payable hereunder shall be reduced by 25% of the base salary and bonus which Employee earns from new employment during such period. However, Employee's duty to find a comparable position does not require Employee to accept a position that is not comparable to his current position's duties, in a different location or at a lesser rate of compensation or benefits. Employer may also require Employee to fully and completely release any and all claims for breach of this Agreement at the time of termination as a condition to receiving such payments under this Section 6(d). Employee and his dependents shall also be entitled to any continuation health insurance coverage rights, if any, under applicable law.

TERMINATION WITHOUT CAUSE; VOLUNTARY TERMINATION WITH GOOD REASON. Employer may terminate this Agreement and Employee's employment with Employer without Cause at any time, with or without notice, for any reason or no reason (and no reason need be given). Employee may terminate this Agreement and Voluntarily Terminate his her employment with Employer with Good Reason upon thirty (30) days' prior written notice to Employer, provided that Employer does not correct the circumstances giving Employee Good Reason during such thirty (30) day period. In the event Employee's employment with Employer is terminated pursuant to this Section 6(d)) and such termination is not in connection with a Change In Control, (i) Employer shall pay to Employee all amounts of Base Salary and Bonus Compensation accrued pursuant to Section 4 above through the date of termination, and (ii) Employee shall be relieved of his her obligations under Sections 1 and 3 hereof, and (iii) Employee shall be free to seek other employment subject to the terms of Section 8 hereof. In addition, if Employee's employment with Employer is terminated pursuant to this Section 6(d)) and such termination is not in connection with a Change In Control, Employer shall pay to Employee the value of all compensation and benefits Base Salary that Employee would have earned under this Agreement for the remaining Term together with all reasonable attorneys' or other professional fees and costs incurred by Employee in enforcing his her rights under this Section 6(d). Employer may satisfy its obligation hereunder by either providing such compensation and benefits in kind at the time such compensation and benefits would otherwise be due hereunder, or with consent of Employee, by paying the present value thereof in a lump sum. Employee has a duty to mitigate such amount by obtaining comparable or better employment, if possible, and the amounts payable hereunder shall be reduced by 25% of the base salary and bonus which Employee earns during such period. However, Employee's duty to find a comparable position does not require Employee to accept a position that is not comparable to his current position's duties, in a different location or at a lesser rate of compensation or benefits. Employer may also require Employee to fully and completely release any and all claims for breach of this Agreement at the time of termination as a condition to receiving such payments under this Section 6(d). Employee and his her dependents shall also be entitled to any continuation health insurance coverage rights, if any, under applicable law. Any lump sum payment shall be made as soon as practicable following the effective date of Employee’s termination (but in no event later than the fifteenth day of the third month after the date of termination), unless Employer reasonably determines that Code Section 409A will result in the imposition of additional tax on account of such payment before the expiration of the 6-month period described in Section 409A(a)(2)(B)(i) of the Code in which case such payment will be paid on the date that is six (6) months and one (1) day following the date of Employee’s separation from service (as defined in Code Section 409A) or, if earlier, the date of death of Employee.

TERMINATION WITHOUT CAUSE; VOLUNTARY TERMINATION WITH GOOD REASON. Employer may terminate this Agreement and Employee's employment with Employer without Cause at any time, with or without notice, for any reason or no reason (and no reason need be given). Employee may terminate this Agreement and Voluntarily Terminate his employment with Employer with Good Reason upon thirty (30) days' prior written notice to Employer, provided that Employer does not correct the circumstances giving Employee Good Reason during such thirty (30) day period. In the event Employee's employment with Employer is terminated pursuant to this Section 6(d5(c), (i) Employer shall pay to Employee all amounts of Base Salary and Bonus Compensation accrued pursuant to Section 4 above through the date of termination, (ii) Employee shall be relieved of his obligations under Sections 1 and 3 hereof, and (iii) Employee shall be free to seek other employment subject to the terms of Section 8 7 hereof. In addition, if Employee's employment with Employer is terminated pursuant to this Section 6(d5(c), Employer shall pay to Employee the value of all compensation and benefits that Employee would have earned under this Agreement for the remaining remainder of the Initial Term or any Successive Term together with all reasonable attorneys' or other professional fees and costs incurred by Employee in enforcing his rights under this Section 6(d5(c). Employer may satisfy its obligation hereunder by either providing such compensation and benefits in kind at the time such compensation and benefits would otherwise be due hereunder, or with consent of Employee, by paying the present value thereof in a lump sum. Employee has a duty to mitigate such amount by obtaining comparable or better employment, if possible, and the amounts payable hereunder shall be reduced by 25% of the base salary and bonus which Employee earns during such period. However, Employee's duty to find a comparable position does not require Employee to accept a position that is not comparable to his current position's duties, in a different location or at a lesser rate of compensation or benefits. Employer may also require Employee to fully and completely release any and all claims for breach of this Agreement as a condition to receiving such payments under this Section 6(d). Employee and his dependents shall also be entitled to any continuation health insurance coverage rights, if any, under applicable law.