Common use of Voluntary Resignation for Good Reason Clause in Contracts

Voluntary Resignation for Good Reason. Executive may voluntarily terminate his employment with the Company for Good Reason within ninety (90) days following the initial existence of a condition constituting Good Reason, provided that Executive delivered to the Company written notice of such condition within thirty (30) days following its initial existence and the Company failed to cure such condition within thirty (30) days following receipt of such notice. Upon such termination, Executive will be entitled to receive his Accrued Compensation. In addition, subject to Section 11 and provided that Executive executes a full general release in a form satisfactory to the Company releasing all claims, known or unknown, that Executive may have against the Company and its affiliates and such release has become effective in accordance with its terms prior to the sixtieth (60th) day following Executive’s termination date, then Executive shall be entitled to: (i) payment by the Company in a lump sum on the sixtieth (60th) day following Executive’s employment termination date of an amount equal to twelve (12) months of Executive’s base salary then in effect immediately prior to Executive’s termination of employment; and (ii) payment by the Company of the premiums required to continue Executive’s group health care coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Executive timely elects to continue such coverage under COBRA, for a period ending on the first to occur of (A) the date twelve (12) months following Executive’s termination of employment, (B) the date Executive ceases to be eligible for coverage under COBRA, and (C) the date Executive becomes eligible for health care coverage through another employer; and (iii) acceleration in full, effective as of Executive’s final day of employment, of the vesting and/or exercisability of all then outstanding equity awards held by Executive.

Voluntary Resignation for Good Reason. Executive may voluntarily terminate his employment with the Company for Good Reason within ninety (90) days following the initial existence of a condition constituting Good Reason, provided that Executive delivered to the Company written notice of such condition within thirty (30) days following its initial existence and the Company failed to cure such condition within thirty (30) days following receipt of such notice. Upon such termination, Executive will be entitled to receive his Accrued Compensation. In addition, subject to Section 11 and provided that Executive executes a full general release in a form satisfactory to the Company releasing all claims, known or unknown, that Executive may have against the Company and its affiliates and such release has become effective in accordance with its terms prior to the sixtieth (60th) day following Executive’s termination date, then Executive shall be entitled to: (i) payment by the Company in of an amount equal to Executive’s most recent twelve (12) months’ base salary, divided into equal installments and paid on the Company’s regular payroll dates over a lump sum period of twelve (12) months commencing with the first regular payroll date occurring on or after the sixtieth (60th) day following Executive’s employment termination date, together with a catch-up payment consisting of the installments that otherwise would have been paid on the regular payroll dates occurring between the termination date and such initial payment date, and the remaining installments paid on succeeding regular payroll dates during such twelve-month period until paid in full; and (ii) payment by the Company of an amount equal to twelve (12) months the Bonus Executive otherwise would have earned had Executive’s employment continued through the end of the then current bonus period, prorated for the number of days of Executive’s base salary then in effect immediately employment during such bonus period prior to Executive’s termination of employmentdate, such payment to be made at the time provided by the applicable bonus plan for the same bonus period; and (iiiii) payment by the Company of the premiums required to continue Executive’s group health care coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Executive timely elects to continue such coverage under COBRA, for a period ending on the first to occur of (A) the date twelve (12) months following Executive’s termination of employment, (B) the date Executive ceases to be eligible for coverage under COBRA, and (C) the date Executive becomes eligible for health care coverage through another employer; and (iii) acceleration in full, effective as of Executive’s final day of employment, of the vesting and/or exercisability of all then outstanding equity awards held by Executive.

Voluntary Resignation for Good Reason. Executive may voluntarily terminate his employment with the Company for Good Reason within ninety (90) days following the initial existence of a condition constituting Good Reason, provided that Executive delivered to the Company written notice of such condition within thirty (30) days following its initial existence and the Company failed to cure such condition within thirty (30) days following receipt of such notice. Upon such termination, Executive will be entitled to receive his Accrued Compensation. In addition, subject to Section 11 and provided that Executive executes a full general release in a form satisfactory to the Company releasing all claims, known or unknown, that Executive may have against the Company and its affiliates and such release has become effective in accordance with its terms prior to the sixtieth (60th) day following Executive’s termination date, then Executive shall be entitled to: (i) payment by the Company in a lump sum on the sixtieth (60th) day following Executive’s employment termination date of an amount determined by mutual agreement with the Company but no less than an amount equal to the sum of (A) twelve (12) months of Executive’s base salary, (B) twelve (12) months of the Guaranteed Bonus (less the portion of such bonus included in Executive’s Accrued Compensation), and (C) twelve (12) months of the Target Discretionary Bonus, based in each case on Executive’s base salary then rate in effect immediately prior to Executive’s termination of employment; and (ii) payment by the Company of the premiums required to continue Executive’s group health care coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Executive timely elects to continue such coverage under COBRA, for a period ending on the first to occur of (A) the date twelve (12) months following Executive’s termination of employment, (B) the date Executive ceases to be eligible for coverage under COBRA, and (C) the date Executive becomes eligible for health care coverage through another employer; and (iii) acceleration in full, effective as of Executive’s final day of employment, of the vesting and/or exercisability of all then outstanding equity awards held by Executive.

Voluntary Resignation for Good Reason. Executive may voluntarily terminate his employment with the Company for Good Reason within ninety (90) days following the initial existence of a condition constituting Good Reason, provided that Executive delivered to the Company written notice of such condition within thirty (30) days following its initial existence and the Company failed to cure such condition within thirty (30) days following receipt of such notice. Upon such termination, Executive will be entitled to receive his Accrued Compensation. In addition, subject to Section 11 and provided that Executive executes a full general release in a form satisfactory to the Company releasing all claims, known or unknown, that Executive may have against the Company and its affiliates and such release has become effective in accordance with its terms prior to the sixtieth (60th) day following Executive’s termination date, then Executive shall be entitled to: (i) payment by the Company in of an amount equal to Executive’s highest annual rate of base salary over the most recent twelve (12) months, divided into equal installments and paid on the Company’s regular payroll dates over a lump sum period of twelve (12) months commencing with the first regular payroll date occurring on or after the sixtieth (60th) day following Executive’s employment termination date, together with a catch-up payment consisting of the installments that otherwise would have been paid on the regular payroll dates occurring between the termination date and such initial payment date, and the remaining installments paid on succeeding regular payroll dates during such twelve-month period until paid in full; and (ii) payment by the Company of an amount equal to twelve (12) months the Discretionary Bonus Executive otherwise would have earned had Executive’s employment continued through the end of the then-current bonus period, based on actual performance achievement, and prorated for the number of days of Executive’s base salary then in effect immediately employment during such bonus period prior to Executive’s termination of employment; anddate, such payment to be made at the time provided by the applicable bonus plan for the same bonus period; (iiiii) payment by the Company of the premiums required to continue Executive’s group health care coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Executive timely elects to continue such coverage under COBRA, for a period ending on the first to occur of (A) the date twelve (12) months following Executive’s termination of employment, (B) the date Executive ceases to be eligible for coverage under COBRA, and (C) the date Executive becomes eligible for health care coverage through another employer; and (iiiiv) acceleration in full, effective as of Executive’s final day of employment, of the vesting and/or exercisability of all then outstanding equity awards (excluding equity awards (i) whose vesting is based on performance-based criteria and (ii) that is intended to constitute “qualified performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code) held by Executive.

Voluntary Resignation for Good Reason. (a) Upon a Voluntary Resignation For Good Reason following December 1, 2008, but prior to March 1, 2009, and provided Executive may voluntarily terminate his employment with executes and delivers to the Company a release and waiver of claims in the form attached hereto as Exhibit C and such release and waiver of claims is not revoked and has become effective pursuant to its terms, the Company will pay or reimburse, as applicable, the Executive upon the effectiveness of such release and waiver of claims: (a) Accrued Compensation, if any, (b) a monthly cash severance payment equal to (x) Executive’s then Base Salary, divided by (y) twelve (12), for Good Reason within ninety a period of time equal to the total number of whole months which have then elapsed since the Effective Date, and (90c) days following the initial existence of a condition constituting Good ReasonExecutive’s COBRA-related expenses for such period, provided that such COBRA-related reimbursement shall cease upon such date that Executive delivered is afforded health benefits from a subsequent employer. (b) Upon a Voluntary Resignation For Good Reason upon or following March 1, 2009, and provided Executive executes and delivers to the Company written notice a release and waiver of such condition within thirty (30) days following its initial existence and claims in the Company failed to cure such condition within thirty (30) days following receipt of such notice. Upon such termination, Executive will be entitled to receive his Accrued Compensation. In addition, subject to Section 11 and provided that Executive executes a full general release in a form satisfactory to the Company releasing all claims, known or unknown, that Executive may have against the Company and its affiliates attached hereto as Exhibit C and such release and waiver of claims is not revoked and has become effective in accordance with pursuant to its terms prior to terms, the sixtieth (60th) day following Executive’s termination dateCompany will pay or reimburse, then as applicable, the Executive shall be entitled toupon the effectiveness of such release and waiver of claims: (ia) Accrued Compensation, if any, (b) a monthly cash severance payment by the Company in a lump sum on the sixtieth equal to (60thx) day following Executive’s employment termination date of an amount equal to then Base Salary, divided by (y) twelve (12), for the following twelve (12) months of month period, and (c) Executive’s base salary then in effect immediately prior to Executive’s termination of employment; and (ii) payment by the Company of the premiums required to continue Executive’s group health care coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)-related expenses for such period, provided that such COBRA-related reimbursement shall cease upon such date that Executive timely elects to continue such coverage under COBRA, for is afforded health benefits from a period ending on the first to occur of (A) the date twelve (12) months following Executive’s termination of employment, (B) the date Executive ceases to be eligible for coverage under COBRA, and (C) the date Executive becomes eligible for health care coverage through another subsequent employer; and (iii) acceleration in full, effective as of Executive’s final day of employment, of the vesting and/or exercisability of all then outstanding equity awards held by Executive.