Common use of Voluntary Resignation; Termination for Cause Clause in Contracts

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company or its Affiliates terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) Reason or (ii) for Cause by the Company, then Executive will shall not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices Benefits Plans or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination for Cause. If the Executive’s 's employment with terminates by reason of the Company terminates Executive's voluntary resignation, (i) voluntarily by and is not an Involuntary Termination), or if the Executive (other than is terminated for Good Reason) or (ii) for Cause by the CompanyCause, then the Executive will shall not be entitled to receive severance or other benefits except for those (if any) as may then be established (and applicable) under the Company’s then 's then-existing severance and benefits plans and practices or pursuant to other written agreements with policies at the Companytime of such termination.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company, including, without limitation, any Equity Award agreement.

Voluntary Resignation; Termination for Cause. If the Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Companyas a result of an Involuntary Termination, then the Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than except upon a termination for Good ReasonReason within twelve (12) months following a Change of Control) or (ii) for Cause by the Company (or any parent or subsidiary of the Company), then Executive will not be entitled to receive severance or other benefits except for those benefits (if any) which do not concern acceleration of Award vesting or severance pay based on termination of employment as may then be established under the Company’s then existing severance and benefits plans and practices other Company policies or pursuant to other written agreements with the Companyprograms, if any.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) Reason and other than due to Executive’s death or Disability), or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits (including continued vesting) except for those (if any) as may then be established under the Company’s then then-existing severance and benefits plans and practices or pursuant to other then-effective written agreements with the CompanyCompany that have not been superseded by this Agreement.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) is terminated voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.then:

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company or its Affiliates terminates (i) voluntarily by Executive (other than for Good ReasonReason within twelve (12) months following a Change of Control) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company, including, without limitation, any Employment Agreement.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good ReasonReason during the period that is on or within twelve (12) months after a Change of Control) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination for Cause. If the Executive’s 's employment with terminates by reason of the Company terminates Executive's voluntary resignation (i) voluntarily by and is not an Involuntary Termination), or if the Executive (other than is terminated for Good Reason) or (ii) for Cause by the CompanyCause, then the Executive will shall not be entitled to receive severance or other benefits except for those (if any) as may then be established (and applicable) under the Company’s then 's then-existing severance and benefits plans and practices or pursuant to other written agreements with policies at the Companytime of such termination.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Companybenefits.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reasonas a result of a Constructive Termination) or (ii) for Cause by the Company (or any parent or subsidiary of the Company), then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company, including, without limitation, any Employment Agreement.

Voluntary Resignation; Termination for Cause. If the Executive’s employment with the Company terminates (i) voluntarily by the Executive (other than for Good Reason) Reason or Disability or (ii) for Cause by the Company, then the Executive will shall not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates by reason of Executive’s voluntary resignation (i) voluntarily by Executive (other than which is not a Voluntary Termination for Good Reason) ), or (ii) if Executive is terminated for Cause by the CompanyCause, then Executive will shall not be entitled to receive severance or other benefits except for those (if any) pursuant to this Agreement. In such event, Executive shall receive all earned but unpaid compensation as may then be established under the Company’s then existing severance and benefits plans and practices required by law or pursuant to any other written agreements effective plan or agreement of or with the Company.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company or its Affiliates terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits under this Agreement, except for those (if any) accrued compensation as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Companyspecified in Section 4(d).

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company or its Affiliates terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company, including, without limitation, any Employment Agreement.

Voluntary Resignation; Termination for Cause. If the Executive voluntarily resigns from the Company, or if the Company terminates the Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the CompanyCause, then the Executive will shall not be entitled to receive severance or other benefits except pursuant to this Agreement. However, Executive shall remain eligible for those other benefits (if any) as may then be established available under the Company’s then existing severance and benefits plans and practices policies or pursuant to other written agreements with required by law at the Companytime of Executive’s termination.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Executive voluntarily resigns from the Company (other than as an Involuntary or Constructive Termination described in subsection 5(a)(i)), or if the Company terminates (i) voluntarily by Executive (other than the Executive's employment for Good Reason) or (ii) for Cause by the CompanyCause, then the Executive will shall not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s 's then existing severance and benefits benefit plans and practices or pursuant to other written agreements with at the Companytime of such termination.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good ReasonReason during the Change in Control Period) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination for Cause. If Executive’s 's employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) Reason or (ii) for Cause by the Company, then Executive will shall not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s 's then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination for Cause. If Executive’s 's employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) Reason or (ii) for Cause by the Company, then Executive will shall not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s 's then existing severance and benefits plans and practices Benefits Plans or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company or its Affiliates (as defined below) terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company, if applicable.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) , or (ii) for Cause by the Company, then Executive will shall not be entitled to receive any payment other than accrued but unpaid vacation, expense reimbursements, wages, and other benefits due to Executive under any Company’s established employee plans, policies, and arrangements that provide benefits other than in the nature of severance or other benefits except for those separation pay (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company“Accrued Compensation”).

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Executive voluntarily resigns from the Company (other than as an Involuntary or Constructive Termination), or if the Company terminates (i) voluntarily by Executive (other than the Executive's employment for Good Reason) or (ii) for Cause by the CompanyCause, then the Executive will not shall be entitled to receive severance or and any other benefits except for those (if any) only as may then be established under the Company’s 's then existing severance and benefits exiting benefit plans and practices or pursuant to other written agreements with at the Companytime of such termination.

Voluntary Resignation; Termination for Cause. If the Executive’s employment with terminates by reason of the Company terminates Executive’s voluntary resignation (i) voluntarily by Executive (other than and is not a Voluntary Termination for Good Reason) ), or (ii) if the Executive is terminated for Cause by the CompanyCause, then the Executive will shall not be entitled to receive severance or other benefits except for those (if any) pursuant to this Agreement. In such event, the Executive shall receive all earned but unpaid compensation as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Companyrequired by law.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then then-existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good ReasonReason in connection with a Change of Control) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good ReasonReason during the Change of Control Period) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination for Cause. If Executive’s 's employment with the Company terminates (i) voluntarily by Executive (other than reason of Executive's voluntary resignation and is not for Good Reason) , or (ii) if Executive is terminated for Cause by the CompanyCause, then Executive will shall not be entitled to receive severance or other benefits except for those (those, if any) , as may then be established under the Company’s 's then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company and its subsidiaries terminates (i) voluntarily by Executive in a voluntary resignation (other than for Good Reason) Reason during the Change of Control Period), or (ii) if Executive’s employment is terminated for Cause by the CompanyCause, then Executive will shall not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Companyotherwise provided by applicable law.

Voluntary Resignation; Termination for Cause. If the Executive’s 's employment with the Company terminates (i) voluntarily by the Executive (other than for Good Reason) or (ii) for Cause by the Company, then the Executive will shall not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then 's then-existing severance and benefits plans and practices or pursuant to his or her Employment Agreement or other written agreements agreements, if any, with the Company.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than except upon a termination for Good Reason) or (ii) for Cause by the Company (or any parent or subsidiary of the Company), then Executive will not be entitled to receive severance or other benefits except for those benefits (if any) which do not concern acceleration of Award vesting or severance pay based on termination of employment as may then be established under the Company’s then existing severance and benefits plans and practices other Company policies or pursuant to other written agreements with the Companyprograms, if any.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the CompanyCompany (if any).

Voluntary Resignation; Termination for Cause. If the Executive’s employment with the Company terminates (i) voluntarily by the Executive (other than for Good Reason) Reason or due to Disability or (ii) for Cause by the Company, then the Executive will shall not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good ReasonReason during the Change of Control Period) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the CompanyCompany (if any).

Voluntary Resignation; Termination for Cause. If the Executive’s employment with terminates by reason of the Company terminates Executive’s voluntary resignation, (i) voluntarily by and is not an Involuntary Termination), or if the Executive (other than is terminated for Good Reason) or (ii) for Cause by the CompanyCause, then the Executive will shall not be entitled to receive severance or other benefits except for those (if any) as may then be established (and applicable) under the Company’s then then-existing severance and benefits plans and practices or pursuant to other written agreements with policies at the Companytime of such termination.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company Executive -------------------------------------------- voluntarily terminates (i) voluntarily by employment, or if the Executive (other than is terminated for Good Reason) or (ii) for Cause by the CompanyCause, at any time, then the Executive will shall not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits 's written employee plans and practices or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than except upon a termination for Good Reason) or (ii) for Cause by the Company (or any parent or subsidiary of the Company), then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company, including, without limitation, any Employment Agreement.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Executive voluntarily resigns from the Company (other than as an Involuntary or Constructive Termination described in subsection 6(a)(i)), or if the Company terminates (i) voluntarily by Executive (other than the Executive's employment for Good Reason) or (ii) for Cause by the CompanyCause, then the Executive will shall not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s 's then existing severance and benefits benefit plans and practices or pursuant to other written agreements with at the Companytime of such termination.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) Executive, or (ii) for Cause by the Company (or any parent or subsidiary or successor of the Company), then Executive will not be entitled to receive any severance or benefits and the sole obligation of the Company shall be to pay to Executive, an amount equal to Executive’s base salary payable through the date of termination of employment and any other employee benefits except for those (if any) as may then be established under earned and owed through the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Companydate of termination.

Voluntary Resignation; Termination for Cause. If If, at any time prior to or after a Change in Control, Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company, including, without limitation, any Equity Award agreement.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) Reason during the Change of Control Period, or (ii) for Cause by the Company, then Executive will shall not be entitled to receive any payment other than accrued but unpaid vacation, expense reimbursements, wages, and other benefits due to Executive under any Company's established employee plans, policies, and arrangements that provide benefits other than in the nature of severance or other benefits except for those separation pay (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company“Accrued Compensation”).

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company and its subsidiaries terminates (i) voluntarily by Executive in a voluntary resignation (other than for Good Reason) Reason during the Change of Control Period), or (ii) if the Executive is terminated for Cause by the CompanyCause, then Executive will shall not be entitled to receive severance or other benefits except for as otherwise provided by applicable law or those (if any) as may then be established available under the Company’s then existing severance and benefits benefit plans and practices or pursuant to other written agreements with policies in effect at the Companytime of such termination.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company. Executive will receive all accrued but unpaid PTO, FH, expense reimbursements, and wages as required by law.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Executive voluntarily resigns from the Company (other than as an Involuntary or Constructive Termination as described in subsection 6(b)(i)), or if the Company terminates (i) voluntarily by Executive (other than the Executive's employment for Good Reason) or (ii) for Cause by the CompanyCause, then the Executive will shall not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s 's then existing severance and benefits benefit plans and practices or pursuant to other written agreements with at the Companytime of such termination.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Executive voluntarily -------------------------------------------- resigns from the Company, or if the Company terminates (i) voluntarily by Executive (other than the Executive's employment for Good Reason) or (ii) for Cause by the CompanyCause, then the Executive will shall not be entitled to receive severance or other benefits except pursuant to this Agreement. However, Executive shall remain eligible for those the severance and other benefits (if any) as may then be established available under the Company’s 's then existing severance and benefits plans and practices or pursuant to other written agreements with policies at the Companytime of Executive's termination.

Voluntary Resignation; Termination for Cause. If the Executive’s employment with terminates by reason of the Company terminates Executive’s voluntary resignation (i) voluntarily by Executive (other than and is not a voluntary termination for Good Reason) ), or (ii) if the Executive is terminated for Cause by the CompanyCause, then the Executive will shall not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company, except that Executive shall receive the Company-Paid Coverage if he remains employed with the Company for 12 months following a Change of Control.

Voluntary Resignation; Termination for Cause. If Executive’s employment with Executive voluntarily resigns from the Company terminates (i) voluntarily by or is terminated for Cause, Executive (other than for Good Reason) or (ii) for Cause by the Company, then Executive will shall not be entitled to receive severance or other benefits hereunder except for those (those, if any) , as may then be established available under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with policies then existing at the Companytime of such termination.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company or its Affiliates terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Companypractices.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company, including, without limitation, any equity award agreement.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Executive voluntarily resigns from the Company (other than as an Involuntary Termination), or if the Company terminates (i) voluntarily by Executive (other than the Executive's employment for Good Reason) or (ii) for Cause by the CompanyCause, then the Executive will shall not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Companythis Agreement.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) Reason and other than due to Executive’s death or Disability), or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits (including continued vesting) except for those (if any) as may then be established under the Company’s then then-existing severance and benefits plans and practices or pursuant to other then-effective written agreements with the Company.

Voluntary Resignation; Termination for Cause. If Except as set forth in Section 9(f) below and 4(b) above, if Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) Reason or (ii) for Cause by the Company, then Executive will shall not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices Benefits Plans or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for (i) the Accrued Items and (ii) those severance or other benefits (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination for Cause. If Executive’s 's employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s 's then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company, then Executive will shall not be entitled to receive severance or other benefits except for those (if any) provided for in an Employment Agreement or as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) or Reason during the Term), (ii) for Cause by the Company, or (iii) for any reason following the expiration of the Term, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then then-existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than except upon a termination for Good ReasonReason on or within six (6) months following a Change of Control) or (ii) for Cause by the Company (or any parent or subsidiary of the Company), then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company, including, without limitation, any Employment Agreement or Equity Award agreements.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good ReasonReason during the period that is on or within twelve (12) following a Change of Control) or (ii) for Cause by the Company (or any parent or subsidiary of the Company), then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company and its subsidiaries terminates (i) voluntarily by Executive in a voluntary resignation (other than for with Good Reason) ), or (ii) if the Executive is terminated for Cause by the CompanyCause, then Executive will shall not be entitled to receive severance or other benefits except for as otherwise provided by applicable law or those (if any) as may then be established available under the Company’s then existing severance and benefits benefit plans and practices policies in effect at the time of such termination (see Section 7(e) in the case of termination due to death or pursuant to other written agreements with the CompanyDisability).

Voluntary Resignation; Termination for Cause. If the Executive’s 's employment with the Company terminates (i) voluntarily is terminated either by Executive (other than reason Executive's voluntary resignation or involuntarily for Good Reason) or (ii) for Cause by the CompanyCause, then the Executive will shall not be entitled to receive severance or other benefits except for those (if any) as may then be established applicable under the Company’s 's then existing severance and benefits plans and practices policies at the time of such termination other than under this Agreement or pursuant to other as specified in any individual written agreements with signed by both the CompanyCompany and the Executive that are in effect at the time of such termination.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive in a voluntary resignation (other than for Good Reason) Reason during the Change of Control Period), or (ii) if the Executive is terminated for Cause by the CompanyCause, then Executive will shall not be entitled to receive severance or other benefits except for as otherwise provided by applicable law or those (if any) as may then be established available under the Company’s then existing severance and benefits benefit plans and practices or pursuant to other written agreements with policies in effect at the Companytime of such termination.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) ), or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then then-existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination for Cause. If Executive’s Executives employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company (or any parent or subsidiary of the Company), then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s Companys then existing severance and benefits plans and practices or pursuant to other written agreements with the Company, including, without limitation, any Employment Agreement.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) , or (ii) for Cause by the Company, then Executive will shall not be entitled to receive any payment other than accrued but unpaid vacation, expense reimbursements, wages, and other benefits due to Executive under any Company's established employee plans, policies, and arrangements that provide benefits other than in the nature of severance or other benefits except for those separation pay (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company“Accrued Compensation”).

Voluntary Resignation; Termination for Cause. If (i) Executive’s employment with terminates prior to the Company terminates (i) voluntarily by Executive (other than for Good Reason) occurrence of a Change of Control, or (ii) Executive’s employment terminates following the occurrence of a Change of Control for Cause any reason other than Executive’s resignation for Good Reason or termination by the CompanyCompany other than for Cause, then Executive will shall not be entitled to receive severance or other benefits except for those (those, if any) , as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reasonas a result of a Constructive Termination) or (ii) for Cause by the Company (or any parent or subsidiary of the Company), then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and Infinera – Section 16 Change of Control Agreement benefits plans and practices or pursuant to other written agreements with the Company, including, without limitation, any Employment Agreement.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company, then Executive will not be entitled to receive any severance pay or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Companythis Agreement.

Voluntary Resignation; Termination for Cause. If the Executive’s 's employment with terminates by reason of the Company terminates Executive's voluntary resignation (i) voluntarily by Executive (other than and is not a Voluntary Termination for Good Reason) ), or (ii) if the Executive is terminated for Cause by the CompanyCause, then the Executive will shall not be entitled to receive severance or other benefits except for under this Agreement and shall only be eligible to receive those severance or other benefits (if any) as may then be established under the Company’s 's then existing severance and and/or benefits plans and practices or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination for Cause. If the Executive’s 's employment with terminates by reason of Executive's voluntary resignation or if the Company terminates (i) voluntarily by Executive (other than is terminated for Good Reason) or (ii) for Cause by Cause, the Company, then Executive will shall not be entitled to receive severance payments or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Companythis Section.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if 3 33857/00600/FW/10411001.4 any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits benefits, except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) ); or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits (including continued vesting) except for those (if any) as may then be established under the Company’s then then-existing severance and benefits plans and practices or pursuant to other then-effective written agreements with the Company.Company that have not been superseded by this Agreement

Voluntary Resignation; Termination for Cause. If the Executive voluntarily resigns from the Company, or if the Company terminates the Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the CompanyCause, then the Executive will shall not be entitled to receive severance or other benefits except pursuant to this Agreement. However, Executive shall remain eligible for those the severance and other benefits (if any) as may then be established available under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with policies at the Companytime of Executive’s termination.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company and its subsidiaries terminates (i) voluntarily by Executive in a voluntary resignation (other than for Good Reason) Reason during the Change of Control Period), or (ii) if the Executive is terminated for Cause by the CompanyCause, then Executive will shall not be entitled to receive severance or other benefits except for as otherwise provided by applicable law or those (if any) as may then be established available under the Company’s then existing severance and benefits benefit plans and practices policies in effect at the time of such termination (see Section 3(e) in the case of termination due to death or pursuant to other written agreements with the CompanyDisability).

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.or

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for (x) the Accrued Compensation and (y) those severance or other benefits (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) due to Executive’s voluntary resignation, or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or and other benefits except for those (those, if any) , as may then be established available under the Company’s then existing severance and benefits other benefit plans and practices or pursuant to other written agreements with the Companypolicies, as then in effect.

Voluntary Resignation; Termination for Cause. If the Executive’s employment with terminates by reason of the Company terminates Executive’s voluntary resignation (i) voluntarily by Executive (other than and is not a Voluntary Termination for Good Reason) ), or (ii) if the Executive is terminated for Cause by the CompanyCause, then the Executive will shall not be entitled to receive severance or other benefits except for under this Agreement and shall only be eligible to receive those severance or other benefits (if any) as may then be established under the Company’s then existing severance and and/or benefits plans and practices or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company and its subsidiaries terminates (i) voluntarily as a result of a voluntary resignation by the Executive (other than for Good Reason) Reason during the Change of Control Period), or (ii) for Cause if Executive’s employment is terminated by the CompanyCompany for Cause, then Executive will shall not be entitled to receive severance severance, benefits or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Companyaccelerated vesting.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good ReasonReason during the period that is on or within [ ] months following a Change of Control) or (ii) for Cause by the Company (or any parent or subsidiary of the Company), then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination for Cause. If Executive voluntarily terminates Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) if the Company terminates Executive’s employment with the Company for Cause by the CompanyCause, then Executive will (i) receive his or her Accrued Benefit, and (ii) not be entitled to receive severance any other compensation or other benefits (including, without limitation, accelerated vesting of any equity awards) from the Company except for those (if anyto the extent provided under agreement(s) relating to any equity awards or as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Companyrequired by law (for example, COBRA).

Voluntary Resignation; Termination for Cause. If the Executive’s employment with the Company terminates (i) voluntarily by the Executive (other than for Good Reason) or (ii) for Cause by the Company, then the Executive will shall not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then then-existing severance and benefits plans and practices or pursuant to his or her Employment Agreement or other written agreements agreements, if any, with the Company.

Voluntary Resignation; Termination for Cause. If Executive’s 's employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company, then Executive will shall not be entitled to receive severance or other benefits except for those (if any) provided for in the Employment Agreement or as may then be established under the Company’s 's then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination for Cause. If Except as provided in Section 3(a), if Executive’s employment with the Company terminates (i) voluntarily by Executive (other than reason of Executive’s voluntary resignation and is not for Good Reason) , or (ii) if Executive is terminated for Cause by the CompanyCause, then Executive will shall not be entitled to receive severance or other benefits except for those (those, if any) , as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company. 4.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company (or any parent or subsidiary of the Company), then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company, including, without limitation, any Employment Agreement.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reasonas a result of a Constructive Termination) or (ii) for Cause by the Company (or any parent or subsidiary of the Company), then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and Infinera – CEO Change of Control Agreement benefits plans and practices or pursuant to other written agreements with the Company, including, without limitation, any Employment Agreement.

Voluntary Resignation; Termination for Cause. If the Executive’s employment with terminates by reason of the Company terminates Executive’s voluntary resignation (i) voluntarily by Executive (other than and is not a Voluntary Termination for Good Reason) ), or (ii) if the Executive is terminated for Cause by the CompanyCause, then the Executive will shall not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Companythis Agreement.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good ReasonReason and other than due to Executive’s death or Disability) or (ii) for Cause by the Company, then Executive will receive the Accrued Amounts but will not be entitled to receive severance or other benefits (including continued vesting) except for those (if any) as may then be established under the Company’s then then-existing severance and benefits plans and practices or pursuant to other then-effective written agreements with the Company. For the avoidance of doubt, the termination of Executive’s employment by Executive without Good Reason is not a breach of this Agreement.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates is terminated (i) voluntarily by Executive (other than for without Good Reason) Reason or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any) other than the payment of accrued but unpaid wages, as may then be established under the Company’s then existing severance required by law, and benefits plans and practices or pursuant to other written agreements with the Companyany unreimbursed reimbursable expenses).

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company and its subsidiaries terminates (i) voluntarily by Executive in a voluntary resignation (other than for Good Reason) or (ii) if Executive’s employment is terminated for Cause by the Companyor due to Executive’s death or Disability, then Executive will shall not be entitled to receive severance or other benefits except for as otherwise provided by applicable law or those (if any) as may then be established available under the Company’s then existing severance and benefits benefit plans and practices or pursuant to other written agreements with policies in effect at the Companytime of such termination.

Voluntary Resignation; Termination for Cause. If Executive’s 's employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s 's then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company and its subsidiaries terminates (i) voluntarily by Executive in a voluntary resignation (other than for Good Reason) Reason during the Change of Control Period), or (ii) if Executive’s employment is terminated for Cause by the CompanyCause, then Executive will shall not be entitled to receive severance any vesting acceleration except as otherwise provided by the applicable equity plan, applicable award agreement or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Companyapplicable law.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Executive -------------------------------------------- voluntarily resigns from the Company, or if the Company terminates (i) voluntarily by Executive (other than the Executive's employment for Good Reason) or (ii) for Cause by the CompanyCause, then the Executive will shall not be entitled to receive severance or other benefits except pursuant to this Agreement. However, Executive shall remain eligible for those the severance and other benefits (if any) as may then be established available under the Company’s 's then existing severance and benefits plans and practices or pursuant to other written agreements with policies at the Companytime of Executive's termination.

Voluntary Resignation; Termination for Cause. If the Executive’s 's employment with terminates by reason of Executive's voluntary resignation, or if the Company terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) is terminated for Cause by (as defined in Section 6(a)), the Company, then Executive will shall not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Companybenefits.

Voluntary Resignation; Termination for Cause. If If, at any time prior to or after a Change in Control, Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company, then Executive sa-71146 2 will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company, including, without limitation, any Equity Award agreement.

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good ReasonReason during the Change of Control Period) or (ii) for Cause by the CompanyCompany , then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the CompanyCompany (if any).

Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good ReasonReason during the Change of Control Period) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s 's then existing severance and benefits plans and practices or pursuant to other written agreements with the CompanyCompany (if any).