Common use of Voluntary Termination for Good Reason; Involuntary Termination Other Than for Just Cause Clause in Contracts

Voluntary Termination for Good Reason; Involuntary Termination Other Than for Just Cause. The Executive may terminate his employment with the Corporation for Good Reason at any time within one hundred eighty (180) days after the occurrence of the Good Reason event by written notice to the Corporation. If the Executive's employment with the Corporation is voluntarily terminated by the Executive for "Good Reason" or is involuntarily terminated by the Corporation other than for "Just Cause", then the Corporation shall pay or provide the Executive with the following: (a) any Accrued Benefits; (b) any unpaid amounts payable under the Incentive Plan with respect to the fiscal year ending on or preceding the Date of Termination; (c) subject to (d) below, a severance amount equal to the sum of: (A) the Executive's then Base Salary payable in respect of the then remaining term of this Agreement; and (B) the Executive's Annual Bonuses payable in respect of the calendar years (or portions thereof) then remaining in the term of this Agreement, which bonuses will be calculated based on the higher of (x) the Executive's then current Annual Bonus, (y) the highest variable pay and incentive bonus received by the Executive from the Corporation for the three (3) fiscal years last ending prior to such termination and (z) the amount equal to 50% of the Executive's then current Base Salary, which severance amount is payable in substantially equal installments over twelve (12) months in accordance with the Corporation's standard payroll practice; provided, however, that in the event of a Change of Control following such termination, the unpaid portion of such severance amount, if any, shall be paid to the Executive in full in a single lump sum cash payment immediately following such Change of Control; (d) if such termination occurs in contemplation of, at the time of, or within eighteen (18) months after a Change of Control, the Executive shall instead be entitled to a lump sum cash payment immediately following such termination equal to three (3) times the sum of: (A) the Executive's then Base Salary; and (B) the higher of (x) the Executive's then current Annual Bonus, (y) the highest variable pay and annual incentive bonus received by the Executive for the three (3) fiscal years last ending prior to such termination and (z) the amount equal to 50% of the Executive's then current Base Salary; and (e) the Executive shall be fully and immediately vested in the unvested options or equity awards granted by the Corporation to the Executive so that such options and equity awards are fully and immediately exercisable by the Executive. For greater certainty, if such termination occurs in contemplation of, at the time of, or within eighteen (18) months after a Change of Control, the Executive shall be entitled to the payments set out in Subsection 4.3(d) hereof and will not be entitled to any payments or other amounts under Subsection 4.3(c) hereof and any amounts paid by the Corporation to the Executive pursuant to Subsection 4.3(c) shall be setoff from and credited as payments made by the Corporation to the Executive pursuant to Subsection 4.3(d) hereof.

Voluntary Termination for Good Reason; Involuntary Termination Other Than for Just Cause. The Executive may terminate his employment with the Corporation for Good Reason at any time within one hundred eighty (180) days after the occurrence of the Good Reason event by written notice to the Corporation. If the Executive does not terminate his employment for Good Reason within one hundred eighty (180) days after initial occurrence of the Good Reason event, then the Executive shall be deemed to have waived his right to terminate for Good Reason with respect to such event. If the Executive's ’s employment with the Corporation is voluntarily terminated by the Executive for "“Good Reason" ” or is involuntarily terminated by the Corporation other than for "“Just Cause"”, then the Corporation shall pay or provide the Executive with the following: (a) any Accrued Benefits; (b) any unpaid amounts payable under the Incentive Plan with respect to the fiscal year ending on or preceding the Date of Termination; (c) subject to (d) below, a severance amount equal to one and a half (1.5) times the sum of: (A) the Executive's ’s then Base Salary payable in respect of the then remaining term of this AgreementSalary; and (B) the Executive's Annual Bonuses payable in respect of the calendar years (or portions thereof) then remaining in the term of this Agreement, which bonuses will be calculated based on the higher of (x) the Executive's ’s then current Annual Bonus, (y) the highest variable pay and incentive bonus received by the Executive from the Corporation for the three (3) fiscal years last ending prior to such termination and (z) the amount equal to 50% of the Executive's ’s then current Base Salary, which severance amount is payable in substantially equal installments over twelve eighteen (1218) months in accordance with the Corporation's ’s standard payroll practice; provided, however, that in the event of a Change of Control following such termination, the unpaid portion of such severance amount, if any, shall be paid to the Executive in full in a single lump sum cash payment immediately following such Change of Control; (d) if such termination occurs in contemplation of, at the time of, or within eighteen twelve (1812) months after a Change of Control, the Executive shall instead be entitled to a lump sum cash payment immediately following such termination equal to three (3) times the sum of: (A) the Executive's ’s then Base Salary; and (B) the higher of (x) the Executive's ’s then current Annual Bonus, (y) the highest variable pay and annual incentive bonus received by the Executive for the three (3) fiscal years last ending prior to such termination and (z) the amount equal to 50% of the Executive's ’s then current Base Salary; and (e) the Executive shall be fully and immediately vested in the unvested options or equity awards granted by the Corporation to the Executive so that such options and equity awards are fully and immediately exercisable by the Executive. For greater certainty, if such termination occurs in contemplation of, at the time of, or within eighteen twelve (1812) months after a Change of Control, the Executive shall be entitled to the payments set out in Subsection 4.3(d) hereof and will not be entitled to any payments or other amounts under Subsection 4.3(c) hereof and any amounts paid by the Corporation to the Executive pursuant to Subsection 4.3(c) shall be setoff from and credited as payments made by the Corporation to the Executive pursuant to Subsection 4.3(d) hereof.

Voluntary Termination for Good Reason; Involuntary Termination Other Than for Just Cause. The Executive may terminate his employment with the Corporation for Good Reason at any time within one hundred eighty (180) days after the occurrence of the Good Reason event by written notice to the Corporation. If the Executive's employment with the Corporation is voluntarily terminated by the Executive for "Good Reason" or is involuntarily terminated by the Corporation other than for "Just Cause", then the Corporation shall pay or provide the Executive with the following: (a) any Accrued Benefits; (b) any unpaid amounts payable under the Incentive Plan with respect to the fiscal year ending on or preceding the Date of Termination; (c) subject to (d) below, a severance amount equal to three (3) times the sum of: (A) the Executive's then Base Salary payable in respect of the then remaining term of this AgreementSalary; and (B) the Executive's Annual Bonuses payable in respect of the calendar years (or portions thereof) then remaining in the term of this Agreement, which bonuses will be calculated based on the higher of (x) the Executive's then current Annual Bonus, Bonus and (y) the highest variable pay and incentive bonus received by the Executive from the Corporation for the three (3) fiscal years last ending prior to such termination and (z) the amount equal to 50% of the Executive's then current Base Salarytermination, which severance amount is payable in substantially equal installments over twelve (12) months in accordance with the Corporation's standard payroll practice; provided, however, that that: (i) in the event of a Change of Control following such termination, the unpaid portion of such severance amount, if any, shall be paid to the Executive in full in a single lump sum cash payment immediately following such Change of Control;; and (dii) if such termination occurs in contemplation of, at the time of, or within eighteen three (183) months years after a Change of Control, the Executive shall instead be entitled to a lump sum cash payment immediately following such termination equal to three (3) times the sum of: (A) the Executive's then Base Salary; and (B) the higher of (x) the Executive's then current Annual Bonus, Bonus and (y) the highest variable pay and annual incentive bonus received by the Executive for the three (3) fiscal years last ending prior to such termination and (z) the amount equal to 50% of the Executive's then current Base Salarytermination; and (ec) the Executive shall be fully and immediately vested in the his unvested Stock Options and any other options or equity awards granted by the Corporation to the Executive so that such Stock Options, options and equity awards are fully and immediately exercisable by the Executive. For greater certainty, if such termination occurs in contemplation of, at the time of, or within eighteen (18) months after a Change of Control, the Executive shall be entitled to the payments set out in Subsection 4.3(d) hereof and will not be entitled to any payments or other amounts under Subsection 4.3(c) hereof and any amounts paid by the Corporation to the Executive pursuant to Subsection 4.3(c) shall be setoff from and credited as payments made by the Corporation to the Executive pursuant to Subsection 4.3(d) hereof.

Voluntary Termination for Good Reason; Involuntary Termination Other Than for Just Cause. The Executive may terminate his employment with the Corporation for Good Reason at any time within one hundred eighty (180) days after the occurrence of the Good Reason event by written notice to the Corporation. If the Executive's employment with the Corporation is voluntarily terminated by the Executive for "Good Reason" or is involuntarily terminated by the Corporation other than for "Just Cause", then the Corporation shall pay or provide the Executive with the following: (a) any Accrued Benefits; (b) any unpaid amounts payable under the Incentive Plan with respect to the fiscal year ending on or preceding the Date of Termination; (c) subject to (d) below, a severance amount equal to three (3) times the sum of: (A) the Executive's then Base Salary payable in respect of the then remaining term of this AgreementSalary; and (B) the Executive's Annual Bonuses payable in respect of the calendar years (or portions thereof) then remaining in the term of this Agreement, which bonuses will be calculated based on the higher of (x) the Executive's then current Annual Bonus, Bonus and (y) the highest variable pay and incentive bonus received by the Executive from the Corporation for the three five (35) fiscal years last ending prior to such termination and (z) the amount equal to 50% of the Executive's then current Base Salarytermination, which severance amount is payable in substantially equal installments over twelve (12) months in accordance with the Corporation's standard payroll practice; provided, however, that that: (i) in the event of a Change of Control following such termination, the unpaid portion of such severance amount, if any, shall be paid to the Executive in full in a single lump sum cash payment immediately following such Change of Control;; and (dii) if such termination occurs in contemplation of, at the time of, or within eighteen three (183) months years after a Change of Control, the Executive shall instead be entitled to a lump sum cash payment immediately following such termination equal to three (3) times the sum of: (A) the Executive's then Base Salary; and (B) the higher of (x) the Executive's then current Annual Bonus, Bonus and (y) the highest variable pay and annual incentive bonus received by the Executive for the three five (35) fiscal years last ending prior to such termination and (z) the amount equal to 50% of the Executive's then current Base Salarytermination; and (ec) the Executive shall be fully and immediately vested in the his unvested Stock Options and any other options or equity awards granted by the Corporation to the Executive so that such Stock Options, options and equity awards are fully and immediately exercisable by the Executive. For greater certainty, if such termination occurs in contemplation of, at the time of, or within eighteen (18) months after a Change of Control, the Executive shall be entitled to the payments set out in Subsection 4.3(d) hereof and will not be entitled to any payments or other amounts under Subsection 4.3(c) hereof and any amounts paid by the Corporation to the Executive pursuant to Subsection 4.3(c) shall be setoff from and credited as payments made by the Corporation to the Executive pursuant to Subsection 4.3(d) hereof.

Voluntary Termination for Good Reason; Involuntary Termination Other Than for Just Cause. The Executive may terminate his employment with the Corporation for Good Reason at any time within one hundred eighty (180) days after the occurrence of the Good Reason event by written notice to the Corporation. If the Executive does not terminate his employment for Good Reason within one hundred eighty (180) days after initial occurrence of the Good Reason event, then the Executive shall be deemed to have waived his right to terminate for Good Reason with respect to such event. If the Executive's ’s employment with the Corporation is voluntarily terminated by the Executive for "“Good Reason" ” or is involuntarily terminated by the Corporation other than for "“Just Cause"”, then the Corporation shall pay or provide the Executive with the following: (a) any Accrued Benefits; (b) any unpaid amounts payable under the Incentive Plan with respect to the fiscal year ending on or preceding the Date of Termination; (c) subject to (d) below, a severance amount equal to three (3) times the sum of: (A) the Executive's ’s then Base Salary payable in respect of the then remaining term of this AgreementSalary; and (B) the Executive's Annual Bonuses payable in respect of the calendar years (or portions thereof) then remaining in the term of this Agreement, which bonuses will be calculated based on the higher of (x) the Executive's ’s then current Annual Bonus, Bonus and (y) the highest variable pay and incentive bonus received by the Executive from the Corporation for the three (3) fiscal years last ending prior to such termination and (z) the amount equal to 50% of the Executive's then current Base Salarytermination, which severance amount is payable in substantially equal installments over twelve (12) months in accordance with the Corporation's ’s standard payroll practice; provided, however, that that: (i) in the event of a Change of Control following such termination, the unpaid portion of such severance amount, if any, shall be paid to the Executive in full in a single lump sum cash payment immediately following such Change of Control;; and (dii) if such termination occurs in contemplation of, at the time of, or within eighteen three (183) months years after a Change of Control, the Executive shall instead be entitled to a lump sum cash payment immediately following such termination equal to three (3) times the sum of: (A) the Executive's ’s then Base Salary; and (B) the higher of (x) the Executive's ’s then current Annual Bonus, Bonus and (y) the highest variable pay and annual incentive bonus received by the Executive for the three (3) fiscal years last ending prior to such termination and (z) the amount equal to 50% of the Executive's then current Base Salarytermination; and (ec) the Executive shall be fully and immediately vested in the unvested any options or equity awards granted by the Corporation to the Executive so that such options and equity awards are fully and immediately exercisable by the Executive. For greater certainty, if such termination occurs in contemplation of, at the time of, or within eighteen (18) months after a Change of Control, the Executive shall be entitled to the payments set out in Subsection 4.3(d) hereof and will not be entitled to any payments or other amounts under Subsection 4.3(c) hereof and any amounts paid by the Corporation to the Executive pursuant to Subsection 4.3(c) shall be setoff from and credited as payments made by the Corporation to the Executive pursuant to Subsection 4.3(d) hereof.