Common use of With Good Reason or Without Cause Clause in Contracts

With Good Reason or Without Cause. If, during the Scheduled Term, the Company terminates your employment without Cause or you terminate your employment with Good Reason: (1) The Company will pay the following as of the end of your employment: (A) accrued but unpaid Salary up to the last day of your employment, (B) your Salary for any accrued but unused vacation, and (C) any accrued expense reimbursements and other cash entitlements (including for accrued expense reimbursement for which supporting documentation is submitted within 30 days after termination of your employment) (together, your “Accrued Compensation”). In addition, the Company will timely pay you any amounts and provide you any benefits that are required, or to which you are entitled, under any plan, contract or arrangement of the Company as of the end of your employment (together, the “Other Benefits”). (2) The Company will pay you severance (“Severance Payments”) in an amount equal to (A) the sum of your Salary and your annual target Annual Incentive for the fiscal year in which the Termination Notice is given (or if such target Annual Incentive has not yet been established for such fiscal year, the target Annual Incentive for the fiscal year prior to the year in which the Termination Notice is given) multiplied by (B) the severance multiplier provided on your Schedule (your “Severance Multiplier”). (3) Your Annual Incentive will be governed by the terms of the EXCEL plan and any applicable Administrative Guide or Award Notice.

With Good Reason or Without Cause. If, during the Scheduled Term, the Company terminates your employment without Cause or you terminate your employment with for Good Reason: (1) The Company will pay you the following as of at the end of your employment: (A) your accrued but unpaid Salary up to through the last day of your employment, (B) your Salary for any accrued but unused vacation, and (C) any accrued expense reimbursements and other cash entitlements (including for accrued expense reimbursement for which supporting documentation is submitted within 30 days after termination of your employment) (together, your “Accrued Compensation”). In addition, the Company will timely pay you any amounts and provide you any benefits that are required, or to which you are entitled, under any plan, contract or arrangement of the Company as of the end of your employment (together, the “Other Benefits”). (2) The Company will pay you severance (“Severance Payments”) in an amount equal to (A) the sum of your Salary and your annual target any earned but unpaid Annual Incentive for the fiscal year in which ending immediately before the Termination Notice is given (or if such target Annual Incentive has not yet been established for such fiscal year, the target Annual Incentive for the fiscal year prior to the year in which the Termination Notice is given) multiplied by (B) the severance multiplier provided on end of your Schedule employment (your “Severance MultiplierEarned Annual Incentive”). (3) Your The Company will provide you (A) continuation of your Salary for the remainder of the Scheduled Term, payable in accordance with the Company’s regular payroll cycles and (B) at the same time annual incentives are paid to similarly situated executives (but in no event later than 2 1⁄2 months following the fiscal year in which your termination occurs), your Annual Incentive will be governed by the terms in respect of the EXCEL plan and any fiscal year in which such termination occurred, based on actual achievement of applicable Administrative Guide or performance targets. (4) Any unvested portion of your Emergence Award Noticewill vest immediately upon your termination of employment.

With Good Reason or Without Cause. If, during the your Scheduled Term, the Company terminates your employment without Cause or you terminate your employment with for Good Reason: (1) The Company will pay the following as of the end of your employment: (A) your accrued but unpaid Salary up to the last day of your employmentSalary, (B) your Salary for any accrued but unused vacation, vacation and (C) any accrued expense reimbursements and other cash entitlements (including for accrued expense reimbursement for which supporting documentation is submitted within 30 thirty (30) days after termination of your employment) (together, your “"Accrued Compensation”"). In addition, the Company will timely pay you any amounts and provide you any benefits that are required, or to which you are entitled, under any plan, contract or arrangement of the Company (or any affiliate) as of the end of your employment (together, the “"Other Benefits”"). (2) The Company will pay you severance (“Severance Payments”) in an amount equal to (A) any accrued but unpaid Bonus for the sum Company's tax year ending immediately before the end of your Salary and your annual target Annual Incentive for the fiscal year in which the Termination Notice is given (or if such target Annual Incentive has not yet been established for such fiscal year, the target Annual Incentive for the fiscal year prior to the year in which the Termination Notice is given) multiplied by (B) the severance multiplier provided on your Schedule employment (your “Severance Multiplier”"Earned Bonus"). (3) The Company will pay you a lump sum amount of $3,500,000 (your "Severance Pay"). (4) Your Annual Incentive Transition Awards, Company Retention RSA Grant and all other equity-based compensation (other than stock options) awarded to you by the Company or any affiliate will vest and all stock options issued to you by the Company or any affiliate will vest and be exercisable until their regularly-scheduled expiration date, and in each case any non-competition, non-solicitation or other forfeiture provisions will be governed waived. The benefits in this Section 5(d)(4) are referred to as "Accelerated Vesting". (5) For a period of thirty-six (36) months following your date of termination or such longer period as may be provided by the terms of the EXCEL plan appropriate plan, program, practice or policy (such applicable period, the "Benefits Period"), you, your spouse and your dependents will be provided with health care, life insurance and other benefits at least as favorable, and at the same cost to the you, your spouse and your dependents, as those that would have been provided to you, your spouse and your dependents under Section 4(a) of this Agreement if your employment had continued until the end of the Benefits Period; provided, however, that the health care benefits will be provided during the Benefits Period in such a manner that such benefits (and the costs and premiums thereof) are excluded from your income for federal income tax purposes (if the Company reasonably determines that providing continued coverage under one or more of its health care benefit plans could be taxable to you, the Company will provide such benefits at the level required hereby through the purchase by the Company of individual insurance coverage); provided, further, however, that during any period when you are eligible to receive such benefits under another employer-provided plan, the benefits provided by the Company under this Section 5(d)(5) may be made secondary to those provided under such other plan. The Company will use its reasonable best efforts to ensure that, following the end of the Benefits Period, you, your spouse and your eligible dependents will be eligible to elect continued health coverage pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") or other applicable Administrative Guide or Award Noticelaw, as if your employment with the Company had terminated as of the end of such period. For purposes of determining eligibility (but not the time of commencement of benefits) of you for retiree welfare benefits pursuant to the Company's retiree welfare benefit plans, if any, you will be considered to have remained employed until the end of the Benefits Period and to have retired on the last day of such period.

With Good Reason or Without Cause. If, during the Scheduled Term, If the Company terminates your employment without Cause or you terminate your employment with for Good Reason, in lieu of any cash severance benefits which you may otherwise be entitled to under any severance benefits program which may be in effect for officers or employees of the Company: (1) The Company will pay you the following as of the end of your employment: (A) accrued but your unpaid Salary up to the last day of your employmentSalary, (B) your Salary for any accrued but unused vacation, and (C) any accrued expense reimbursements and other cash entitlements entitlements, (including for accrued expense reimbursement for which supporting documentation is submitted within 30 days after termination D) any unpaid but vested Bonus and (E) any unpaid compensation deferred by you in accordance with the terms of the plans relating to such deferred compensation (together with any interest and/or earnings through the end of your employment) other than pursuant to a tax-qualified plan (together, your “"Accrued Compensation”"). In addition, the Company will timely pay you any amounts and provide you any benefits that are required, or to which you are entitled, under any plan, contract or arrangement of the Company as of the end of your employment (together, the “"Other Benefits”"). (2) The Company will pay you severance (“Severance Payments”) in an amount equal to your Accrued Bonus. Your "Accrued Bonus" means any excess of (A) the sum highest of your Salary and your annual target Annual Incentive the Bonuses paid or payable to you for the three fiscal year in which the years ending before Termination Notice is given (or if such target Annual Incentive has not yet been established for such your "Historic Bonus") multiplied by the number of days of your employment since the fiscal year, the target Annual Incentive year ending before Termination Notice is given divided by 365 over (B) any Bonus paid you for the fiscal year prior to the year in which the ending after Termination Notice is given) multiplied by (B) the severance multiplier provided on . In calculating your Schedule (Historic Bonus, your “Severance Multiplier”). (3) Your Annual Incentive Bonus for any fiscal year ending before commencement of your employment under this Agreement will be governed by the terms of the EXCEL plan deemed to be $750,000, and compensation will be deemed paid or payable even if it was deferred and any applicable Administrative Guide or Award NoticeBonus for a fiscal year for which you were employed for less than the full fiscal year will be annualized.