Common use of Without Cause; For Good Reason Clause in Contracts

Without Cause; For Good Reason. In addition to the amounts in Section 6(a), subject to Section 6(g) below, Employee shall be entitled to certain severance consideration described below, payable at the times and in the form set forth in Section 6(f) below, if Employee’s employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b) or (y) by Employee for Good Reason pursuant to Section 5(c), the Company shall provide Employee with a severance payment in an amount equal to the sum of one (1.0) times (A) Employee’s Base Salary as in effect immediately prior to the Termination Date and (B) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs (the “Severance Payment”). Notwithstanding the foregoing, subject to Section 6(g) below and payable at the times and in the form set forth in Section 6(f) below, if Employee’s employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b) or (y) by Employee for Good Reason pursuant to Section 5(c), in each case, on or following the date of a Change in Control, the Company shall provide Employee with a severance payment in an amount equal to the sum of one and one-half (1.5) times (A) Employee’s Base Salary as in effect immediately prior to the Termination Date and (B) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs (the “CIC Severance Payment”), provided that Employee reasonably cooperates with the Company, its successor and/or the acquiror with respect to any reasonably requested transition efforts for a period of ninety (90) days following the date of such Change in Control.

Without Cause; For Good Reason. In addition to the amounts in Section 6(a), subject to Section 6(g) below, Employee shall be entitled to certain severance consideration described below, payable at the times and in the form set forth in Section 6(f) below, if Employee’s employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b) or (y) by Employee for Good Reason pursuant to Section 5(c), the Company shall provide Employee with a severance payment in an amount equal to (A) $4,000,000 if such termination occurs prior to January 1, 2021 (the “Enhanced Payment”) (unless such termination occurs during the Protection Period as defined below) or (B) if such termination occurs on or after January 1, 2021 one and a half (1.5) times the sum of one (1.0) times (Ai) Employee’s Base Salary as in effect immediately prior to the Termination Date and (Bii) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs (the amount set forth in clause (A) or (B), the “Severance Payment”). Notwithstanding the foregoing, subject to Section 6(g) below and payable at the times and in the form set forth in Section 6(f) below, if Employee’s employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b) or (y) by Employee for Good Reason pursuant to Section 5(c), in each case, on or following during the date of a Change in ControlProtection Period (as defined below), the Company shall provide Employee with a severance payment in an amount equal to two (2) times the sum of one and one-half (1.5) times (A) Employee’s Base Salary as in effect immediately prior to the Termination Date and (B) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs occurs; (the “CIC Severance Payment”), provided that Employee reasonably cooperates with (and for the Companyavoidance of doubt if such termination is prior to January 1, its successor and/or 2021 then the acquiror with respect to any reasonably requested transition efforts for a CIC Severance Payment shall apply and not the Enhanced Payment). For purposes of this Agreement, “Protection Period” is the period of ninety (90) days following time during the Employment Period beginning on the date of a Change of Control and ending on the first anniversary of the date of such Change in of Control. If during the Employment Period, Employee’s employment is terminated by the Company without Cause pursuant to Section 5(b) and such termination occurs after the entry into a signed definitive agreement which if consummated would constitute a Change of Control, then Employee shall receive an additional payment equal to the excess of the CIC Severance Payment minus the Severance Payment with such additional payment being made at the time of the Change of Control (and for the avoidance of doubt such additional payment shall only be made if such Change of Control occurs).

Without Cause; For Good Reason. In addition to the amounts in Section 6(a), subject to Section 6(g) below, Employee shall be entitled to certain severance consideration described below, payable at the times and in the form set forth in Section 6(f) below, if Employee’s employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b) or (y) by Employee for Good Reason pursuant to Section 5(c), the Company shall provide Employee with a severance payment in an amount equal to the sum of one and one-half (1.01.5) times (A) Employee’s Base Salary as in effect immediately prior to the Termination Date and (B) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs (the “Severance Payment”). Notwithstanding the foregoing, subject to Section 6(g) below and payable at the times and in the form set forth in Section 6(f) below, if Employee’s employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b) or (y) by Employee for Good Reason pursuant to Section 5(c), in each case, on or following the date of a Change in Control, the Company shall provide Employee with a severance payment in an amount equal to the sum of one and one-half two (1.52) times (A) Employee’s Base Salary as in effect immediately prior to the Termination Date and (B) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs (the “CIC Severance Payment”), provided that Employee reasonably cooperates with the Company, its successor and/or the acquiror with respect to any reasonably requested transition efforts for a period of ninety (90) days following the date of such Change in Control.

Without Cause; For Good Reason. In addition to the amounts in Section 6(a), and subject to Section 6(g6(e) below, Employee shall be entitled to certain severance consideration described below, payable at the times and in the form as set forth in Section 6(f6(d) below, if Employee’s employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b) or (y) by Employee for Good Reason pursuant to Section 5(c), as follows: (i) Except as otherwise provided in Section 6(b)(ii), the Company shall provide Employee with a severance payment in an amount equal ​ to the sum of one (1.0) times (A) one and one-half (1.5) times the sum of (1) the greater of Employee’s Base Salary as in effect immediately prior to the Termination Date or Employee’s Base Salary as of March 31, 2020 and (B2) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs (the “Severance Payment”). Notwithstanding the foregoing, subject to in accordance with Section 6(g) below and payable at the times and in the form set forth in Section 6(f) below, if Employee’s employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b) or (y) by Employee for Good Reason pursuant to Section 5(c3(b), in each case, on or following the date of a Change in Control, the Company shall provide Employee with a severance payment in (B) an amount equal to the sum product of one and one-half (1.5) times (A) Employee’s Base Salary as in effect immediately prior to the Termination Date and (B1) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs in accordance with Section 3(b) and (2) the fraction derived (expressed as a decimal) by dividing the number of days in the year of termination that preceded the Termination Date by 365, and (C) an amount equal to the sum of the Company contributions that would be made for 18 months of group life, long-term disability and health insurance benefits (collectively, the “Group Benefits”) calculated based on monthly Company contributions as of the Termination Date with respect to coverage that was provided to Employee and his dependents as of such date (the “Severance Payment”). (ii) If such termination of Employee’s employment by the Company without Cause or by Employee for Good Reason occurs during the Protection Period (as defined below), in lieu of the Severance Payment, the Company shall provide Employee with a severance payment equal to the sum of (A) two (2) times the sum of (1) the greater of Employee’s Base Salary as in effect immediately prior to the Termination Date or Employee’s Base Salary as of March 31, 2020 and (2) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs in accordance with Section 3(b), and (B) an amount equal to the sum of the Company contributions that would be made for 24 months of Group Benefits, calculated based on monthly Company contributions as of the Termination Date with respect to coverage that was provided to the Employee and his dependents as of such date (the “CIC Severance Payment”), provided that Employee reasonably cooperates with the Company, its successor and/or the acquiror with respect to any reasonably requested transition efforts for a period of ninety (90) days following the date of such Change in Control.

Without Cause; For Good Reason. In addition prior to the amounts or More than Twelve Months following a Change in Section 6(a), subject to Section 6(gControl. If (i) below, Employee shall be entitled to certain severance consideration described below, payable at the times and in the form set forth in Section 6(f) below, if Employee’s employment is terminated during the Employment Period (x) Period, the Executive’s employment with the Company shall be terminated by the Company without Cause pursuant to Section 5(b4.1(d); (ii) Executive resigns for Good Reason; or (yiii) the Company causes an Expiration by Employee for Good Reason pursuant giving notice of non-renewal in accordance with Section 2.1 and the Expiration occurs prior to Section 5(c)the day before the fifth anniversary of the Effective Date, then provided that a Change in Control has not occurred within the twelve (12) month period immediately preceding such termination, resignation or Expiration, the Company shall provide Employee have no further payment obligations to the Executive or his legal representatives, other than: (i) Payment of any Accrued Amounts; plus (ii) Subject to (1) Section 9.16 and Section 9.17, (2) the execution and delivery of a release of any claims Executive may have against the Company in substantially the form attached hereto as Appendix A, together with such changes as the Company may reasonably require to make such release effective in light of any changes in applicable law from and after the date of this Agreement (in such revised form, a severance “Release”), (3) the expiration of any waiting periods for such a Release to become fully effective, and (4) continued compliance by Executive with all obligations of Executive under the provisions of this Agreement that survive termination of this Agreement, a monthly payment in an amount equal to the sum of one (1.0) times (A) Employee’s Base Salary as Severance Amount in effect immediately prior to the Termination Date and (B) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs (the “Severance Payment”). Notwithstanding the foregoing, subject to Section 6(g) below and payable at the times and time of termination of Executive’s employment, payable in the form set forth in Section 6(f) below, if Employee’s employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b) or (y) by Employee for Good Reason pursuant to Section 5(c), in each case, on or following the date of a Change in Control, the Company shall provide Employee with a severance payment in an amount equal to the sum of one and one-half (1.5) times (A) Employee’s Base Salary as in effect immediately prior to the Termination Date and (B) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs (the “CIC Severance Payment”), provided that Employee reasonably cooperates accordance with the Company, its successor and/or the acquiror with respect to any reasonably requested transition efforts ’s regular payroll practice for a period of ninety months equal to the greater of (90A) days following the date of remaining months in the Initial Term, or (B) eighteen (18) months; and (iii) All non-vested stock options, restricted stock and other equity-based awards issued by the Company and held by Executive shall immediately vest upon such Change in Controltermination, resignation or Expiration.

Without Cause; For Good Reason. (i) In addition to the amounts in Section 6(a), subject to Section 6(g) below, Employee shall be entitled to certain severance consideration described below, payable at the times and in the form set forth in Section 6(f) below, if Employee’s employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b) or (y) by Employee for Good Reason pursuant to Section 5(c), the Company shall provide Employee with a severance payment in an amount equal to (A) $4,000,000 if such termination occurs prior to January 1, 2021 (the “Enhanced Payment”) (unless such termination occurs during the Protection Period as defined below) or (B) if such ​ ​ termination occurs on or after January 1, 2021 the sum of one (1.01) two (2) times the sum of (Ai) the greater of Employee’s Base Salary as in effect immediately prior to the Termination Date or Employee’s Base Salary as of March 31, 2020 and (Bii) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs in accordance with Section 3(b), and (2) an amount equal to the product of (i) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs in accordance with Section 3(b) and (ii) the fraction derived (expressed as a decimal) by dividing the number of days in the year of termination that preceded the Termination Date by 365, and (3) an amount equal to the sum of the Company contributions that would be made for 24 months of group life, long-term disability and health insurance benefits (collectively, the “Group Benefits”) calculated based on monthly Company contributions as of the Termination Date with respect to coverage that was provided to Employee and his dependents as of such date (the amount set forth in clause (A) or (B), the “Severance Payment”). . (ii) Notwithstanding the foregoing, subject to Section 6(g) below and payable at the times and in the form set forth in Section 6(f) below, if Employee’s employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b) or (y) by Employee for Good Reason pursuant to Section 5(c), in each case, on or following during the date Protection Period (as defined below), in lieu of a Change providing the amounts due in ControlSection 6(b)(i), the Company shall provide Employee with a severance payment in an amount equal to the sum of one and one-half (1.5) times (A) two and a half (2.5) times the sum of (1) the greater of Employee’s Base Salary as in effect immediately prior to the Termination Date or Employee’s Base Salary as of March 31, 2020 and (B2) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs in accordance with Section 3(b), and (B) an amount equal to the sum of the Company contributions that would be made for 30 months of Group Benefits calculated based on monthly Company contributions as of the Termination Date with respect to coverage that was provided to Employee and his dependents as of such date (the “CIC Severance Payment”), provided that Employee reasonably cooperates with (and for the Companyavoidance of doubt if such termination is prior to January 1, its successor and/or 2021 then the acquiror with respect to any reasonably requested transition efforts for a CIC Severance Payment shall apply and not the Enhanced Payment). For purposes of this Agreement, “Protection Period” is the period of ninety (90) days following time during the Employment Period beginning on the date of such a Change in Controlof Control and continuing through the date that is 18 months thereafter.

Without Cause; For Good Reason. In addition to the amounts in Section 6(a), and subject to Section 6(g6(e) below, Employee shall be entitled to certain severance consideration described below, payable at the times and in the form as set forth in Section 6(f6(d) below, if Employee’s employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b) or (y) by Employee for Good Reason pursuant to Section 5(c), the Company shall provide Employee with a severance payment in an amount equal to the sum of one as follows: (1.0i) times (A) Employee’s Base Salary Except as in effect immediately prior to the Termination Date and (B) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs (the “Severance Payment”). Notwithstanding the foregoing, subject to Section 6(g) below and payable at the times and in the form set forth otherwise provided in Section 6(f) below, if Employee’s employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b) or (y) by Employee for Good Reason pursuant to Section 5(c6(b)(ii), in each case, on or following the date of a Change in Control, the Company shall provide Employee with a severance payment in an amount equal to the sum of (A) one and one-half (1.5) times the sum of (A1) Employee’s Base Salary as in effect immediately prior to the Termination Date and (B2) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs, and (B) an amount equal to the sum of the Company contributions that would be made for 12 months of group life, long-term disability and health insurance benefits (collectively, the “Group Benefits”) calculated based on monthly Company contributions as of the Termination Date with respect to coverage that was provided to Employee and his dependents as of such date (the “Severance Payment”). (ii) If such termination of Employee’s employment by the Company without Cause or by Employee for Good Reason occurs during the Protection Period (as defined below), in lieu of the Severance Payment, the Company shall provide Employee with a severance payment in an amount determined as follows (as applicable, the “CIC Severance Payment”)): (A) If the Change of Control occurs prior to the first anniversary of the Effective Date, provided the severance payment shall equal the sum of (A) one (1) times the sum of (1) Employee’s Base Salary as in effect immediately prior to the Termination Date and (2) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs, and (B) an amount equal to the sum of the Company contributions that Employee reasonably cooperates with would be made for 12 months of Group Benefits, calculated based on monthly Company contributions as of the Company, its successor and/or the acquiror Termination Date with respect to any reasonably requested transition efforts for a period of ninety (90) days following coverage that was provided to the date Employee and his dependents as of such date; (B) If the Change of Control occurs on or after the first anniversary of the Effective Date but prior to the second anniversary of the Effective Date, the severance payment shall equal the sum of (A) one and one-half (1.5) times the sum of (1) Employee’s Base Salary as in Controleffect immediately prior to the Termination Date and (2) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs, and (B) an amount equal to the sum of the Company contributions that would be made for 18 months of Group Benefits, calculated based on monthly Company contributions as of the Termination Date with respect to coverage that was provided to the Employee and his dependents as of such date; or (C) If the Change of Control occurs on or after the second anniversary of the Effective Date, the severance payment shall equal the sum of (A) two (2) times the sum of (1) Employee’s Base Salary as in effect immediately prior to the Termination Date and (2) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs, and (B) an amount equal to the sum of the Company contributions that would be made for 24 months of Group Benefits, calculated based on monthly Company contributions as of the Termination Date with respect to coverage that was provided to the Employee and his dependents as of such date.