Common use of Without Cause; Good Reason Clause in Contracts

Without Cause; Good Reason. The Company may, subject to subsection (b) of this section 5, terminate the Executive’s employment at any time without Cause, and the Executive may, subject to subsection (c) of this section 5, terminate the Executive’s employment at any time for Good Reason, in either case upon ten days’ prior written notice to the other. The notice delivered by the Company is referred to in this Agreement as the “Company Notice” and the notice delivered by the Executive is referred to in this Agreement as the “Executive Notice,” and each will specify in detail the reasons for the termination of employment. “Good Reason” means (i) at any time after the date of this Agreement the Executive’s principal place of employment is relocated from the Birmingham, Alabama area or, subject to the last sentence of this subsection, the Executive experiences an employment action after the date of this Agreement (other than the Company’s termination of the Executive’s employment) that reasonably would be deemed to be a demotion; (ii) the Executive’s position as described in section 1 of this Agreement reasonably would be deemed to have been eliminated as a result of a corporate restructuring occurring after the date of this Agreement; (iii) in anticipation of, or on or after, a Change in Control (this and all subsequent references to “Change in Control” refer to the definition of that term in the 2004 Plan), the Executive experiences an employment action that reasonably would be deemed to be a reduction in duties or status, or (iv) upon a Change in Control SKS or its successor fails to obtain and deliver to the Executive a Successor Agreement (as defined in section 9(g) of this Agreement). Upon termination of the Executive’s employment in accordance with this subsection (a), this Agreement will terminate except for SKS’s obligations in this section 5 and in sections 7, 9(f), and 9(h) of this Agreement and except for the obligations of the Executive in sections 7, 8, and 9(h) of this Agreement, each of which will continue in effect in accordance with its terms. For the purposes of clauses (i) and (iii) of the third sentence of this subsection and for the avoidance of doubt, neither a Change in Control nor the divestiture of one or more of SKS’s Club Xxxxx Xx and Parisian businesses will, in and of itself, constitute with respect to the Executive an employment action that reasonably would be deemed to constitute a demotion or a reduction in duties or status.

Without Cause; Good Reason. The Company mayCompany, subject to subsection (b) acting in accordance with the directions of this section 5the Board, may terminate the Executive’s employment at any time 's services hereunder without Cause, and the Executive may, subject to subsection (c) of this section 5, may terminate the Executive’s employment at any time his services hereunder for Good Reason, in either case upon ten days’ prior at any time following the required written notice as set forth in Clause 7.1. "GOOD REASON" shall mean, without the Executive's consent, the occurrence of any of the following circumstances unless such circumstances are fully corrected prior to the other. The notice delivered expiration of the thirty (30) calendar day period following receipt by the Company is referred and Shire Group of the Executive's notice (which notice shall be transmitted to the Company and Shire Group in this Agreement the same manner) of the existence of circumstances that provide a basis for the Executive to terminate his employment for Good Reason, describing such circumstances in reasonable detail: (a) an adverse change in the Executive's title as Chief Executive Officer of Shire Group, as Chairman of the “Board of Directors and Chief Executive Officer of the Company, or as Chairman of the Board of Directors of Shire US Inc., the Executive's involuntary removal from the Board of Directors of the Company, the Board, or Shire US Inc., or failure of the Executive to be elected to the Board of Directors of the Company, the Board or Shire US Inc., or the assignment to the Executive of duties, responsibilities or authority materially inconsistent therewith (in the case of any of the foregoing, other than by reason of the Executive's termination by the Company Notice” and for Cause), (b) a substantial diminution in the notice delivered by Executive's duties, responsibilities or authority, taken as a whole (except during periods when the Executive is referred unable to in this Agreement as the “Executive Notice,” and each will specify in detail the reasons for the termination of employment. “Good Reason” means (i) at any time after the date of this Agreement the Executive’s principal place of employment is relocated from the Birmingham, Alabama area or, subject to the last sentence of this subsection, the Executive experiences an employment action after the date of this Agreement (other than the Company’s termination perform all or substantially all of the Executive’s employment) that reasonably would be deemed to be a demotion; (ii) the Executive’s position as described in section 1 of this Agreement reasonably would be deemed to have been eliminated 's duties or responsibilities as a result of the Executive's physical or mental incapacity), (c) a corporate restructuring occurring change in location of the Executive's office to a location more than 35 miles from its current location, or (d) a material breach of this Agreement or the Ratification and Guaranty, which breach remains uncured for 30 calendar days after written notice thereof by the Executive to the Company and to Shire Group. Notwithstanding the foregoing, the following shall not constitute "Good Reason": a one-time change in location of the Executive's office from North Carolina to either the Cincinnati, Ohio metropolitan area or the Rockville, Maryland metropolitan area, provided that in connection with such relocation the Executive's moving, house-hunting and temporary housing costs are fully covered by the Company at no after-tax cost to him, the Company protects him against a loss on the equity value of his North Carolina home, and, at the Executive's option, a third party relocation company (the "Facilitator") purchases such home in accordance with common practice. The equity loss protection described in the preceding sentence shall apply solely with respect to a sale of the home (i) to the Facilitator or (ii) to another party in a bona fide arm's length transaction, in either case within one year of such relocation. In the event the Company terminates the Executive's employment without Cause, or the Executive terminates his employment for Good Reason, the Company shall pay or provide to the Executive (i) his then current accrued and unpaid Base Salary through the effective date of this Agreement; his termination as well as one hundred per cent (100%) of any accrued and unpaid bonus for any completed fiscal years preceding the year of termination, (ii) in a lump sum within 30 calendar days after such termination, an additional amount equal to one year of Base Salary plus, to be decided in the absolute discretion of the Committee, an amount in lieu of annual bonus (which may be up to an amount equal to the Target Bonus), (iii) in anticipation ofthe Pro Rata Bonus, or on or after, a Change in Control (this and all subsequent references to “Change in Control” refer to the definition of that term in the 2004 Plan), the Executive experiences an employment action that reasonably would be deemed to be a reduction in duties or status, or (iv) upon a Change an additional amount equal to thirty per cent (30%) of his Base Salary in Control SKS or its successor fails to obtain and deliver lieu of Company contributions to the Executive a Successor Agreement (as defined retirement plans in section 9(g) of this Agreement). Upon termination of the Executive’s employment in accordance with this subsection (a), this Agreement will terminate except for SKS’s obligations in this section 5 and in sections 7, 9(f), and 9(h) of this Agreement and except for the obligations of which the Executive in sections 7, 8, and 9(hparticipates pursuant to Clause 4.1(g) of this Agreement, each (v) payment of which will continue the premiums for the Executive's continued medical and dental coverage under COBRA for one year following termination, provided, however, that such payment shall cease at such time as the Executive commences participation in effect a subsequent employer's group health plan, (vi) $30,000 in accordance with its terms. For lieu of the purposes Executive's car benefit pursuant to Clause 4.1(d) of clauses this Agreement, (ivii) an amount equal to the actual amount incurred by the Executive in premiums for the amount of life insurance coverage set out in Clause 4.1(f) of this Agreement for the one-year period following termination; and (iiiviii) of the third sentence of this subsection other benefits and for the avoidance of doubt, neither a Change in Control nor the divestiture of one or more of SKS’s Club Xxxxx Xx and Parisian businesses will, in and of itself, constitute with respect payments to which the Executive an employment action that reasonably would be deemed to constitute a demotion is then entitled at law or a reduction in duties under any benefit program, including accrued but unpaid vacation or statusholiday pay, if any, and unreimbursed expenses.

Without Cause; Good Reason. The Executive may terminate his employment for Good Reason and the Company may, subject to subsection (b) of this section 5, may terminate the Executive’s employment without Cause. For purposes of this Agreement, and except as provided in the following sentence, “Good Reason” shall be deemed to occur if the Company notifies Executive of a termination of his employment other than pursuant to Sections 6(a), 6(c), 6(d) or 6(e) hereof, or if the Company breaches this Agreement in any material respect, which breach is not remedied within a reasonable period of time after receipt of written notice from Executive specifying such breach, or if the Board (i) elects a person other than Executive to commence service before December 16, 2009, as the Company’s Chairman of the Board (if Executive is then serving as a director of the Company) or Chief Executive Officer without Executive’s consent, (ii) reorganizes management so as to require him to report to a person or persons other than the Board, (iii) requires that Executive be based anywhere that is more than fifty (50) miles from the office where Executive is located as of the Effective Date, (iv) takes an action that results in Executive not being able to travel domestically by private aircraft at the Company’s expense, or (v) takes any other action which, in Executive’s reasonable judgment, results in the diminution in Executive’s status, title, position and responsibilities other than an insubstantial action not taken in bad faith and which is remedied by the Company promptly after receipt of notice from Executive. Executive shall not have Good Reason to terminate employment with the Company (or otherwise have the right to claim that he has been constructively terminated from employment) due solely to (i) the change in his duties hereunder following the expiration of the CEO Term, (ii) the fact that the Company shall cease to be a public company and shall become a subsidiary of another publicly-traded corporation or (iii) a person being appointed as lead director at any time without Causeduring the CEO Term. Notwithstanding the foregoing, Executive may terminate his employment for any or no reason during the CEO Term within two years following a Change in Control, and the Executive may, subject to subsection (c) of this section 5, terminate the such termination shall be considered a termination for Good Reason hereunder. If Executive’s employment at any time shall be terminated during the CEO Term by the Company other than for Cause or Disability or by Executive for Good Reason, then the Company shall pay Executive in either case upon ten days’ prior written notice a single payment, as severance pay and in lieu of any further salary and incentive compensation for periods subsequent to the other. The notice delivered by Termination Date, an amount in cash equal to the Company is referred sum of (A) three times the sum of Executive’s Eligible Base Salary (as defined in Section 6(a)(iii) above) and (B) the target incentive compensation that would be payable to in this Agreement as the “Company Notice” and the notice delivered by the Executive is referred to in this Agreement as the “Executive Notice,” and each will specify in detail the reasons him under Section 4(b) above for the termination of employment. “Good Reason” means (i) at any time after year in which the date of this Agreement Employment Termination Date occurs; provided, however, that if the Executive’s principal place of employment is relocated from the Birmingham, Alabama area or, subject to the last sentence of this subsection, the Executive experiences an employment action after the date of this Agreement (other than the Company’s termination of the Executive’s employment) that reasonably would be deemed to be a demotion; (ii) the Executive’s position as described in section 1 of this Agreement reasonably would be deemed to have been eliminated as a result of a corporate restructuring occurring after the date of this Agreement; (iii) in anticipation of, or on or after, Termination Date occurs following a Change in Control or during a “Protected Period” (as defined in Appendix A to this Agreement) with respect to a Change in Control, then such cash amount shall be equal to three times the sum of (A) Executive’s Eligible Base Salary and all subsequent references (B) the greater of (x) the average of the aggregate bonus and/or incentive award, if any, paid or payable to Executive for each of the two (2) fiscal years of the Company preceding the fiscal year in which Executive’s termination of employment occurs and (y) the bonus and/or incentive award paid for the fiscal year immediately preceding the date of the Change in Control. For purposes of Section 4(f), this Section 6(e) and Section 12, “Change in Control” refer to the definition of that term shall be as defined in the 2004 Plan), the Executive experiences an employment action that reasonably would be deemed to be a reduction in duties or status, or (iv) upon a Company’s Change in Control SKS or its successor fails to obtain Severance Plan, as amended and deliver to the Executive a Successor Agreement (as defined in section 9(g) of this Agreement). Upon termination of the Executive’s employment in accordance with this subsection (a)restated June 14, this Agreement will terminate except for SKS’s obligations in this section 5 and in sections 7, 9(f), and 9(h) of this Agreement and except for the obligations of the Executive in sections 7, 8, and 9(h) of this Agreement, each of which will continue in effect in accordance with its terms. For the purposes of clauses (i) and (iii) of the third sentence of this subsection and for the avoidance of doubt, neither a Change in Control nor the divestiture of one or more of SKS’s Club Xxxxx Xx and Parisian businesses will, in and of itself, constitute with respect to the Executive an employment action that reasonably would be deemed to constitute a demotion or a reduction in duties or status2006.

Without Cause; Good Reason. The Company may, subject to subsection (b) of this section 5, terminate the Executive’s employment at any time without Cause, and the Executive may, subject to subsection (c) of this section 5, terminate the Executive’s employment at any time for Good Reason, in either case upon ten days’ prior written notice to the other. The notice delivered by the Company is referred to in this Agreement as the “Company Notice” and the notice delivered by the Executive is referred to in this Agreement as the “Executive Notice,” and each will specify in detail the reasons for the termination of employment. “Good Reason” means (i) at any time after the date of this Agreement the Executive’s principal place of employment is relocated from the Birmingham, Alabama area or, subject to the last sentence of this subsection, the Executive experiences an employment action after the date of this Agreement (other than the Company’s termination of the Executive’s employment) that reasonably would be deemed to be a demotionreduction in duties or status; (ii) the Executive’s position as described in section 1 of this Agreement reasonably would be deemed to have been eliminated as a result of a corporate restructuring occurring after the date of this Agreement; or (iii) in anticipation of, or on or after, upon a Change in Control (this and all subsequent references to “Change in Control” refer to the definition of that term in the 2004 Plan), the Executive experiences an employment action that reasonably would be deemed to be a reduction in duties or status, or (iv) upon a Change in Control SKS or its successor fails to obtain and deliver to the Executive a Successor Agreement (as defined in section 9(g) of this Agreement). Upon termination of the Executive’s employment in accordance with this subsection (a), this Agreement will terminate except for SKS’s obligations in this section 5 and in sections 7, 9(f), and 9(h) of this Agreement and except for the obligations of the Executive in sections 7, 8, and 9(h) of this Agreement, each of which will continue in effect in accordance with its terms. For the purposes of clauses clause (i) and (iii) of the third sentence of this subsection and for the avoidance of doubt, neither a Change in Control nor the divestiture of one or more of SKS’s Club Xxxxx Xx and Parisian businesses will, in and of itself, constitute with respect to the Executive an employment action that reasonably would be deemed to constitute a demotion or a reduction in duties or status.

Without Cause; Good Reason. The Company may, subject to subsection (b) of this section 5, terminate the Executive’s employment at any time without Cause, and the Executive may, subject to subsection (c) of this section 5, terminate the Executive’s employment at any time for Good Reason, in either case upon ten days’ prior written notice to the other. The notice delivered by the Company is referred to in this Agreement as the “Company Notice” and the notice delivered by the Executive is referred to in this Agreement as the “Executive Notice,” and each will specify in detail the reasons for the termination of employment. “Good Reason” means (i) at any time after the date of this Agreement the Executive’s principal place of employment is relocated from the Birmingham, Alabama area or, subject to the last sentence of this subsection, the Executive experiences an employment action after the date of this Agreement (other than the Company’s termination of the Executive’s employment) that reasonably would be deemed to be a demotion; (ii) the Executive’s position as described in section 1 of this Agreement reasonably would be deemed to have been eliminated as a result of a corporate restructuring occurring after the date of this Agreement; (iii) in anticipation of, or on or after, a Change in Control (this and all subsequent references to “Change in Control” refer to the definition of that term in the 2004 Plan), the Executive experiences an employment action that reasonably would be deemed to be a reduction in duties or status, or (iv) upon a Change in Control SKS or its successor fails to obtain and deliver to the Executive a Successor Agreement (as defined in section 9(g) of this Agreement). Upon termination of the Executive’s employment in accordance with this subsection (a), this Agreement will terminate except for SKS’s obligations in this section 5 and in sections 7, 9(f), and 9(h) of this Agreement and except for the obligations of the Executive in sections 7, 8, and 9(h) of this Agreement, each of which will continue in effect in accordance with its terms. For the purposes of clauses (i) and (iii) of the third sentence of this subsection and for the avoidance of doubt, neither a Change in Control nor the divestiture of one or more of SKS’s Club Xxxxx Xx and Parisian businesses will, in and of itself, constitute with respect to the Executive an employment action that reasonably would be deemed to constitute a demotion or a reduction in duties or status.

Without Cause; Good Reason. The Executive may terminate his employment for Good Reason and the Company may, subject to subsection (b) may terminate Executive's employment without Cause. For purposes of this section 5, terminate the Executive’s employment at any time without CauseAgreement, and except as provided in the following sentence, "GOOD REASON" shall be deemed to occur if the Company notifies Executive mayof a termination of his employment other than pursuant to Sections 6(a), subject 6(c), 6(d) or 6(e) hereof, or if the Company breaches this Agreement in any material respect, which breach is not remedied within a reasonable period of time after receipt of written notice from Executive specifying such breach, or if the Board (i) elects a person other than Executive to subsection commence service before January 1, 2007, as the Company's Chairman of the Board or Chief Executive Officer without Executive's consent, (cii) reorganizes management so as to require him to report to a person or persons other than the Board, (iii) requires that Executive be based anywhere that is more than fifty (50) miles from the office where Executive is located as of the Effective Date, (iv) takes an action that results in Executive not being able to travel domestically by private aircraft at the Company's expense, or (v) takes any other action which, in Executive's reasonable judgment, results in the diminution in Executive's status, title, position and responsibilities other than an insubstantial action not taken in bad faith and which is remedied by the Company promptly after receipt of notice from Executive. Executive shall not have Good Reason to terminate employment with the Company (or otherwise have the right to claim that he has been constructively terminated from employment) due solely to (i) the change in his duties hereunder following the Transition Date pursuant to Section 7(a) or (ii) the fact that the Company shall cease to be a public company and shall become a subsidiary of another publicly-traded corporation. Notwithstanding the foregoing, Executive may terminate his employment for any or no reason within two years following a "CHANGE IN CONTROL" (as defined in Appendix A to this section 5Agreement), terminate and such termination shall be considered a termination for Good Reason hereunder. If Executive's employment shall be terminated by the Executive’s employment at any time Company other than for Cause or Disability or by Executive for Good Reason, then the Company shall pay Executive in either case upon ten days’ prior written notice a single payment, as severance pay and in lieu of any further salary and incentive compensation for periods subsequent to the other. The notice delivered by Termination Date, an amount in cash equal to the Company is referred sum of (A) three times the sum of Executive's Eligible Base Salary (as defined in Section 6(a)(iii) above) and (B) the incentive compensation that would be payable to in this Agreement as the “Company Notice” and the notice delivered by the Executive is referred to in this Agreement as the “Executive Notice,” and each will specify in detail the reasons him under Section 4(b) above for the termination of employment. “Good Reason” means (i) at any time after the date of this Agreement the Executive’s principal place of CEO Term if his employment is relocated from the Birmingham, Alabama area or, subject continued to the last sentence of this subsection, the Executive experiences an employment action after the date of this Agreement (other than the Company’s termination end of the Executive’s employment) CEO Term; provided, however, that reasonably would be deemed to be a demotion; (ii) if the Executive’s position as described in section 1 of this Agreement reasonably would be deemed to have been eliminated as a result of a corporate restructuring occurring after the date of this Agreement; (iii) in anticipation of, or on or after, Termination Date occurs following a Change in Control (this and all subsequent references to “Change in Control” refer to the definition of that term in the 2004 Plan), the Executive experiences an employment action that reasonably would be deemed to be or during a reduction in duties or status, or (iv) upon a Change in Control SKS or its successor fails to obtain and deliver to the Executive a Successor Agreement "PROTECTED PERIOD" (as defined in section 9(g) of Appendix A to this Agreement). Upon termination of the Executive’s employment in accordance ) with this subsection (a), this Agreement will terminate except for SKS’s obligations in this section 5 and in sections 7, 9(f), and 9(h) of this Agreement and except for the obligations of the Executive in sections 7, 8, and 9(h) of this Agreement, each of which will continue in effect in accordance with its terms. For the purposes of clauses (i) and (iii) of the third sentence of this subsection and for the avoidance of doubt, neither respect to a Change in Control nor Control, then such cash amount shall be equal to three times the divestiture sum of one (A) Executive's Eligible Base Salary and (B) the greater of (x) the average of the aggregate bonus and/or incentive award, if any, paid or more payable to Executive for each of SKS’s Club Xxxxx Xx the two (2) fiscal years of the Company preceding the fiscal year in which Executive's termination of employment occurs and Parisian businesses will, (y) the bonus and/or incentive award paid for the fiscal year immediately preceding the date of the Change in and of itself, constitute with respect to the Executive an employment action that reasonably would be deemed to constitute a demotion or a reduction in duties or statusControl.

Without Cause; Good Reason. (i) The Company may, subject to subsection (b) of this section 5, may terminate the Executive’s employment at any time hereunder without Cause, and by giving written Notice of Termination to the Executive. (ii) The Executive may terminate his employment hereunder, with or without Good Reason (as defined below), by giving written Notice of Termination to the Company. (iii) For the purposes of this Agreement, the Executive mayshall have “Good Reason” to terminate his employment hereunder upon the occurrence of any one or more of the following events to the extent that there is, subject to subsection (c) of this section 5or would be if not corrected, terminate a material negative change in the Executive’s employment at relationship with Corporation: (a) a material reduction in the Executive’s aggregate Base Salary and incentive compensation opportunity taken as a whole, excluding any time for Good Reason, reductions in either case upon ten days’ prior written notice to the other. The notice delivered incentive or equity compensation opportunity caused by the performance of the Company is referred to in this Agreement as or the “Company Notice” and Executive, including but not limited to, the notice delivered failure by the Executive is referred to achieve performance targets established from time to time by the Board and/or under the Management Incentive Plan or Long Term Incentive Plan or from below budget performance by the Company; (b) the Company’s failure to make payments of Base Salary and incentive compensation; (c) any material breach in this the terms of the Agreement as by the “Company; or (d) a requirement that the Executive Notice,” and each will specify report to any person other than the Board of the Company, or following a Change in detail Control, the reasons for board of the termination ultimate parent company of employment. “Good Reason” means (i) at any time after the date of this Agreement the Executive’s principal place of employment is relocated from the Birmingham, Alabama area or, subject to the last sentence of this subsectionCompany; provided, the Executive experiences an employment action after the date of shall have Good Reason under this Agreement (other than only if the Company’s termination Executive provides the Company notice of the Executive’s employment) that reasonably would be deemed to be a demotion; (ii) the Executive’s position as condition described in section 1 of this Agreement reasonably would be deemed to have been eliminated as a result of a corporate restructuring occurring after the date of this Agreement; (iii) in anticipation of, or on or after, a Change in Control (this and all subsequent references to “Change in Control” refer to the definition of that term in the 2004 Plan), the Executive experiences an employment action that reasonably would be deemed to be a reduction in duties or status, or (iv) upon a Change in Control SKS or its successor fails to obtain and deliver to the Executive a Successor Agreement (as defined in section 9(g) of this Agreement). Upon termination of the Executive’s employment in accordance with this subsection clause (a), this Agreement will terminate except for SKS’s obligations in this section 5 and in sections 7, 9(f(b), and 9(h(c) of this Agreement and except for the obligations or (d) within ninety (90) days of the Executive in sections 7, 8initial existence of such condition; the Company subsequently fails to cure the condition within thirty (30) days of such notice, and 9(h) termination of this Agreement, each of which will continue in effect in accordance with its terms. For the purposes of clauses (i) and (iii) of the third sentence of this subsection and for the avoidance of doubt, neither a Change in Control nor the divestiture of one or more of SKS’s Club Xxxxx Xx and Parisian businesses will, in and of itself, constitute with respect to employment by the Executive an employment action that reasonably would be deemed to constitute a demotion or a reduction in duties or statusfor Good Reason occurs within sixty (60) days after the Company’s period for curing such condition has expired.