Common use of Justified Termination Clause in Contracts

Justified Termination. If the Employment Period shall be terminated (a) prior to the expiration of the original Employment Period (or the Employment Period as extended pursuant to Section 5.01): (i) by the Company for Cause, (ii) as a result of the Executive's resignation or leaving of his employment, other than for Good Reason, or (iii) as a result of the death or Permanent Disability of the Executive, or (b) at the end of the Employment Period as a result of the Executive's provision of written notice not to extend the Employment Period under Section 5.01 (such terminations under clauses (a) and (b) of this Section 5.03 are collectively referred to as "Justified Terminations"), the Executive shall be entitled to receive solely (except as provided in Section 5.04 below) his Base Salary earned through the date of termination of employment, reimbursement of all Reimbursable Expenses incurred by the Executive prior to such Justified Termination and, if the Justified Termination is pursuant to clause (a)(iii) above, a prorated portion of the Executive's Target Bonus then in effect based on the number of days elapsed through the Date of Termination in the calendar year in which the Date of Termination occurs. Without limiting the foregoing and Section 5.04, the Executive shall be entitled to the payments and benefits set forth in Section 4.04 which have accrued as of the Date of the Termination. Notwithstanding the foregoing, if the Executive reaches Retirement Age, the unvested portion of the IPO Grant and each Annual RSU Award shall thereupon vest and be settled upon the regularly scheduled vesting dates.

Justified Termination. If the Employment Period shall be terminated (a) prior to the expiration of the original Employment Period (or the Employment Period as extended pursuant to Section 5.01): (i) by the Company for Cause, (ii) as a result of the Executive's resignation or leaving of his her employment, other than for Good Reason, or (iii) as a result of the death or Permanent Disability of the Executive, or (b) at the end of the Employment Period as a result of the Executive's provision of written notice not to extend the Employment Period under Section 5.01 (such terminations under clauses (a) and (b) of this Section 5.03 are collectively referred to as "Justified Terminations"), the Executive shall be entitled to receive solely (except as provided in Section 5.04 below) his her Base Salary earned through the date of termination of employment, reimbursement of all Reimbursable Expenses incurred by the Executive prior to such Justified Termination and, if the Justified Termination is pursuant to clause (a)(iii) above, a prorated portion of the Executive's Target Bonus then in effect based on the number of days elapsed through the Date of Termination in the calendar year in which the Date of Termination occurs. Without limiting the foregoing and Section 5.04, the Executive shall be entitled to the payments and benefits set forth in Section 4.04 which have accrued as of the Date of the Termination. Notwithstanding the foregoing, if the Executive reaches Retirement Age, the unvested portion of the IPO Grant and each Annual RSU Award shall thereupon vest and be settled upon the regularly scheduled vesting dates.

Justified Termination. If the Employment Period shall be terminated (ai) prior to the expiration of the original Employment Period term (or the Employment Period as extended pursuant to Section 5.01): ) (ia) by the Company for Cause, (iib) as a result of the Executive's ’s resignation or leaving of his employment, other than for Good Reason, Reason or (iiic) as a result of the death or Permanent Disability of the Executive, or (bii) at the end of the Employment Period as a result of the Executive's ’s provision of written notice not to extend the Employment Period under Section 5.01 (such terminations under clauses (ai) and (bii) of this Section 5.03 are collectively referred to as "“Justified Terminations"”), the Executive shall be entitled to receive solely (except as provided in Section 5.04 belowbelow or as specifically provided in the Company’s Incentive Compensation Plan or successor plan) his Base Salary earned through the date of termination of employment, employment and reimbursement of all Reimbursable Expenses incurred by the Executive prior to such Justified Termination andTermination. If the termination is by reason of the death or Permanent Disability of the Executive, if the Justified Termination is pursuant Executive also shall be entitled to clause (a)(iii) above, receive a prorated portion of the Executive's Target Bonus then in effect his target annual bonus based on the number of days elapsed in the calendar year through the Date of Termination in (offset by any life insurance proceeds received or disability insurance proceeds relating to periods following the date of termination of employment from any insurance coverages provided by the Company or any of its Affiliates), and such amount, if any, shall be paid to the Executive by no later than March 15 of the calendar year in which following the Date calendar year of Termination occurssuch termination of employment. Without limiting the foregoing and Section 5.04For such purposes, the annual bonus shall not be less than the average annual bonus received for the preceding three years (if Executive has not yet received bonuses for three years, he shall be entitled to the payments and benefits set forth in Section 4.04 which have accrued as of the Date of the Termination. Notwithstanding the foregoing, if the Executive reaches Retirement Age, the unvested receive not less than a prorated portion of the IPO Grant and each Annual RSU Award shall thereupon vest and be settled upon average of the regularly scheduled vesting datesbonuses received).

Justified Termination. If the Employment Period shall be terminated (ai) prior to the expiration of the original Employment Period term (or the Employment Period as extended pursuant to Section 5.01): ) (ia) by the Company for Cause, (iib) as a result of the Executive's ’s resignation or leaving of his employment, other than for Good Reason, Reason or (iiic) as a result of the death or Permanent Disability of the Executive, or (bii) at the end of the Employment Period as a result of the Executive's ’s provision of written notice not to extend the Employment Period under Section 5.01 (such terminations under clauses (ai) and (bii) of this Section 5.03 are collectively referred to as "“Justified Terminations"”), the Executive shall be entitled to receive solely (except as provided in Section 5.04 belowbelow or as specifically provided in the Company’s Incentive Compensation Plan or successor plan) his Base Salary earned through the date of termination of employment, employment and reimbursement of all Reimbursable Expenses incurred by the Executive prior to such Justified Termination andTermination. If the termination is by reason of the death or Permanent Disability of the Executive, if the Justified Termination is pursuant Executive also shall be entitled to clause (a)(iii) above, receive a prorated portion of the Executive's Target Bonus then in effect his target annual bonus based on the number of days elapsed in the calendar year through the Date of Termination in (offset by any life insurance proceeds received or disability insurance proceeds relating to periods following the date of termination of employment from any insurance coverages provided by the Company or any of its Affiliates), and such amount, if any, shall be paid to the Executive by no later than March 15 of the calendar year in which following the Date calendar year of Termination occurssuch termination of employment. Without limiting the foregoing and Section 5.04For such purposes, the Executive annual bonus shall not be entitled to less than the payments and benefits set forth in Section 4.04 which have accrued as of average annual bonus received for the Date of the Termination. Notwithstanding the foregoing, if the Executive reaches Retirement Age, the unvested portion of the IPO Grant and each Annual RSU Award shall thereupon vest and be settled upon the regularly scheduled vesting datespreceding three years.