Common use of Resignation by Employee for Good Reason Clause in Contracts

Resignation by Employee for Good Reason. Upon Employee’s resignation for Good Reason at any time prior to the expiration of the Term, then (i) the Company shall continue to pay Employee the Base Salary through the longer of (x) the end of the Term and (y) 18 months (such period, the “Salary Continuation Period” and such payments, the “Cash Severance Payments”), in each case payable in equal biweekly installments in accordance with the Company’s payroll practice as in effect from time to time; (ii) the Company shall pay Employee within 30 days of the date of such termination in a lump sum in cash any Accrued Obligations (as defined in Section 1(g) below); (iii) the Company shall pay in cash to Employee for each month between the date of termination and the end of the Salary Continuation Period an amount equal to the premiums charged by the Company to maintain COBRA benefits continuation coverage for Employee and Employee’s eligible dependents to the extent such coverage is then in place; and (iv) any compensation awards of Employee based on, or in the form of, Company equity (e.g. restricted stock, restricted stock units, stock options or similar instruments) (“Equity Awards”) that are outstanding and unvested at the time of such termination but which would, but for a termination of employment, have vested during the twelve months following such termination (such period, the “Equity Acceleration Period”) shall vest as of the date of such termination of employment; provided that any outstanding award with a vesting schedule that would, but for a termination of employment, have resulted in a smaller percentage (or none) of the award being vested through the end of such Equity Acceleration Period than if it vested annually pro rata over its vesting period shall, for purposes of this provision, be treated as though it vested annually pro rata over its vesting period (e.g., if 100 restricted stock units (“RSUs”) were granted 2.7 years prior to the date of the termination and vested pro rata on each of the first five anniversaries of the grant date and 000 XXXx were granted 1.7 years prior to the date of termination and vested on the fifth anniversary of the grant date, then on the date of termination 20 RSUs from the first award and 40 RSUs from the second award would vest); provided further that any amount that would vest under this provision but for the fact that outstanding performance conditions have not been satisfied shall vest only if, and at such point as, such performance conditions are satisfied; and provided further that if any Equity Awards made subsequent to the Effective Date of this Agreement specifies a more favorable post-termination vesting schedule for such equity, the terms of the award agreement for such Equity Award shall govern.

Resignation by Employee for Good Reason. Upon Employee’s resignation for Good Reason at any time prior to the expiration of the Term, then (i) the Company shall continue to pay Employee his Base Salary, less applicable tax withholdings, payable in equal biweekly installments for a period of 18-months following the Base Salary through the longer date of (x) the end of the Term and (y) 18 months Employee’s termination (such period, the “Salary Continuation Period” and such payments, the “Cash Severance Payments”), in each case payable in equal biweekly installments in accordance with the Company’s payroll practice as in effect from time to time; (ii) the Company shall pay Employee within 30 days of the date of such termination in a lump sum in cash any Accrued Obligations (as defined in Section 1(g1(i) below); (iii) the Company shall pay in cash to Employee (within 10 business days of each applicable monthly period) for each month between the date of termination and the end of the Salary Continuation Period an amount equal to the premiums charged by the Company to maintain COBRA benefits continuation coverage for Employee and Employee’s eligible dependents to the extent such coverage is then in place; and (iv) any compensation awards of Employee based on, or in the form of, Company equity (e.g. restricted stock, restricted stock units, stock options or similar instruments) (“Equity Awards”) that are outstanding and unvested at the time of such termination but which would, but for a termination of employment, have vested during the twelve months following such termination without regard to a lapse of the Term of the Agreement (such period, the “Equity Acceleration Period”) shall vest as of the date of such termination of employment; provided that any outstanding award with a vesting schedule that would, but for a termination of employment, have resulted in a smaller percentage (or none) of the award being vested through the end of such Equity Acceleration Period than if it vested annually pro rata over its vesting period shall, for purposes of this provision, be treated as though it vested annually pro rata over its vesting period (e.g., if 100 restricted stock units (“RSUs”) were granted 2.7 years prior to the date of the termination and vested pro rata on each of the first five anniversaries of the grant date and 000 XXXx were granted 1.7 years prior to the date of termination and vested on the fifth anniversary of the grant date, then on the date of termination 20 RSUs from the first award and 40 RSUs from the second award would vest); provided further that any amount that would vest under this provision but for the fact that outstanding performance conditions have not been satisfied shall vest only if, and at such point as, such performance conditions are satisfied; and provided further that if any Equity Awards made subsequent to the Effective Date of this Agreement specifies a more favorable post-termination vesting schedule for such equity, the terms of the award agreement for such Equity Award shall govern; (v) any then vested options of Employee (including options vesting as a result of (iv) above) to purchase Company equity, shall remain exercisable through the date that is 18 months following the date of such termination or, if earlier, through the scheduled expiration date of such options, and this right to exercise options shall survive Employee’s death, if his death should occur during these same timeframes; and (vi) the Company will consider in good faith the payment of a discretionary bonus on a pro rata basis for the year in which the termination of employment occurs, any such payment to be paid (if at all) based on actual performance during the year in which termination has occurred and based on the number of days of employment during such year relative to 365 days (payable in a lump sum at the time such annual bonus would otherwise have been paid).

Resignation by Employee for Good Reason. Upon Employee’s resignation (a) Notwithstanding the provisions of Section 3.3, in the event that Employee terminates this Agreement by resigning for Good Reason at any time (defined below), in addition to payment of the Accrued Obligations, (A) Company shall pay Employee (i) a lump sum equal to one times Employee’s Base Salary as then in effect, and (ii) an amount equal to one times the amount of the Annual Bonus (as defined below) actually paid to Employee for the fiscal year immediately prior to the expiration fiscal year in which the effective date of termination occurs, prorated based on the Termnumber of days actually worked in the fiscal year in which the effective date of termination occurs (calculated as the Annual Bonus that was actually paid to Employee for the fiscal year immediately prior to the fiscal year in which the effective date of termination occurs, then (i) the Company shall continue to pay Employee the Base Salary through the longer of (x) the end of the Term and (y) 18 months (such periodmultiplied by a fraction, the “Salary Continuation Period” numerator of which is equal to the number of days the Employee worked in the fiscal year in which the effective date of termination occurs, and the denominator of which is equal to the total number of days in such payments, the “Cash Severance Payments”year), in each case payable in equal biweekly installments in accordance with the on Company’s payroll practice as in effect from time to timefirst regular pay date that is on or after the 60th day following the effective date of termination; (iiB) for the period beginning on the effective date of termination and ending on the date that is 18 months after the effective date of termination, Company shall reimburse Employee for the COBRA Premium (as defined above); provided, however, that in order to receive a COBRA Premium reimbursement, Employee must timely elect COBRA continuation coverage, pay Employee the applicable COBRA Premium and provide Company with evidence satisfactory to Company of Employee’s having paid the COBRA Premium within 30 days of having paid such COBRA Premium; provided further, however, that no COBRA Premium reimbursement shall be payable if such reimbursement could reasonably be expected to subject Company to sanctions imposed pursuant to Section 2716 of the date PHSA. Each COBRA Premium reimbursement shall be provided to Employee by Company within 30 days of its receipt of such termination evidence of the COBRA Premium payment; provided, further, however, that Company shall have no obligation to provide Employee the COBRA Premium reimbursement for any period in which Employee is eligible to participate in a lump sum in cash group medical plan sponsored by any Accrued Obligations (as defined in Section 1(g) below); (iii) other employer. Employee agrees and understands that the Company shall pay in cash to Employee for each month between the date payment of termination and the end of the Salary Continuation Period an amount equal to the premiums charged by the Company to maintain any COBRA benefits continuation coverage for Employee and Premium will remain Employee’s eligible dependents sole responsibility. Notwithstanding any termination pursuant to the extent such coverage is then in place; and (iv) any compensation awards of Employee based on, or in the form of, Company equity (e.g. restricted stock, restricted stock units, stock options or similar instruments) (“Equity Awards”) that are outstanding and unvested at the time of such termination but which would, but for a termination of employment, have vested during the twelve months following such termination (such periodthis Section 3.4, the “Equity Acceleration Period”) shall vest as provisions of the date of such termination of employment; provided that any outstanding award with a vesting schedule that wouldSections 6, but for a termination of employment7, have resulted in a smaller percentage (or none) of the award being vested through the end of such Equity Acceleration Period than if it vested annually pro rata over its vesting period shall8, for purposes of this provision9, be treated as though it vested annually pro rata over its vesting period (e.g.10, if 100 restricted stock units (“RSUs”) were granted 2.7 years prior to the date of the termination 11, 12, 13 and vested pro rata on each of the first five anniversaries of the grant date and 000 XXXx were granted 1.7 years prior to the date of termination and vested on the fifth anniversary of the grant date, then on the date of termination 20 RSUs from the first award and 40 RSUs from the second award would vest); provided further that any amount that would vest under this provision but for the fact that outstanding performance conditions have not been satisfied shall vest only if, and at such point as, such performance conditions are satisfied; and provided further that if any Equity Awards made subsequent to the Effective Date 14 of this Agreement specifies a more favorable post-termination vesting schedule for such equityshall remain in full force and effect. Collectively, the terms of payments made under this Section shall be referred to as the award agreement for such Equity Award shall govern“Good Reason Separation Package.”

Resignation by Employee for Good Reason. Upon Employee’s resignation for Good Reason at any time prior to the expiration of the Term, then (i) the Company shall continue to pay Employee his Termination Base Salary, less applicable tax withholdings, payable in equal biweekly installments for a period of 18-months following the Base Salary through the longer date of (x) the end of the Term and (y) 18 months Employee’s termination (such period, the “Salary Continuation Period” and such payments, the “Cash Severance Payments”), in each case payable in equal biweekly installments in accordance with the Company’s payroll practice as in effect from time to time; (ii) the Company shall pay Employee within 30 days of the date of such termination in a lump sum in cash any Accrued Obligations (as defined in Section 1(g1(i) below); (iii) the Company shall pay in cash to Employee (within 10 business days of each applicable monthly period) for each month between the date of termination and the end of the Salary Continuation Period an amount equal to the premiums charged by the Company to maintain COBRA benefits continuation coverage for Employee and Employee’s eligible dependents to the extent such coverage is then in place; and (iv) any compensation awards of Employee based on, or in the form of, Company equity (e.g. restricted stock, restricted stock units, stock options or similar instruments) (“Equity Awards”) that are outstanding and unvested at the time of such termination but which would, but for a termination of employment, have vested during the twelve months following such termination without regard to a lapse of the Term of the Agreement (such period, the “Equity Acceleration Period”) shall vest as of the date of such termination of employment; provided that any outstanding award with a vesting schedule that would, but for a termination of employment, have resulted in a smaller percentage (or none) of the award being vested through the end of such Equity Acceleration Period than if it vested annually pro rata over its vesting period shall, for purposes of this provision, be treated as though it vested annually pro rata over its vesting period (e.g., if 100 restricted stock units (“RSUs”) were granted 2.7 years prior to the date of the termination and vested pro rata on each of the first five anniversaries of the grant date and 000 XXXx were granted 1.7 years prior to the date of termination and vested on the fifth anniversary of the grant date, then on the date of termination 20 RSUs from the first award and 40 RSUs from the second award would vest); provided further that any amount that would vest under this provision but for the fact that outstanding performance conditions have not been satisfied shall vest only if, and at such point as, such performance conditions are satisfied; and provided further that if any Equity Awards made subsequent to the Effective Date of this Agreement specifies a more favorable post-termination vesting schedule for such equity, the terms of the award agreement for such Equity Award shall govern; (v) any then vested options of Employee (including options vesting as a result of (iv) above) to purchase Company equity, shall remain exercisable through the date that is 18 months following the date of such termination or, if earlier, through the scheduled expiration date of such options, and this right to exercise options shall survive Employee’s death, if his death should occur during these same timeframes; and (vi) the Company will consider in good faith the payment of a discretionary bonus on a pro rata basis for the year in which the termination of employment occurs, any such payment to be paid (if at all) based on actual performance during the year in which termination has occurred and based on the number of days of employment during such year relative to 365 days (payable in a lump sum at the time such annual bonus would otherwise have been paid).

Resignation by Employee for Good Reason. Upon If Employee’s resignation 's employment is terminated --------------------------------------- by the Company for any reason other than Employee's death or Disability or for Cause, or if Employee resigns for Good Reason at any time prior to the expiration of the TermReason, then (i) the Company shall continue to pay Employee the Base Salary from the date of termination of Employee's employment through the longer of (x) the end of the scheduled Term (the "Severance Period") pursuant to the Company's normal payroll practices; (ii) commencing at the end of the fiscal year in which Employee's date of termination of employment occurs and (y) 18 months (such periodat the end of each full fiscal year during the Severance Period, the “Salary Continuation Company shall pay to Employee an amount equal to Employee's target bonus (expressed as a percentage of Base Salary) for the fiscal year in which the date of termination occurs, based on the deemed achievement of any individual performance goal formulas and actual achievement of corporate performance goal formulas, with respect to the fiscal year in which payment is made, at such time and in such manner as the Company otherwise pays its annual bonuses to similarly situated executives of the Company; (iii) during the Severance Period” and such payments, the “Cash Severance Payments”), in each case payable in equal biweekly installments Company shall continue to provide benefits to Employee that would have been provided to Employee in accordance with the Company’s payroll practice plans, programs, practices and policies in which Employee participated as of the date of termination if Employee's employment had not been terminated or, in the case where any or all of the employee benefit plans are discontinued or no longer applicable to similarly situated executives of the Company and its subsidiaries, as in effect from generally at any time thereafter with respect to timesimilarly situated executives of the Company and its subsidiaries, provided, however, that, if Employee becomes re-employed with another employer and is eligible to receive such benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan, and such other benefits shall not be provided by the Company, during such applicable period of eligibility; (iiiv) the Company shall pay Employee within 30 days of the date of such termination in a lump sum in cash any Accrued Obligations (as defined in Section 1(g1(f) below); . In addition, Employee shall automatically and immediately vest in all of his then-outstanding Company equity-based compensation awards and options granted on or prior to August 2, 2001 or any attendant warrants granted in respect thereof pursuant to Section 8.12 of ____________________ (iiiA) London, UK metropolitan area for Xxxxx Xxxxxxxxx. the Transaction Agreement. The payment to Employee of the severance benefits described in this Section 1(d) shall be subject to Employee's execution and non-revocation of a general release of the Company shall pay and its affiliates in cash a form substantially similar to Employee that used for each month between the date of termination and the end similarly situated executives of the Salary Continuation Period an amount equal to the premiums charged by the Company to maintain COBRA benefits continuation coverage for Employee and Employee’s eligible dependents to the extent such coverage is then in place; and (iv) any compensation awards its subsidiaries, a copy of Employee based on, or in the form of, Company equity (e.g. restricted stock, restricted stock units, stock options or similar instruments) (“Equity Awards”) that are outstanding and unvested at the time of such termination but which would, but for a termination of employment, have vested during the twelve months following such termination (such period, the “Equity Acceleration Period”) shall vest is attached as of the date of such termination of employment; provided that any outstanding award with a vesting schedule that would, but for a termination of employment, have resulted in a smaller percentage (or none) of the award being vested through the end of such Equity Acceleration Period than if it vested annually pro rata over its vesting period shall, for purposes of this provision, be treated as though it vested annually pro rata over its vesting period (e.g., if 100 restricted stock units (“RSUs”) were granted 2.7 years prior to the date of the termination and vested pro rata on each of the first five anniversaries of the grant date and 000 XXXx were granted 1.7 years prior to the date of termination and vested on the fifth anniversary of the grant date, then on the date of termination 20 RSUs from the first award and 40 RSUs from the second award would vest); provided further that any amount that would vest under this provision but for the fact that outstanding performance conditions have not been satisfied shall vest only if, and at such point as, such performance conditions are satisfied; and provided further that if any Equity Awards made subsequent to the Effective Date of this Agreement specifies a more favorable post-termination vesting schedule for such equity, the terms of the award agreement for such Equity Award shall govern.Exhibit A.