Common use of Term; Termination; Severance Clause in Contracts

Term; Termination; Severance. The Employment Period commenced on the Start Date and will continue until the first to occur of (i) ▇▇▇▇▇’▇ death; (ii) a termination by the Company at any time with or without cause; or (iii) a termination by ▇▇▇▇▇ at any time. Any termination of ▇▇▇▇▇’▇ employment with the Company shall be a “Termination.” The date of any termination of ▇▇▇▇▇’▇ employment with the Company shall be the “Termination Date.” (a) The Company may terminate ▇▇▇▇▇’▇ employment at any time with Cause (as defined in Section 9(b) of this Agreement) by giving written notice of such termination to ▇▇▇▇▇ designating an immediate or future date, as outlined below. (b) ▇▇▇▇▇ may terminate ▇▇▇▇▇’▇ employment by giving the Company Sixty (60) days’ prior written Notice of Termination (as defined in Section 5(c) of this Agreement). Upon such notice, the Company may, at its option, (i) make ▇▇▇▇▇’▇ termination effective immediately, (ii) require ▇▇▇▇▇ to continue to perform ▇▇▇▇▇’▇ duties hereunder during such Sixty (60) day period, with or without restrictions on ▇▇▇▇▇’▇ activities, and/or (iii) accept ▇▇▇▇▇’▇ notice of termination as ▇▇▇▇▇’▇ resignation from the Company at any time during such Sixty (60) day period; provided, that the Company shall (x) pay ▇▇▇▇▇’▇ Base Salary under Section 4(a) and benefits under Section 4(b) through the date on which ▇▇▇▇▇ ceases to perform services for the Company and (y) pay to ▇▇▇▇▇ any KPI Bonus related to the fiscal year prior to the fiscal year in which the Termination Date falls if the amount of such KPI Bonus has been determined by the Board but not yet paid to ▇▇▇▇▇ as of the Termination Date as well as a prorated KPI bonus through the Termination Date for the fiscal year in which the separation takes place once said KPI bonus has been determined by the Board. (c) Any termination by the Company for Cause or without Cause, or by ▇▇▇▇▇, shall be communicated by Notice of Termination to the other party hereto given in accordance with this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of ▇▇▇▇▇’▇ employment under the provision so indicated, if for Cause, and (iii) if the Termination Date is other than the date of receipt of such notice, specifies the termination date.

Term; Termination; Severance. The Employment Period commenced will commence on the Start Effective Date and will continue until the first to occur of (i) ▇▇▇▇▇▇’▇ death; (ii) a termination by the Company at any time with or without causetime; or (iii) a termination by ▇▇▇▇▇▇ at any time. Any termination of ▇▇▇▇▇▇’▇ employment with the Company shall be a “Termination.” The date of any termination of ▇▇▇▇▇▇’▇ employment with the Company shall be the “Termination Date.” (a) The Company may terminate ▇▇▇▇▇▇’▇ employment at any time with Cause (as defined in Section 9(b) of this Agreement) by giving written notice of such termination to ▇▇▇▇▇▇ designating an immediate or future date, as outlined below. (b) ▇▇▇▇▇▇ may terminate ▇▇▇▇▇▇’▇ employment by giving the Company Sixty (60) days’ days’ prior written Notice of Termination (as defined in Section 5(c) of this Agreement). Upon such notice, the Company may, at its option, (i) make ▇▇▇▇▇▇’▇ termination effective immediately, (ii) require ▇▇▇▇▇▇ to continue to perform ▇▇▇▇▇▇’▇ duties hereunder during such Sixty fourteen (6014) day period, with or without restrictions on ▇▇▇▇▇▇’▇ activities, and/or (iii) accept ▇▇▇▇▇▇’▇ notice of termination as ▇▇▇▇▇▇’▇ resignation from the Company at any time during such Sixty fourteen (6014) day period; provided, that the Company shall (x) pay ▇▇▇▇▇▇’▇ Base Salary under Section 4(a) and benefits under Section 4(b) through the date on which ▇▇▇▇▇▇ ceases to perform services for the Company and (y) pay to ▇▇▇▇▇▇ any KPI Bonus related to the fiscal year prior to the fiscal year in which the Termination Date falls if the amount of such KPI Bonus has been determined by the Board but not yet paid to ▇▇▇▇▇▇ as of the Termination Date as well as a prorated KPI bonus through the Termination Date for the fiscal year in which the separation takes place once said KPI bonus has been determined by the BoardDate. (c) Any termination by the Company for Cause or without Cause, or by ▇▇▇▇▇▇, shall be communicated by Notice of Termination to the other party hereto given in accordance with this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of ▇▇▇▇▇▇’▇ employment under the provision so indicated, if for Cause, and (iii) if the Termination Date is other than the date of receipt of such notice, specifies the termination date.

Term; Termination; Severance. The Employment Period commenced will commence on the Start Effective Date and will continue until the first to occur of (i) ▇▇▇▇▇’▇ Shao’s death; (ii) a termination by the Company at any time with or without causetime; or (iii) or a termination by ▇▇▇▇▇ Shao at any time. Any termination of ▇▇▇▇▇’▇ Shao’s employment with the Company shall be a “Termination.” The date of any termination of ▇▇▇▇▇’▇ Shao’s employment with the Company shall be the “Termination Date.” (a) The Company may terminate ▇▇▇▇▇’▇ Shao’s employment at any time with Cause (as defined in Section 9(b) of this Agreement) or without cause, by giving written notice of such termination to ▇▇▇▇▇ Shao designating an immediate or future date, as outlined below. (b) ▇▇▇▇▇ Shao may terminate ▇▇▇▇▇’▇ Shao’s employment by giving the Company Sixty ninety (6090) days’ prior written Notice of Termination (as defined in Section 5(c) of this Agreement). Upon such notice, the Company may, at its option, (i) make ▇▇▇▇▇’▇ Shao’s termination effective immediately, (ii) require ▇▇▇▇▇ Shao to continue to perform ▇▇▇▇▇’▇ Shao’s duties hereunder during such Sixty ninety (6090) day period, with or without restrictions on ▇▇▇▇▇’▇ Shao’s activities, and/or (iii) accept ▇▇▇▇▇’▇ notice Shao’s Notice of termination Termination as ▇▇▇▇▇’▇ Shao’s resignation from the Company at any time during such Sixty ninety (6090) day period; provided, that the Company shall (x) pay ▇▇▇▇▇’▇ Shao’s Base Salary under Section 4(a) and benefits under Section 4(b4(e) through the date on which ▇▇▇▇▇ Shao ceases to perform services for the Company and (y) pay to ▇▇▇▇▇ Shao any KPI Bonus or LTI related to the fiscal year prior to the fiscal year in which the Termination Date falls if the amount of such KPI Bonus or LTI has been determined by the Board but not yet paid to ▇▇▇▇▇ Shao as of the Termination Date as well as a prorated KPI bonus through the Termination Date for the fiscal year in which the separation takes place once said KPI bonus has been determined by the BoardDate. (c) Any termination by the Company for Cause or without Cause, or by ▇▇▇▇▇Shao, shall be communicated by Notice of Termination to the other party hereto given in accordance with this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of ▇▇▇▇▇’▇ Shao’s employment under the provision so indicated, if for Cause, and (iii) if the Termination Date is other than the date of receipt of such notice, specifies the termination date. (d) ▇▇▇▇’s employment will terminate immediately without any notice upon ▇▇▇▇’s death. (e) If Shao is determined to be Disabled or Incapacitated during the Employment Period, the Company may give Shao written notice of its intention to terminate Shao’s employment. In such event, ▇▇▇▇’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by Shao (the “Disability Effective Date”) unless within the 30-day period after such receipt, Shao shall have returned to full time performance of ▇▇▇▇’s duties. Whether Shao is Disabled or Incapacitated shall be determined by a physician selected by the CEO of the Company or the Company’s insurers, which physician is reasonably acceptable to Shao. Upon request, Shao shall provide the Board with documentation from ▇▇▇▇’s health care provider sufficient for the CEO to determine the nature and extent of any physical or mental impairment that may interfere with ▇▇▇▇’s performance of ▇▇▇▇’s job duties, as well as any accommodations that could be made. (f) If Shao’s employment is terminated as a result of Shao’s death or a determination that Shao is Disabled or Incapacitated, then prior to the 30th day following the Termination Date, the Company shall pay to Shao (or his legal representatives) in a lump sum, to the extent not previously paid, the Base Salary through the Termination Date, less applicable withholdings. (g) If the Company terminates Shao’s employment without Cause, then the Company will provide Shao with the following severance payments and/or benefits: (i) Prior to the 30th day following the Termination Date, the Company shall pay to Shao, in the regular bi-weekly installments the Base Salary through the Termination Date, and any KPI or LTI award related to the fiscal year prior to the fiscal year in which the Termination Date falls if the amount of such Incentive Compensation Award has been determined but not yet paid to Shao as of the Termination Date and any KPI or LTI award related to the current year on a pro rata basis to the Termination Date once determined by the Company. (ii) Starting as of the next applicable Company payroll date after the Termination Date (provided Employee has executed and delivered a Release Agreement pursuant to Section 5(h) below, and such Release Agreement has become effective and irrevocable), the Company will pay Employee severance as follows: A. If the Employment Period is less than 48 months from the Effective Date, the Company will pay Employee 6 months of severance pay at Employee’s Base Salary in 13 bi-weekly installments as part of the Company’s normal payroll, less applicable withholdings following the date on which the conditions in Section 5 (g) are met. B. If the Employment Period is 48 months or greater from the Effective Date, the Company will pay Employee 12 months of severance pay at Employee’s Base Salary in 26 bi-weekly installments as part of the Company’s normal payroll, less applicable withholdings following the date on which the conditions in Section 5(g) are met. (iii) If Shao has entered into a Release Agreement and timely elects COBRA health insurance continuation coverage, the Company will pay a proportional share of the premiums owed by ▇▇▇▇ as if Shao were still employed by the Company for a period of 12 months. ▇▇▇▇ will be responsible for submitting all notices and forms required to elect COBRA. (h) If Shao’s employment with the Company is separated for cause, then following the Termination Date, the Company shall pay to Shao, less applicable withholdings, to the extent not previously paid, (a) the Base Salary through the Termination Date, at the time required by applicable law, and (b) Shao shall automatically forfeit: 1. Any bonus to which Shao might otherwise have been entitled pursuant to the Company’s KPI or LTI Plan (i) related to the fiscal year prior to the fiscal year in which the Termination Date falls if the amount of such KPI or LTI Bonus has been determined by the Board but not yet paid; and (ii) for the fiscal year in which the separation takes place; and 2. Any SARS, Restricted Stock Units and unexercised options (whether vested or unvested) awarded pursuant to the Company’s Incentive Compensation Plan. (i) The obligations of the Company to make payments under Section 5(g) are conditioned on Shao executing and returning to the Company a general release agreement (“Release Agreement”) releasing the Company, the Company Affiliates, and each of their respective officers, directors, members, managers, partners and shareholders with respect to Shao’s employment in the form acceptable to Company, and such Release Agreement becoming effective and irrevocable no later than fifty-five (55) days following Shao’s Termination Date. To the extent such fifty-five (55) day period may cover two taxable years, payments will be made in the later of the two such years. ▇▇▇▇ acknowledges that until a Release Agreement is timely executed and delivered to the Company and the applicable revocation period (if any) expires, the Company will not be obligated to pay any Cash Severance due to Shao under this Agreement. If Shao has breached in any material respect any of Shao’s obligations in Section 6 below, then, without precluding its right to take any other actions available pursuant to this Agreement or applicable law, the CEO may elect to immediately terminate Shao’s right to receive, and Company’s obligation to pay, any additional Cash Severance, and Shao shall have no further rights to Cash Severance. In the event that Shao prevails on a legal action or claim challenging the Company’s rights to terminate such payments, the Company shall be required to pay to Shao in a lump sum within thirty (30) days of such adjudication any Cash Severance the payment of which was delayed due to such termination, plus interest at the prime rate (as published in the Wall Street Journal on the date of such termination), for any period during which the payment of the Cash Severance did not occur, and to commence payment of future installments of Cash Severance in accordance with Section 5(g), plus any legal fees of Shao incurred in connection with such legal action or claim.

Term; Termination; Severance. The Employment Period commenced will commence on the Start Effective Date and will continue until the first to occur of (i) ▇▇▇▇▇▇’▇ death; (ii) a termination by the Company at any time with or without causetime; or (iii) or a termination by ▇▇▇▇▇▇ at any time. Any termination of ▇▇▇▇▇▇’▇ employment with the Company shall be a “Termination.” The date of any termination of ▇▇▇▇▇▇’▇ employment with the Company shall be the “Termination Date.” (a) The Company may terminate ▇▇▇▇▇▇’▇ employment at any time with Cause (as defined in Section 9(b) of this Agreement) or without cause, by giving written notice of such termination to ▇▇▇▇▇▇ designating an immediate or future date, as outlined below. (b) ▇▇▇▇▇▇ may terminate ▇▇▇▇▇▇’▇ employment by giving the Company Sixty ninety (6090) days’ prior written Notice of Termination (as defined in Section 5(c) of this Agreement). Upon such notice, the Company may, at its option, (i) make ▇▇▇▇▇▇’▇ termination effective immediately, (ii) require ▇▇▇▇▇▇ to continue to perform ▇▇▇▇▇▇’▇ duties hereunder during such Sixty ninety (6090) day period, with or without restrictions on ▇▇▇▇▇▇’▇ activities, and/or (iii) accept ▇▇▇▇▇▇’▇ notice of termination as ▇▇▇▇▇▇’▇ resignation from the Company at any time during such Sixty ninety (6090) day period; provided, that the Company shall (x) pay ▇▇▇▇▇▇’▇ Base Salary under Section 4(a) and benefits under Section 4(b4(g) through the date on which ▇▇▇▇▇▇ ceases to perform services for the Company and (y) pay to ▇▇▇▇▇▇ any KPI Bonus or LTI related to the fiscal year prior to the fiscal year in which the Termination Date falls if the amount of such KPI Bonus or LTI has been determined by the Board but not yet paid to ▇▇▇▇▇▇ as of the Termination Date Date. Any unvested SARs will be lost and forfeited as well as a prorated KPI bonus through of the Termination Date for the fiscal year in which the separation takes place once said KPI bonus has been determined by the BoardDate. (c) Any termination by the Company for Cause or without Cause, or by ▇▇▇▇▇▇, shall be communicated by Notice of Termination to the other party hereto given in accordance with this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of ▇▇▇▇▇▇’▇ employment under the provision so indicated, if for Cause, and (iii) if the Termination Date is other than the date of receipt of such notice, specifies the termination date. (d) ▇▇▇▇▇▇’▇ employment will terminate immediately without any notice upon ▇▇▇▇▇▇’▇ death. (e) If ▇▇▇▇▇▇ is determined to be Disabled or Incapacitated during the Employment Period, the Company may give ▇▇▇▇▇▇ written notice of its intention to terminate ▇▇▇▇▇▇’▇ employment. In such event, ▇▇▇▇▇▇’▇ employment with the Company shall terminate effective on the 30th day after receipt of such notice by ▇▇▇▇▇▇ (the “Disability Effective Date”) unless within the 30-day period after such receipt, ▇▇▇▇▇▇ shall have returned to full time performance of ▇▇▇▇▇▇’▇ duties. Whether ▇▇▇▇▇▇ is Disabled or Incapacitated shall be determined by a physician selected by the Board of Directors of the Company (the “Board”) or the Company’s insurers, which physician is reasonably acceptable to ▇▇▇▇▇▇. Upon request, ▇▇▇▇▇▇ shall provide the Board with documentation from ▇▇▇▇▇▇’▇ health care provider sufficient for the Board to determine the nature and extent of any physical or mental impairment that may interfere with ▇▇▇▇▇▇’▇ performance of ▇▇▇▇▇▇’▇ job duties, as well as any accommodations that could be made. (f) If ▇▇▇▇▇▇’▇ employment is terminated as a result of ▇▇▇▇▇▇’▇ death or a determination that ▇▇▇▇▇▇ is Disabled or Incapacitated, then prior to the 30th day following the Termination Date, the Company shall pay to ▇▇▇▇▇▇ (or his legal representatives) in a lump sum, to the extent not previously paid, the Base Salary through the Termination Date, less applicable withholdings. (g) If the Company terminates ▇▇▇▇▇▇’▇ employment without Cause, then the Company will provide ▇▇▇▇▇▇ with the following severance payments and/or benefits: (i) Prior to the 30th day following the Termination Date, the Company shall pay to ▇▇▇▇▇▇, in the regular semi-monthly installments the Base Salary through the Termination Date, and any KPI or LTI award related to the fiscal year prior to the fiscal year in which the Termination Date falls if the amount of such Incentive Compensation Award has been determined but not yet paid to ▇▇▇▇▇▇ as of the Termination Date and any KPI or LTI award related to the current year on a pro rata basis to the Termination Date once determined by the Company. Any unvested SARS will vest on the Termination Date. (ii) Starting as of the next applicable Company payroll date after the Termination Date (provided ▇▇▇▇▇▇ has executed and delivered a Release Agreement pursuant to Section 5(h) below, and such Release Agreement has become effective and irrevocable), the Company will pay ▇▇▇▇▇▇ a monthly amount equal to the (x) Base Salary, divided by (y) 12 (the “Cash Severance”), less applicable withholdings, for a period of twelve (12) months following date on which the first monthly payment is made pursuant to this Section 5(g). For purposes of this Agreement, the period of time from the Termination Date to the date the last monthly payment is made pursuant to this Section 5(g) is referred to as the “Severance Period.” (iii) If ▇▇▇▇▇▇ has entered into a Release Agreement and timely elects COBRA health insurance continuation coverage, the Company will pay a proportional share of the premiums owed by ▇▇▇▇▇▇ as if ▇▇▇▇▇▇ were still employed by the Company for a period of 12 months. ▇▇▇▇▇▇ will be responsible for submitting all notices and forms required to elect COBRA. (iv) ▇▇▇▇▇▇’▇ death during the Severance Period shall not act to nullify or extinguish ▇▇▇▇▇▇’▇ rights to the severance payments and benefits stated in this Section 5(g) which shall become payable to ▇▇▇▇▇▇’▇ estate during the Severance Period. (h) If ▇▇▇▇▇▇’▇ employment with the Company is separated for cause, then following the Termination Date, the Company shall pay to ▇▇▇▇▇▇, less applicable withholdings, to the extent not previously paid, (a) the Base Salary through the Termination Date, at the time required by applicable law, and (b) ▇▇▇▇▇▇ shall automatically forfeit: 1. Any bonus to which ▇▇▇▇▇▇ might otherwise have been entitled pursuant to the Company’s KPI or LTI Plan (i) related to the fiscal year prior to the fiscal year in which the Termination Date falls if the amount of such KPI or LTI Bonus has been determined by the Board but not yet paid; and (ii) for the fiscal year in which the separation takes place; and 2. Any SARS, Restricted Stock Units and unexercised options (whether vested or unvested) awarded pursuant to the Company’s Incentive Compensation Plan. (i) The obligations of the Company to make payments under Section 5(g) are conditioned on ▇▇▇▇▇▇ executing and returning to the Company a general release agreement (“Release Agreement”) releasing the Company, the Company Affiliates, and each of their respective officers, directors, members, managers, partners and shareholders with respect to ▇▇▇▇▇▇’▇ employment in the form acceptable to Company, and such Release Agreement becoming effective and irrevocable no later than fifty-five (55) days following ▇▇▇▇▇▇’▇ Termination Date. To the extent such fifty-five (55) day period may cover two taxable years, payments will be made in the later of the two such years. ▇▇▇▇▇▇ acknowledges that until a Release Agreement is timely executed and delivered to the Company and the applicable revocation period (if any) expires, the Company will not be obligated to pay any Cash Severance due to ▇▇▇▇▇▇ under this Agreement. If ▇▇▇▇▇▇ has breached in any material respect any of ▇▇▇▇▇▇’▇ obligations in Section 6 below, then, without precluding its right to take any other actions available pursuant to this Agreement or applicable law, the Board may elect to immediately terminate ▇▇▇▇▇▇’▇ right to receive, and Company’s obligation to pay, any additional Cash Severance, and ▇▇▇▇▇▇ shall have no further rights to Cash Severance. In the event that ▇▇▇▇▇▇ prevails on a legal action or claim challenging the Company’s rights to terminate such payments, the Company shall be required to pay to ▇▇▇▇▇▇ in a lump sum within thirty (30) days of such adjudication any Cash Severance the payment of which was delayed due to such termination, plus interest at the prime rate (as published in the Wall Street Journal on the date of such termination), for any period during which the payment of the Cash Severance did not occur, and to commence payment of future installments of Cash Severance in accordance with Section 5(g), plus any legal fees of ▇▇▇▇▇▇ incurred in connection with such legal action or claim.