Common use of Termination Without Cause or for Good Reason Clause in Contracts

Termination Without Cause or for Good Reason. If the Executive’s employment by the Company is terminated (x) by the Company other than for Cause pursuant to Section 7(c) hereof, or (y) by the Executive for Good Reason, the Company shall pay or provide the Executive with the following, subject to the provisions of Section 25 hereof:

Termination Without Cause or for Good Reason. If the Executive’s employment by the Company is terminated (x) by the Company other than for Cause pursuant (and not due to Section 7(cDisability or death) hereof, or (y) by the Executive for Good Reason, other than in circumstances described in Section 8(e), then the Company shall pay or provide the Executive with the following, Accrued Amounts and subject to the provisions of compliance with Section 25 hereof11:

Termination Without Cause or for Good Reason. If the Executive’s employment by the Company is terminated (x) by the Company other than for without Cause pursuant (and not due to Section 7(cDisability or death) hereof, or (y) by the Executive for Good Reason, then the Company shall pay or provide the Executive with the following, Accrued Amounts and subject to compliance with Section 12, the provisions of Section 25 hereofCompany shall:

Termination Without Cause or for Good Reason. If In the event of termination of the Executive’s 's employment hereunder by the Company is terminated (xwithout "cause" pursuant to Section 4(f) hereof, by the Company other than for Cause pursuant to Section 7(c4(a)(iv) hereofdue to some factor outside of the Executive's control which caused the Executive to be unable to obtain any operating or other license, or (y) by the Executive for Good Reason"good reason" pursuant to Section 4(b) hereof, the Company Executive shall pay or provide the Executive with the following, subject be entitled to the provisions of Section 25 hereoffollowing severance pay and benefits:

Termination Without Cause or for Good Reason. If the Executive’s employment by the Company is terminated (x) by the Company other than for Cause pursuant (and not due to Section 7(cDisability or death) hereof, or (y) by the Executive for Good Reason, other than in circumstances described in Section 8(e), then the Company shall pay or provide the Executive with the following, Accrued Amounts and subject to the provisions of compliance with Section 25 hereof10:

Termination Without Cause or for Good Reason. If In the event the Executive’s employment by the Company is terminated upon or prior to the Expiration Date (x) by the Company other than for Cause pursuant to Section 7(c) hereof, or (y) by the Executive for Good Reason, and Section 8(a) does not apply, the Company shall pay or provide to the Executive with (i) the following, Accrued Amounts; and (ii) subject to the provisions of Section 25 hereof9:

Termination Without Cause or for Good Reason. If the Executive’s employment hereunder shall be terminated by the Company is terminated (x) by the Company other than for Cause pursuant to Section 7(c) hereofwithout Cause, or (y) by the Executive for Good Reason, then in addition to the Company shall pay or provide payments and benefits described in Section 4(b) and subject to Executive’s execution and non-revocation of the Executive release contemplated in Section 4(f) of this Agreement and Executive’s continuing compliance with the following, subject to the provisions of Section 25 hereof:Non-Competition Agreement (as defined below):

Termination Without Cause or for Good Reason. If (a) Subject to and contingent upon Executive’s compliance with this Section 5 and Sections 6 and 7, if during the Term the Company terminates Executive’s employment by the Company is terminated (x) by the Company other than for without Cause pursuant to Section 7(c) hereof, or (y) by the Executive terminates his employment for Good Reason, Executive will be entitled to receive the following payments and benefits in lieu of any payments or benefits to which Executive would otherwise be entitled under any Company shall pay severance or provide the Executive with the following, subject to the provisions of Section 25 hereofother similar plan or program:

Termination Without Cause or for Good Reason. If the Executive’s employment is terminated by the Company is terminated (x) by the Company other than for without Cause pursuant to Section 7(c) hereof, or (y) by the Executive for Good Reason, the Company shall pay or provide the Executive with the following, subject to the provisions of Section 25 hereoffollowing payments and benefits:

Termination Without Cause or for Good Reason. If In the event the Executive’s employment by the Company is terminated (x) by the Company other than for Cause pursuant to Section 7(c) hereof, or (y) by the Executive for Good Reason, and Section 8(a) does not apply, the Company shall pay or provide to the Executive (i) the Accrued Amounts; (ii) continued payment of the Make-Up Payments paid in accordance with the following, Section 5(b) (including payment timing); and (iii) subject to the provisions of Section 25 hereof9:

Termination Without Cause or for Good Reason. If the Executive’s employment by with the Company is terminated (x) by the Company other than for without Cause pursuant to Section 7(c) hereof, or (y) by the Executive for Good Reason, then in addition to the amounts described in subsection (a), and provided that the Executive timely signs a release of claims in the form attached hereto as Exhibit A (adjusted as necessary to conform to then-existing legal requirements in a manner reasonably acceptable to the Company and the Executive) (a “Full Release”) and does not revoke the Release as provided therein, the Company shall pay or provide to the Executive with the following, subject to the provisions of Section 25 hereof:

Termination Without Cause or for Good Reason. If the Executive’s 's employment is terminated by the Company is terminated (x) by the Company other than for without Cause pursuant to Section 7(cSubsection 6(a)(v) hereof, or (y) by the Executive for Good Reason, the Company shall pay or provide the Executive with the following, subject to the provisions of Section 25 hereof:by

Termination Without Cause or for Good Reason. If the Executive’s employment by the Company is terminated (x) by the Company other than for Cause pursuant (and not due to Section 7(cDisability or death) hereof, or (y) by the Executive for Good Reason, other than in circumstances described in Section 8(e), then the Company shall pay or provide the Executive with the following, Accrued Amounts and subject to the provisions of compliance with Section 25 hereof12:

Termination Without Cause or for Good Reason. If the Executive’s Company terminates the employment by of the Company is terminated (x) by the Company Executive hereunder for any reason other than for Cause pursuant to a reason set forth in subsections (a), (b) or (c) of this Section 7(c) hereof4, or (y) by if the Executive terminates his employment hereunder for Good ReasonReason (as defined herein), the Company Executive shall pay or provide the Executive with the following, subject to the provisions of Section 25 hereofbe entitled to:

Termination Without Cause or for Good Reason. If If, (i) the Company shall terminate the Executive’s employment by the Company is terminated (x) by the Company other than for Cause pursuant to Section 7(c) hereofwithout Cause, or (yii) by the Executive shall terminate employment with the Company for Good Reason, the Company Executive shall pay or provide the Executive with the following, subject be entitled to the provisions payment of Section 25 hereofthe benefits provided below as of the Date of Termination:

Termination Without Cause or for Good Reason. If the Executive’s 's employment hereunder shall be terminated by the Company is terminated (x) by the Company other than for Cause pursuant to Section 7(c) hereofwithout Cause, or (y) by the Executive for Good Reason, then in addition to the Company shall pay or provide payments and benefits described in Section 4(b) and subject to Executive’s execution and non-revocation of the Executive release contemplated in Section 4(e) of this Agreement and Executive's continuing compliance with the following, subject to the provisions of Section 25 hereof:Confidentiality and Work Product Assignment Agreement (as defined below):

Termination Without Cause or for Good Reason. If the Executive’s employment hereunder shall be terminated by the Company is terminated (x) by the Company other than for Cause pursuant to Section 7(c) hereofwithout Cause, or (y) by the Executive for Good Reason, then, in addition to the Company shall pay or provide the Executive with the followingpayments and benefits described in Section 3(c) and Section 4(a), and subject to the provisions Section 14 and Executive’s continuing compliance with Section 5 of Section 25 hereofthis Agreement:

Termination Without Cause or for Good Reason. If the Executive’s employment by the Company is terminated (x) by the Company other than for Cause pursuant (and not due to Section 7(cDisability or death) hereof, or (y) by the Executive for Good Reason, other than in circumstances described in Section 8(e), then the Company shall pay or provide the Executive with the following, Accrued Amounts and subject to the provisions of compliance with Section 25 hereof9:

Termination Without Cause or for Good Reason. If the Executive’s employment hereunder shall be terminated by the Company is terminated (x) by the Company other than for Cause pursuant to Section 7(c) hereofwithout Cause, or (y) by the Executive for Good Reason, then in addition to the Company shall pay or provide the Executive with the following, payments and benefits described in Section 4(a) and subject to the provisions Section 14 and Executive’s continuing compliance with Section 5 of Section 25 hereofthis Agreement:

Termination Without Cause or for Good Reason. If the Executive’s employment by the Company is terminated (x) by the Company other than for Cause pursuant to Section 7(c) hereofCause, or (y) by the Executive for Good Reason, the Company shall pay or provide the Executive with the following, subject to the provisions of Section 25 hereof:

Termination Without Cause or for Good Reason. If the Executive’s employment by the Company is terminated (x) by the Company other than for Cause pursuant to Section 7(c) hereof, hereof or (y) by the Executive for Good ReasonReason (collectively, a “Qualifying Termination”), the Company shall pay or provide the Executive with the following, subject to the provisions of Section 25 hereof:

Termination Without Cause or for Good Reason. If the Executive’s employment by the Company is terminated (xi) by the Company other than for Cause pursuant to Section 7(c) hereofCause, or (yii) by the Executive for Good Reason, the Company shall pay or provide the Executive with the following, subject to the provisions of Section 25 21 hereof:

Termination Without Cause or for Good Reason. If the Executive’s employment by with the Company is terminated (x) by the Company other than for Cause pursuant to Section 7(c) hereof, or (y) by the Executive for Good Reason, the Company shall pay or provide the Executive with the following, subject to the provisions of Section 25 27 hereof:

Termination Without Cause or for Good Reason. If the Executive’s employment by the Company is terminated (x) by the Company other than for Cause (and, for the sake of clarity, other than due to the Executive’s death or Disability) pursuant to Section 7(c7(d) hereof, hereof or (y) by the Executive for Good Reason, the Company shall pay or provide the Executive with the following, subject to the provisions of Section 25 24 hereof:

Termination Without Cause or for Good Reason. If the Executive’s employment hereunder shall be terminated by the Company is terminated (x) by the Company other than for Cause pursuant to Section 7(c) hereofwithout Cause, or (y) by the Executive for Good Reason, then in addition to the Company shall pay or provide payments and benefits described in Section 4(b) and subject to Executive’s execution and non-revocation of the Executive release contemplated in Section 4(f) of this Agreement and Executive’s continuing compliance with the following, subject to the provisions of Section 25 hereof:Confidentiality and Work Product Assignment Agreement (as defined below):

Termination Without Cause or for Good Reason. If the The Executive’s 's employment hereunder may be terminated by the Company is terminated (x) by the Company other than for without Cause pursuant to Section 7(c) hereof, or (y) by the Executive for Good Reason. If during the Term the Executive's employment shall be terminated by the Company without Cause (and other than pursuant to Section 4(b)) or by the Executive for Good Reason (each a "Section 4(d) Event"), the Company following provisions shall pay or provide the Executive with the following, subject to the provisions of Section 25 hereofapply:

Termination Without Cause or for Good Reason. If the Executive’s employment by the Company is terminated (x) by the Company other than for without Cause pursuant (and not due to Section 7(cDisability or death) hereof, or (y) by the Executive for Good Reason, then the Company shall pay or provide the Executive with the following, Accrued Amounts and subject to the provisions of compliance with Section 25 hereof11:

Termination Without Cause or for Good Reason. If the Executive’s 's employment hereunder shall be terminated by the Company is terminated (x) by the Company other than for Cause pursuant to Section 7(c) hereofwithout Cause, or (y) by the Executive for Good Reason, then in addition to the Company shall pay or provide payments and benefits described in Section 4(b) and subject to Executive's execution and non-revocation of the Executive release contemplated in Section 4(£) of this Agreement and Executive's continuing compliance with the following, subject to the provisions of Section 25 hereof:Confidentiality and Work Product Assignment Agreement (as defined below):

Termination Without Cause or for Good Reason. If the Executive’s 's employment by the Company is terminated (x) by the Company other than for Cause pursuant to Section 7(c) hereof, or (y) by the Executive for Good Reason, the Company shall pay or provide the Executive with the following, subject to the provisions of Section 25 hereof:Executive

Termination Without Cause or for Good Reason. If the Company terminates the Executive’s employment by the Company is terminated without “Cause” (xas defined in Paragraphs 4 (a) by the Company other than for Cause pursuant to Section 7(c– (f) hereof, below) or (y) by the Executive terminates his employment for “Good Reason” (as defined in Paragraph 6 below) prior to the expiration of the Term, the Company shall pay or provide will compensate the Executive with the following, subject to the provisions of Section 25 hereofas follows:

Termination Without Cause or for Good Reason. If the Executive’s employment by the Company is terminated (x) by the Company other than for Cause pursuant to Section 7(c) hereofCause, or (y) by the Executive for Good Reason, the Company shall pay or provide the Executive with the following, subject to the provisions of Section 25 hereof:

Termination Without Cause or for Good Reason. If If, (i) the Company shall terminate the Executive’s 's employment by the Company is terminated (x) by the Company other than for Cause pursuant to Section 7(c) hereofwithout Cause, or (yii) by the Executive shall terminate employment with the Company for Good Reason, the Company Executive shall pay or provide the Executive with the following, subject be entitled to the provisions payment of Section 25 hereofthe benefits provided below as of the Date of Termination:

Termination Without Cause or for Good Reason. If the Executive’s 's employment by the Company is terminated shall terminate without Cause (x) by the Company other than for Cause pursuant to Section 7(c6(a)(v)) hereof(which for this purpose shall include any termination by reason of the Company's non-extension or non-renewal of this Agreement beyond the Initial Term), or (y) by the Executive for Good ReasonReason (pursuant to Section 6(a)(iv)), the Company shall pay or provide the Executive with the following, subject to the provisions of Section 25 hereofshall:

Termination Without Cause or for Good Reason. If the Executive’s employment by the Company is terminated (x) by the Company other than for Cause pursuant to Section 7(c7(d) hereof, or (y) by the Executive for Good Reason, the Company shall pay or provide the Executive with the following, subject to the provisions of Section 25 24 hereof:

Termination Without Cause or for Good Reason. If the Executive’s employment by the Company is terminated (x) by the Company other than for Cause pursuant to Section 7(c) hereofCause, death or Disability, or (y) by the Executive for with Good Reason, the Company shall pay or provide the Executive with the following, subject to the provisions of Section 25 22 hereof:

Termination Without Cause or for Good Reason. If the Executive’s employment by the Company is terminated (x) by the Company other than for Cause pursuant to Section 7(c6(c) hereof, or (y) by the Executive for Good ReasonReason or (z) upon the expiration of the Employment Term due to a Non-Renewal by the Company (collectively, a “Qualifying Termination”), the Company shall pay or provide the Executive with the following, subject to the provisions of Section 25 hereof:

Termination Without Cause or for Good Reason. If the Executive’s employment hereunder shall be terminated by the Company is terminated (x) by the Company other than for Cause pursuant to Section 7(c) hereofwithout Cause, or (y) by the Executive for Good Reason, then in addition to the Company shall pay or provide the Executive with the following, payments and benefits described in Section 4(b) and subject to the provisions Section 14 and Executive’s continuing compliance with Section 5 of Section 25 hereofthis Agreement:

Termination Without Cause or for Good Reason. If the Executive’s employment by the Company is terminated (x) by the Company other than for Cause (and other than a termination due to Disability or death), (y) upon expiration of the Employment Term then in effect by reason of the Company’s delivery of a non-renewal notice pursuant to Section 7(c) hereof2 if the Company did not have Cause to deliver such non-renewal notice, or (yz) by the Executive for Good Reason, then subject to Section 9(e), the Company shall pay or provide the Executive with the following, subject to the provisions of Section 25 hereof:

Termination Without Cause or for Good Reason. If the Executive’s 's employment is terminated by the Company is terminated (x) by the Company other than for without Cause pursuant to Section 7(c) hereof, or (y) by the Executive for Good Reason, the Company shall pay or provide the Executive with the following, subject to the provisions of Section 25 hereoffollowing payments and benefits:

Termination Without Cause or for Good Reason. If the Executive’s employment by the Company is terminated (x) by the Company without Cause (and other than than, for Cause pursuant to Section 7(c) hereofthe avoidance of doubt, on account of the Executive’s Disability or death), or (y) by the Executive for Good Reason, the Company shall pay or provide the Executive with the following, subject to the provisions of Section 25 hereof:

Termination Without Cause or for Good Reason. If the Executive’s employment shall be terminated by the Company is terminated without Cause (x) by the Company other than for Cause pursuant to Section 7(c) hereof12(a)(v)), or (y) by the Executive for Good ReasonReason (pursuant to Section 12(a)(iv)), and subject to the Company’s receipt of a general release in its customary form, the Company shall pay or provide the Executive with the following, subject to the provisions of Section 25 hereofshall:

Termination Without Cause or for Good Reason. If the Executive’s 's employment shall be terminated by the Company is terminated without Cause (x) by the Company other than for Cause pursuant to Section 7(c) hereof6(a)(v)), or (y) by the Executive for Good ReasonReason (pursuant to Section 6(a)(iv)), and subject to the Company's receipt of a general release in its customary form, the Company shall pay or provide the Executive with the following, subject to the provisions of Section 25 hereof:shall

Termination Without Cause or for Good Reason. If Subject to Sections 8 and 25, in the event the Executive’s employment by the Company is terminated (x) by the Company other than for Cause pursuant to Section 7(c) hereof, or (y) by the Executive for Good Reason, the Company shall pay or provide the Executive with (i) the following, Accrued Amounts; (ii) continued payment of the Make-Up Payments; and (iii) subject to the provisions of Section 25 hereof9:

Termination Without Cause or for Good Reason. If the Executive’s employment by the Company is terminated (x) by the Company other than for Cause pursuant to Section 7(c) hereofCause, Death or Disability, or (y) if Executive’s employment is terminated by the Executive for Good Reason, the Company shall pay or provide the Executive with the following, subject to the provisions of Section 25 21 hereof:

Termination Without Cause or for Good Reason. If the Executive’s employment by the Company is terminated (x) by the Company other than for Cause pursuant (and not due to Section 7(cDisability or death) hereof, or (y) by the Executive for Good Reason, other than in circumstances described in Section 7(e), then the Company shall pay or provide the Executive with the following, Accrued Amounts and subject to the provisions of compliance with Section 25 hereof9:

Termination Without Cause or for Good Reason. If In the event the Executive’s employment by the Company is terminated upon or prior to the Expiration Date (x) by the Company other than for Cause pursuant to Section 7(c) hereof, or (y) by the Executive for Good Reason, and Section 8(a) does not apply, the Company shall pay or provide to the Executive (i) the Accrued Amounts; (ii) continued payment of the Make-Up Payments paid in accordance with the following, Section 5(b) (including payment timing); and (iii) subject to the provisions of Section 25 hereof9:

Termination Without Cause or for Good Reason. If the Executive’s employment by the Company is terminated (x) by the Company other than for without Cause pursuant (and not due to Section 7(cDisability or death) hereof, or (y) by the Executive for Good Reason, then the Company shall pay or provide the Executive with the following, Accrued Amounts and subject to compliance with Section 12, the provisions of Section 25 hereof:Company shall: 115357572 v1