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

Termination Without Cause or Good Reason. If the Executive’s employment by the Company is terminated by the Company other than for Cause or by the Executive for Good Reason, the Company shall pay or provide the Executive with the following, subject to the provisions of Section 23 hereof: (i) the Accrued Benefits; (ii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, any unpaid Annual Bonus for the completed fiscal year ending immediately prior to termination; (iii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, an amount equal to the Executive’s monthly Base Salary rate as in effect on the date of termination, paid monthly for a period of six (6) months following such termination (the “Severance Period”), provided that any such payment scheduled to occur during the first thirty (30) days (or sixty (60) days, if the Executive is entitled to more than thirty (30) days to consider the release required in Section 8 hereof) following the termination of employment shall not be paid until the first regularly scheduled pay period following the thirtieth (30th) day (or sixtieth (60th) day, if the Executive is entitled to more than thirty (30) days to consider the release required in Section 8 hereof) following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; (iv) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, during the portion of the Severance Period during which the Executive and the Executive’s eligible dependents are eligible for COBRA coverage, reimbursement for the Executive and the Executive’s eligible dependents for their COBRA premiums for coverage under the Company’s medical, dental, vision and prescription drug plans; provided that, in the event that the Executive obtains other employment that offers group health benefits, such reimbursement by the Company under this Section 7(c)(iv) shall immediately cease. Payments and benefits provided in this Section 7(c) shall be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies or programs of any member of the Company Group or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

Termination Without Cause or Good Reason. Section 7(a) of the Agreement is modified to read in its entirety as follows: (a) Termination Without Cause or Good Reason other than in Connection with a Change of Control. If the Executive’s employment by the Company is terminated by the Company other than for without Cause or by the if Executive resigns for Good Reason, the Company shall pay or provide the Executive and such termination is not in Connection with the followinga Change of Control, then, subject to the provisions of Section 23 hereof: 8, Executive will receive: (i) continued payment of Executive’s Base Salary (subject to applicable tax withholdings) for twelve (12) months, such amounts to be paid in accordance with the Accrued Benefits; Company’s normal payroll policies; (ii) subject the actual earned cash incentive, if any, payable to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, any unpaid Annual Bonus Executive for the completed fiscal year ending immediately prior current year, pro-rated to termination; (iii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, an amount equal to the Executive’s monthly Base Salary rate as in effect on the date of termination, with such pro-rated amount to be calculated by multiplying the current year’s Target Annual Incentive by a fraction with a numerator equal to the number of days inclusive between the start of the current calendar year and the date of termination and a denominator equal to 365, such amounts to be paid monthly at the same time as similar bonus payments are made to the Company’s other Executive officers, and (iii) reimbursement for premiums paid for continued health benefits for Executive (and any eligible dependents) under the Company’s health plans until the earlier of (A) twelve (12) months, payable when such premiums are due (provided Executive validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)), or (B) the date upon which Executive and Executive’s eligible dependents become covered under similar plans; provided, however, that if Executive resigns for Good Reason under subsection (iii)(A) of the definition of Good Reason in Section 10(d), then the continued payment of Base Salary identified above in clause (i) shall be for a period of six (6) months following such termination (months. For purposes of clarity, the “Severance Period”), provided that any such payment scheduled to occur during the first thirty (30) days (or sixty (60) days, if the Executive is entitled to more than thirty (30) days to consider the release required in Section 8 hereof) following the termination of employment Committee shall not be paid until the first regularly scheduled pay period following the thirtieth (30th) day (or sixtieth (60th) day, if the Executive is entitled to more than thirty (30) days to consider the release required in Section 8 hereof) following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; (iv) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, during the portion of the Severance Period during which the Executive and the Executive’s eligible dependents are eligible for COBRA coverage, reimbursement for the Executive and the Executive’s eligible dependents for their COBRA premiums for coverage under the Company’s medical, dental, vision and prescription drug plans; provided thatdetermine, in good faith, the event that the Executive obtains other employment that offers group health benefits, such reimbursement extent to which any cash incentive has been earned by the Company under this Section 7(c)(iv) shall immediately cease. Payments and benefits provided in this Section 7(c) shall be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies or programs of any member of the Company Group or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulationExecutive.

Termination Without Cause or Good Reason. If the Executive’s employment by the Company is terminated by the Company other than for Cause or by the Executive for Good Reason, the Company shall pay or provide the Executive with the following, subject to the provisions of Section 23 hereof: (i) the Accrued Benefits; (ii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, any unpaid Annual Bonus for the completed fiscal year ending immediately prior to termination; (iii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, an amount equal to the Executive’s monthly Base Salary rate as in effect on the date of termination, paid monthly for a period of six (6) months [which will be increased to twelve (12) months on the first day following twenty-fourth (24) months after the Effective Date] following such termination (the “Severance Period”), provided that any such payment scheduled to occur during the first thirty (30) days (or sixty (60) days, if the Executive is entitled to more than thirty (30) days to consider the release required in Section 8 hereof) following the termination of employment shall not be paid until the first regularly scheduled pay period following the thirtieth (30th) day (or sixtieth (60th) day, if the Executive is entitled to more than thirty (30) days to consider the release required in Section 8 hereof) following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; (iv) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, during the portion of the Severance Period during which the Executive and the Executive’s eligible dependents are eligible for COBRA coverage, reimbursement for the Executive and the Executive’s eligible dependents for their COBRA premiums for coverage under the Company’s medical, dental, vision and prescription drug plans; provided that, in the event that the Executive obtains other employment that offers group health benefits, such reimbursement by the Company under this Section 7(c)(iv) shall immediately cease. (v) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, an amount equal to the executive’s target annual bonus as outlined in section 4, adjusted for the percentage of the year worked prior to the termination. Payments and benefits provided in this Section 7(c) shall be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies or programs of any member of the Company Group or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

Termination Without Cause or Good Reason. If the Executive’s employment by the Company is terminated by the Company other than for Cause or by the Executive for Good Reason, the Company shall pay or provide the Executive with the following, subject to the provisions of Section 23 hereof: : (i) the Accrued Benefits; ; (ii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, any unpaid Annual Bonus for the completed fiscal year ending immediately prior to termination; ; (iii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, an amount equal to the Executive’s monthly Base Salary rate as in effect on the date of termination, paid monthly for a period of six (6) months following such termination (the “Severance Period”), provided that any such payment scheduled to occur during the first thirty (30) days (or sixty (60) days, if the Executive is entitled to more than thirty (30) days to consider the release required in Section 8 hereof) following the termination of employment shall not be paid until the first regularly scheduled pay period following the thirtieth (30th) day (or sixtieth (60th) day, if the Executive is entitled to more than thirty (30) days to consider the release required in Section 8 hereof) following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; ; (iv) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, during the portion of the Severance Period during which the Executive and the Executive’s eligible dependents are eligible for COBRA coverage, reimbursement for the Executive and the Executive’s eligible dependents for their COBRA premiums for coverage under the Company’s medical, dental, vision and prescription drug plans; provided that, in the event that the Executive obtains other employment that offers group health benefits, such reimbursement by the Company under this Section 7(c)(iv) shall immediately cease. Payments and benefits provided in this Section 7(c) shall be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies or programs of any member of the Company Group or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

Termination Without Cause or Good Reason. If the ExecutiveParticipant’s employment by Termination of Service is without Cause or for Good Reason (as such terms are defined in the Plan, with either such Termination referred to in this Section as an “Involuntary Termination”) and the Participant executes and delivers to the Company the applicable release and severance agreement related to such Termination, then the Period of Restriction will terminate, and all continuing employment/service restrictions will lapse, as of the effective date of the Involuntary Termination, but only with respect to a pro-rata portion (as determined in this Section) of the unvested Restricted Shares. The pro-rata portion of shares which would vest to become Vested Restricted Shares under this Section (if the aforementioned conditions are met) shall equal (A) the total number of Restricted Shares provided under Section 1 of this Award Agreement multiplied by a fraction for which the numerator is terminated by the Company other than for Cause or by number of whole months from the Executive for Good ReasonGrant Date to the date of the Involuntary Termination and the denominator is the number of whole months from the Grant Date to the final scheduled vesting date (the final Period of Restriction Lapse Date) set forth in Section 2, minus (B) the Company number of Restricted Shares which have vested under Section 2 prior to the date of the Involuntary Termination. The pro-rata portion of the Restricted Shares which become vested pursuant to this Section 4(b) shall pay or provide the Executive with the following, remain subject to the provisions terms and conditions of this Award Agreement (including Sections 8 and 10), and all Restricted Shares covered by this Award Agreement which remain unvested after application of this Section 23 hereof: (i4(b) shall be forfeited by the Accrued Benefits; (ii) subject to Participant as of the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, any unpaid Annual Bonus for the completed fiscal year ending immediately prior to termination; (iii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, an amount equal to the Executive’s monthly Base Salary rate as in effect on the effective date of termination, paid monthly for a period the Involuntary Termination. Notwithstanding the foregoing terms of six (6) months following such termination (the “Severance Period”this Section 4(b), provided that any such payment scheduled to occur during the first thirty (30) days (or sixty (60) days, if the Executive is entitled to more than thirty Participant who experiences an Involuntary Termination otherwise qualifies for Retirement (30) days to consider as defined in the release required Plan and provided in Section 8 hereof4(a)(ii) following of this Award Agreement) at the termination time of employment shall not be paid until such Involuntary Termination, the first regularly scheduled pay period following the thirtieth (30th) day (or sixtieth (60th) day, if the Executive is entitled to more than thirty (30) days to consider the release required Retirement provisions in Section 8 hereof4(a)(ii) following such termination and shall include payment apply instead of any amount that was otherwise scheduled to be paid prior thereto; (iv) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, during the portion of the Severance Period during which the Executive and the Executive’s eligible dependents are eligible for COBRA coverage, reimbursement for the Executive and the Executive’s eligible dependents for their COBRA premiums for coverage under the Company’s medical, dental, vision and prescription drug plans; provided that, in the event that the Executive obtains other employment that offers group health benefits, such reimbursement by the Company under this Section 7(c)(iv) shall immediately cease. Payments and benefits provided in this Section 7(c) shall be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies or programs of any member of the Company Group or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation4(b).