Common use of TERMINATION WITHOUT CAUSE; VOLUNTARY TERMINATION WITH GOOD REASON Clause in Contracts

TERMINATION WITHOUT CAUSE; VOLUNTARY TERMINATION WITH GOOD REASON. Employer may terminate this Agreement and Employee’s employment with Employer without Cause at any time, with or without notice, for any reason or no reason (and no reason need be given). Employee may terminate this Agreement and Voluntarily Terminate his employment with Employer with Good Reason (as defined in the Appendix). In the event Employee’s employment with Employer is terminated pursuant to this Section 6(d) and such termination is not in connection with a Change In Control, (i) Employer shall pay to Employee all amounts of Base Salary accrued pursuant to Section 4 above through the date of termination, and any accrued, but unpaid, Bonus Compensation attributable to completed fiscal years, and (ii) Employee shall be relieved of his obligations under Sections 1 and 3 hereof. In addition, if Employee’s employment with Employer is terminated pursuant to this Section 6(d) and such termination is not in connection with a Change In Control, Employer shall pay to Employee the Base Salary that Employee would have earned under this Agreement for the remaining Term together with all reasonable attorneys’ or other professional fees and costs incurred by Employee in enforcing his rights under this Section 6(d). Employer may also require Employee to fully and completely release any and all claims for breach of this Agreement at the time of termination as a condition to receiving such payments under this Section 6(d); provided that any such release would be executed and effective no later than 60 days after Employee’s termination date. Employee and his dependents shall also be entitled to any continuation health insurance coverage rights, if any, under applicable law. Any benefits provided under Section 6(d) shall be paid in installments subject to the following:

TERMINATION WITHOUT CAUSE; VOLUNTARY TERMINATION WITH GOOD REASON. Employer may terminate this Agreement and Employee’s 's employment with Employer without Cause at any time, with or without notice, for any reason or no reason (and no reason need be given). Employee may terminate this Agreement and Voluntarily Terminate his employment with Employer with Good Reason upon thirty (as defined in 30) days' prior written notice to Employer, provided that Employer does not correct the Appendix)circumstances giving Employee Good Reason during such thirty (30) day period. In the event Employee’s 's employment with Employer is terminated pursuant to this Section 6(d) and such termination is not in connection with a Change In Control), (i) Employer shall pay to Employee all amounts of Base Salary and Bonus Compensation accrued pursuant to Section 4 above through the date of termination, and any accrued, but unpaid, Bonus Compensation attributable to completed fiscal years, and (ii) Employee shall be relieved of his obligations under Sections 1 and 3 hereof, and (iii) Employee shall be free to seek other employment subject to the terms of Section 8 hereof. In addition, if Employee’s 's employment with Employer is terminated pursuant to this Section 6(d) and such termination is not in connection with a Change In Control), Employer shall pay to Employee the Base Salary value of all compensation and benefits that Employee would have earned under this Agreement for the remaining Term together with all reasonable attorneys’ ' or other professional fees and costs incurred by Employee in enforcing his rights under this Section 6(d). Employer may satisfy its obligation hereunder by either providing such compensation and benefits in kind at the time such compensation and benefits would otherwise be due hereunder, or with consent of Employee, by paying the present value thereof in a lump sum. Employee has a duty to mitigate such amount by obtaining comparable or better employment, if possible, and the amounts payable hereunder shall be reduced by 25% of the base salary and bonus which Employee earns during such period. However, Employee's duty to find a comparable position does not require Employee to accept a position that is not comparable to his current position's duties, in a different location or at a lesser rate of compensation or benefits. Employer may also require Employee to fully and completely release any and all claims for breach of this Agreement at the time of termination as a condition to receiving such payments under this Section 6(d); provided that any such release would be executed and effective no later than 60 days after Employee’s termination date. Employee and his dependents shall also be entitled to any continuation health insurance coverage rights, if any, under applicable law. Any benefits provided under Section 6(d) shall be paid in installments subject to the following:.

TERMINATION WITHOUT CAUSE; VOLUNTARY TERMINATION WITH GOOD REASON. Employer may terminate this Agreement and Employee’s 's employment with Employer without Cause at any time, with or without notice, for any reason or no reason (and no reason need be given). Employee may terminate this Agreement and Voluntarily Terminate his employment with Employer with Good Reason upon thirty (as defined in 30) days' prior written notice to Employer, provided that Employer does not correct the Appendix)circumstances giving Employee Good Reason during such thirty (30) day period. In the event Employee’s 's employment with Employer is terminated pursuant to this Section 6(d) and such termination is not in connection with a Change In Control), (i) Employer shall pay to Employee all amounts of Base Salary and Bonus Compensation accrued pursuant to Section 4 above through the date of termination, and any accrued, but unpaid, Bonus Compensation attributable to completed fiscal years, and (ii) Employee shall be relieved of his obligations under Sections 1 and 3 hereof, and (iii) Employee shall be free to seek other employment subject to the terms of Section 8 hereof. In addition, if Employee’s 's employment with Employer is terminated pursuant to this Section 6(d) and such termination is not in connection with a Change In Control), Employer shall pay to Employee the Base Salary value of all compensation and benefits that Employee would have earned under this Agreement for the remaining Term together with all reasonable attorneys’ ' or other professional fees and costs incurred by Employee in enforcing his rights under this Section 6(d). Employer may satisfy its obligation hereunder by either providing such compensation and benefits in kind at the time such compensation and benefits would otherwise be due hereunder, or with consent of Employee, by paying the present value thereof in a lump sum. Employee has no duty to mitigate such amount by obtaining other employment. However, the amounts payable hereunder shall be reduced by 25% of the base salary and bonus which Employee earns from new employment during such period. Employer may also require Employee to fully and completely release any and all claims for breach of this Agreement at the time of termination as a condition to receiving such payments under this Section 6(d); provided that any such release would be executed and effective no later than 60 days after Employee’s termination date. Employee and his dependents shall also be entitled to any continuation health insurance coverage rights, if any, under applicable law. Any benefits provided under Section 6(d) shall be paid in installments subject to the following:.

TERMINATION WITHOUT CAUSE; VOLUNTARY TERMINATION WITH GOOD REASON. Employer may terminate this Agreement and Employee’s 's employment with Employer without Cause at any time, with or without notice, for any reason or no reason (and no reason need be given). Employee may terminate this Agreement and Voluntarily Terminate his employment with Employer with Good Reason upon thirty (as defined in 30) days' prior written notice to Employer, provided that Employer does not correct the Appendix)circumstances giving Employee Good Reason during such thirty (30) day period. In the event Employee’s 's employment with Employer is terminated pursuant to this Section 6(d) and such termination is not in connection with a Change In Control, (i) Employer shall pay to Employee all amounts of Base Salary and Bonus Compensation accrued pursuant to Section 4 above through the date of termination, and any accrued, but unpaid, Bonus Compensation attributable to completed fiscal years, and (ii) Employee shall be relieved of his obligations under Sections 1 and 3 hereof. In addition, if Employee’s 's employment with Employer is terminated pursuant to this Section 6(d) and such termination is not in connection with a Change In Control, Employer shall pay to Employee the Base Salary that Employee would have earned under this Agreement for the remaining Term together with all reasonable attorneys’ ' or other professional fees and costs incurred by Employee in enforcing his rights under this Section 6(d). Employer may also require Employee to fully and completely release any and all claims for breach of this Agreement at the time of termination as a condition to receiving such payments under this Section 6(d); provided that any such release would be executed and effective no later than 60 days after Employee’s termination date. Employee and his dependents shall also be entitled to any continuation health insurance coverage rights, if any, under applicable law. Any benefits provided under Section 6(d) lump sum payment shall be made as soon as practicable following the effective date of Employee’s termination (but in no event later than the fifteenth day of the third month after the date of termination), unless Employer reasonably determines that Code Section 409A will result in the imposition of additional tax on account of such payment before the expiration of the 6-month period described in Section 409A(a)(2)(B)(i) of the Code in which case such payment will be paid on the date that is six (6) months and one (1) day following the date of Employee’s separation from service (as defined in installments subject to Code Section 409A) or, if earlier, the following:date of death of Employee.

TERMINATION WITHOUT CAUSE; VOLUNTARY TERMINATION WITH GOOD REASON. Employer The Company may in its sole discretion terminate this Agreement and EmployeeExecutive’s employment with Employer the Company without Cause at any time, with or without notice, for any reason or no reason (and no reason need be given). Employee Executive may terminate this Agreement and Voluntarily Terminate his employment with Employer the Company with Good Reason (as defined in the AppendixSection 7(i) below). In the event EmployeeExecutive’s employment with Employer the Company is terminated pursuant to this Section 6(d) and such termination is not in connection with a Change In Control, ): (i) Employer the Company shall pay to Employee Executive all amounts of Base Salary accrued pursuant to Section 4 above through the date of termination, and any accrued, but unpaid, Bonus Compensation attributable to completed fiscal years, and (ii) Employee Executive shall be relieved of his obligations under Sections 1 and 3 hereof, and (iii) Executive shall be free to seek other employment subject to the terms of Section 8 hereof. In addition, if EmployeeExecutive’s employment with Employer the Company is terminated pursuant to this Section 6(d) and such termination is not in connection with a Change In Control), Employer the Company shall pay to Employee Executive the Base Salary value of all compensation and any other benefits that Employee Executive would have earned under this Agreement for the remaining Term together with all reasonable attorneys’ or other professional fees and costs incurred by Employee Executive in enforcing his rights under this Section 6(d). Employer Payments under this Section 6(d) will be made to Executive in monthly installments. Executive has no duty to mitigate payments under this Section 6(d) by obtaining other employment. However, the amounts payable hereunder shall be reduced by 25% of the base salary and bonus which Executive earns from new employment during such period. The Company may also require Employee Executive to fully and completely release any and all claims for breach of this Agreement at the time of termination as a condition to receiving such payments under this Section 6(d); provided that any such release would be executed and effective no later than 60 days after EmployeeExecutive’s termination date. Employee Executive and his dependents shall also be entitled to any continuation health insurance coverage rights, if any, under applicable law. Of the amounts to be paid pursuant to Section 6(d), an amount equal to the Voluntary Termination with Notice Amount shall be paid at the same time and in the same form as provided under Section 6(c). Any additional benefits provided under Section 6(d) shall be paid in installments subject to the following:

TERMINATION WITHOUT CAUSE; VOLUNTARY TERMINATION WITH GOOD REASON. Employer may terminate this Agreement and Employee’s 's employment with Employer without Cause at any time, with or without notice, for any reason or no reason (and no reason need be given). Employee may terminate this Agreement and Voluntarily Terminate his her employment with Employer with Good Reason upon thirty (as defined in 30) days' prior written notice to Employer, provided that Employer does not correct the Appendix)circumstances giving Employee Good Reason during such thirty (30) day period. In the event Employee’s 's employment with Employer is terminated pursuant to this Section 6(d) and such termination is not in connection with a Change In Control, (i) Employer shall pay to Employee all amounts of Base Salary and Bonus Compensation accrued pursuant to Section 4 above through the date of termination, and any accrued, but unpaid, Bonus Compensation attributable to completed fiscal years, and (ii) Employee shall be relieved of his her obligations under Sections 1 and 3 hereof. In addition, if Employee’s 's employment with Employer is terminated pursuant to this Section 6(d) and such termination is not in connection with a Change In Control, Employer shall pay to Employee the Base Salary that Employee would have earned under this Agreement for the remaining Term together with all reasonable attorneys’ ' or other professional fees and costs incurred by Employee in enforcing his her rights under this Section 6(d). Employer may also require Employee to fully and completely release any and all claims for breach of this Agreement at the time of termination as a condition to receiving such payments under this Section 6(d); provided that any such release would be executed and effective no later than 60 days after Employee’s termination date. Employee and his her dependents shall also be entitled to any continuation health insurance coverage rights, if any, under applicable law. Any benefits provided under Section 6(d) lump sum payment shall be made as soon as practicable following the effective date of Employee’s termination (but in no event later than the fifteenth day of the third month after the date of termination), unless Employer reasonably determines that Code Section 409A will result in the imposition of additional tax on account of such payment before the expiration of the 6-month period described in Section 409A(a)(2)(B)(i) of the Code in which case such payment will be paid on the date that is six (6) months and one (1) day following the date of Employee’s separation from service (as defined in installments subject to Code Section 409A) or, if earlier, the following:date of death of Employee.

TERMINATION WITHOUT CAUSE; VOLUNTARY TERMINATION WITH GOOD REASON. Employer may terminate this Agreement and Employee’s 's employment with Employer without Cause at any time, with or without notice, for any reason or no reason (and no reason need be given). Employee may terminate this Agreement and Voluntarily Terminate his employment with Employer with Good Reason upon thirty (as defined in 30) days' prior written notice to Employer, provided that Employer does not correct the Appendix)circumstances giving Employee Good Reason during such thirty (30) day period. In the event Employee’s 's employment with Employer is terminated pursuant to this Section 6(d) and such termination is not in connection with a Change In Control5(c), (i) Employer shall pay to Employee all amounts of Base Salary accrued pursuant to Section 4 above through the date of termination, and any accrued, but unpaid, Bonus Compensation attributable to completed fiscal years, and (ii) Employee shall be relieved of his obligations under Sections 1 and 3 hereof, and (iii) Employee shall be free to seek other employment subject to the terms of Section 7 hereof. In addition, if Employee’s 's employment with Employer is terminated pursuant to this Section 6(d) and such termination is not in connection with a Change In Control5(c), Employer shall pay to Employee the Base Salary value of all compensation and benefits that Employee would have earned under this Agreement for the remaining remainder of the Initial Term or any Successive Term together with all reasonable attorneys’ ' or other professional fees and costs incurred by Employee in enforcing his rights under this Section 6(d5(c). Employer may also require Employee to fully satisfy its obligation hereunder by either providing such compensation and completely release any and all claims for breach of this Agreement benefits in kind at the time such compensation and benefits would otherwise be due hereunder, or with consent of termination as Employee, by paying the present value thereof in a condition to receiving such payments under this Section 6(d); provided that any such release would be executed and effective no later than 60 days after Employee’s termination datelump sum. Employee and his dependents shall also be entitled to any continuation health insurance coverage rights, if any, under applicable law. Any benefits provided under Section 6(d) shall be paid in installments subject to the following:.