Common use of Without Cause; For Good Reason Clause in Contracts

Without Cause; For Good Reason. If the Executive’s employment is terminated by the Company without Cause before expiration of the Term, or if the Executive resigns for Good Reason before expiration of the Term, the Company shall have no further payment obligations to the Executive or his legal representatives, other than for payment of: (1) in a lump sum in cash within thirty (30) days after the Date of Termination (or such earlier date as required by applicable law) the Accrued Obligations; (2) the Accrued Incentives, which shall be payable in accordance with the terms and conditions of the Incentive Plans; (3) subject to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period (the “Initial Severance Payment Date”) in an amount equal to (x) the average of the annual bonuses paid to the Executive for the three immediately preceding completed fiscal years, or (y) if upon the Date of Termination the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid to the Executive for the years employed with the Company (the “Average Bonus”); and (4) subject to Section 4(f) below, beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation of the Executive’s Base Salary in effect on the Date of Termination (“Salary Continuation Payments”) for a period of 12 months. Any installments of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred to collectively as the “Severance Payments”.

Without Cause; For Good Reason. If the Executive’s employment is terminated by the Company without Cause before expiration of the Term, or if the Executive resigns for Good Reason before expiration of the Term, the Company shall have no further payment obligations to the Executive or his legal representatives, other than for payment of: (1) in a lump sum in cash within thirty (30) days after the Date of Termination (or such earlier date as required by applicable law) the Accrued Obligations; (2) the Accrued Incentives, which shall be payable in accordance with the terms and conditions of the Incentive Plans; (3) subject to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period (the “Initial Severance Payment Date”) in an amount equal to (x) the average of the annual bonuses paid to the Executive for the three immediately preceding completed fiscal years, or (y) if upon the Date of Termination the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid to the Executive for the years employed with the Company (the “Average Bonus”); and (4) subject to Section 4(f) below, beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation of the Executive’s Base Salary in effect on the Date of Termination (“Salary Continuation Payments”) for a period of 12 18 months. Any installments of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred to collectively as the “Severance Payments”.

Without Cause; For Good Reason. If the Executive’s employment is terminated by the Company without Cause before expiration of the Term, or if the Executive resigns for Good Reason before expiration of the Term, the Company shall have no further payment obligations to the Executive or his legal representatives, other than for payment of: (1) in a lump sum in cash within thirty (30) days after the Date of Termination (or such earlier date as required by applicable law) the Accrued Obligations; (2) the Accrued Incentives, which shall be payable in accordance with the terms and conditions of the Incentive Plans; (3) subject to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period (the “Initial Severance Payment Date”) in an amount equal to (x) the average of the annual bonuses paid to the Executive for the three immediately preceding completed fiscal years, or (y) if upon the Date of Termination the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid to the Executive for the years employed with the Company (the “Average Bonus”); and (4) subject to Section 4(f) below, beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation of the Executive’s Base Salary in effect on the Date of Termination (“Salary Continuation Payments”) for a period of 12 24 months. Any installments of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred to collectively as the “Severance Payments”.

Without Cause; For Good Reason. If during the Term of Employment the Company terminates the Executive’s employment is terminated by the Company without Cause before expiration pursuant to Section 4(d) of the Termthis Agreement, or if the Executive resigns his employment for Good Reason before expiration under Section 4(e), the Company shall pay the Executive (i) an amount equal to one (1) year of his Base Salary at the rate in effect as of the TermTermination Date (without regard to any reduction in Base Salary that gave rise to Good Reason); (ii) the Base Salary that the Executive would have received had he remained employed through the Expiration Date (without regard to any reduction in Base Salary that gave rise to Good Reason) (together with the amount set forth in (i) the “Severance”); (iii) the Bonus Payments; (iv) the COBRA Premiums for the until the date that is one (1) year following the Termination Date or if earlier, the date Executive is eligible for comparable coverage with a subsequent employer; and (v) the Accrued Obligations. Payment of the Severance, the Bonus Payments, and the COBRA Premiums are conditioned on the Executive executing a general release of claims releasing all of his claims against the Company in a form reasonably satisfactory to the Company (but which will not require Executive to release his rights under this Agreement that are intended to survive Executive’s termination of employment or any vested rights under any Company plan or arrangement) (the “Release”) and the Release becoming effective and irrevocable prior to the sixtieth (60th) day following the Termination Date. The Severance will be paid in a lump sum amount on the sixtieth (60th) day following the Termination Date. The Bonus Payments will be paid when such bonuses would have been paid had the Executive remained employed by the Company. The Accrued Obligations will be paid on the next regularly scheduled payroll date following the Termination Date. Thereafter, the Executive acknowledges that the Company shall have no further payment obligations obligation to the Executive or his legal representativesunder this Agreement. Notwithstanding the foregoing, other than for payment of: (1) in a lump sum in cash within thirty (30) days after the Date of Termination (or such earlier date as required by applicable law) the Accrued Obligations; (2) the Accrued Incentives, which shall be payable in accordance with the terms and conditions of the Incentive Plans; (3) subject to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period (the “Initial Severance Payment Date”) in an amount equal to (x) the average of the annual bonuses paid to if the Executive for the three immediately preceding completed fiscal yearsis at any time in breach of Sections 7 or 8 of this Agreement, or (y) if upon the Date of Termination the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid to the Executive for the years employed with the Company (the “Average Bonus”will have no obligations under this Section 5(c); and (4) subject to Section 4(f) below, beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation of the Executive’s Base Salary in effect on the Date of Termination (“Salary Continuation Payments”) for a period of 12 months. Any installments of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred to collectively as the “Severance Payments”.

Without Cause; For Good Reason. If the ExecutiveEmployee’s employment is terminated by the Company without Cause before expiration of the TermEmployment Period, or if the Executive Employee resigns for Good Reason before expiration of the TermEmployment Period, the Company shall have no further payment obligations to the Executive Employee or his legal representatives, other than for payment of: (1) in a lump sum in cash within thirty sixty (3060) days after the Date of Termination (or such earlier date as required by applicable law) that portion of the Accrued ObligationsEmployee’s Base Salary accrued through the Date of Termination to the extent not theretofore paid; (2) in a lump sum in cash within sixty (60) days after the Accrued IncentivesDate of Termination (or such earlier date as required by applicable law), the amount of any Annual Bonus and/or Performance Bonus that was determined prior to the Date of Termination; (3) a severance payment (“Severance Payment”), which shall be payable paid in accordance with the terms and conditions of the Incentive Plans; (3) subject to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period (the “Initial Severance Payment Date”) in an amount equal to (x) the average of the annual bonuses paid to the Executive for the three immediately preceding completed fiscal years, or (y) if upon the Date of Termination the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid to the Executive for the years employed with the Company (the “Average Bonus”); and (4) subject to Section 4(f) below, beginning on the Initial Severance Payment Date and thereafter installments in accordance with the customary payroll practices of the CompanyCompany over a period of twenty four (24) months (“Severance Period”), continuation of the Executive’s an amount equal to two (2) times his Base Salary in effect on the Date of Termination Termination; (“Salary Continuation Payments”4) to the extent not already paid to the Employee, payment of the 2012 Bonus and the 2013 Bonus, which shall be paid in installments in accordance with the customary payroll practices of the Company over the Severance Period; and (5) for a period of 12 months. Any installments eighteen (18) months following the Date of Termination that the Employee is eligible to elect and does elect to continue coverage for himself and his eligible dependents under the Company’s group health plans, as applicable, under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and/or Sections 601 through 608 of the Severance Payments thatEmployee Retirement Income Security Act of 1974, in accordance with customary payroll practicesas amended (collectively, would have typically been made during “COBRA”), the Release Consideration Period Company shall accumulate continue to offer to provide medical and dental coverage to such Employee as required by COBRA and the Company shall then be paid on promptly reimburse the Initial Severance Payment Date. The Average Bonus together with Employee for the Salary Continuation Payments premium costs charged to the Employee for such COBRA continuation coverage; provided, however, that such COBRA coverage shall terminate if and to the extent the Employee becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be referred promptly reported to collectively as the “Severance Payments”Company by the Employee).

Without Cause; For Good Reason. If during the Term of Employment the Company terminates the Executive’s employment is terminated by the Company without Cause before expiration pursuant to Section 4(d) of the Termthis Agreement, or if the Executive resigns his employment for Good Reason before expiration under Section 4(e), or the Executive’s employment ends after the Company has delivered a notice of non-renewal pursuant to Section 2, the Company shall pay the Executive (i) an amount equal to one (1) year of his Base Salary at the rate in effect as of the TermTermination Date (without regard to any reduction in Base Salary that gave rise to Good Reason); (ii) the Base Salary that the Executive would have received had he remained employed through the Expiration Date (without regard to any reduction in Base Salary that gave rise to Good Reason) (together with the amount set forth in (i) the “Severance”); (iii) the Bonus(es) (including, without limitation, the Bonus Payments) that the Executive would have received had he remained employed through the Expiration Date, calculated based on fifty percent (50%) of Executive’s Base Salary (without regard to any reduction in Base Salary that gave rise to Good Reason), provided that for fiscal year ending December 31, 2013, such Bonus shall be the greater of the foregoing or the second highest bonus paid to any employee of the Company (including its subsidiaries); (iv) the COBRA Premiums until the date that is one (1) year following the Termination Date or if earlier, the date Executive is eligible for comparable coverage with a subsequent employer; and (v) the Accrued Obligations. In addition, the Options, to the extent unvested, will fully vest on the Termination Date. Payment of the Severance, the Bonus(es), and the COBRA Premiums and the vesting of the Options are conditioned on the Executive executing a general release of claims releasing all of his claims against the Company in a form reasonably satisfactory to the Company (but which will not require Executive to release his rights under this Agreement that are intended to survive Executive’s termination of employment or any vested rights under any Company plan or arrangement) (the “Release”) and the Release becoming effective and irrevocable prior to the sixtieth (60th) day following the Termination Date. The Severance and Bonuses will be paid in a lump sum amount on the sixtieth (60th) day following the Termination Date, subject to Section 14 below, if applicable. The Accrued Obligations will be paid on the next regularly scheduled payroll date following the Termination Date. Thereafter, the Executive acknowledges that the Company shall have no further payment obligations obligation to the Executive or his legal representativesunder this Agreement. Notwithstanding the foregoing, other than for payment of: (1) in a lump sum in cash within thirty (30) days after the Date of Termination (or such earlier date as required by applicable law) the Accrued Obligations; (2) the Accrued Incentives, which shall be payable in accordance with the terms and conditions of the Incentive Plans; (3) subject to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period (the “Initial Severance Payment Date”) in an amount equal to (x) the average of the annual bonuses paid to if the Executive for the three immediately preceding completed fiscal yearsis at any time in material breach of Sections 7 or 8 of this Agreement, or (y) if upon the Date of Termination the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid to the Executive for the years employed with the Company (the “Average Bonus”will have no obligations under this Section 5(c); and (4) subject to Section 4(f) below, beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation of the Executive’s Base Salary in effect on the Date of Termination (“Salary Continuation Payments”) for a period of 12 months. Any installments of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred to collectively as the “Severance Payments”.

Without Cause; For Good Reason. If during the Term of Employment the Company terminates the Executive’s employment is terminated by the Company without Cause before expiration pursuant to Section 4(d) of the Termthis Agreement, or if the Executive resigns his employment for Good Reason before expiration under Section 4(e), or the Executive’s employment ends after the Company has delivered a notice of non-renewal pursuant to Section 2, the Company shall pay the Executive (i) an amount equal to one (1) year of his Base Salary at the rate in effect as of the TermTermination Date (without regard to any reduction in Base Salary that gave rise to Good Reason); (ii) the Base Salary that the Executive would have received had he remained employed through the Expiration Date (without regard to any reduction in Base Salary that gave rise to Good Reason) (together with the amount set forth in (i) the “Severance”); (iii) the Bonus(es) (including, without limitation, the Bonus Payments) that the Executive would have received had he remained employed through the Expiration Date, calculated based on one hundred percent (100%) of Executive’s Base Salary (without regard to any reduction in Base Salary that gave rise to Good Reason), provided that for fiscal year ending December 31, 2013, such Bonus shall be the greater of the foregoing or the highest bonus paid to any employee of the Company (including its subsidiaries); (iv) the COBRA Premiums until the date that is one (1) year following the Termination Date or if earlier, the date Executive is eligible for comparable coverage with a subsequent employer; and (v) the Accrued Obligations. In addition, the Options, to the extent unvested, will fully vest on the Termination Date. Payment of the Severance, the Bonus(es), and the COBRA Premiums and the vesting of the Options are conditioned on the Executive executing a general release of claims releasing all of his claims against the Company in a form reasonably satisfactory to the Company (but which will not require Executive to release his rights under this Agreement that are intended to survive Executive’s termination of employment or any vested rights under any Company plan or arrangement) (the “Release”) and the Release becoming effective and irrevocable prior to the sixtieth (60th) day following the Termination Date. The Severance and Bonuses will be paid in a lump sum amount on the sixtieth (60th) day following the Termination Date, subject to Section 14 below if applicable. The Accrued Obligations will be paid on the next regularly scheduled payroll date following the Termination Date. Thereafter, the Executive acknowledges that the Company shall have no further payment obligations obligation to the Executive or his legal representativesunder this Agreement. Notwithstanding the foregoing, other than for payment of: (1) in a lump sum in cash within thirty (30) days after the Date of Termination (or such earlier date as required by applicable law) the Accrued Obligations; (2) the Accrued Incentives, which shall be payable in accordance with the terms and conditions of the Incentive Plans; (3) subject to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period (the “Initial Severance Payment Date”) in an amount equal to (x) the average of the annual bonuses paid to if the Executive for the three immediately preceding completed fiscal yearsis at any time in material breach of Sections 7 or 8 of this Agreement, or (y) if upon the Date of Termination the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid to the Executive for the years employed with the Company (the “Average Bonus”will have no obligations under this Section 5(c); and (4) subject to Section 4(f) below, beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation of the Executive’s Base Salary in effect on the Date of Termination (“Salary Continuation Payments”) for a period of 12 months. Any installments of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred to collectively as the “Severance Payments”.

Without Cause; For Good Reason. If the Executive’s employment hereunder is terminated by the Company without Cause before expiration of the Term, or if the Executive resigns terminates his employment for “Good Reason”, the Company shall, as soon as practicable, but, subject to Section 5 below, not later than 30 days after such termination without Cause or for “Good Reason”, pay to the Executive: (i) all accrued but unpaid Base Salary through the remainder of the Employment Term, but not less than 12 months, payable on a monthly basis; (ii) a bonus for any prior year that has been earned but is unpaid, and (iii) assuming the Performance Goals are achieved in the year in which termination without Cause or for “Good Reason” shall have occurred, a bonus payable within 90 days following such year, pro-rated based on the number of months in which the Executive worked in such year. In addition, the vesting of all Options or other equity or equity like grants, including the vesting of all RSU’s and any Initial Restricted Stock Award shall be accelerated so as to permit Executive fully to exercise all outstanding Options and rights, if any, granted to Executive during the Employment Term pursuant to such plans. For purposes of this Agreement, “Good Reason” shall be limited to a material breach of this Agreement by the Company or the filing of bankruptcy protection or reorganization by the Company. No breach referred to herein shall constitute Good Reason before expiration if the Company shall have cured all matters within 30 days following written notice from Employee, or if such matters are not reasonably susceptible of the Termbeing cured or corrected within such 30-day period, the Company shall have no further payment obligations instituted appropriate action to cure and correct such matters and thereafter pursue the same diligently to completion in a commercially reasonable period of time. Notwithstanding the foregoing, the failure by the Company to pay the Executive or his legal representatives, other than for payment of: (1) in a lump sum in cash amounts due under this Agreement within thirty (30) days after of the Date of Termination (or such earlier due date as required by applicable law) the Accrued Obligations; (2) the Accrued Incentives, which shall be payable in accordance with deemed a breach of this Agreement by the terms Company and conditions of the Incentive Plans; (3) subject to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period (the “Initial Severance Payment Date”) in an amount equal to (x) the average of the annual bonuses paid to the Executive for the three immediately preceding completed fiscal years, or (y) if upon the Date of Termination the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid to the Executive for the years employed with the Company (the “Average Bonus”); and (4) subject to Section 4(f) below, beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation of the Executive’s Base Salary in effect on the Date of Termination (“Salary Continuation Payments”) for a period of 12 months. Any installments of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred entitled to collectively as the “Severance Payments”terminate this Agreement for Good Reason without further action.

Without Cause; For Good Reason. If the Executive’s employment is terminated by the Company without Cause before expiration of the Term, or if the Executive resigns for Good Reason before expiration of the Term, the Company shall have no further payment obligations to the Executive or his legal representatives, other than for payment of: (1) in a lump sum in cash within thirty (30) days after the Date of Termination (or such earlier date as required by applicable law) the Accrued Obligations; (2) the Accrued Incentives, which shall be payable in accordance with the terms and conditions of the Incentive Plans; (3) subject to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period (the “Initial Severance Payment Date”) in an amount equal to the greater of (x) the average of the annual bonuses paid to the Executive for the three immediately preceding completed fiscal yearsperiods employed with the Company, or (y) if upon the Date of Termination the Executive has not been employed for three complete fiscal yearsTarget Bonus (collectively, then the average of the annual bonuses paid (x) and (y) shall be referred to the Executive for the years employed with the Company (as the “Average Severance Bonus”); and (4) subject to Section 4(f) below, beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation of the Executive’s Base Salary in effect on that would have been earned through the Date remainder of Termination the Term (“Salary Continuation Payments”) for a period of 12 months); provided, however, that to the extent that there remains no more Term remaining under this Agreement, there will be no Salary Continuation Payments obligation upon the Company. Any installments of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Severance Payment Date. The Average Severance Bonus together with the Salary Continuation Payments shall be referred to collectively as the “Severance Payments”.

Without Cause; For Good Reason. If the Executive’s employment is terminated by the Company without Cause before expiration of the TermTerm but not within the Protected Period (as defined below), or if the Executive resigns for Good Reason before expiration of the TermTerm but not within the Protected Period, the Company shall have no further payment obligations to the Executive or his legal representatives, other than for payment of: (1) the Accrued Obligations, which shall be payable in a lump sum in cash within thirty (30) days after the Date of Termination (or such earlier date as required by applicable law) the Accrued Obligations); (2) the Accrued Incentives, which shall be payable in accordance with the terms and conditions of the Incentive Plans; (3) subject to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period Period, but no later than March 14 of the calendar year following the calendar year in which the Date of Termination occurs (the “Initial Severance Payment Date”) in an amount equal to (x) the average of the annual bonuses paid to the Executive for the three immediately preceding completed fiscal years, or (y) if upon the if, as ofthe Date of Termination Termination, the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid to the Executive Executive, excluding any pro-rated bonuses, for the years employed with the Company Company, or (z) if, as of the Date of Termination, the Executive has not been eligible for and received an annual bonus or has only received a pro-rated bonus, eighty percent (80%) of the Executive’s Base Salary as of the Date of Termination (the “Average Bonus”); and (4) subject to Section 4(f) and Section 4(g) below, beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation of the Executive’s Base Salary in effect on the Date of Termination (“Salary Continuation Payments”) for a period of 12 18 months. Any installments of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred to collectively as the “Severance Payments”.

Without Cause; For Good Reason. If In addition to those payments and benefits described in Section 4.1, if during the Term the Company terminates the Executive’s employment is terminated by the Company without Cause before expiration of the Term, or if the Executive resigns for terminates his employment with Good Reason before expiration of Reason, the TermTerm shall immediately terminate and the Executive shall be entitled to no further payments or benefits hereunder, except: (i) the Company shall have no further make a lump sum cash payment obligations to the Executive or his legal representativeswithin two (2) months following such termination equal to the sum of (a) two hundred percent (200%) of the Base Salary on the date of such termination and (b) two hundred percent (200%) of the Executive’s Annual Bonus at target; (ii) continuing receipt of those benefits described in Section 3.6(i) during the twenty-four month period commencing on the date of such termination; (iii) any granted but unvested Options set forth in Section 3.3 herein shall become vested and exercisable and shall remain so for the period commencing the date of such termination through the second anniversary of such termination; (iv) any granted but unvested Restricted Stock set forth in Section 3.3 shall become vested; and (v) the Company shall pay the reasonable cost of executive-level career assistance services for the Executive by a firm designated by the Executive for a period of twelve months following such termination. For purposes of this Agreement, other than for payment of“Good Reason” shall mean, without the Executive’s consent, the occurrence of any of the following during the Term: (1i) a material change in the Executive’s position causing it to be of materially less stature or responsibility, or a lump sum change in cash the Executive’s reporting relationship, but in each case only if the Company does not cure such change within thirty (30) days after the Date Executive provides written notice of Termination (or such earlier date as required by applicable law) the Accrued Obligations; (2) the Accrued Incentives, which shall be payable in accordance with the terms and conditions of the Incentive Plans; (3) subject change to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period (the “Initial Severance Payment Date”) in an amount equal to (x) the average of the annual bonuses paid to the Executive for the three immediately preceding completed fiscal years, or (y) if upon the Date of Termination the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid to the Executive for the years employed with the Company (the “Average Bonus”Executive’s notice to be given within thirty (30) days of such change); and or (4ii) subject to following a “Change of Control” (as defined in Section 4(f) below4.6.2), beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation relocation of the Executive’s Base Salary principal place of employment by more than fifty (50) miles; (iii) the Company materially breaches this Agreement and does not cure such breach within thirty (30) days after the Executive provides written notice of such breach to the Company (the Executive’s notice to be provided within thirty (30) days of his being notified of such breach); or (iv) the Executive is not nominated for election to the Board or, if elected to the Board, is not named as its Chairman, or the Executive is not timely renominated for election to the Board or is involuntarily removed from the Board under circumstances that would not constitute Cause or Disability hereunder. The Company shall not terminate the Executive’s employment without Cause prior to the date which is thirty (30) days following the date on which the Company provides written notice of such termination to the Executive; provided, however, that the Executive may waive such notice period in effect on writing. Notwithstanding anything to the Date contrary in this Section 4.5, if the Executive constitutes a “specified employee” as defined and applied in Code Section 409A, as of Termination (“Salary Continuation Payments”) for a his termination date, any payments due hereunder that may constitute deferred compensation payments under Code Section 409A may not commence to Executive until the first day following the sixth-month anniversary of Executive’s termination date; provided, however, that any payments delayed during this six-month period of 12 months. Any installments shall be paid in the aggregate as soon as administratively practicable following the six-month anniversary of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred to collectively as the “Severance Payments”Executive’s termination date.