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

Without Cause; For Good Reason. In addition to the amounts in Section 6(a), subject to Section 6(g) below, Employee shall be entitled to certain severance consideration described below, payable at the times and in the form set forth in Section 6(f) below, if Employee’s employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b) or (y) by Employee for Good Reason pursuant to Section 5(c), the Company shall provide Employee with a severance payment in an amount equal to the sum of one (1.0) times (A) Employee’s Base Salary as in effect immediately prior to the Termination Date and (B) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs (the “Severance Payment”). Notwithstanding the foregoing, subject to Section 6(g) below and payable at the times and in the form set forth in Section 6(f) below, if Employee’s employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b) or (y) by Employee for Good Reason pursuant to Section 5(c), in each case, on or following the date of a Change in Control, the Company shall provide Employee with a severance payment in an amount equal to the sum of one and one-half (1.5) times (A) Employee’s Base Salary as in effect immediately prior to the Termination Date and (B) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs (the “CIC Severance Payment”), provided that Employee reasonably cooperates with the Company, its successor and/or the acquiror with respect to any reasonably requested transition efforts for a period of ninety (90) days following the date of such Change in Control.

Without Cause; For Good Reason. In addition to the amounts in Section 6(a), subject Subject to Section 6(g6(e) below, Employee shall be entitled to the Accrued Amounts and the certain severance consideration described below, payable at the times and in the form set forth in Section 6(f6(d) below, if Employee’s employment with the Company is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b) ), or (y) by Employee for Good Reason pursuant to Section 5(c), in which case the Company shall provide Employee with a severance payment in an amount equal to the sum of one (1.0) times (A) eighteen (18) months of Employee’s Base Salary as in effect immediately prior to the Termination Date and (B) the target value a pro rata portion of Employee’s target Annual Bonus for the Bonus Year during year in which such termination occurs the Termination Date occurred prorated for the period of days beginning on January 1 and ending on the Termination Date (the “Severance Payment”). Notwithstanding the foregoingIn addition, subject to Section 6(g6(e) below and payable subject to (A) Employee’s timely and proper election of group health plan continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and continued eligibility for such coverage under COBRA, and (B) Employee’s continued copayment of premiums at the times same level and in the form set forth in Section 6(f) below, cost to Employee as if Employee’s employment is terminated during the Employment Period (x) by Employee were an employee of the Company without Cause pursuant (excluding, for purposes of calculating cost, an employee’s ability to Section 5(b) or (y) by Employee for Good Reason pursuant to Section 5(cpay premiums with pre-tax dollars), in each case, on or following the date of a Change in Control, the Company shall provide Employee with a severance monthly cash payment in an amount equal to the sum of one and one-half hundred percent (1.5100%) times (A) of the excess of the applicable COBRA participation premiums for Employee and Employee’s Base Salary as spouse and eligible dependents, if any, over the amount described in effect immediately prior to the Termination Date and clause (B) until the target value earlier of Employeeeighteen (18) months following the Termination Date, (ii) the date on which Employee becomes employed by a third party and becomes eligible to participate in such third party’s Annual Bonus group health plan, or (iii) the maximum period allowed by COBRA for the Bonus Year during which Employee to continue such termination occurs coverage under Company’s plans (the “CIC Severance PaymentCOBRA Benefits”), provided that Employee reasonably cooperates with the Company, its successor and/or the acquiror with respect to any reasonably requested transition efforts for a period of ninety (90) days following the date of such Change in Control.

Without Cause; For Good Reason. In addition to the amounts in Section 6(a), subject to Section 6(g) below, Employee shall be entitled to certain severance consideration described below, payable at the times and in the form set forth in Section 6(f) below, if Employee’s employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b) or (y) by Employee for Good Reason pursuant to Section 5(c), the Company shall provide Employee with a severance payment in an amount equal to (A) $4,000,000 if such termination occurs prior to January 1, 2021 (the “Enhanced Payment”) (unless such termination occurs during the Protection Period as defined below) or (B) if such termination occurs on or after January 1, 2021 one and a half (1.5) times the sum of one (1.0) times (Ai) Employee’s Base Salary as in effect immediately prior to the Termination Date and (Bii) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs (the amount set forth in clause (A) or (B), the “Severance Payment”). Notwithstanding the foregoing, subject to Section 6(g) below and payable at the times and in the form set forth in Section 6(f) below, if Employee’s employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b) or (y) by Employee for Good Reason pursuant to Section 5(c), in each case, on or following during the date of a Change in ControlProtection Period (as defined below), the Company shall provide Employee with a severance payment in an amount equal to two (2) times the sum of one and one-half (1.5) times (A) Employee’s Base Salary as in effect immediately prior to the Termination Date and (B) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs occurs; (the “CIC Severance Payment”), provided that Employee reasonably cooperates with (and for the Companyavoidance of doubt if such termination is prior to January 1, its successor and/or 2021 then the acquiror with respect to any reasonably requested transition efforts for a CIC Severance Payment shall apply and not the Enhanced Payment). For purposes of this Agreement, “Protection Period” is the period of ninety (90) days following time during the Employment Period beginning on the date of a Change of Control and ending on the first anniversary of the date of such Change in of Control. If during the Employment Period, Employee’s employment is terminated by the Company without Cause pursuant to Section 5(b) and such termination occurs after the entry into a signed definitive agreement which if consummated would constitute a Change of Control, then Employee shall receive an additional payment equal to the excess of the CIC Severance Payment minus the Severance Payment with such additional payment being made at the time of the Change of Control (and for the avoidance of doubt such additional payment shall only be made if such Change of Control occurs).

Without Cause; For Good Reason. In addition to the amounts in Section 6(a), subject to Section 6(g) below, Employee shall be entitled to certain severance consideration described below, payable at the times and in the form set forth in Section 6(f) below, if Employee’s employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b) or (y) by Employee for Good Reason pursuant to Section 5(c), the Company shall provide Employee with a severance payment in an amount equal to the sum of one and one-half (1.01.5) times (A) Employee’s Base Salary as in effect immediately prior to the Termination Date and (B) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs (the “Severance Payment”). Notwithstanding the foregoing, subject to Section 6(g) below and payable at the times and in the form set forth in Section 6(f) below, if Employee’s employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b) or (y) by Employee for Good Reason pursuant to Section 5(c), in each case, on or following the date of a Change in Control, the Company shall provide Employee with a severance payment in an amount equal to the sum of one and one-half two (1.52) times (A) Employee’s Base Salary as in effect immediately prior to the Termination Date and (B) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs (the “CIC Severance Payment”), provided that Employee reasonably cooperates with the Company, its successor and/or the acquiror with respect to any reasonably requested transition efforts for a period of ninety (90) days following the date of such Change in Control.

Without Cause; For Good Reason. In addition to The Employer may terminate the amounts in Section 6(a), subject to Section 6(g) below, Employee shall be entitled to certain severance consideration described below, payable at the times and in the form set forth in Section 6(f) below, if Employee’s employment is terminated hereunder during the Employment Period (x) by without Cause, and the Company without Cause pursuant to Section 5(b) or (y) by Employee for Good Reason pursuant to Section 5(c), the Company shall provide Employee with a severance payment in an amount equal to the sum of one (1.0) times (A) Employee’s Base Salary as in effect immediately prior to the Termination Date and (B) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs (the “Severance Payment”). Notwithstanding the foregoing, subject to Section 6(g) below and payable at the times and in the form set forth in Section 6(f) below, if Employee’s may terminate his employment is terminated hereunder during the Employment Period for Good Reason. For purposes of this Agreement, the term “Good Reason” shall mean the occurrence of any of the following events, without the Employee’s prior written consent: (xi) any materially adverse change to the Employee’s then responsibilities, duties, authority or status or any adverse change in the Employee’s then positions, titles or reporting responsibilities (other than any such adverse change arising in connection with a paid leave of absence due to Disability); provided, that, it shall be deemed to be a material adverse change if the Employer is acquired by another entity and the Employee is not Chief Executive Officer of the resulting most senior company (other than those that merely hold stock); and provided, further that the Employer ceasing to be or becoming a publicly traded company shall not be deemed a material adverse change; or (ii) a material breach by the Company without Cause pursuant to Section 5(b) Employer of this Agreement or (y) by any other material agreement with the Employee for Good Reason pursuant to Section 5(c), in each case, on or following the date of a Change in Control, the Company shall provide Employee with a severance payment in an amount equal relating to the sum of one and one-half (1.5) times (A) Employee’s Base Salary as in effect immediately prior to the Termination Date and compensation; provided, that, within sixty (B) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs (the “CIC Severance Payment”), provided that Employee reasonably cooperates with the Company, its successor and/or the acquiror with respect to any reasonably requested transition efforts for a period of ninety (9060) days following the date occurrence of any of the events set forth therein, the Employee has delivered written notice to the Employer of the Employee’s intention to terminate the Employee’s employment for Good Reason, and the Employer shall not have cured such circumstances (if susceptible to cure) within thirty (30) days following receipt of such Change notice (or, in Controlthe event that such grounds cannot be corrected within such thirty (30) day period, the Employer has not taken all reasonable steps within such thirty (30) day period to correct such grounds as promptly as practicable thereafter).

Without Cause; For Good Reason. (i) In addition to the amounts in Section 6(a), subject to Section 6(g) below, Employee shall be entitled to certain severance consideration described below, payable at the times and in the form set forth in Section 6(f) below, if Employee’s employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b) or (y) by Employee for Good Reason pursuant to Section 5(c), the Company shall provide Employee with a severance payment in an amount equal to (A) $4,000,000 if such termination occurs prior to January 1, 2021 (the “Enhanced Payment”) (unless such termination occurs during the Protection Period as defined below) or (B) if such ​ ​ termination occurs on or after January 1, 2021 the sum of one (1.01) two (2) times the sum of (Ai) the greater of Employee’s Base Salary as in effect immediately prior to the Termination Date or Employee’s Base Salary as of March 31, 2020 and (Bii) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs (the “Severance Payment”). Notwithstanding the foregoing, subject to in accordance with Section 6(g) below and payable at the times and in the form set forth in Section 6(f) below, if Employee’s employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b) or (y) by Employee for Good Reason pursuant to Section 5(c3(b), in each case, on or following the date of a Change in Control, the Company shall provide Employee with a severance payment in and (2) an amount equal to the sum product of one and one-half (1.5) times (A) Employee’s Base Salary as in effect immediately prior to the Termination Date and (Bi) the target value of Employee’s Annual Bonus for the Bonus Year during which such termination occurs in accordance with Section 3(b) and (ii) the fraction derived (expressed as a decimal) by dividing the number of days in the year of termination that preceded the Termination Date by 365, and (3) an amount equal to the sum of the Company contributions that would be made for 24 months of group life, long-term disability and health insurance benefits (collectively, the “Group Benefits”) calculated based on monthly Company contributions as of the Termination Date with respect to coverage that was provided to Employee and his dependents as of such date (the amount set forth in clause (A) or (B), the “CIC Severance Payment”), provided that Employee reasonably cooperates with the Company, its successor and/or the acquiror with respect to any reasonably requested transition efforts for a period of ninety (90) days following the date of such Change in Control.