Common use of Without Cause; Good Reason Clause in Contracts

Without Cause; Good Reason. (i) The Company may terminate the Executive’s employment hereunder without Cause, by giving written Notice of Termination to the Executive. (ii) The Executive may terminate his employment hereunder, with or without Good Reason (as defined below), by giving written Notice of Termination to the Company. (iii) For the purposes of this Agreement, the Executive shall have “Good Reason” to terminate his employment hereunder upon the occurrence of any one or more of the following events to the extent that there is, or would be if not corrected, a material negative change in the Executive’s employment relationship with Corporation: (a) a material reduction in the Executive’s aggregate Base Salary and incentive compensation opportunity taken as a whole, excluding any reductions in incentive or equity compensation opportunity caused by the performance of the Company or the Executive, including but not limited to, the failure by the Executive to achieve performance targets established from time to time by the Board and/or under the Management Incentive Plan or Long Term Incentive Plan or from below budget performance by the Company; (b) the Company’s failure to make payments of Base Salary and incentive compensation; (c) any material breach in the terms of the Agreement by the Company; or (d) a requirement that the Executive report to any person other than the Board of the Company, or following a Change in Control, the board of the ultimate parent company of the Company; provided, the Executive shall have Good Reason under this Agreement only if the Executive provides the Company notice of a condition described in clause (a), (b), (c) or (d) within ninety (90) days of the initial existence of such condition; the Company subsequently fails to cure the condition within thirty (30) days of such notice, and termination of employment by the Executive for Good Reason occurs within sixty (60) days after the Company’s period for curing such condition has expired.

Without Cause; Good Reason. (i) The Company may may, subject to subsection (b) of this section 5, terminate the Executive’s employment hereunder at any time without Cause, by giving and the Executive may, subject to subsection (c) of this section 5, terminate the Executive’s employment at any time for Good Reason, in either case upon ten days’ prior written Notice of Termination notice to the other. The notice delivered by the Company is referred to in this Agreement as the “Company Notice” and the notice delivered by the Executive is referred to in this Agreement as the “Executive Notice,” and each will specify in detail the reasons for the termination of employment. “Good Reason” means (i) at any time after the date of this Agreement the Executive. ’s principal place of employment is relocated from the Birmingham, Alabama area or, subject to the last sentence of this subsection, the Executive experiences an employment action after the date of this Agreement (other than the Company’s termination of the Executive’s employment) that reasonably would be deemed to be a reduction in duties or status; (ii) The the Executive’s position as described in section 1 of this Agreement reasonably would be deemed to have been eliminated as a result of a corporate restructuring occurring after the date of this Agreement; or (iii) upon a Change in Control (this and all subsequent references to “Change in Control” refer to the definition of that term in the 2004 Plan) SKS or its successor fails to obtain and deliver to the Executive may terminate his employment hereunder, with or without Good Reason a Successor Agreement (as defined belowin section 9(g) of this Agreement). Upon termination of the Executive’s employment in accordance with this subsection (a), by giving written Notice this Agreement will terminate except for SKS’s obligations in this section 5 and in sections 7, 9(f), and 9(h) of Termination to this Agreement and except for the Company. (iiiobligations of the Executive in sections 7, 8, and 9(h) of this Agreement, each of which will continue in effect in accordance with its terms. For the purposes of clause (i) of the third sentence of this Agreementsubsection and for the avoidance of doubt, neither a Change in Control nor the Executive shall have “Good Reason” to terminate his employment hereunder upon the occurrence divestiture of any one or more of the following events SKS’s Club ▇▇▇▇▇ ▇▇ and Parisian businesses will, in and of itself, constitute with respect to the extent Executive an employment action that there is, or reasonably would be if not corrected, deemed to constitute a material negative change in the Executive’s employment relationship with Corporation: (a) a material reduction in the Executive’s aggregate Base Salary and incentive compensation opportunity taken as a whole, excluding any reductions in incentive duties or equity compensation opportunity caused by the performance of the Company or the Executive, including but not limited to, the failure by the Executive to achieve performance targets established from time to time by the Board and/or under the Management Incentive Plan or Long Term Incentive Plan or from below budget performance by the Company; (b) the Company’s failure to make payments of Base Salary and incentive compensation; (c) any material breach in the terms of the Agreement by the Company; or (d) a requirement that the Executive report to any person other than the Board of the Company, or following a Change in Control, the board of the ultimate parent company of the Company; provided, the Executive shall have Good Reason under this Agreement only if the Executive provides the Company notice of a condition described in clause (a), (b), (c) or (d) within ninety (90) days of the initial existence of such condition; the Company subsequently fails to cure the condition within thirty (30) days of such notice, and termination of employment by the Executive for Good Reason occurs within sixty (60) days after the Company’s period for curing such condition has expiredstatus.

Without Cause; Good Reason. (i) The Company may terminate the Executive’s employment hereunder without Cause, by giving written Notice of Termination to the Executive. (ii) The Executive may terminate his employment hereunder, with or without for Good Reason (as defined below), by giving written Notice of Termination to and the Company. (iii) Company may terminate Executive’s employment without Cause. For the purposes of this Agreement, and except as provided in the Executive shall have following sentence, “Good Reason” shall be deemed to occur if the Company notifies Executive of a termination of his employment other than pursuant to Sections 6(a), 6(c), 6(d) or 6(e) hereof, or if the Company breaches this Agreement in any material respect, which breach is not remedied within a reasonable period of time after receipt of written notice from Executive specifying such breach, or if the Board (i) elects a person other than Executive to commence service before December 16, 2009, as the Company’s Chairman of the Board (if Executive is then serving as a director of the Company) or Chief Executive Officer without Executive’s consent, (ii) reorganizes management so as to require him to report to a person or persons other than the Board, (iii) requires that Executive be based anywhere that is more than fifty (50) miles from the office where Executive is located as of the Effective Date, (iv) takes an action that results in Executive not being able to travel domestically by private aircraft at the Company’s expense, or (v) takes any other action which, in Executive’s reasonable judgment, results in the diminution in Executive’s status, title, position and responsibilities other than an insubstantial action not taken in bad faith and which is remedied by the Company promptly after receipt of notice from Executive. Executive shall not have Good Reason to terminate employment with the Company (or otherwise have the right to claim that he has been constructively terminated from employment) due solely to (i) the change in his duties hereunder following the expiration of the CEO Term, (ii) the fact that the Company shall cease to be a public company and shall become a subsidiary of another publicly-traded corporation or (iii) a person being appointed as lead director at any time during the CEO Term. Notwithstanding the foregoing, Executive may terminate his employment hereunder upon for any or no reason during the occurrence of any one or more of the following events to the extent that there is, or would be if not corrected, a material negative change in the Executive’s employment relationship with Corporation: (a) a material reduction in the Executive’s aggregate Base Salary and incentive compensation opportunity taken as a whole, excluding any reductions in incentive or equity compensation opportunity caused by the performance of the Company or the Executive, including but not limited to, the failure by the Executive to achieve performance targets established from time to time by the Board and/or under the Management Incentive Plan or Long CEO Term Incentive Plan or from below budget performance by the Company; (b) the Company’s failure to make payments of Base Salary and incentive compensation; (c) any material breach in the terms of the Agreement by the Company; or (d) a requirement that the Executive report to any person other than the Board of the Company, or within two years following a Change in Control, and such termination shall be considered a termination for Good Reason hereunder. If Executive’s employment shall be terminated during the board CEO Term by the Company other than for Cause or Disability or by Executive for Good Reason, then the Company shall pay Executive in a single payment, as severance pay and in lieu of any further salary and incentive compensation for periods subsequent to the ultimate parent company Termination Date, an amount in cash equal to the sum of (A) three times the Companysum of Executive’s Eligible Base Salary (as defined in Section 6(a)(iii) above) and (B) the target incentive compensation that would be payable to him under Section 4(b) above for the year in which the Employment Termination Date occurs; provided, the Executive shall have Good Reason under this Agreement only however, that if the Termination Date occurs following a Change in Control or during a “Protected Period” (as defined in Appendix A to this Agreement) with respect to a Change in Control, then such cash amount shall be equal to three times the sum of (A) Executive’s Eligible Base Salary and (B) the greater of (x) the average of the aggregate bonus and/or incentive award, if any, paid or payable to Executive provides for each of the two (2) fiscal years of the Company notice of a condition described preceding the fiscal year in clause (a), (b), (c) or (d) within ninety (90) days of the initial existence of such condition; the Company subsequently fails to cure the condition within thirty (30) days of such notice, and which Executive’s termination of employment by occurs and (y) the Executive bonus and/or incentive award paid for Good Reason occurs within sixty (60the fiscal year immediately preceding the date of the Change in Control. For purposes of Section 4(f), this Section 6(e) days after and Section 12, “Change in Control” shall be as defined in the Company’s period for curing such condition has expiredChange in Control Severance Plan, as amended and restated June 14, 2006.

Without Cause; Good Reason. (i) The Company may may, subject to subsection (b) of this section 5, terminate the Executive’s employment hereunder at any time without Cause, by giving and the Executive may, subject to subsection (c) of this section 5, terminate the Executive’s employment at any time for Good Reason, in either case upon ten days’ prior written Notice of Termination notice to the other. The notice delivered by the Company is referred to in this Agreement as the “Company Notice” and the notice delivered by the Executive is referred to in this Agreement as the “Executive Notice,” and each will specify in detail the reasons for the termination of employment. “Good Reason” means (i) at any time after the date of this Agreement the Executive. ’s principal place of employment is relocated from the Birmingham, Alabama area or, subject to the last sentence of this subsection, the Executive experiences an employment action after the date of this Agreement (other than the Company’s termination of the Executive’s employment) that reasonably would be deemed to be a demotion; (ii) The the Executive’s position as described in section 1 of this Agreement reasonably would be deemed to have been eliminated as a result of a corporate restructuring occurring after the date of this Agreement; (iii) in anticipation of, or on or after, a Change in Control (this and all subsequent references to “Change in Control” refer to the definition of that term in the 2004 Plan), the Executive may terminate his experiences an employment hereunderaction that reasonably would be deemed to be a reduction in duties or status, with or without Good Reason (iv) upon a Change in Control SKS or its successor fails to obtain and deliver to the Executive a Successor Agreement (as defined belowin section 9(g) of this Agreement). Upon termination of the Executive’s employment in accordance with this subsection (a), by giving written Notice this Agreement will terminate except for SKS’s obligations in this section 5 and in sections 7, 9(f), and 9(h) of Termination to this Agreement and except for the Company. (iiiobligations of the Executive in sections 7, 8, and 9(h) of this Agreement, each of which will continue in effect in accordance with its terms. For the purposes of clauses (i) and (iii) of the third sentence of this Agreementsubsection and for the avoidance of doubt, neither a Change in Control nor the Executive shall have “Good Reason” to terminate his employment hereunder upon the occurrence divestiture of any one or more of the following events SKS’s Club ▇▇▇▇▇ ▇▇ and Parisian businesses will, in and of itself, constitute with respect to the extent Executive an employment action that there is, or reasonably would be if not corrected, deemed to constitute a material negative change in the Executive’s employment relationship with Corporation: (a) demotion or a material reduction in the Executive’s aggregate Base Salary and incentive compensation opportunity taken as a whole, excluding any reductions in incentive duties or equity compensation opportunity caused by the performance of the Company or the Executive, including but not limited to, the failure by the Executive to achieve performance targets established from time to time by the Board and/or under the Management Incentive Plan or Long Term Incentive Plan or from below budget performance by the Company; (b) the Company’s failure to make payments of Base Salary and incentive compensation; (c) any material breach in the terms of the Agreement by the Company; or (d) a requirement that the Executive report to any person other than the Board of the Company, or following a Change in Control, the board of the ultimate parent company of the Company; provided, the Executive shall have Good Reason under this Agreement only if the Executive provides the Company notice of a condition described in clause (a), (b), (c) or (d) within ninety (90) days of the initial existence of such condition; the Company subsequently fails to cure the condition within thirty (30) days of such notice, and termination of employment by the Executive for Good Reason occurs within sixty (60) days after the Company’s period for curing such condition has expiredstatus.

Without Cause; Good Reason. (i) The Company may terminate the Executive’s employment hereunder without Cause, by giving written Notice of Termination to the Executive. (ii) The Executive may terminate his employment hereunder, with or without for Good Reason (as defined below), by giving written Notice of Termination to and the Company. (iii) Company may terminate Executive's employment without Cause. For the purposes of this Agreement, and except as provided in the following sentence, "GOOD REASON" shall be deemed to occur if the Company notifies Executive of a termination of his employment other than pursuant to Sections 6(a), 6(c), 6(d) or 6(e) hereof, or if the Company breaches this Agreement in any material respect, which breach is not remedied within a reasonable period of time after receipt of written notice from Executive specifying such breach, or if the Board (i) elects a person other than Executive to commence service before January 1, 2007, as the Company's Chairman of the Board or Chief Executive Officer without Executive's consent, (ii) reorganizes management so as to require him to report to a person or persons other than the Board, (iii) requires that Executive be based anywhere that is more than fifty (50) miles from the office where Executive is located as of the Effective Date, (iv) takes an action that results in Executive not being able to travel domestically by private aircraft at the Company's expense, or (v) takes any other action which, in Executive's reasonable judgment, results in the diminution in Executive's status, title, position and responsibilities other than an insubstantial action not taken in bad faith and which is remedied by the Company promptly after receipt of notice from Executive. Executive shall not have “Good Reason” Reason to terminate employment with the Company (or otherwise have the right to claim that he has been constructively terminated from employment) due solely to (i) the change in his duties hereunder following the Transition Date pursuant to Section 7(a) or (ii) the fact that the Company shall cease to be a public company and shall become a subsidiary of another publicly-traded corporation. Notwithstanding the foregoing, Executive may terminate his employment hereunder upon for any or no reason within two years following a "CHANGE IN CONTROL" (as defined in Appendix A to this Agreement), and such termination shall be considered a termination for Good Reason hereunder. If Executive's employment shall be terminated by the occurrence Company other than for Cause or Disability or by Executive for Good Reason, then the Company shall pay Executive in a single payment, as severance pay and in lieu of any one or more of the following events to the extent that there is, or would be if not corrected, a material negative change in the Executive’s employment relationship with Corporation: (a) a material reduction in the Executive’s aggregate Base Salary further salary and incentive compensation opportunity taken for periods subsequent to the Termination Date, an amount in cash equal to the sum of (A) three times the sum of Executive's Eligible Base Salary (as a whole, excluding any reductions defined in Section 6(a)(iii) above) and (B) the incentive or equity compensation opportunity caused by that would be payable to him under Section 4(b) above for the performance CEO Term if his employment continued to the end of the Company CEO Term; provided, however, that if the Termination Date occurs following a Change in Control or the Executive, including but not limited to, the failure by the Executive during a "PROTECTED PERIOD" (as defined in Appendix A to achieve performance targets established from time this Agreement) with respect to time by the Board and/or under the Management Incentive Plan or Long Term Incentive Plan or from below budget performance by the Company; (b) the Company’s failure to make payments of Base Salary and incentive compensation; (c) any material breach in the terms of the Agreement by the Company; or (d) a requirement that the Executive report to any person other than the Board of the Company, or following a Change in Control, then such cash amount shall be equal to three times the board sum of (A) Executive's Eligible Base Salary and (B) the greater of (x) the average of the ultimate parent company aggregate bonus and/or incentive award, if any, paid or payable to Executive for each of the Company; provided, the Executive shall have Good Reason under this Agreement only if the Executive provides two (2) fiscal years of the Company notice of a condition described preceding the fiscal year in clause (a), (b), (c) or (d) within ninety (90) days of the initial existence of such condition; the Company subsequently fails to cure the condition within thirty (30) days of such notice, and which Executive's termination of employment by occurs and (y) the Executive bonus and/or incentive award paid for Good Reason occurs within sixty (60) days after the Company’s period for curing such condition has expiredfiscal year immediately preceding the date of the Change in Control.

Without Cause; Good Reason. (i) The Company may may, subject to subsection (b) of this section 5, terminate the Executive’s employment hereunder at any time without Cause, by giving and the Executive may, subject to subsection (c) of this section 5, terminate the Executive’s employment at any time for Good Reason, in either case upon ten days’ prior written Notice of Termination notice to the Executive. (ii) other. The Executive may terminate his employment hereunder, with or without Good Reason (notice delivered by the Company is referred to in this Agreement as defined below), the “Company Notice” and the notice delivered by giving written Notice of Termination to the Company. (iii) For the purposes of this Agreement, the Executive shall have is referred to in this Agreement as the “Executive Notice,” and each will specify in detail the reasons for the termination of employment. “Good Reason” to terminate his employment hereunder upon means (i) at any time after the occurrence date of any one or more of the following events to the extent that there is, or would be if not corrected, a material negative change in this Agreement the Executive’s principal place of employment relationship with Corporation: is relocated from the Birmingham, Alabama area or, subject to the last sentence of this subsection, the Executive experiences an employment action after the date of this Agreement (a) a material reduction in other than the Company’s termination of the Executive’s aggregate Base Salary and incentive compensation opportunity taken employment) that reasonably would be deemed to be a demotion; (ii) the Executive’s position as described in section 1 of this Agreement reasonably would be deemed to have been eliminated as a whole, excluding any reductions in incentive or equity compensation opportunity caused by result of a corporate restructuring occurring after the performance date of the Company or the Executive, including but not limited to, the failure by the Executive to achieve performance targets established from time to time by the Board and/or under the Management Incentive Plan or Long Term Incentive Plan or from below budget performance by the Companythis Agreement; (biii) the Company’s failure to make payments of Base Salary and incentive compensation; (c) any material breach in the terms of the Agreement by the Company; or (d) a requirement that the Executive report to any person other than the Board of the Companyanticipation of, or following on or after, a Change in Control, the board Executive experiences an employment action that reasonably would be deemed to be a reduction in duties or status, or (iv) upon a Change in Control SKS or its successor fails to obtain and deliver to the Executive a Successor Agreement (as defined in section 9(g) of this Agreement). Upon termination of the ultimate parent company of the Company; provided, the Executive shall have Good Reason under Executive’s employment in accordance with this Agreement only if the Executive provides the Company notice of a condition described in clause subsection (a), (bthis Agreement will terminate except for SKS’s obligations in this section 5 and in sections 7, 9(f), (cand 9(h) or (d) within ninety (90) days of this Agreement and except for the obligations of the initial existence of such condition; the Company subsequently fails to cure the condition within thirty (30) days of such noticeExecutive in sections 7, 8, and termination 9(h) of employment by this Agreement, each of which will continue in effect in accordance with its terms. For the purposes of clauses (i) and (iii) of the third sentence of this subsection and for the avoidance of doubt, neither a Change in Control nor the divestiture of one or more of SKS’s Club ▇▇▇▇▇ ▇▇ and Parisian businesses will, in and of itself, constitute with respect to the Executive for Good Reason occurs within sixty (60) days after the Company’s period for curing such condition has expiredan employment action that reasonably would be deemed to constitute a demotion or a reduction in duties or status.