Common use of Company Breach Clause in Contracts

Company Breach. In the event of (a) the breach of any material provision of this Agreement by the Company, (b) the assignment to Executive of duties materially inconsistent with his status as President and Chief Operating Officer of the Company or an adverse alteration in the nature of Executive's responsibilities or (c) a reduction by the Company in the Executive's Base Salary or bonus or a failure by the Company to pay any such amounts when due, the Executive shall be entitled to terminate the Term upon 60 days' prior written notice to the Company. Upon such termination, or in the event the Company terminates the Term or this Agreement other than pursuant to the provisions of Section 4.2 or 4.3, the Company shall continue to provide the Executive (i) payments of Base Salary in the manner and amounts specified in section 3.1 and (ii) fringe benefits and additional benefits in the manner and amounts specified in Sections 3.4 and 3.5, until the end of the Term (the "Damage Period"). The Company's obligations pursuant to this Section 4.4 are subject to the Executive's duty to mitigate damages by seeking other employment provided, however, that the Executive shall not be required to accept a position of lesser importance or of substantially different character than the position held with the Company immediately prior to the effective date of termination or in a location outside of the Dallas, Texas metropolitan area. To the extent that the Executive shall earn compensation during the Damage Period (without regard to when such compensation is paid), the Base Salary payments to be made by the Company pursuant to this Section 4.4 shall be correspondingly reduced. Notwithstanding anything in this Section 4.4 to the contrary, the total of all post-termination Base Salary payments to be made under this Section 4.4 shall not be less than the Executive's annual Base Salary at the date of termination. At the end of the Term the Company shall pay to Executive, subject to applicable withholding requirements, the amount due under the preceding sentence in a lump sum payment. Executive waives any right to compensation under any Company severance program applicable to the Executive (other than the Management Incentive Program and the Deferred Executive Compensation Program).

Company Breach. In the event of (a) the breach of any material provision of this Agreement by the Company, (b) the assignment to Executive of duties materially inconsistent with his status as President and Chief Operating Officer of the Company or an adverse alteration in the nature of Executive's responsibilities or (c) a reduction by the Company in the Executive's Base Salary or bonus or a failure by the Company to pay any such amounts when due, the Executive shall be entitled to terminate the Term upon 60 days' prior written notice to the Company. Upon such termination, or in the event the Company terminates the Term or this Agreement other than pursuant to the provisions of Section Sections 4.2 or 4.3, the Company shall continue to provide the Executive (i) payments of (A) Base Salary Salary, in the manner and amounts amount specified in section 3.1 Section 3.1, (B) Bonus in the manner and amount specified in Section 3.2 and (C) Equity Participation Payment in the manner and amount specified in Section 3.3 and (ii) fringe benefits and additional benefits in the manner and amounts specified in Sections 3.4 3.6 and 3.5, 3.7 until the end of the Term (as in effect immediately prior to such termination) or, if the Company has not then given written notice of non-renewal pursuant to Section 2.2, for a period of twenty-four months after the last day of the month in which termination described in this Section 4.4 occurred, whichever is longer (the "Damage Period"). The Company's obligations pursuant to this Section 4.4 are subject to the Executive's duty to mitigate damages by seeking other employment provided, however, that the Executive shall not be required to accept a position of lesser importance or of substantially different character than the position held with the Company immediately prior to the effective date of termination or in a location outside of the DallasLos Angeles County, Texas metropolitan California area. The Company acknowledges that the non-competition obligation imposed on the Executive pursuant to Section 5.2 may reduce substantially the ability of the Executive to mitigate damages pursuant to this Section 4.4 and, accordingly, agrees that the Executive's failure to mitigate damages as a consequence of the restrictions imposed on him by Section 5.2 will be deemed an excuse for such failure on the Executive's part. To the extent that the Executive shall earn compensation during the Damage Period (without regard to when such compensation is paid), the Base Salary Salary, Bonus and Equity Participation payments to be made by the Company pursuant to this Section 4.4 shall be correspondingly reduced. Notwithstanding anything in this Section 4.4 to the contrary, the total of all post-termination Base Salary All payments and benefits (including service credit for benefit plan purposes and stock option vesting purposes) to be made received by the Executive under this Section 4.4 shall not will be less than treated for the Executive's annual Base Salary at benefit in the date of termination. At the end same manner as that customarily accorded full-time employees of the Term the Company shall pay to Executive, subject to applicable withholding requirements, the amount due under the preceding sentence in a lump sum payment. Executive waives any right to compensation under any Company severance program applicable to the Executive (other than the Management Incentive Program and the Deferred Executive Compensation Program)Company.

Company Breach. In the event of (a) the breach of any material provision of this Agreement by the Company, (b) the assignment to Executive of duties materially inconsistent with his status as Executive Vice President and Chief Operating Officer of the Company or an adverse alteration in the nature of Executive's responsibilities or (c) a reduction by the Company in the Executive's Base Salary or bonus or a failure by the Company to pay any such amounts when due, the Executive shall be entitled to terminate the Term upon 60 days' prior written notice to the Company. Upon such termination, or in the event the Company terminates the Term or this Agreement other than pursuant to the provisions of Section 4.2 or 4.3, the Company shall continue to provide the Executive (iI) payments of Base Salary in the manner and amounts specified in section 3.1 and (ii) fringe benefits and additional benefits in the manner and amounts specified in Sections 3.4 and 3.5, until the end of the Term (the "Damage Period"). The Company's obligations pursuant to this Section 4.4 are subject to the Executive's duty to mitigate damages by seeking other employment provided, however, that the Executive shall not be required to accept a position of lesser importance or of substantially different character than the position held with the Company immediately prior to the effective date of termination or in a location outside of the Dallas, Texas metropolitan area. To the extent that the Executive shall earn compensation during the Damage Period (without regard to when such compensation is paid), the Base Salary payments to be made by the Company pursuant to this Section 4.4 shall be correspondingly reduced. Notwithstanding anything in this Section 4.4 to the contrary, the total of all post-termination Base Salary payments to be made under this Section 4.4 shall not be less than the Executive's annual Base Salary at the date of termination. At the end of the Term the Company shall pay to Executive, subject to applicable withholding requirements, the amount due under the preceding sentence in a lump sum payment. Executive waives any right to compensation under any Company severance program applicable to the Executive (other than the Management Incentive Program and the Deferred Executive Compensation Program).

Company Breach. In the event of (a) the breach of any material provision of this Agreement by the Company, (b) the assignment to Executive of duties materially inconsistent with his status as Executive Vice President and Chief Operating Officer of the Company or an adverse alteration in the nature of Executive's responsibilities or (c) a reduction by the Company in the Executive's Base Salary or bonus or a failure by the Company to pay any such amounts when due, the Executive shall be entitled to terminate the Term upon 60 days' prior written notice to the Company. Upon such termination, or in the event the Company terminates the Term or this Agreement other than pursuant to the provisions of Section 4.2 or 4.3, the Company shall continue to provide the Executive (i) payments of Base Salary in the manner and amounts specified in section 3.1 and (ii) fringe benefits and additional benefits in the manner and amounts specified in Sections 3.4 and 3.5, until the end of the Term (the "Damage Period"). The Company's obligations pursuant to this Section 4.4 are subject to the Executive's duty to mitigate damages by seeking other employment provided, however, that the Executive shall not be required to accept a position of lesser importance or of substantially different character than the position held with the Company immediately prior to the effective date of termination or in a location outside of the Dallas, Texas metropolitan area. To the extent that the Executive shall earn compensation during the Damage Period (without regard to when such compensation is paid), the Base Salary payments to be made by the Company pursuant to this Section 4.4 shall be correspondingly reduced. Notwithstanding anything in this Section 4.4 to the contrary, the total of all post-termination Base Salary payments to be made under this Section 4.4 shall not be less than the Executive's annual Base Salary at the date of termination. At the end of the Term the Company shall pay to Executive, subject to applicable withholding requirements, the amount due under the preceding sentence in a lump sum payment. Executive waives any right to compensation under any Company severance program applicable to the Executive (other than the Management Incentive Program and the Deferred Executive Compensation Program).

Company Breach. In the event of (a) the breach of any material provision of this Agreement by the Company, (b) the assignment to Executive of duties materially inconsistent with his status as Executive Vice President and Chief Operating Credit Officer of the Company or an adverse alteration in the nature of Executive's responsibilities or (c) a reduction by the Company in the Executive's Base Salary or bonus or a failure by the Company to pay any such amounts when due, the Executive shall be entitled to terminate the Term upon 60 days' prior written notice to the Company. Upon such termination, or in the event the Company terminates the Term or this Agreement other than pursuant to the provisions of Section 4.2 or 4.3, the Company shall continue to provide the Executive (i) payments of Base Salary in the manner and amounts specified in section 3.1 and (ii) fringe benefits and additional benefits in the manner and amounts specified in Sections 3.4 and 3.5, until the end of the Term (the "Damage Period"). The Company's obligations pursuant to this Section 4.4 are subject to the Executive's duty to mitigate damages by seeking other employment provided, however, that the Executive shall not be required to accept a position of lesser importance or of substantially different character than the position held with the Company immediately prior to the effective date of termination or in a location outside of the DallasSan Francisco, Texas California metropolitan area. To the extent that the Executive shall earn compensation during the Damage Period (without regard to when such compensation is paid), the Base Salary payments to be made by the Company pursuant to this Section 4.4 shall be correspondingly reduced. Notwithstanding anything in this Section 4.4 to the contrary, the total of all post-termination Base Salary payments to be made under this Section 4.4 shall not be less than the Executive's annual Base Salary at the date of termination. At the end of the Term the Company shall pay to Executive, subject to applicable withholding requirements, the amount due under the preceding sentence in a lump sum payment. Executive waives any right to compensation under any Company severance program applicable to the Executive (other than the Management Incentive Program and the Deferred Executive Compensation Program).

Company Breach. In the event of (a) the breach of any material provision of this Agreement by the Company, (b) the assignment to Executive of duties materially inconsistent with his status as President and Chief Operating Officer of the Company or an adverse alteration in the nature of Executive's responsibilities or (c) a reduction by the Company in the Executive's Base Salary or bonus or a failure by the Company to pay any such amounts when due, the Executive shall be entitled to terminate the Term upon 60 days' prior written notice to the Company. Upon such termination, or in the event the Company terminates the Term or this Agreement other than pursuant to the provisions of Section Sections 4.2 or 4.3, the Company shall continue to provide the Executive (i) payments of (A) Base Salary Salary, in the manner and amounts amount specified in section 3.1 Section 3.1, (B) incentive compensation in the manner and amount specified in Section 3.2 prorated for that portion of the year prior to the date of the Executive's termination and (C) thereafter, incentive compensation at a rate equal to 50% of Base Salary and (ii) fringe benefits and additional benefits in the manner and amounts specified in Sections 3.4 3.5 and 3.5, 3.6 until the end of the Term (as in effect immediately prior to such termination) or, if the Company has not then given written notice of non-renewal pursuant to Section 2.2, for a period of twenty-four months after the last day of the month in which termination described in this Section 4.4 occurred, whichever is longer (the "Damage Period"). The Company's obligations pursuant to this Section 4.4 are subject to the Executive's duty to mitigate damages by seeking other employment provided, however, that the Executive shall not be required to accept a position of lesser importance or of substantially different character than the position held with the Company immediately prior to the effective date of termination or in a location outside of the DallasWoodland Hills, Texas California metropolitan area. The Company acknowledges that the non-competition obligation imposed on the Executive pursuant to Section 5.2 may reduce substantially the ability of the Executive to mitigate damages pursuant to this Section 4.4 and, accordingly, agrees that the Executive's failure to mitigate damages as a consequence of the restrictions imposed on him by Section 5.2 will be deemed an excuse for such failure on the Executive's part. To the extent that the Executive shall earn compensation during the Damage Period (without regard to when such compensation is paid), the Base Salary and incentive compensation payments to be made by the Company pursuant to this Section 4.4 shall be correspondingly reduced. Notwithstanding anything in this Section 4.4 to the contrary, the total of all post-termination Base Salary payments to be made under this Section 4.4 shall not be less than the Executive's annual Base Salary at the date of termination. At the end of the Term the Company shall pay to Executive, subject to applicable withholding requirements, the amount due under the preceding sentence in a lump sum payment. Executive waives any right to compensation under any Company severance program applicable to the Executive (other than the Management Incentive Program and the Deferred Executive Compensation Program).correspondingly

Company Breach. In the event of (a) the breach of any material provision of this Agreement by the Company, (b) the assignment to Executive of duties materially inconsistent with his status as President and Chief Operating Officer of the Company or an adverse alteration in the nature of Executive's responsibilities or (c) a reduction by the Company in the Executive's Base Salary or bonus or a failure by the Company to pay any such amounts when due, the Executive shall be entitled to terminate the Term upon 60 days' prior written notice to the Company. Upon such termination, or in the event the Company terminates the Term or this Agreement other than pursuant to the provisions of Section Sections 4.2 or 4.3, the Company shall continue to provide the Executive (i) payments of (A) Base Salary Salary, in the manner and amounts amount specified in section 3.1 Section 3.1, (B) Bonus in the manner and amount specified in Section 3.2 and (C) Equity Participation Payment in the manner and amount specified in Section 3.3 and (ii) fringe benefits and additional benefits in the manner and amounts specified in Sections 3.4 3.5 and 3.5, 3.6 until the end of the Term (as in effect immediately prior to such termination) or, if the Company has not then given written notice of non-renewal pursuant to Section 2.2, for a period of twelve months after the last day of the month in which termination described in this Section 4.4 occurred, whichever is longer (the "Damage Period"). The Company's obligations pursuant to this Section 4.4 are subject to the Executive's duty to mitigate damages by seeking other employment provided, however, that the Executive shall not be required to accept a position of lesser importance or of substantially different character than the position held with the Company immediately prior to the effective date of termination or in a location outside of the DallasLos Angeles County, Texas metropolitan California area. The Company acknowledges that the non-competition obligation imposed on the Executive pursuant to Section 5.2 may reduce substantially the ability of the Executive to mitigate damages pursuant to this Section 4.4 and, accordingly, agrees that the Executive's failure to mitigate damages as a consequence of the restrictions imposed on him by Section 5.2 will be deemed an excuse for such failure on the Executive's part. To the extent that the Executive shall earn compensation during the Damage Period (without regard to when such compensation is paid), the Base Salary and Bonus payments to be made by the Company pursuant to this Section 4.4 shall be correspondingly reduced. Notwithstanding anything in this Section 4.4 to the contrary, the total of all post-termination Base Salary All payments and benefits (including service credit for benefit plan purposes and stock option vesting purposes) to be made received by the Executive under this Section 4.4 shall not will be less than treated for the Executive's annual Base Salary at benefit in the date of termination. At the end same manner as that customarily accorded full-time employees of the Term the Company shall pay to Executive, subject to applicable withholding requirements, the amount due under the preceding sentence in a lump sum payment. Executive waives any right to compensation under any Company severance program applicable to the Executive (other than the Management Incentive Program and the Deferred Executive Compensation Program)Company.

Company Breach. In the event of (a) the breach of any material provision of this Agreement by the Company, (b) the assignment to Executive of duties materially inconsistent with his status as President and Chief Operating Officer of the Company or an adverse alteration in the nature of Executive's responsibilities or (c) a reduction by the Company in the Executive's Base Salary or bonus or a failure by the Company to pay any such amounts when due, the Executive shall be entitled to terminate the Term upon 60 days' prior written notice to the Company. Upon such termination, or in the event the Company terminates the Term or this Agreement other than pursuant to the provisions of Section Sections 4.2 or 4.3, the Company shall continue to provide the Executive (i) payments of (A) Base Salary Salary, in the manner and amounts amount specified in section Section 3.1 and (B) Bonus in the manner and amount specified in Section 3.2 and (ii) fringe benefits and additional benefits in the manner and amounts specified in Sections 3.4 3.5 and 3.5, 3.6 until the end of the Term (as in effect immediately prior to such termination) or, if the Company has not then given written notice of non-renewal pursuant to Section 2.2, for a period of twelve months after the last day of the month in which termination described in this Section 4.4 occurred, whichever is longer (the "Damage Period"). The Company's obligations pursuant to this Section 4.4 are subject to the Executive's duty to mitigate damages by seeking other employment provided, however, that the Executive shall not be required to accept a position of lesser importance or of substantially different character than the position held with the Company immediately prior to the effective date of termination or in a location outside of the DallasLos Angeles County, Texas metropolitan California area. The Company acknowledges that the non-competition obligation imposed on the Executive pursuant to Section 5.2 may reduce substantially the ability of the Executive to mitigate damages pursuant to this Section 4.4 and, accordingly, agrees that the Executive's failure to mitigate damages as a consequence of the restrictions imposed on him by Section 5.2 will be deemed an excuse for such failure on the Executive's part. To the extent that the Executive shall earn compensation during the Damage Period (without regard to when such compensation is paid), the Base Salary and Bonus payments to be made by the Company pursuant to this Section 4.4 shall be correspondingly reduced. Notwithstanding anything in this Section 4.4 to the contrary, the total of all post-termination Base Salary All payments and benefits (including service credit for benefit plan purposes and stock option vesting purposes) to be made received by the Executive under this Section 4.4 shall not will be less than treated for the Executive's annual Base Salary at benefit in the date of termination. At the end same manner as that customarily accorded full-time employees of the Term the Company shall pay to Executive, subject to applicable withholding requirements, the amount due under the preceding sentence in a lump sum payment. Executive waives any right to compensation under any Company severance program applicable to the Executive (other than the Management Incentive Program and the Deferred Executive Compensation Program)Company.

Company Breach. In the event of (a) the breach of any material provision of this Agreement by the Company, (b) the assignment to Executive of duties materially inconsistent with his status as President and Chief Operating Officer of the Company or an adverse alteration in the nature of Executive's responsibilities or (c) a reduction by the Company in the Executive's Base Salary or bonus or a failure by the Company to pay any such amounts when due, the Executive shall be entitled to terminate the Term upon 60 days' prior written notice to the Company. Upon such termination, or in the event the Company terminates the Term or this Agreement other than pursuant to the provisions of Section Sections 4.2 or 4.3, the Company shall continue to provide the Executive (i) payments of (A) Base Salary Salary, in the manner and amounts amount specified in section 3.1 Section 3.1, (B) incentive compensation in the manner and amount specified in Section 3.2 prorated for that portion of the year prior to the date of the Executive's termination and (C) thereafter, incentive compensation at a rate equal to 50% of Base Salary and (ii) fringe benefits and additional benefits in the manner and amounts specified in Sections 3.4 3.5 and 3.5, 3.6 until the end of the Term (as in effect immediately prior to such termination) or, if the Company has not then given written notice of non-renewal pursuant to Section 2.2, for a period of twenty-four months after the last day of the month in which termination described in this Section 4.4 occurred, whichever is longer (the "Damage Period"). The Company's obligations pursuant to this Section 4.4 are subject to the Executive's duty to mitigate damages by seeking other employment provided, however, that the Executive shall not be required to accept a position of lesser importance or of substantially different character than the position held with the Company immediately prior to the effective date of termination or in a location outside of the DallasWoodland Hills, Texas California metropolitan area. The Company acknowledges that the non-competition obligation imposed on the Executive pursuant to Section 5.2 may reduce substantially the ability of the Executive to mitigate damages pursuant to this Section 4.4 and, accordingly, agrees that the Executive's failure to mitigate damages as a consequence of the restrictions imposed on him by Section 5.2 will be deemed an excuse for such failure on the Executive's part. To the extent that the Executive shall earn compensation during the Damage Period (without regard to when such compensation is paid), the Base Salary and incentive compensation payments to be made by the Company pursuant to this Section 4.4 shall be correspondingly reduced. Notwithstanding anything in this Section 4.4 to the contrary, the total of all post-termination Base Salary All payments and benefits (including service credit for benefit plan purposes and stock option vesting purposes) to be made received by the Executive under this Section 4.4 shall not will be less than treated for the Executive's annual Base Salary at benefit in the date of termination. At the end same manner as that customarily accorded full-time employees of the Term the Company shall pay to Executive, subject to applicable withholding requirements, the amount due under the preceding sentence in a lump sum payment. Executive waives any right to compensation under any Company severance program applicable to the Executive (other than the Management Incentive Program and the Deferred Executive Compensation Program)Company.