Common use of Termination by the Executive Without Good Reason Clause in Contracts

Termination by the Executive Without Good Reason. The Executive may voluntarily resign from his employment with the Company without Good Reason, PROVIDED that the Executive shall provide the Company with ninety (90) days' advance written notice (which notice requirement may be waived, in whole or in part, by the Company in its sole discretion) of his intent to terminate. Upon such a termination, the Company shall have no obligation other than the payment of the Executive's earned but unpaid compensation through the effective date of such termination, except as otherwise required by law or by the terms of the Company's benefit plans. All unvested New Parent Restricted Shares shall be immediately forfeited. Any Common Parent Shares held by the Executive as a result of the vesting of New Parent Restricted Shares and any Purchased Parent Shares may be repurchased by the Company at any time following such termination of employment at a purchase price per share equal to the lesser of (i) the greater of (x) the Fair Market Value of such share on the date of the most recent valuation prior to such termination minus (y) the value of any dividends, distributions, or dividend equivalents previously paid to the Executive in respect of such share (subject to equitable adjustment in Parent's discretion to reflect dividends, distributions, corporate transactions, or similar events, to the extent not reflected in (y)) or $0, or (ii) (x) Fair Market Value at Closing based on the Valuation Research valuation as of Closing (for Common Parent Shares held by the Executive as a result of the vesting of New Parent Restricted Shares) or the amount paid by the Executive to purchase such Purchased Parent Shares (for Purchased Parent Shares) minus (y) the value of any dividends, distributions, or dividend equivalents previously paid to the Executive in respect of such share (subject to equitable adjustment in Parent's discretion to reflect dividends, distributions, corporate transactions, or similar events, to the extent not reflected in (y)) but in no event less than $0.

Termination by the Executive Without Good Reason. The Executive may voluntarily resign from terminate his employment with without Good Reason (including a termination by Retirement where such Retirement does not occur as a result of another basis for termination hereunder) by providing the Company one hundred eighty (180) days’ written notice of such termination pursuant to Section 24 of this Agreement. In the event of a termination of employment by the Executive under this Section, the Executive shall be entitled only to the Accrued Rights; except that, with respect to all equity Awards under the LTIP, (i) Stock Options and Stock Appreciation Rights (each as defined in the LTIP) granted at least one year prior to the Executive’s termination shall continue to vest and be exercisable for the full term set forth in the award agreement, (ii) Restricted Shares, Deferred Stock Units (each as defined in the LTIP) and any similar awards (e.g., restricted stock units) subject solely to time-based vesting conditions granted at least one year prior to the Executive’s termination shall vest on the date of termination and be paid out in accordance with their terms, and (iii) Awards that are conditioned on the satisfaction of performance conditions, which are granted at least one year prior to the Executive’s termination, shall be vested and paid out or distributed following the determination of performance for the applicable performance period at the same time as such Awards are generally paid or distributed to other senior executives of the Company, based on actual performance for the performance period, but prorated by a fraction, the numerator of which is the number of days elapsed between the first day of the performance period and the date of the Executive’s termination and the denominator of which is the total number of calendar days in the performance period. In the event of termination of the Executive’s employment under this Section, the Company may, in its sole and absolute discretion, by written notice pursuant to Section 24, accelerate such date of termination without changing the characterization of such termination as a termination by the Executive without Good Reason (and Retirement) and, in such a case, for purposes of determining equity awards granted at least one year prior to the Executive’s termination, Executive’s originally scheduled date of termination shall be treated as the date of termination; and more specifically, such written notice and acceleration shall not constitute a termination without Cause by the Company, nor provide a basis for a claim of Good Reason, nor a “covered termination” nor a “Termination of Employment” within the meaning of the Separation Program. If the Executive terminates his employment without Good Reason, PROVIDED that he shall continue to be covered by the Executive shall provide Company’s policies and practices regarding indemnification and Director’s and Officer’s insurance in the same amount and to the same extent as the Company with ninety (90) days' advance written notice (which notice requirement may be waived, in whole or in part, by the Company in covers its sole discretion) of his intent to terminate. Upon such a termination, the Company shall have no obligation other than the payment of the Executive's earned but unpaid compensation through the effective date of such termination, except as otherwise required by law or by the terms of the Company's benefit plans. All unvested New Parent Restricted Shares shall be immediately forfeited. Any Common Parent Shares held by the Executive as a result of the vesting of New Parent Restricted Shares officers and any Purchased Parent Shares may be repurchased by the Company at any time following such termination of employment at a purchase price per share equal to the lesser of (i) the greater of (x) the Fair Market Value of such share on the date of the most recent valuation prior to such termination minus (y) the value of any dividends, distributions, or dividend equivalents previously paid to the Executive in respect of such share (subject to equitable adjustment in Parent's discretion to reflect dividends, distributions, corporate transactions, or similar events, to the extent not reflected in (y)) or $0, or (ii) (x) Fair Market Value at Closing based on the Valuation Research valuation as of Closing (for Common Parent Shares held by the Executive as a result of the vesting of New Parent Restricted Shares) or the amount paid by the Executive to purchase such Purchased Parent Shares (for Purchased Parent Shares) minus (y) the value of any dividends, distributions, or dividend equivalents previously paid to the Executive in respect of such share (subject to equitable adjustment in Parent's discretion to reflect dividends, distributions, corporate transactions, or similar events, to the extent not reflected in (y)) but in no event less than $0directors.

Termination by the Executive Without Good Reason. The Executive may voluntarily resign from his employment with the Company Parent without Good Reason, PROVIDED provided, that the Executive shall provide the Company Parent with ninety (90) days' ’ advance written notice (which notice requirement may be waived, in whole or in part, by the Company Parent in its sole discretion) of his intent to terminate. Upon such a termination, the Company Parent shall have no obligation other than the payment of the Executive's ’s earned but unpaid compensation through the effective date of such termination, except as otherwise required by law or by the terms of the Company's Parent’s or its Affiliates’ benefit plans. All unvested New Parent Restricted Shares Options (and the Dividend Escrow account) shall be immediately forfeited. Any (i) Parent Common Parent Shares held by the Executive as a result of the vesting exercise of New Parent Restricted Shares Options and any Purchased Parent Shares (ii) Options, may be repurchased (or cancelled, in the case of Options) by the Company Parent at any time during the two-year period following such termination of employment at a purchase price per share (or Option) equal to the lesser of (i) the greater of (x) the Fair Market Value fair market value of such share on a Parent Common Share determined pursuant to the date of the most recent valuation Recent Valuation prior to such termination minus (y) the value of any dividends, distributions, distributions or dividend equivalents previously paid to the Executive in respect of such share or Option and minus the applicable exercise price (in the case of Options), subject to equitable adjustment in Parent's ’s discretion to reflect dividends, distributions, corporate transactions, or similar events, to the extent not reflected in this clause (x), or (y)) or $0, or (ii) (x) Fair Market Value at Closing based on in the Valuation Research valuation as case of Closing (for Parent Common Parent Shares held by the Executive as a result of the vesting exercise of New Parent Restricted SharesOptions (x) or the amount exercise price per share paid by the Executive to purchase in purchasing such Purchased Parent Shares (for Purchased Parent Shares) shares minus (y) the value of any dividends, distributions, distributions or dividend equivalents previously paid to the Executive in respect of such share or Option (subject to equitable adjustment in Parent's ’s discretion to reflect dividends, distributions, corporate transactions, or similar events, to the extent not reflected in this clause (y)) but in no event less than $0.

Termination by the Executive Without Good Reason. The Executive may voluntarily resign from his employment with the Company without Good Reason, PROVIDED provided, that the Executive shall provide the Company with ninety (90) days' ’ advance written notice (which notice requirement may be waived, in whole or in part, by the Company in its sole discretion) of his intent to terminate. Upon such a termination, the Company shall have no obligation other than the payment of the Executive's ’s earned but unpaid compensation through the effective date of such termination, except as otherwise required by law or by the terms of the Company's ’s benefit plans. All unvested New Parent Restricted Shares Options (and the Dividend Escrow account) shall be immediately forfeited. Any (i) Parent Common Parent Shares held by the Executive as a result of the vesting exercise of New Parent Restricted Shares Options and any Purchased Parent Shares (ii) Options, may be repurchased (or cancelled, in the case of Options) by the Company Parent at any time during the two-year period following such termination of employment at a purchase price per share (or Option) equal to the lesser of (i) the greater of (x) the Fair Market Value fair market value of such share on a Parent Common Share determined pursuant to the date of the most recent valuation Recent Valuation prior to such termination minus (y) the value of any dividends, distributions, distributions or dividend equivalents previously paid to the Executive in respect of such share or Option and minus the applicable exercise price (in the case of Options), subject to equitable adjustment in Parent's ’s discretion to reflect dividends, distributions, corporate transactions, or similar events, to the extent not reflected in this clause (x), or (y)) or $0, or (ii) (x) Fair Market Value at Closing based on in the Valuation Research valuation as case of Closing (for Parent Common Parent Shares held by the Executive as a result of the vesting exercise of New Parent Restricted SharesOptions (x) or the amount exercise price per share paid by the Executive to purchase in purchasing such Purchased Parent Shares (for Purchased Parent Shares) shares minus (y) the value of any dividends, distributions, distributions or dividend equivalents previously paid to the Executive in respect of such share or Option (subject to equitable adjustment in Parent's ’s discretion to reflect dividends, distributions, corporate transactions, or similar events, to the extent not reflected in this clause (y)) but in no event less than $0.

Termination by the Executive Without Good Reason. The Executive may voluntarily resign from his employment with the Company without Good Reason, PROVIDED provided, that the Executive shall provide the Company with ninety (90) days' ’ advance written notice (which notice requirement may be waived, in whole or in part, by the Company in its sole discretion) of his intent to terminate. Upon such a termination, the Company shall have no obligation other than the payment of the Executive's ’s earned but unpaid compensation through the effective date of such termination, except as otherwise required by law or by the terms of the Company's ’s benefit plans. All unvested New Parent Restricted Shares Options shall be immediately forfeited. Any (i) Parent Common Parent Shares held by the Executive as a result of the vesting exercise of New Parent Restricted Shares Options, (ii) Options and any (iii) Purchased Parent Shares may be repurchased (or cancelled, in the case of Options) by the Company Parent at any time during the two (2) year period following such termination of employment at a purchase price per share (or Option) equal to the lesser of (i) the greater of (x) the Fair Market Value of such share on fair market value determined pursuant to the date of the most recent valuation Recent Valuation prior to such termination minus (y) the value of any dividends, distributions, distributions or dividend equivalents previously paid to the Executive in respect of such share or Option and minus the applicable exercise price (in the case of Options), subject to equitable adjustment in Parent's ’s discretion to reflect dividends, distributions, corporate transactions, or similar events, to the extent not reflected in this clause (x) or (y)) or zero dollars ($0), or (ii) (x) Fair Market Value at Closing based on in the Valuation Research valuation as case of Closing (for Purchased Parent Shares and Parent Common Parent Shares held by the Executive as a result of the vesting exercise of New Options (x) the exercise price per share paid by the Executive in purchasing such Parent Restricted Shares) Common Shares or the amount paid by the Executive to purchase such Purchased Parent Shares (for Purchased Parent Shares) , as applicable, minus (y) the value of any dividends, distributions, distributions or dividend equivalents previously paid to the Executive in respect of such share (in the case of Parent Common Shares and Purchased Parent Shares) or Option, (subject to equitable adjustment in Parent's ’s discretion to reflect dividends, distributions, corporate transactions, or similar events, to the extent not reflected in this clause (y)) but in no event less than zero dollars ($0).

Termination by the Executive Without Good Reason. The Executive may voluntarily resign from terminate his employment with without Good Reason (including a termination by Retirement where such Retirement does not occur as a result of another basis for termination hereunder) by providing the Company one hundred eighty (180) days’ written notice of such termination pursuant to Section 24 of this Agreement. In the event of a termination of employment by the Executive under this Section, the Executive shall be entitled only to the Accrued Rights; except that, with respect to all equity Awards under the LTIP, (i) Stock Options and Stock Appreciation Rights (each as defined in the LTIP) granted at least one year prior to the Executive’s termination shall continue to vest and be exercisable for the full term set forth in the award agreement, (ii) Restricted Shares, Deferred Stock Units, (each as defined in the LTIP) and any similar awards (e.g., restricted stock units) subject solely to time-based vesting conditions granted at least one year prior to the Executive’s termination shall vest on the date of termination and be paid out in accordance with their terms, and (iii) Awards that are conditioned on the satisfaction of performance conditions, which are granted at least one year prior to the Executive’s termination, shall be vested and paid out or distributed following the determination of performance for the applicable performance period at the same time as such Awards are generally paid or distributed to other senior executives of the Company, based on actual performance for the performance period, but prorated by a fraction, the numerator of which is the number of days elapsed between the first day of the performance period and the date of the Executive’s termination and the denominator of which is the total number of calendar days in the performance period. In the event of termination of the Executive’s employment under this Section, the Company may, in its sole and absolute discretion, by written notice pursuant to Section 24, accelerate such date of termination without changing the characterization of such termination as a termination by the Executive without Good Reason (and Retirement); and more specifically, such written notice and acceleration shall not constitute a termination without Cause by the Company, nor provide a basis for a claim of Good Reason, nor a “covered termination” nor a “Termination of Employment” within the meaning of the Separation Program. If the Executive terminates his employment without Good Reason, PROVIDED that he shall continue to be covered by the Executive shall provide Company’s policies and practices regarding indemnification and Director’s and Officer’s insurance in the same amount and to the same extent as the Company with ninety (90) days' advance written notice (which notice requirement may be waived, in whole or in part, by the Company in covers its sole discretion) of his intent to terminate. Upon such a termination, the Company shall have no obligation other than the payment of the Executive's earned but unpaid compensation through the effective date of such termination, except as otherwise required by law or by the terms of the Company's benefit plans. All unvested New Parent Restricted Shares shall be immediately forfeited. Any Common Parent Shares held by the Executive as a result of the vesting of New Parent Restricted Shares officers and any Purchased Parent Shares may be repurchased by the Company at any time following such termination of employment at a purchase price per share equal to the lesser of (i) the greater of (x) the Fair Market Value of such share on the date of the most recent valuation prior to such termination minus (y) the value of any dividends, distributions, or dividend equivalents previously paid to the Executive in respect of such share (subject to equitable adjustment in Parent's discretion to reflect dividends, distributions, corporate transactions, or similar events, to the extent not reflected in (y)) or $0, or (ii) (x) Fair Market Value at Closing based on the Valuation Research valuation as of Closing (for Common Parent Shares held by the Executive as a result of the vesting of New Parent Restricted Shares) or the amount paid by the Executive to purchase such Purchased Parent Shares (for Purchased Parent Shares) minus (y) the value of any dividends, distributions, or dividend equivalents previously paid to the Executive in respect of such share (subject to equitable adjustment in Parent's discretion to reflect dividends, distributions, corporate transactions, or similar events, to the extent not reflected in (y)) but in no event less than $0directors.

Termination by the Executive Without Good Reason. The Executive may voluntarily resign from terminate his employment with without Good Reason (including a termination by Retirement where such Retirement does not occur as a result of another basis for termination hereunder) by providing the Company one hundred eighty (180) days’ written notice of such termination pursuant to Section 24 of this Agreement. In the event of a termination of employment by the Executive under this Section, the Executive shall be entitled only to the Accrued Rights; except that, with respect to all equity Awards under the LTIP, (i) Stock Options and Stock Appreciation Rights (each as defined in the LTIP) granted at least one year prior to the Executive’s termination shall continue to vest and be exercisable for the full term set forth in the award agreement, (ii) Restricted Shares, Deferred Stock Units, (each as defined in the LTIP) and any similar awards (e.g., restricted stock units) subject solely to time-based vesting conditions granted at least one year prior to the Executive’s termination shall vest on the date of termination and be paid out in accordance with their terms, and (iii) Awards that are conditioned on the satisfaction of performance conditions, which are granted at least one year prior to the Executive’s termination, shall be vested and paid out or distributed following the determination of performance for the applicable performance period at the same time as such Awards are generally paid or distributed to other senior executives of the Company, based on actual performance for the performance period, but prorated by a fraction, the numerator of which is the number of days elapsed between the first day of the performance period and the date of the Executive’s termination and the denominator of which is the total number of calendar days in the performance period. In the event of termination of the Executive’s employment under this Section, the Company may, in its sole and absolute discretion, by written notice pursuant to Section 23, accelerate such date of termination without changing the characterization of such termination as a termination by the Executive without Good Reason (and Retirement); and more specifically, such written notice and acceleration shall not constitute a termination without Cause by the Company, nor provide a basis for a claim of Good Reason, nor a “covered termination” nor a “Termination of Employment” within the meaning of the Separation Program. If the Executive terminates his employment without Good Reason, PROVIDED that he shall continue to be covered by the Executive shall provide Company’s policies and practices regarding indemnification and Director’s and Officer’s insurance in the same amount and to the same extent as the Company with ninety (90) days' advance written notice (which notice requirement may be waived, in whole or in part, by the Company in covers its sole discretion) of his intent to terminate. Upon such a termination, the Company shall have no obligation other than the payment of the Executive's earned but unpaid compensation through the effective date of such termination, except as otherwise required by law or by the terms of the Company's benefit plans. All unvested New Parent Restricted Shares shall be immediately forfeited. Any Common Parent Shares held by the Executive as a result of the vesting of New Parent Restricted Shares officers and any Purchased Parent Shares may be repurchased by the Company at any time following such termination of employment at a purchase price per share equal to the lesser of (i) the greater of (x) the Fair Market Value of such share on the date of the most recent valuation prior to such termination minus (y) the value of any dividends, distributions, or dividend equivalents previously paid to the Executive in respect of such share (subject to equitable adjustment in Parent's discretion to reflect dividends, distributions, corporate transactions, or similar events, to the extent not reflected in (y)) or $0, or (ii) (x) Fair Market Value at Closing based on the Valuation Research valuation as of Closing (for Common Parent Shares held by the Executive as a result of the vesting of New Parent Restricted Shares) or the amount paid by the Executive to purchase such Purchased Parent Shares (for Purchased Parent Shares) minus (y) the value of any dividends, distributions, or dividend equivalents previously paid to the Executive in respect of such share (subject to equitable adjustment in Parent's discretion to reflect dividends, distributions, corporate transactions, or similar events, to the extent not reflected in (y)) but in no event less than $0directors.

Termination by the Executive Without Good Reason. The Executive may voluntarily resign from his employment with the Company without Good Reason, PROVIDED provided that the Executive shall provide the Company with ninety (90) days' advance written notice (which notice requirement may be waived, in whole or in part, by the Company in its sole discretion) of his intent to terminate. Upon such a termination, the Company shall have no obligation other than the payment of the Executive's earned but unpaid compensation through the effective date of such termination, except as otherwise required by law or by the terms of the Company's benefit plans. All unvested New Parent Restricted Shares Shares, shall be immediately forfeited. Any Common Parent Shares held by the Executive as a result of the vesting of New Parent Restricted Shares and any Purchased Parent Shares may be repurchased by the Company at any time following such termination of employment at a purchase price per share equal to the lesser of (i) the greater of (x) the Fair Market Value of such share on the date of the most recent valuation prior to such termination minus (y) the value of any dividends, distributions, or dividend equivalents previously paid to the Executive in respect of such share (subject to equitable adjustment in Parent's discretion to reflect dividends, distributions, corporate transactions, or similar events, to the extent not reflected in (y)) or $0, or (ii) (x) Fair Market Value at Closing based on the Valuation Research valuation as of Closing (for Common Parent Shares held by the Executive as a result of the vesting of New Parent Restricted Shares) or the amount paid by the Executive to purchase such Purchased Parent Shares Share (for Purchased Parent Shares) minus (y) the value of any dividends, distributions, or dividend equivalents previously paid to the Executive in respect of such share (subject to equitable adjustment in Parent's discretion to reflect dividends, distributions, corporate transactions, or similar events, to the extent not reflected in (y)) but in no event less than $0.

Termination by the Executive Without Good Reason. The Executive may voluntarily resign from his employment with the Company without Good Reason, PROVIDED provided that the Executive shall provide the Company with ninety (90) days' ’ advance written notice (which notice requirement may be waived, in whole or in part, by the Company in its sole discretion) of his intent to terminate. Upon such a termination, the Company shall have no obligation other than the payment of the Executive's ’s earned but unpaid compensation through the effective date of such termination, except as otherwise required by law or by the terms of the Company's ’s benefit plans. All unvested New Parent Restricted Shares shall be immediately forfeited. Any Common Parent Shares held by the Executive as a result of the vesting of New Parent Restricted Shares and any Purchased Parent Shares may be repurchased by the Company at any time following such termination of employment at a purchase price per share equal to the lesser of (i) the greater of (x) the Fair Market Value of such share on the date of the most recent valuation prior to such termination minus (y) the value of any dividends, distributions, or dividend equivalents previously paid to the Executive in respect of such share (subject to equitable adjustment in Parent's ’s discretion to reflect dividends, distributions, corporate transactions, or similar events, to the extent not reflected in (y)) or $0, or (ii) (x) Fair Market Value at Closing based on the Valuation Research valuation as of Closing (for Common Parent Shares held by the Executive as a result of the vesting of New Parent Restricted Shares) or the amount paid by the Executive to purchase such Purchased Parent Shares (for Purchased Parent Shares) minus (y) the value of any dividends, distributions, or dividend equivalents previously paid to the Executive in respect of such share (subject to equitable adjustment in Parent's ’s discretion to reflect dividends, distributions, corporate transactions, or similar events, to the extent not reflected in (y)) but in no event less than $0.

Termination by the Executive Without Good Reason. The Executive may voluntarily resign from his employment with the Company without Good Reason, PROVIDED that the Executive shall provide the Company with ninety (90) days' advance written notice (which notice requirement may be waived, in whole or in part, by the Company in its sole discretion) of his intent to terminate. Upon such a termination, the Company shall have no obligation other than the payment of the Executive's earned but unpaid compensation through the effective date of such termination, except as otherwise required by law or by the terms of the Company's benefit plans. All unvested New Parent Restricted Shares Shares, and any portion of the Deferred Cash Account that has not yet vested as of the date of termination, shall be immediately forfeited. Any Common Parent Shares held by the Executive as a result of the vesting of New Parent Restricted Shares and any Purchased Parent Shares may be repurchased by the Company at any time following such termination of employment at a purchase price per share equal to the lesser of (i) the greater of (x) the Fair Market Value of such share on the date of the most recent valuation prior to such termination minus (y) the value of any dividends, distributions, or dividend equivalents previously paid to the Executive in respect of such share (subject to equitable adjustment in Parent's discretion to reflect dividends, distributions, corporate transactions, or similar events, to the extent not reflected in (y)) or $0, or (ii) (x) Fair Market Value at Closing based on the Valuation Research valuation as of Closing (for Common Parent Shares held by the Executive as a result of the vesting of New Parent Restricted Shares) or the amount paid by the Executive to purchase such Purchased Parent Shares (for Purchased Parent Shares) minus (y) the value of any dividends, distributions, or dividend equivalents previously paid to the Executive in respect of such share (subject to equitable adjustment in Parent's discretion to reflect dividends, distributions, corporate transactions, or similar events, to the extent not reflected in (y)) but in no event less than $0.