Common use of Termination of Employment without Cause, for Good Reason, or Due to Death or Disability Clause in Contracts

Termination of Employment without Cause, for Good Reason, or Due to Death or Disability. Notwithstanding the provisions of Section 1(a) of this Agreement, if Executive’s Termination Date occurs prior to a Retention Date (i) as a result of termination by the Company without Cause, (ii) by Executive for Good Reason, (iii) due to the death of Executive or (iv) due to Executive’s Total Disability, and, in any such case, if the Release Requirements required by Section 4 are satisfied, then any remaining unpaid Retention Bonus amount(s) will be paid to Executive according to the schedule set forth in Section 1(a) of this Agreement and Executive’s employment shall be deemed to have continued for purposes of this determination. For clarity, if Executive’s employment is terminated by the Company without Cause after the First Retention Bonus Payment has been paid but before the payment of the Second Retention Bonus Payment or the Third Retention Bonus Payment, Executive will be paid the Second Retention Bonus Payment and the Third Retention Bonus Payment according to the schedule set forth in Section 1(a) of this Agreement (but in no event later than March 15th of the year immediately following the year of the applicable payment date) and Executive’s employment shall be deemed to have continued for purposes of this determination.