Common use of Effect of Termination Without Cause Clause in Contracts

Effect of Termination Without Cause. In the event that the Executive’s employment is terminated by the Company, without Cause (pursuant to Section 3.03 hereof), at any time on or after the date hereof: (a) the Company shall, on the date that the termination of the Executive’s employment with the Company is effective, pay to the Executive, in one lump sum payment, less applicable withholding taxes, an amount equal to the sum of: (i) any monthly installments of his Base Salary which are accrued and unpaid as of the date the termination of the Executive’s employment becomes effective; and (ii) any bonuses accrued for but not yet paid to the Executive for the fiscal year of the Company ending immediately prior to the fiscal year of the Company in which the Executive’s employment is terminated; and (b) the Company shall, on the earlier of the end of the six (6) month period following the date the termination of the Executive’s employment is effective and the date of the Executive’s death, pay to the Executive (or, in the case of the Executive’s death, to the personal representative of the Executive’s estate), an amount equal to: (i) two and one half (2.5) multiplied by (ii) the sum of (A) the Executive’s Base Salary as in effect on the date his employment is terminated; and (B) all bonuses paid by the Company to the Executive during the twelve (12) month period ending on the date the Executive’s employment is terminated. After the amounts required to be paid to the Executive by the preceding sentence have been paid, the Company shall have no further obligation to pay the Executive any additional Base Salary, compensation or bonuses and, except as otherwise provided in Section 6.06, Section 6.07 and Section 6.08 hereof, no further obligation to pay to or to provide the Executive any other benefits.

Effect of Termination Without Cause. In the event that the Executive’s employment is terminated by the Company, without Cause (pursuant to Section 3.03 hereof), at any time on or after the date hereof: (a) the Company shall, on the date that the termination of the Executive’s employment with the Company is effective, pay to the Executive, in one lump sum payment, less applicable withholding taxes, an amount equal to the sum of: (i) any monthly installments of his Base Salary which are accrued and unpaid as of the date the termination of the Executive’s employment becomes effective; and (ii) any bonuses accrued for but not yet paid to the Executive for the fiscal year of the Company ending immediately prior to the fiscal year of the Company in which the Executive’s employment is terminated; and (b) the Company shall, on the earlier of the end of the six (6) month period following the date the termination of the Executive’s employment is effective and the date of the Executive’s death, pay to the Executive (or, in the case of the Executive’s death, to the personal representative of the Executiverepresentative’s estatedeath), an amount equal to: (i) two and one half (2.5) multiplied by (ii) the sum of (A) the Executive’s Base Salary as in effect on the date his employment is terminated; and (B) all bonuses paid by the Company to the Executive during the twelve (12) month period ending on the date the Executive’s employment is terminated. After the amounts required to be paid to the Executive by the preceding sentence have been paid, the Company shall have no further obligation to pay the Executive any additional Base Salary, compensation or bonuses and, except as otherwise provided in Section 6.06, Section 6.07 and Section 6.08 hereof, no further obligation to pay to or to provide the Executive any other benefits.

Effect of Termination Without Cause. In the event that the Executive’s employment is terminated by the Company, without Cause (pursuant to Section 3.03 hereof), at any time on or after the date hereof: (a) the Company shall, on the date that the termination of If the Executive’s employment with the Company is effective, shall be terminated by the Company without Cause during the Term of this Agreement: (i) the Company shall pay to the ExecutiveExecutive the Base Salary earned through the Termination Date; and (ii) so long as the Executive complies with the requirements of Section 4.7 of the Asset Purchase Agreement and Section 4.3(b), in one lump sum payment, less applicable withholding taxes, 4.5 and 5.2 of this Agreement the Company shall pay to the Executive an amount equal to the sum of: (i) any monthly installments of his Base Salary which are accrued and unpaid as of the date the termination of the Executive’s employment becomes effective; and (ii) any bonuses accrued for but not yet paid to Base Salary, as in effect on the Executive Termination Date, payable for the fiscal remainder of every year of the Company ending immediately prior to Term (the fiscal year of the Company in which the Executive’s employment is terminated; and (b“Severance Payment Period”) the Company shall, on the earlier of same terms and with the end of the six (6) month period following the date the termination of the Executive’s employment is effective and the date of the Executive’s death, pay to the Executive (or, in the case of the Executive’s death, to the personal representative of the Executive’s estate), an amount equal to: (i) two and one half (2.5) multiplied by (ii) the sum of (A) same frequency as the Executive’s Base Salary as in effect was paid prior to such termination. Such payment shall commence on the date his employment is terminated; first payroll period (the “Initial Payment Date”) which occurs on or after the expiration of the Severance Delay Period (as defined below), which initial payment shall include the payment of any payroll periods occurring prior to the Initial Payment Date in a lump sum and shall continue for the remainder of the Severance Payment Period. (b) As a condition to receiving the payments provided for in clauses (i) and (Bii) all bonuses paid by of Section 4.3(a), the Company Executive agrees to sign and deliver to the Executive during Company, at the twelve (12) month period ending on the date time of the Executive’s employment is terminated. After the amounts required to be paid termination of employment, a release in form and substance substantially similar to the form of release attached hereto as Exhibit A (the “Employee Release”), and all revocation periods regarding such release must expire within sixty (60) days of the Executive’s Termination Date (the “Severance Delay Period”). The Executive by acknowledges that if the preceding sentence have been paidconditions of clause (ii) of Section 4.3(a) and this Section 4.3(b) are not met prior to the expiration of the Severance Delay Period as a result of the Executive’s failure to act reasonably in approving and executing the release, then the Executive shall forfeit the right to receive the payments provided for in clause (ii) of Section 4.3(a). Company, Parent and Executive acknowledge and agree that the Employee Release does not release, and specifically excludes, the Company shall have no further obligation to pay Executive’s and all other third-parties’ rights and remedies under the Executive any additional Base SalaryAsset Purchase Agreement, compensation or bonuses andMerger Agreement, except as otherwise provided in Section 6.06Earn-Out Agreement dated March 30, Section 6.07 2015 (the “Earn-Out Agreement”), Additional Earn-Out Agreement dated March 30, 2015 (“Additional Earn-Out Agreement”), and Section 6.08 hereofSubordinated Convertible Seller Note dated March 30, no further obligation to pay to or to provide the Executive any other benefits2015 (“Subordinated Convertible Note”).

Effect of Termination Without Cause. In the event that the Executive’s employment is terminated by the Company, without Cause (pursuant to Section 3.03 hereof), at any time on or after the date hereof: (ai) the Company shall, on the date that the termination of If the Executive’s employment with the Company is effectiveterminated by the Company without Cause: (A) the Company will provide the Executive with six (6) months’ notice prior to terminating the Executive’s employment. The Company can elect, at its sole discretion, to provide the Executive with payment in lieu of notice or to place Executive on Garden Leave pursuant to Section 4(h). (B) the Company shall pay to the ExecutiveExecutive the Accrued Amounts; (C) so long as the Executive complies with Sections 5(c), in one lump sum payment5(d) and 5(e) of this Agreement, less applicable withholding taxes, the Company shall pay to the Executive an amount (the “Severance Payment”) equal to the sum of: (i) any monthly installments of his Base Salary which are accrued and unpaid as of the date the termination 18 months of the Executive’s employment becomes effective; and (ii) any bonuses accrued for but not yet paid to the Executive for the fiscal year of the Company ending immediately prior to the fiscal year of the Company in which the Executive’s employment is terminated; and (b) the Company shall, on the earlier of the end of the six (6) month period following the date the termination of the Executive’s employment is effective and the date of the Executive’s death, pay to the Executive (or, in the case of the Executive’s death, to the personal representative of the Executive’s estate)annual Base Salary, an amount equivalent to Executive’s annual benefits, and an equivalent amount of bonus/incentive received during the immediate preceding two years. Severance Payment shall be payable in equal to: installments (iless applicable withholdings and deductions) two over a period of 12 months following the Termination Date (the “Severance Payment Period”), and one half commencing on the first payroll period (2.5the “Initial Payment”) multiplied by occurring on or after the 60th day following the Termination Date (ii) the sum “Severance Delay Period”); provided, that the Initial Payment shall include payment for any payroll periods which occur during the Severance Delay Period, and the remaining payments shall continue for the remainder of (A) the Severance Payment Period with the same frequency as the Executive’s Base Salary as in effect on the date his employment is terminatedwas paid prior to such termination; and (BPayments pursuant to this Section 4(d) all bonuses paid by shall be in lieu of any other severance benefits that the Executive may be eligible to receive under the Company’s or any of the Company Group’s benefit plans or programs. (ii) As a condition to receiving the payments or benefits provided for in Section 4(d)(i)(C) the Executive agrees to sign and deliver to the Executive during the twelve (12) month period ending on the date the Executive’s employment is terminated. After the amounts required to be paid Company a release in a form attached hereto as Exhibit B and delivered to the Executive by Company within five (5) business days of the preceding sentence have been paidTermination Date, which must become effective within sixty (60) days following the Company shall have no further obligation to pay the Executive any additional Base Salary, compensation or bonuses and, except as otherwise provided in Section 6.06, Section 6.07 and Section 6.08 hereof, no further obligation to pay to or to provide the Executive any other benefitsTermination Date.

Effect of Termination Without Cause. In the event that the Executive’s employment is terminated by the Company, without Cause (pursuant to Section 3.03 hereof), at any time on or after the date hereof: (ai) the Company shall, on the date that the termination of If the Executive’s employment with the Company is effectiveterminated by the Company without Cause: (A) the Company will provide the Executive with six (6) months’ notice prior to terminating the Executive’s employment. The Company can elect, at its sole discretion, to provide the Executive with payment in lieu of notice or to place Executive on Garden Leave pursuant to Section 4(h). (B) the Company shall pay or deliver to the Executive the Accrued Amounts including any Equity Awards vested and not yet delivered; and Bonus declared and not delivered; (C) so long as the Executive complies with Sections 5(c), 5(d) and 5(e) of this Agreement, the Company shall pay to the Executive, in one lump sum payment, less applicable withholding taxes, Executive an amount (the “Severance Payment”) equal to the sum of: 12 (itwelve) any monthly installments of his Base Salary which are accrued and unpaid as of the date the termination months of the Executive’s employment becomes effective; annual Base Salary. Severance Payment shall be payable in equal installments (less applicable withholdings and (iideductions) any bonuses accrued for but not yet paid to over a period of 12 months following the Executive for the fiscal year of the Company ending immediately prior to the fiscal year of the Company in which the Executive’s employment is terminated; Termination Date, and (b) the Company shall, commencing on the earlier of first payroll period occurring on or after the end of the six (6) month period 60th day following the date Termination Date and such payments shall be made with the termination of the Executive’s employment is effective and the date of the Executive’s death, pay to the Executive (or, in the case of the Executive’s death, to the personal representative of the Executive’s estate), an amount equal to: (i) two and one half (2.5) multiplied by (ii) the sum of (A) same frequency as the Executive’s Base Salary as in effect on the date his employment is terminatedwas paid prior to such termination; and (BPayments pursuant to this Section 4(d) all bonuses paid by shall be in lieu of any other severance benefits that the Executive may be eligible to receive under the Company’s or any of the Company Group’s benefit plans or programs. (ii) As a condition to receiving the payments or benefits provided for in Section 4(d)(i)(C) the Executive agrees to sign and deliver to the Executive during the twelve (12) month period ending on the date the Executive’s employment is terminated. After the amounts required to be paid Company a release in a form attached hereto as Exhibit B and delivered to the Executive by Company within five (5) business days of the preceding sentence have been paidTermination Date, which must become effective within sixty (60) days following the Company shall have no further obligation to pay the Executive any additional Base Salary, compensation or bonuses and, except as otherwise provided in Section 6.06, Section 6.07 and Section 6.08 hereof, no further obligation to pay to or to provide the Executive any other benefitsTermination Date.

Effect of Termination Without Cause. In the event that the Executive’s 's employment with the Corporations is terminated by either of the CompanyCorporations, without Cause (cause, pursuant to Section 3.03 hereof, the Corporations shall, (except as otherwise provided by Section 8.05 hereof), at any time on or after pay the date hereof: (a) the Company shall, on the date that the termination of the Executive’s employment with the Company is effective, pay to the Executive, in one lump sum payment, less applicable withholding taxes, Executive an amount equal to the sum of: (ia) any monthly installments of one and one-half (1.5) times his Base Salary which are accrued and unpaid at the rate then in effect (such amount being hereinafter referred to as the "Base Salary Severance Payment"); (b) a pro-rata portion (determined on the basis of the date number of months the termination Executive was employed by the Corporations during the fiscal year of ▇▇▇▇ ▇▇ in which the Executive's employment is terminated) of the amount, if any, of all bonuses which would have been payable to the Executive had he continued in the employ of the Corporations until the end of the fiscal year of ▇▇▇▇ ▇▇ in which the Executive’s 's employment becomes effectiveis terminated without cause (such amount being hereinafter referred to as the "Bonus Severance Payment"); and (iic) any bonuses accrued for but not yet amounts with respect to which the Executive is deemed to be vested under the terms of the Deferred Comp. Plan (such amount being hereinafter referred to as the "Deferred Comp. Severance Payment"). For purposes of this Section 8.03, (w) the Base Salary Severance Payment shall be paid to the Executive in eighteen (18) substantially equal consecutive monthly installments beginning on the first day of the first calendar month following the date the Executive's employment with the Corporations is terminated; (x) the Bonus Severance Payment, if any, shall be paid to the Executive in one lump sum payment at the time bonuses are paid to salaried employees of Dayco for the fiscal year of the Company ending immediately prior to the fiscal year of the Company ▇▇▇▇ ▇▇ in which the Executive’s 's employment is terminated; and (by) the Company shall, on the earlier of the end of the six (6) month period following the date the termination of the Executive’s employment is effective and the date of the Executive’s death, pay to the Executive (or, in the case of the Executive’s death, to the personal representative of the Executive’s estate), an amount equal to: (i) two and one half (2.5) multiplied by (ii) the sum of (A) the Executive’s Base Salary as in effect on the date his employment is terminated; and (B) all bonuses paid by the Company to the Executive during the twelve (12) month period ending on the date the Executive’s employment is terminatedDeferred Comp. After the amounts required to Severance Payment shall be paid to the Executive at the time and in the manner provided for in the Deferred Comp. Plan. In addition, if the Executive's employment with any of the Corporations is terminated by any of the preceding sentence have been paidCorporations, without cause, pursuant to Section 3.03 hereof, except as otherwise provided above and in Sections 2.09 and 8.07 hereof, the Company Corporations shall have no further obligation following the Executive's termination to pay the Executive any additional Base Salary, compensation or bonuses andbonuses, except as otherwise provided in Section 6.06no further obligation to provide any medical, Section 6.07 life, disability or other insurance benefits to the Executive hereunder and Section 6.08 hereof, no further obligation to pay to or to provide the Executive any other benefitsbenefits otherwise provided to the Executive hereunder.

Effect of Termination Without Cause. In the event that the Executive’s employment is terminated by the Company, without Cause (pursuant to Section 3.03 hereof), at any time on or after the date hereof: (ai) the Company shall, on the date that the termination of If the Executive’s employment with the Company is effective, terminated by the Company without Cause: (A) the Company shall pay to the ExecutiveExecutive the Accrued Amounts; (B) so long as the Executive complies with Sections 5(c), in one lump sum payment5(d) and 5(e) of this Agreement, less applicable withholding taxes, the Company shall pay to the Executive an amount (the “Severance Payment”) equal to the sum of: twelve (i12) any monthly installments of his Base Salary which are accrued and unpaid as of the date the termination months of the Executive’s employment becomes effective; and (ii) any bonuses accrued for but not yet paid to the Executive for the fiscal year of the Company ending immediately prior to the fiscal year of the Company in which the Executive’s employment is terminated; and (b) the Company shall, on the earlier of the end of the six (6) month period following the date the termination of the Executive’s employment is effective and the date of the Executive’s death, pay to the Executive (or, in the case of the Executive’s death, to the personal representative of the Executive’s estate), an amount equal to: (i) two and one half (2.5) multiplied by (ii) the sum of (A) the Executive’s annual Base Salary as in effect on the date his employment is terminated; Termination Date and an amount equivalent to executive’s annual benefits, which amount shall be payable in equal installments (Bless applicable withholdings and deductions) all bonuses paid by the Company to the Executive during the over a period of twelve (12) month period ending months following the Termination Date (the “Severance Payment Period”), and commencing on the date first payroll period (the “Initial Payment”) occurring on or after the 60th day following the Termination Date (the “Severance Delay Period”); provided, that the Initial Payment shall include payment for any payroll periods which occur during the Severance Delay Period, and the remaining payments shall continue for the remainder of the Severance Payment Period with the same frequency as the Executive’s employment is terminated. After Base Salary was paid prior to such termination; and Payments pursuant to this Section 4(d) shall be in lieu of any other severance benefits that the amounts required Executive may be eligible to be paid receive under the Company’s or any of the Company Group’s benefit plans or programs. (ii) As a condition to receiving the payments or benefits provided for in Section 4(d)(i)(B) the Executive agrees to sign and deliver to the Executive by the preceding sentence have been paid, Company a release in a form attached hereto as Exhibit B and delivered to the Company shall have no further obligation to pay within five (5) business days of the Executive any additional Base SalaryTermination Date, compensation or bonuses and, except as otherwise provided in Section 6.06, Section 6.07 and Section 6.08 hereof, no further obligation to pay to or to provide which must become effective within sixty (60) days following the Executive any other benefitsTermination Date.

Effect of Termination Without Cause. In the event that the Executive’s employment is terminated by the Company, without Cause (pursuant to Section 3.03 hereof), at any time on or after the date hereof: (ai) the Company shall, on the date that the termination of If the Executive’s employment with the Company is effective, terminated by the Company without Cause: (A) the Company shall pay to the ExecutiveExecutive the Accrued Amounts; (B) so long as the Executive complies with Sections 5(c), in one lump sum payment5(d) and 5(e) of this Agreement, less applicable withholding taxes, the Company shall pay to the Executive an amount (the “Severance Payment”) equal to the sum of: twelve (i12) any monthly installments of his Base Salary which are accrued and unpaid as of the date the termination months of the Executive’s employment becomes effective; and (ii) any bonuses accrued for but not yet paid to the Executive for the fiscal year of the Company ending immediately prior to the fiscal year of the Company in which the Executive’s employment is terminated; and (b) the Company shall, on the earlier of the end of the six (6) month period following the date the termination of the Executive’s employment is effective and the date of the Executive’s death, pay to the Executive (or, in the case of the Executive’s death, to the personal representative of the Executive’s estate), an amount equal to: (i) two and one half (2.5) multiplied by (ii) the sum of (A) the Executive’s annual Base Salary as in effect on the date his employment is terminatedTermination Date and an amount equivalent to executive’s annual benefits, which amount shall be payable in equal installments (less applicable withholdings and deductions) over a period of 12 months following the Termination Date (the “Severance Payment Period”), and commencing on the first payroll period (the “Initial Payment”) occurring on or after the 60th day following the Termination Date (the “Severance Delay Period”); and (B) all bonuses paid by provided, that the Company to the Executive Initial Payment shall include payment for any payroll periods which occur during the twelve (12) month period ending on Severance Delay Period, and the date remaining payments shall continue for the remainder of the Severance Payment Period with the same frequency as the Executive’s employment is terminated. After Base Salary was paid prior to such termination; and Payments pursuant to this Section 4(d) shall be in lieu of any other severance benefits that the amounts required Executive may be eligible to be paid receive under the Company’s or any of the Company Group’s benefit plans or programs. (ii) As a condition to receiving the payments or benefits provided for in Section 4(d)(i)(B) the Executive agrees to sign and deliver to the Executive by the preceding sentence have been paid, Company a release in a form attached hereto as Exhibit B and delivered to the Company shall have no further obligation to pay within five (5) business days of the Executive any additional Base SalaryTermination Date, compensation or bonuses and, except as otherwise provided in Section 6.06, Section 6.07 and Section 6.08 hereof, no further obligation to pay to or to provide which must become effective within sixty (60) days following the Executive any other benefitsTermination Date.