Common use of Involuntary Termination by the Company without Cause Clause in Contracts

Involuntary Termination by the Company without Cause. The Board may terminate the Executive’s employment, as provided under this Agreement, at any time, for reasons other than death, Disability or for Cause (as defined in Section 6.5 hereof), by notifying the Executive in writing of the Company’s intent to terminate, at least thirty (30) calendar days prior to the effective date of such termination. Upon the expiration of the thirty (30) day notice period the termination by the Company shall become effective, and the Company shall pay and provide to the Executive the benefits set forth in this Section 6.4. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 at any time other than during a Change in Control Period, the Company shall continue to pay to the Executive his Base Salary then in effect for a period of twelve (12) full months following the effective date of such termination and shall provide to the Executive a continuation of his health and welfare benefits during such twelve (12) month period. If for any reason the Company is unable to continue health and welfare benefits as required by the preceding sentence, the Company shall either provide equivalent benefits to the Executive or pay to the Executive a lump sum cash payment equal to the value of the benefits which the Company is unable to provide. Continuation of health benefits under this Section 6.4 will count against, and will not extend, the period during which benefits are required to be continued under COBRA. In addition, the Company shall make a prorated payment of the Executive’s Bonus for the fiscal year in which termination occurs, calculated based upon the performance of the Executive against the bonus criteria established by the Board for the Executive in effect through the end of the month immediately preceding the effective date of the termination, subject to the Board’s discretion to increase the amount of such prorated payment. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of each governing plan or program. The Company and the Executive thereafter shall have no further obligations under this Agreement after the effective date of termination, except as set forth in Sections 7, 8 or 9 hereof. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 during a Change in Control Period, the Executive shall be entitled to receive the payments and benefits set forth in Section 7.1 herein in lieu of those set forth in this Section 6.4.

Involuntary Termination by the Company without Cause. The At all times during the Term, the Board may terminate the Executive’s employment, as provided under this Agreement, at any time, employment for reasons other than death, Disability Disability, or for Cause (as defined in Section 6.5 hereof)Cause, by notifying providing to the Executive in writing a Notice of the Company’s intent to terminateTermination, at least thirty sixty (3060) calendar days (ninety (90) calendar days when termination is due to non-renewal of this Agreement by the Company pursuant to Section 1.2) prior to the effective date Effective Date of Termination; provided, however, that such notice shall not preclude the Company from requiring Executive to leave the Company immediately upon receipt of such terminationnotice. A notice of non-renewal by the Company pursuant to Section 1.2 shall be considered a termination pursuant to this Section. (a) Such Notice of Termination shall be irrevocable absent express, mutual consent of the parties. (b) Upon the Effective Date of Termination (not a Qualifying Termination), following the expiration of the thirty sixty (3060) day notice period (90 days in the termination by the Company shall become effectivecase of non-renewal), and the Company shall pay and provide to the Executive Executive: (1) An amount equal to the benefits set forth in this Section 6.4. Upon a termination of Service Multiple times the Executive’s employment by the Company pursuant to this Section 6.4 at any time other than during a Change in Control Period, the Company shall continue to pay to the Executive his annual Base Salary then in effect for a period of twelve (12) full months following the effective date of such termination and shall provide to the Executive a continuation of his health and welfare benefits during such twelve (12) month period. If for any reason the Company is unable to continue health and welfare benefits as required by the preceding sentence, the Company shall either provide equivalent benefits to the Executive or pay to the Executive a lump sum cash payment equal to the value of the benefits which the Company is unable to provide. Continuation of health benefits under this Section 6.4 will count against, and will not extend, the period during which benefits are required to be continued under COBRA. In addition, the Company shall make a prorated payment of the Executive’s Bonus established for the fiscal year in which termination the Effective Date of Termination occurs; (2) An amount equal to the Service Multiple times the Executive’s targeted Annual Bonus award established for the fiscal year in which the Effective Date of Termination occurs; provided, calculated based upon however, that no payment shall be made under this Section 7.4(b)(2) if the performance Effective Date of Termination is less than twelve (12) months after the Effective Date of this Agreement; (3) A continuation of the welfare benefits of medical, dental and life insurance coverage (or if continuation under the Company’s then current plans is not allowed, then provision at the Company’s expense but subject to payment by Executive against of those payments which Executive would have been obligated to make under the bonus criteria established Company’s then current plan, of substantially similar welfare benefits from one or more third party providers) after the Effective Date of Termination for a number of months equal to the Service Multiple times twelve (12). These benefits shall be provided to the Executive at the same coverage level as in effect as of the Effective Date of Termination, and at the same premium cost to the Executive which was paid by the Board Executive at the time such benefits were provided. However, in the event the premium cost and/or level of coverage shall change for all employees of the Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in effect through a corresponding manner. The continuation of these welfare benefits shall be discontinued if prior to the end expiration of the month immediately preceding period, the effective date of Executive has available substantially similar benefits at a comparable cost to the terminationExecutive from a subsequent employer, as determined by the Compensation Committee (or, in the event the Compensation Committee ceases to exist, the Board); (4) All outstanding long-term incentive awards shall be subject to the Boardtreatment provided under the applicable long-term incentive plan of the Company; (5) An amount equal to the Executive’s discretion to increase unpaid Base Salary and accrued but unused vacation pay through the amount Effective Date of such prorated payment. Further, the Company shall pay the Executive all Termination; and (6) All other benefits to which the Executive has a vested right at the time, according to the provisions of each the governing plan or program. (c) In the event that the Board terminates the Executive’s employment without Cause on or after the date of the announcement of the transaction which leads to a CIC, the Executive shall be entitled to the CIC Severance Benefits as provided in Section 8.3 in lieu of the Severance Benefits outlined in this Section 7.4. (d) Payment of all of the benefits described in Section 7.4(b)(1) shall be paid in cash to the Executive in equal bi-weekly installments over a period of consecutive months equal to the Service Multiple times twelve (12) and beginning on the fifteenth day of the month following the month in which the Effective Date of Termination occurs. (e) Payment of all but forty thousand dollars ($40,000) of the benefits described in Section 7.4(b)(2) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event beyond thirty (30) days from such date. The forty thousand dollars ($40,000) which was withheld shall be paid in cash to the Executive in a single lump sum at the end of the twelve (12) month restrictive period set forth in Sections 11.2 and 11.3 of this Agreement. (f) Except as specifically provided in Section 7.4(d) and (e), all other payments due to the Executive upon termination of employment shall be paid in accordance with the terms of such applicable plans or programs. (g) With the exception of the covenants contained in Articles 8, 9, 10, 11, 12 and 14 and Sections 7.4, 13.3, 13.5, and 13.7 (which shall survive such termination), the Company and the Executive thereafter shall have no further obligations under this Agreement after the effective date of termination, except as set forth in Sections 7, 8 or 9 hereof. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 during a Change in Control Period, the Executive shall be entitled to receive the payments and benefits set forth in Section 7.1 herein in lieu of those set forth in this Section 6.4Agreement.

Involuntary Termination by the Company without Cause. The At all times other than during a "Change-in-Control Period" (defined in Section 7.4 herein), the Board may terminate the Executive’s 's employment, as provided under this Agreement, at any time, for reasons other than death, Disability Disability, Retirement, or for Cause (as defined in Section 6.5 hereof)Cause, by notifying the Executive in writing of the Company’s 's intent to terminate, at least thirty (30) calendar days prior to the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period the termination by the Company shall become effectiveperiod, and the Company shall pay and provide to the Executive the benefits set forth in this Section 6.4. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 at any time other than during a Change in Control Period, the Company shall continue to pay lump-sum cash payment equal to the Executive his greater of: (a) the Base Salary then in effect for a period the remaining term of twelve this Agreement; or (12b) eighteen (18) full months following of the Base Salary in effect as of the effective date of such termination and termination. In addition, the Company shall provide to the Executive a continuation of his health and welfare benefits during such twelve for the longer of: (12x) month periodthe remaining term of the Agreement; or (y) eighteen (18) full months at the employee rates then in effect. If for any reason the Company is unable to continue health and welfare benefits as required by the preceding sentence, the Company shall either provide equivalent benefits to the Executive or pay to the Executive a lump lump-sum cash payment equal to the value of the benefits which the Company is unable to provide. Continuation of health benefits under this Section 6.4 will count against, and will not extend, the period during which benefits are required to be continued under COBRA. In addition, the Company shall make a prorated payment of the Executive’s 's targeted Bonus for the fiscal year in which termination occurs, calculated based upon the performance of the Executive against the bonus criteria established by the Board for the Executive in effect Company through the end of the month immediately preceding the effective date of the termination. Payment of the Bonus shall be made in cash, subject in one lump sum, at the same time payment of Base Salary is made pursuant to the Board’s discretion to increase the amount of such prorated paymentthis Section 6.4. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of each governing plan or program. The Company and the Executive thereafter shall have no further obligations under this Agreement after the effective date Agreement. For purposes of termination, except as set forth in Sections 7, 8 or 9 hereof. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 during a Change 6.4: (i) with respect to the fiscal year in Control Periodwhich termination occurs, the Executive shall be entitled to receive given credit under the payments Company's Long-Term Retirement and Incentive Plan or any successor plan for the portion of the fiscal year in which this Agreement is in effect, and shall be vested pro rata for purposes of prior and current year awards; and (ii) all vested awards under any incentive programs shall be paid notwithstanding any provision of the governing plan or program calling for forfeiture of benefits set forth in Section 7.1 herein in lieu of those set forth in this Section 6.4.upon

Involuntary Termination by the Company without Cause. The Board may terminate the Executive’s employment, as provided under this Agreement, at any time, for reasons other than death, Disability or for Cause (as defined in Section 6.5 hereof), by notifying the Executive in writing of the Company’s intent to terminate, at least thirty (30) calendar days prior to the effective date of such termination. Upon the expiration of the thirty (30) day notice period the termination by the Company shall become effective, and the Company shall pay and provide to the Executive the benefits set forth in this Section 6.4. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 at any time other than during a Change in Control Period, the Company shall continue to pay to the Executive his her Base Salary then in effect for a period of twelve (12) full months following the effective date of such termination and shall provide to the Executive a continuation of his her health and welfare benefits during such twelve (12) month period. If for any reason the Company is unable to continue health and welfare benefits as required by the preceding sentence, the Company shall either provide equivalent benefits to the Executive or pay to the Executive a lump sum cash payment equal to the value of the benefits which the Company is unable to provide. Continuation of health benefits under this Section 6.4 will count against, and will not extend, the period during which benefits are required to be continued under COBRA. In addition, the Company shall make a prorated payment of the Executive’s Bonus for the fiscal year in which termination occurs, calculated based upon the performance of the Executive against the bonus criteria established by the Board for the Executive in effect through the end of the month immediately preceding the effective date of the termination, subject to the Board’s discretion to increase the amount of such prorated payment. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of each governing plan or program. The Company and the Executive thereafter shall have no further obligations under this Agreement after the effective date of termination, except as set forth in Sections 7, 8 or 9 hereof. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 during a Change in Control Period, the Executive shall be entitled to receive the payments and benefits set forth in Section 7.1 herein in lieu of those set forth in this Section 6.4.

Involuntary Termination by the Company without Cause. The Other than during a Change of Control Period (as defined in Section 7.2), the Board may terminate the Executive’s 's employment, as provided under this Agreement, at any time, for reasons other than death, Disability Disability, Retirement, or for Cause (as defined in Section 6.5 hereof)Cause, by notifying the Executive in writing of the Company’s 's intent to terminate, at least thirty (30) calendar days prior to the effective date of such termination. Upon Unless the provisions of Section 7 apply, upon the effective date of such termination, following the expiration of the thirty (30) day notice period the termination by the Company shall become effectiveperiod, and the Company shall pay and provide to the Executive the benefits set forth in this Section 6.4. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 at any time other than during a Change in Control Period, the Company shall continue to pay lump-sum cash payment equal to the Executive his greater of: (a) the Base Salary then in effect for a period the remaining term of twelve this Agreement; or (12b) eighteen (18) full months following of the Base Salary in effect as of the effective date of such termination and termination. In addition, the Company shall provide to the Executive a continuation of his health and welfare benefits during such twelve for the longer of: (12x) month periodthe remaining term of the Agreement; or (y) eighteen (18) full months at the employee rates then in effect. If for any reason the Company is unable to continue health and welfare benefits as required by the preceding sentence, the Company shall either provide equivalent benefits to the Executive or pay to the Executive a lump lump-sum cash payment equal to the value of the benefits which the Company is unable to provide. Continuation of health benefits under this Section 6.4 will count against, and will not extend, the period during which benefits are required to be continued under COBRA. In addition, the Company shall make a prorated payment of the Executive’s 's targeted Bonus for the fiscal year in which termination occurs, calculated based upon the performance of the Executive against the bonus criteria established by the Board for the Executive in effect Company through the end of the month immediately preceding the effective date of the termination. Payment of the Bonus shall be made in cash, subject in one lump sum, at the same time payment of Base Salary is made pursuant to the Board’s discretion to increase the amount of such prorated paymentthis Section 6.4. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of each governing plan or program. The Company and the Executive thereafter shall have no further obligations under this Agreement after Agreement. For purposes of this Section 6.4: (i) with respect to the effective date fiscal year in which termination occurs, the Executive shall be fully vested in any prior year awards that remain unvested or awards made for the fiscal year in which termination occurs under the TRG Incentive Plan or any successor plan, and (ii) all vested awards under any incentive programs shall be paid notwithstanding any provision of the governing plan or program calling for forfeiture of benefits upon termination. If for any reason the Company is unable to comply with the preceding sentence, except as the Company shall pay the Executive a lump-sum cash payment equal to the value of the benefits or awards it is unable to vest, pay or give credit for. If the Executive's employment is terminated for any of the reasons set forth in Sections 7, 8 or 9 hereof. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 during a Change in Control PeriodArticle 7 herein, the Executive shall be entitled to receive the payments and benefits set forth provided in Section 7.1 herein in lieu of those set forth in this Section 6.4Article 7 herein.

Involuntary Termination by the Company without Cause. The At all times other than during a "Change-in-Control Period" (defined in Section 7.4 herein), the Board may terminate the Executive’s 's employment, as provided under this Agreement, at any time, for reasons other than death, Disability Disability, Retirement, or for Cause (as defined in Section 6.5 hereof)Cause, by notifying the Executive in writing of the Company’s 's intent to terminate, at least thirty (30) calendar days prior to the effective date of such termination. Upon the effective date of such termination, following the expiration of the thirty (30) day notice period the termination by the Company shall become effectiveperiod, and the Company shall pay and provide to the Executive the benefits set forth in this Section 6.4. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 at any time other than during a Change in Control Period, the Company shall continue to pay lump-sum cash payment equal to the Executive his greater of: (a) the Base Salary then in effect for a period the remaining term of twelve this Agreement; or (12b) eighteen (18) full months following of the Base Salary in effect as of the effective date of such termination and termination. In addition, the Company shall provide to the Executive a continuation of his health and welfare benefits during such twelve for the longer of: (12x) month periodthe remaining term of the Agreement; or (y) eighteen (18) full months at the employee rates then in effect. If for any reason the Company is unable to continue health and welfare benefits as required by the preceding sentence, the Company shall either provide equivalent benefits to the Executive or pay to the Executive a lump lump-sum cash payment equal to the value of the benefits which the Company is unable to provide. Continuation of health benefits under this Section 6.4 will count against, and will not extend, the period during which benefits are required to be continued under COBRA. In addition, the Company shall make a prorated payment of the Executive’s 's targeted Bonus for the fiscal year in which termination occurs, calculated based upon the performance of the Executive against the bonus criteria established by the Board for the Executive in effect Company through the end of the month immediately preceding the effective date of the termination. Payment of the Bonus shall be made in cash, subject in one lump sum, at the same time payment of Base Salary is made pursuant to the Board’s discretion to increase the amount of such prorated paymentthis Section 6.4. Further, the Company shall pay the Executive all other benefits to which the Executive has a vested right at the time, according to the provisions of each governing plan or program. The Company and the Executive thereafter shall have no further obligations under this Agreement. For purposes of this Section 6.4: (i) with respect to the fiscal year in which termination occurs, the Executive shall be given credit under the Company's Long-Term Retirement and Incentive Plan or any successor plan for the portion of the fiscal year in which this Agreement after is in effect, and shall be vested pro rata for purposes of prior and current year awards; and (ii) all vested awards under any incentive programs shall be paid notwithstanding any provision of the effective date governing plan or program calling for forfeiture of benefits upon termination. If for any reason the Company is unable to comply with the preceding sentence, except as the Company shall pay the Executive a lump-sum cash payment equal to the value of the benefits or awards it is unable to vest, pay or give credit for. If the Executive's employment is terminated for any of the reasons set forth in Sections 7, 8 or 9 hereof. Upon a termination of the Executive’s employment by the Company pursuant to this Section 6.4 during a Change in Control PeriodArticle 7 herein, the Executive shall be entitled to receive the payments and benefits set forth provided in Section 7.1 herein in lieu of those set forth in this Section 6.4Article 7 herein.