Common use of Termination by Company without Cause; Termination by Employee for Good Reason Clause in Contracts

Termination by Company without Cause; Termination by Employee for Good Reason. (i) During the Term. If, during the Term, Company should terminate Employee's employment without Cause (as defined below), or if Employee should terminate his employment for Good Reason (as defined below), Company shall pay to Employee an amount equal to two times the sum of (A) Employee's annual base salary at the rate in effect immediately prior to the date of termination and (B) the average annual bonus payable to Employee for the two (2) years immediately prior to the year during which termination occurred (the "Severance Payment"). The Severance Payment, which shall be in lieu of any amount payable to Employee under the Company's Severance Policy for Senior Management, shall be payable in monthly installments over the Restricted Period (as defined in Section 7(b) below). Notwithstanding any provision of the Performance Share Plan to the contrary, in the event the Employee's employment is terminated pursuant to this Section 6(a)(i), (x) all Performance Shares then outstanding shall vest pro rata in proportion to the percentage of the performance cycle for such Performance Shares during which Employee was employed by Company, (y) Employee shall vest in two-thirds of such Performance Shares that are then outstanding which have not vested pursuant to clause (x), and (z) Employee shall be deemed to have been awarded and to have vested in two-thirds of the minimum annual Performance Share grant(s) provided for in Section 4(c) to which he is otherwise entitled and for which a Performance Share grant has not otherwise been made. Employee shall receive a cash payment with respect to all such Performance Shares valued pursuant to the valuation mechanism provided in the Performance Share Plan (which provides a mechanism for determining the number of Performance Shares and the price per share) as applicable to Performance Shares outstanding at the Effective Time and Performance Shares granted subsequent to the Effective Time, respectively. If the performance cycle includes at least one completed year, the payout for each such completed year shall be based on the actual results for the completed year(s) and 100% will be used for uncompleted years; or if the performance cycle does not include any completed years, 100% payout. The value which is obtained by multiplying the number of Performance Shares determined under (x), (y) and (z) above by, the applicable share price determined under the valuation mechanism in the Performance Share Plan at the time of the termination will be increased with interest at 8% per year, compounded semi-annually, from the date of termination to the date of payment. Such cash payment shall be made within five (5) days after the end of the Restricted Period (as defined in Section 7(b)). Such cash payment shall be forfeited in the event Employee breaches his obligations under Section 7(b) and (c) of this Agreement.

Termination by Company without Cause; Termination by Employee for Good Reason. (i) During other than incident to a Change in Control). If Employee’s employment with the Term. If, during Company is terminated by the Term, Company should terminate Employee's employment without Cause (as defined below), or if by the Employee should terminate his employment for Good Reason in accordance with Section 6.c hereof (as defined belowother than incident to a Change in Control), Company then Employee (or Employee’s estate or beneficiaries, as the case may be) shall pay receive payment of the Accrued Obligations and the following Severance Payments, subject to Employee timely entering into the Severance Agreement: (A) the Incentive Bonus to which Employee would have been entitled under Section 4.b of this Agreement had Employee remained employed with the Company through the end of the calendar year in which the Termination Date occurs, as if Employee had continued employment with the Company through the date on which such Incentive Bonus would have been paid, calculated assuming achievement of One Hundred Percent (100%) of the performance targets of such Incentive Bonus for the applicable fiscal year, prorated through the Termination Date; (B) payment of an amount equal to two times the lesser of: (1) One Hundred Percent (100%) of the sum of (A) Employee's annual base salary at the rate in effect immediately prior to the date of termination and (B) the average annual bonus payable ’s then-effective Base Salary that would have be paid to Employee for through the two end of the Employment Term (or then-applicable Renewed Term) had Employee’s employment with the Company not ceased; and (2) years immediately prior to Twelve (12) months of the year during which termination occurred Employee’s then-effective Base Salary; (C) acceleration of the "Severance Payment"). The Severance Payment, which shall be in lieu vesting of any amount payable that portion of all outstanding Service-Based Awards granted to Employee under the Company's Severance Policy Equity Plan that would have vested within Twelve (12) months following the Termination Date but for Senior Management, shall be payable in monthly installments over the Restricted Period (as defined in Section 7(b) below). Notwithstanding any provision cessation of Employee’s employment with the Performance Share Plan to the contrary, in the event the Employee's employment is terminated pursuant to this Section 6(a)(i), (x) all Performance Shares then outstanding shall vest pro rata in proportion to the percentage of the performance cycle for such Performance Shares during which Employee was employed by Company, (y) Employee shall vest in two-thirds of such Performance Shares that are then outstanding which have not vested pursuant to clause (x), and (z) Employee such Equity Awards shall be deemed to have been awarded and to have vested in two-thirds immediately as of the minimum annual Performance Share grant(s) provided for in Section 4(c) to which he is otherwise entitled and for which a Performance Share grant has not otherwise been made. Employee shall receive a cash payment with respect to all such Performance Shares valued pursuant to the valuation mechanism provided in the Performance Share Plan (which provides a mechanism for determining the number of Performance Shares and the price per share) as applicable to Performance Shares outstanding at the Effective Time and Performance Shares granted subsequent to the Effective Time, respectively. If the performance cycle includes at least one completed year, the payout for each such completed year shall be based on the actual results for the completed year(s) and 100% will be used for uncompleted yearsTermination Date; or if the performance cycle does not include any completed years, 100% payout. The value which is obtained by multiplying the number of Performance Shares determined under (x), (y) and (zD) above by, continuation of the applicable share price determined vesting of all outstanding Performance-Based Awards granted to Employee under the valuation mechanism in Equity Plan as if Employee’s employment with the Performance Share Plan at the time of the termination will be increased with interest at 8% per year, compounded semi-annually, from the date of termination Company had not ceased prior to the date of payment. Such cash payment shall be made within five (5) days after the end of the Restricted Period applicable performance period with such vesting calculated based on actual performance; provided, however, if the applicable performance period is extended or the vesting or performance conditions are materially changed to Employee’s detriment or the Company fails to certify the performance achievement with respect to any such outstanding Performance-Based Awards within Sixty (as defined in Section 7(b)). Such cash payment shall be forfeited in 60) days following the end of the applicable performance period, then such Performance-Based Awards will vest immediately upon the occurrence of any such event Employee breaches his obligations under Section 7(b) and (c) assuming achievement of this Agreementthe maximum level of performance.