Common use of Termination for Cause or Without Good Reason Clause in Contracts

Termination for Cause or Without Good Reason. In the event that the Term and Employee’s employment hereunder is terminated by Employer for Cause or by Employee without Good Reason, then Employer shall have no further obligations to Employee under this Agreement, other than (a) accrued and unpaid Base Salary through the date of termination of employment, (b) reimbursement, within thirty (30) days following submission by Employee to Employer of appropriate supporting documentation, for any unreimbursed business expenses properly incurred by Employee in accordance with Employer’s policy prior to the date of Employee’s termination of employment; provided claims for such reimbursement (accompanied by appropriate supporting documentation) are submitted to Employer within ninety (90) days following the date of Employee’s termination of employment, (c) all amounts and benefits then or thereafter due to Employee under the applicable terms of any applicable plan, program, award, agreement or arrangement (including any equity or equity-based plan, program, award, agreement or arrangement) of any member of the Employer Group in accordance with the terms and conditions of any such plan, program, award, agreement or arrangement, and (d) notwithstanding anything herein or in any bonus or incentive agreement, arrangement, plan, policy or program to the contrary, the payment by Employer of the aggregate amount of unpaid Annual Bonuses, if applicable, in respect of any fiscal year preceding the fiscal year in which the termination of employment occurs. Such amounts in clause 4.7(a) shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination of employment and the amounts in clause 4.7(d) shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination other than with respect to any Annual Bonus in respect of the year immediately prior to the year in which the termination occurs, which Annual Bonus will be paid at such time as such Annual Bonus is otherwise paid to similarly situated senior executives, but in no event later than March 15 of the year of termination. In the event of any termination of the Term and Employee’s employment hereunder by Employer for Cause or by Employee for Good Reason, Employee shall no longer hold any positions with the Employer Group effective as of the date of such termination of employment.

Termination for Cause or Without Good Reason. In the event that the Term and Employee’s employment hereunder is terminated by Employer for Cause or by Employee without Good Reason, prior to the third anniversary of the Effective Date, then Employer shall have no further obligations to Employee under this Agreement, other than (a) accrued and unpaid Base Salary through the date of termination of employment, (b) reimbursement, within thirty (30) days following submission by Employee to Employer of appropriate supporting documentation, for any unreimbursed business expenses properly incurred by Employee in accordance with Employer’s policy prior to the date of Employee’s termination of employment; provided claims for such reimbursement (accompanied by appropriate supporting documentation) are submitted to Employer within ninety (90) days following the date of Employee’s termination of employment, (c) all amounts and benefits then or thereafter due to Employee under the applicable terms of any applicable plan, program, award, agreement or arrangement (including any equity or equity-based plan, program, award, agreement or arrangement) of any member of the Employer Group in accordance with the terms and conditions of any such plan, program, award, agreement or arrangement, and (d) notwithstanding anything herein or in any bonus or incentive agreement, arrangement, plan, policy or program to the contrary, the payment by Employer of the aggregate amount of unpaid Annual Bonuses, if applicable, in respect of any fiscal year preceding the fiscal year in which the termination of employment occurs. Such amounts in clause 4.7(a) shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination of employment and the amounts in clause 4.7(d) shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination other than with respect to any Annual Bonus in respect of the year immediately prior to the year in which the termination occurs, which Annual Bonus will be paid at such time as such Annual Bonus is otherwise paid to similarly situated senior executives, but in no event later than March 15 of the year of termination, or as otherwise required by applicable law. In the event of any termination of the Term and Employee’s employment hereunder by Employer for Cause or by Employee for without Good Reason, Employee shall no longer hold any positions with the Employer Group effective as of the date of such termination of employment.

Termination for Cause or Without Good Reason. In Upon the event that effective date of a termination of the Term and EmployeeExecutive’s employment hereunder is terminated under this Agreement by Employer the Company for Cause pursuant to Section 7(a) or a termination of the Executive’s employment by Employee the Executive without Good ReasonReason pursuant to Section 7(d), then Employer neither the Executive nor the Executive’s beneficiaries or estate shall have no any further obligations to Employee rights under this Agreement or any claims against the Company or any of its Affiliates arising out of this Agreement, other than except the right to receive, within 30 days after the effective date of such termination (aor such earlier period as may be required by applicable law): (i) the unpaid portion of the Base Salary provided for in Section 4, computed on a prorata basis to the effective date of such termination; (ii) any accrued and unpaid Base Salary through the date of termination of employment, (b) reimbursement, within thirty (30) days following submission by Employee to Employer of appropriate supporting documentation, cash bonus for any unreimbursed business completed fiscal year to the extent Executive was covered by an applicable bonus plan and the applicable performance criteria were satisfied; (iii) reimbursement for any expenses properly incurred by Employee in accordance with Employer’s policy prior the Executive up to the date of Employee’s termination of employment; provided claims for such reimbursement (accompanied by appropriate supporting documentation) are submitted to Employer within ninety (90) days following the date of Employee’s termination of employment, (c) all amounts and benefits then or thereafter due to Employee under the applicable terms of any applicable plan, program, award, agreement or arrangement (including any equity or equity-based plan, program, award, agreement or arrangement) of any member of the Employer Group in accordance with the terms and conditions of any such plan, program, award, agreement or arrangement, and (d) notwithstanding anything herein or in any bonus or incentive agreement, arrangement, plan, policy or program to the contrary, the payment by Employer of the aggregate amount of unpaid Annual Bonuses, if applicable, in respect of any fiscal year preceding the fiscal year in which the termination of employment occurs. Such amounts in clause 4.7(a) shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination of employment and the amounts in clause 4.7(d) shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination other than with respect to any Annual Bonus in respect of the year immediately prior to the year in which the termination occurs, which Annual Bonus will be paid at such time as such Annual Bonus is otherwise paid to similarly situated senior executives, but in no event later than March 15 of the year of termination. In the event of any termination of the Term and Employee’s employment hereunder by Employer for Cause or by Employee for Good Reason, Employee shall no longer hold any positions with the Employer Group effective as of the date of such termination of employmentemployment and with respect to which the Executive shall not have theretofore been reimbursed, as provided in Section 5; and (iv) the unpaid portion of any amounts earned by the Executive prior to the effective date of such termination or that are otherwise payable pursuant to any employee benefit plan or program in which the Executive participated during the Employment Period (including any accrued and unused or unpaid vacation benefits that may be earned by or due to the Executive as of the effectiveness of such termination in accordance with the Company’s policy in effect at the effective time of such termination); provided, however, that the Executive shall not be entitled to receive any benefits under any such employee benefit plan or program that have accrued during any period if the terms of such plan or program require that the beneficiary be employed by the Company as of the end of any period ending on or after the effective date of such termination.

Termination for Cause or Without Good Reason. In the event that the Term and Employee’s If (i) Executive is terminated for Cause pursuant to Section 6(a)(iii)(i-iii) above, or (ii) Executive shall voluntarily terminate his employment hereunder is terminated by Employer for Cause or by Employee without Good ReasonReason pursuant to Section 6(b)(ii) above, then Employer the Employment Period shall have no further obligations terminate as of the effective date set forth in the written notice of such termination (the "Termination Date") and Executive shall be entitled to Employee under this Agreement, other than (a) accrued and unpaid receive only his Base Salary through at the date of termination of employment, (b) reimbursement, within thirty (30) days following submission rate then in effect until the Termination Date and any outstanding stock options held by Employee to Employer of appropriate supporting documentation, for any unreimbursed business expenses properly incurred by Employee in accordance with Employer’s policy prior to the date of Employee’s termination of employment; provided claims for such reimbursement (accompanied by appropriate supporting documentation) are submitted to Employer within ninety (90) days following the date of Employee’s termination of employment, (c) all amounts and benefits then or thereafter due to Employee under the applicable terms of any applicable plan, program, award, agreement or arrangement (including any equity or equity-based plan, program, award, agreement or arrangement) of any member of the Employer Group Executive shall expire in accordance with the terms and conditions of any such plan, program, award, the stock option plan or option agreement or arrangement, and under which the stock options were granted. (di) notwithstanding anything herein or in any bonus or incentive agreement, arrangement, plan, policy or program If Executive is terminated for Cause pursuant to Section 6(a)(iii)(iv) above during the contraryfirst eighteen months of this Agreement, the payment by Employer shall pay within thirty days after the termination, an amount equal to Executive's annual Base Salary (at the rate in effect on the date of his termination) and annual performance bonus (based on the aggregate amount of unpaid Annual Bonusespaid in the preceding year or, if applicablethe termination takes place prior to a bonus having been previously paid, in respect the sum of $150,000.00). Further (i) any fiscal year preceding unexercised stock options shall remain exercisable until the fiscal year in earlier of (A) the date on which the termination term of employment occurs. Such amounts in clause 4.7(asuch stock options otherwise would have expired or (B) shall be paid in a lump sum within thirty (30) days the second January 1 after the date of Employee’s termination the Executive's termination; and (ii) any unvested stock options shall vest and any restricted shares shall vest just as if the Executive were employed through his next anniversary and without regard to the performance requirements set forth in Section 3(d) of this Agreement. (ii) If in the opinion of tax counsel selected by the Executive and reasonably acceptable to the Employer, the Executive has or will receive any compensation (including without limitation as a result of the accelerated vesting of equity awards) or recognize any income (whether or not pursuant to this Agreement or any plan or other arrangement of the Employer and whether or not the Employment Period or the Executive's employment with the Employer has terminated) which will constitute an "excess parachute payment" within the meaning of Section 280(G)(b)(l) of the Internal Revenue Code (the "Code") (or for which a tax is otherwise payable under Section 4999 of the Code or any successor provision thereto), then the Employer shall pay the Executive an additional amount (the "Additional Amount") equal to the sum of (i) all taxes payable by the Executive under Section 4999 of the Code with respect to all such excess parachute payments and the amounts in clause 4.7(dany such Additional Amount, plus (ii) shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination other than all federal, state and local income taxes payable by Executive with respect to any Annual Bonus in respect of such Additional Amount. Any amounts payable pursuant to this paragraph shall be paid by the year immediately prior Employer to the year in which Executive within thirty days of each written request therefor made by the termination occurs, which Annual Bonus will be paid at such time as such Annual Bonus is otherwise paid to similarly situated senior executives, but in no event later than March 15 of the year of termination. In the event of any termination of the Term and Employee’s employment hereunder by Employer for Cause or by Employee for Good Reason, Employee shall no longer hold any positions with the Employer Group effective as of the date of such termination of employmentExecutive.

Termination for Cause or Without Good Reason. In If the event that the Term and Employee’s employment hereunder is shall be terminated by Employer the Company for Cause or by the Employee without Good Reason, then Employer the Employee shall have no further obligations to Employee under this Agreement, other than receive from the Company: (a) accrued and any earned but unpaid Base Salary through the date Date of termination of employmentTermination, paid in accordance with the Company’s standard payroll practices; (b) reimbursement, within thirty (30) days following submission by Employee to Employer of appropriate supporting documentation, reimbursement for any unreimbursed business expenses properly incurred by Employee and paid in accordance with Employer’s policy prior to Section 4(f) through the date Date of Employee’s termination of employmentTermination; provided claims for such reimbursement (accompanied by appropriate supporting documentation) are submitted to Employer within ninety (90) days following the date of Employee’s termination of employment, (c) all amounts payment for any accrued but unused vacation time in accordance with Company policy; (d) such vested accrued benefits, and benefits then or thereafter due other payments, if any, as to which the Employee under the applicable terms of any applicable plan(and his eligible dependents) may be entitled under, program, award, agreement or arrangement (including any equity or equity-based plan, program, award, agreement or arrangement) of any member of the Employer Group and in accordance with the terms and conditions of any such plan, program, award, agreement or arrangement, and (d) notwithstanding anything herein or in any bonus or incentive agreement, arrangement, plan, policy or program to the contraryof, the payment by Employer employee benefit arrangements, plans and programs of the aggregate amount Company as of the Date of Termination, other than any severance pay plan; (e) any unpaid Annual BonusesAcquisition Payment and any Acquisition Payment with respect to any Acquisition that closes within 90 days of the Date of Termination, if applicable, in respect of any fiscal year preceding the fiscal year in which the termination of employment occurs. Such amounts in clause 4.7(awith such Acquisition Payment(s) shall to be paid in a lump sum made within thirty ten (3010) days after the date closing of Employee’s termination each such Acquisition ((a) though (e), the “Amounts and Benefits”); and (f) all vested Award Shares or, if the Award has not theretofore been granted, the vested portion of employment the Alternate Payment, and the amounts in clause 4.7(d) Company shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination other than have no further obligation with respect to this Agreement other than as provided in Section 8 of this Agreement. In addition, any Annual Bonus in respect portion of the year immediately prior to Award or the year in which Alternate Payment, as the termination occurscase may be, which Annual Bonus will that remains unvested on the Date of Termination shall be paid at such time as such Annual Bonus is otherwise paid to similarly situated senior executives, but in no event later than March 15 of the year of termination. In the event of any termination of the Term and Employee’s employment hereunder by Employer for Cause or by Employee for Good Reason, Employee shall no longer hold any positions with the Employer Group effective forfeited as of the date Date of such termination of employmentTermination.

Termination for Cause or Without Good Reason. In (a) If the event that the Term and EmployeeExecutive’s employment hereunder is terminated by Employer the Company for Cause or by Employee the Executive without Good ReasonReason (as defined below), then Employer the Executive shall have no further obligations be entitled to Employee under this Agreementreceive (collectively, other than the “Accrued Amounts”): (ai) any accrued and but unpaid Base Salary through and accrued but unused vacation which shall be paid on the pay date immediately following the date of the Executive’s termination in accordance with the Company’s customary payroll procedures; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the date of employmentthe Executive’s termination, which shall be paid on the otherwise applicable payment date for such bonus; provided that, if the Executive’s employment is terminated by the Company for Cause, then any such earned but unpaid Annual Bonus shall be forfeited; (biii) reimbursement, within thirty (30) days following submission by Employee to Employer of appropriate supporting documentation, reimbursement for any unreimbursed business expenses properly incurred by Employee the Executive, which shall be subject to and paid in accordance with Employerthe Company’s policy prior expense reimbursement policy; (iv) other payments and benefits described in this Agreement that are not conditioned on continuing employment (such as indemnification rights and liability insurance); and (v) such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s Employee Benefit Plans as of the date of Employeethe Executive’s termination of employmenttermination; provided claims for such reimbursement (accompanied by appropriate supporting documentation) are submitted that, in no event shall the Executive be entitled to Employer within ninety (90) days following any cash payments in the date nature of Employee’s severance or termination of employmentpayments except as specifically provided herein or the KEESA. Except as otherwise provided herein, (c) all amounts and benefits then or thereafter due to Employee under the applicable terms treatment of any applicable plan, program, award, agreement or arrangement (including any outstanding equity or equity-based plan, program, award, agreement or arrangement) of any member of the Employer Group awards shall be determined in accordance with the terms of the 2018 Incentive Plan, or any successor plan under which the awards were granted, and conditions the applicable award agreements. (b) For purposes of this Agreement, and except as otherwise provided in the KEESA, “Cause” shall mean any of the following, as determined by the Company in its reasonable judgement, exercised in good faith: (i) the Executive’s willful and material failure to perform or gross negligence in the performance of his duties (other than any such failure resulting from his incapacity due to physical or mental illness); (ii) the Executive’s willful and material failure to comply with any valid and legal directive of the Board; (iii) the Executive’s engagement in dishonesty, illegal conduct, or misconduct, whether or not related to the Executive’s employment with the Company and including any acts that occurred prior to the Effective Date of this Agreement, in each case which the Compensation Committee reasonably determines has or could cause material financial or reputational harm to the Company or its affiliates; (iv) the Executive’s embezzlement, misappropriation, or fraud, whether or not related to the Executive’s employment with the Company, or theft of Company property; (v) the Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude; (vi) the Executive’s material breach of any such planmaterial obligation under this Agreement or any other material obligation under any written agreement between the Executive and the Company; or (vii) any material failure by the Executive to comply with the material provisions of the Company’s written policies or rules (as they may be in effect from time to time during the Employment Term), program, award, agreement or arrangement, and (d) notwithstanding anything herein or in including any bonus or incentive agreement, arrangement, plan, material policy or program rule contained in the Company Code of Business Conduct and Ethics, provided the Executive has been provided such policies or rules in advance of such failure. For purposes of this Section 4(b), none of the Executive’s acts or failures to act shall be considered “willful” unless the Executive acts, or fails to act, in bad faith or without reasonable belief that the action or failure to act was in the best interests of the Company. The Executive’s actions, or failures to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the advice of counsel for the Company shall be conclusively presumed to be in good faith and in the best interests of the Company. To terminate the Executive’s employment for Cause, the Board must provide written notice to the contrary, the payment by Employer Executive of the aggregate amount existence of unpaid Annual Bonuses, if applicable, in respect of any fiscal year preceding the fiscal year in which the circumstances providing grounds for termination of employment occurs. Such amounts in clause 4.7(a) shall be paid in a lump sum for Cause within thirty sixty (3060) days after its initial knowledge of the date existence of Employee’s termination of employment and such grounds, and, except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, the amounts in clause 4.7(dExecutive shall have fifteen (15) shall be paid in a lump sum within thirty (30) business days after the date delivery of Employee’s written notice by the Board within which to cure any acts constituting Cause. If such failure, breach or refusal is timely cured, it shall not constitute grounds for a termination other than with respect to for Cause. (c) For purposes of this Agreement, “Good Reason” shall mean the occurrence of any Annual Bonus in respect of the year immediately following, in each case during the Employment Term without the Executive’s prior to the year in which the termination occurs, which Annual Bonus will be paid at such time as such Annual Bonus is otherwise paid to similarly situated senior executives, but in no event later than March 15 of the year of termination. In the event of any termination of the Term and Employee’s employment hereunder by Employer for Cause or by Employee for Good Reason, Employee shall no longer hold any positions with the Employer Group effective as of the date of such termination of employment.written consent:

Termination for Cause or Without Good Reason. In the event that the Term and Employee’s employment hereunder is terminated by Employer for Cause or by Employee without Good Reason, then Employer shall have no further obligations to Employee under this Agreement, other than (a) accrued and unpaid Base Salary through the date of termination of employment, (b) reimbursement, within thirty (30) days following submission by Employee to Employer of appropriate supporting documentation, for any unreimbursed business expenses properly incurred by Employee in accordance with Employer’s policy prior to the date of Employee’s termination of employment; provided claims for such reimbursement (accompanied by appropriate supporting documentation) are submitted to Employer within ninety (90) days following the date of Employee’s termination of employment, (c) all amounts and benefits then or thereafter due to Employee under the applicable terms of any applicable plan, program, award, agreement or arrangement (including any equity or equity-based plan, program, award, agreement or arrangement) of any member of the Employer Group in accordance with the terms and conditions of any such plan, program, award, agreement or arrangement, and (d) notwithstanding anything herein or except in any bonus or incentive agreementthe event that Employee’s employment is terminated by the Employer for Cause, arrangement, plan, policy or program solely to the contrary, the payment extent elected by Employer following the date of the aggregate amount of unpaid Annual Bonuses, if applicable, in respect of any fiscal year preceding the fiscal year in which the termination of employment occursin accordance with Section 7.3, the Supplemental Payment (as defined below). Such amounts in clause 4.7(a4.8(a) shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination of employment and the amounts in clause 4.7(d) shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination other than with respect to any Annual Bonus in respect of the year immediately prior to the year in which the termination occurs, which Annual Bonus will be paid at such time as such Annual Bonus is otherwise paid to similarly situated senior executives, but in no event later than March 15 of the year of terminationemployment. In the event of any termination of the Term and Employee’s employment hereunder by Employer for Cause or by Employee for Good Reason, Employee shall no longer hold any positions with the Employer Group effective as of the date of such termination of employment.without Good

Termination for Cause or Without Good Reason. In the event that the Term and Employee’s employment hereunder is terminated by Employer for Cause or by Employee without Good Reason, then Employer shall have no further obligations to Employee under this Agreement, other than (a) accrued and unpaid Base Salary through the date of termination of employment, (b) reimbursement, within thirty (30) days following submission by Employee to Employer of appropriate supporting documentation, for any unreimbursed business expenses properly incurred by Employee in accordance with Employer’s policy prior to the date of Employee’s termination of employment; provided provided, that claims for such reimbursement (accompanied by appropriate supporting documentation) are submitted to Employer within ninety (90) days following the date of Employee’s termination of employment, and (c) all amounts and benefits then or thereafter due to Employee under the applicable terms of any applicable plan, program, award, agreement or arrangement (including any equity or equity-based plan, program, award, agreement or arrangement) of any member of the Employer Group in accordance with the terms and conditions of any such plan, program, award, agreement or arrangement, and (d) notwithstanding anything herein or in any bonus or incentive agreement, arrangement, plan, policy or program to the contrary, the payment by Employer of the aggregate amount of unpaid Annual Bonuses, if applicable, in respect of any fiscal year preceding the fiscal year in which the termination of employment occurs. Such amounts in clause 4.7(a4.8(a) shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination of employment and the amounts in clause 4.7(d) shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination other than with respect to any Annual Bonus in respect of the year immediately prior to the year in which the termination occurs, which Annual Bonus will be paid at such time as such Annual Bonus is otherwise paid to similarly situated senior executives, but in no event later than March 15 of the year of terminationemployment. In the event of any termination of the Term and Employee’s employment hereunder by Employer for Cause or by Employee for without Good Reason, Employee shall no longer hold any positions with the Employer Group effective as of the date of such termination of employment.

Termination for Cause or Without Good Reason. In the event that the Term and Employee(a) Executive’s employment hereunder is may be terminated by Employer Company immediately for Cause or by Employee Executive without Good ReasonReason upon 30 days’ written notice to Company, then Employer shall have no further obligations in which case Executive will be entitled to Employee under this Agreementreceive: (i) any accrued, other than (a) accrued and unpaid Base Salary and accrued, unused vacation or other paid time off through the Termination Date, which shall be paid on Company’s regular payroll date of termination of employmentimmediately following the Termination Date in accordance with Company’s customary payroll procedures; (ii) any earned, unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Date, which will be paid on the otherwise applicable payment date; (biii) reimbursement, within thirty (30) days following submission by Employee to Employer of appropriate supporting documentation, reimbursement for any unreimbursed business expenses properly incurred by Employee in accordance with EmployerCompany’s policy prior expense reimbursement policy; and (iv) such employee benefits, if any, as to which Executive may be entitled under Company’s Employee Benefit Plans as of the date of Employee’s termination of employment; provided claims for such reimbursement (accompanied by appropriate supporting documentation) Termination Date. These above items are submitted referred to Employer within ninety (90) days following collectively as the date of Employee’s termination of employment, (c) all amounts and benefits then or thereafter due to Employee under the applicable terms “Accrued Amounts.” The treatment of any applicable plan, program, award, agreement or arrangement (including any outstanding equity or equity-based plan, program, award, agreement or arrangement) of any member of the Employer Group awards will be determined in accordance with the terms Equity Documents. (b) For purposes of this Agreement, “Cause” will mean: (i) any action by Executive which has or is reasonably expected to have a material adverse effect on Company; (ii) Executive’s willful failure to perform her material duties (other than any such failure resulting from incapacity due to physical or mental illness); (iii) use of alcohol or drugs which materially interferes with the performance of Executive’s duties and conditions obligations under this Agreement; or (iv) material breach of a material term of this Agreement or any material policy of Company, including its anti-harassment policy. Cause will not exist unless the Board has provided written notice to Executive of the existence of the circumstances constituting Cause, and if such grounds are curable, Executive has had at least 15 calendar days to cure. Termination of Executive's employment will not be deemed to be for Cause until Company delivers to Executive a copy of a resolution duly adopted by a vote of not less than a majority of the Board (after written notice is provided to Executive and Executive is given an opportunity, with counsel, to be heard before the Board), finding that Executive has engaged in the conduct described. (c) For purposes of this Agreement, “Good Reason” will mean the occurrence of any such plan, program, award, agreement or arrangement, and (d) notwithstanding anything herein or in any bonus or incentive agreement, arrangement, plan, policy or program to the contrary, the payment by Employer of the aggregate amount of unpaid Annual Bonuses, if applicable, in respect of any fiscal year preceding the fiscal year in which the termination of employment occurs. Such amounts in clause 4.7(a) shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination of employment and the amounts in clause 4.7(d) shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination other than with respect to any Annual Bonus in respect of the year immediately prior to the year in which the termination occurs, which Annual Bonus will be paid at such time as such Annual Bonus is otherwise paid to similarly situated senior executives, but in no event later than March 15 of the year of termination. In the event of any termination of the Term and Employee’s employment hereunder by Employer for Cause or by Employee for Good Reason, Employee shall no longer hold any positions with the Employer Group effective as of the date of such termination of employment.following:

Termination for Cause or Without Good Reason. In the event that the Term and Employee’s employment hereunder is terminated by Employer for Cause or by Employee without Good Reason, prior to December 31, 2027, then Employer shall have no further obligations to Employee under this Agreement, other than (a) accrued and unpaid Base Salary through the date of termination of employment, (b) reimbursement, within thirty (30) days following submission by Employee to Employer of appropriate supporting documentation, for any unreimbursed business expenses properly incurred by Employee in accordance with Employer’s policy prior to the date of Employee’s termination of employment; provided claims for such reimbursement (accompanied by appropriate supporting documentation) are submitted to Employer within ninety (90) days following the date of Employee’s termination of employment, (c) all amounts and benefits then or thereafter due to Employee under the applicable terms of any applicable plan, program, award, agreement or arrangement (including any equity or equity-based plan, program, award, agreement or arrangement) of any member of the Employer Group in accordance with the terms and conditions of any such plan, program, award, agreement or arrangement, and (d) notwithstanding anything herein or in any bonus or incentive agreement, arrangement, plan, policy or program to the contrary, the payment by Employer of the aggregate amount of unpaid Annual Bonuses, if applicable, in respect of any fiscal year preceding the fiscal year in which the termination of employment occurs. Such amounts in clause 4.7(a4.8(a) shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination of employment employment, or as otherwise required by applicable law, and the amounts in clause 4.7(d4.8(d) shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination other than with respect to any Annual Bonus in respect of the year immediately prior to the year in which the termination occurs, which Annual Bonus will be paid at such time as annual bonuses with respect to such Annual Bonus is otherwise year are paid to similarly situated senior executives, but in no event later than March 15 of the year of following Employee’s termination. In the event of any termination of the Term and Employee’s employment hereunder by Employer for Cause or by Employee for without Good Reason, Employee shall no longer hold any positions with the Employer Group effective as of the date of such termination of employment.

Termination for Cause or Without Good Reason. In the event that the Term and Employee’s employment hereunder is terminated by Employer for Cause or by Employee without Good Reason, prior to the first anniversary of the Effective Date, then Employer shall have no further obligations to Employee under this Agreement, other than (a) accrued and unpaid Base Salary through the date of termination of employment, (b) reimbursement, within thirty (30) days following submission by Employee to Employer of appropriate supporting documentation, for any unreimbursed business expenses properly incurred by Employee in accordance with Employer’s policy prior to the date of Employee’s termination of employment; provided claims for such reimbursement (accompanied by appropriate supporting documentation) are submitted to Employer within ninety (90) days following the date of Employee’s termination of employment, (c) all amounts and benefits then or thereafter due to Employee under the applicable terms of any applicable plan, program, award, agreement or arrangement (including any equity or equity-based plan, program, award, agreement or arrangement) of any member of the Employer Group in accordance with the terms and conditions of any such plan, program, award, agreement or arrangement, and (d) notwithstanding anything herein or in any bonus or incentive agreement, arrangement, plan, policy or program to the contrary, the payment by Employer of the aggregate amount of unpaid Annual Bonuses, if applicable, in respect of any fiscal year preceding the fiscal year in which the termination of employment occursBonus. Such amounts in clause 4.7(a) shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination of employment and the amounts in clause 4.7(d) shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination other than with respect to any Annual Bonus in respect of the year immediately prior to the year in which the termination occurs, which Annual Bonus will be paid at such time as such the Annual Bonus is otherwise paid to similarly situated senior executives, but in no event later than March 15 of the year of termination, or as otherwise required by applicable law. In the event of any termination of the Term and Employee’s employment hereunder by Employer for Cause or by Employee for without Good Reason, Employee shall no longer hold any positions with the Employer Group effective as of the date of such termination of employment.

Termination for Cause or Without Good Reason. In the event that the The Term and Employeethe Executive’s employment hereunder is may be terminated by Employer the Company for Cause or by Employee the Executive without Good Reason. If the Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason, then Employer the Executive shall have no further obligations be entitled to Employee under this Agreement, other than receive: (ai) any accrued and but unpaid Base Salary through up to the Termination Date and any accrued but unused vacation as of the Termination Date, which shall be paid on the pay date of termination of employmentimmediately following the Termination Date (as defined in Section 4(f)) in accordance with the Company’s customary payroll procedures; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date; provided that, if the Executive’s employment is terminated by the Company for Cause, then any such accrued but unpaid Annual Bonus shall be forfeited; (biii) reimbursement, within thirty (30) days following submission by Employee to Employer of appropriate supporting documentation, reimbursement for any unreimbursed business expenses properly incurred by Employee the Executive on or before the Termination Date, which shall be subject to and paid in accordance with Employerthe Company’s policy prior expense reimbursement policy; (iv) such employee benefits, if any, as to which the date Executive may be entitled under the Employee Benefit Plans as of Employee’s termination of employmentthe Termination Date; provided claims for such reimbursement that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments pursuant to this Agreement except as specifically provided herein; and (accompanied by appropriate supporting documentationv) are submitted any earned but unpaid LTIA, subject to Employer within ninety (90) days following the date of Employee’s termination of employment, (c) all amounts and benefits then or thereafter due to Employee under the applicable terms of any applicable plan, program, award, agreement or arrangement (including any equity or equity-based plan, program, award, agreement or arrangement) of any member of the Employer Group in accordance with the terms and conditions of any such plan, program, award, agreement or arrangement, and (d) notwithstanding anything herein or in any bonus or incentive agreement, arrangement, plan, policy or program to the contrary, the payment by Employer of the aggregate amount of unpaid Annual Bonuses, if applicable, in respect of any fiscal year preceding the fiscal year in which the termination of employment occurs. Such amounts in clause 4.7(a) shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination of employment LTIA and the amounts in clause 4.7(dIncentive Plan (Section 4(a)(i) shall be paid in a lump sum within thirty (30through Section 4(a)(v) days after are referred to herein collectively as the date of Employee’s termination other than with respect to any Annual Bonus in respect of the year immediately prior to the year in which the termination occurs, which Annual Bonus will be paid at such time as such Annual Bonus is otherwise paid to similarly situated senior executives, but in no event later than March 15 of the year of termination. In the event of any termination of the Term and Employee’s employment hereunder by Employer for Cause or by Employee for Good Reason, Employee shall no longer hold any positions with the Employer Group effective as of the date of such termination of employment“Accrued Amounts”).

Termination for Cause or Without Good Reason. In the event that the Term and Employee(a) Executive’s employment hereunder is may be terminated by Employer Company immediately for Cause or by Employee Executive without Good ReasonReason upon 30 days’ written notice to Company, then Employer shall have no further obligations in which case Executive will be entitled to Employee under this Agreementreceive: (i) any accrued, other than (a) accrued and unpaid Base Salary and accrued, unused vacation or other paid time off through the Termination Date, which shall be paid on Company’s regular payroll date of termination of employmentimmediately following the Termination Date in accordance with Company’s customary payroll procedures; (ii) any earned, unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Date, which will be paid on the otherwise applicable payment date; (biii) reimbursement, within thirty (30) days following submission by Employee to Employer of appropriate supporting documentation, reimbursement for any unreimbursed business expenses properly incurred by Employee in accordance with EmployerCompany’s policy prior expense reimbursement policy; and (iv) such employee benefits, if any, as to which Executive may be entitled under Company’s Employee Benefit Plans as of the date of Employee’s termination of employment; provided claims for such reimbursement (accompanied by appropriate supporting documentation) Termination Date. These above items are submitted referred to Employer within ninety (90) days following collectively as the date of Employee’s termination of employment, (c) all amounts and benefits then or thereafter due to Employee under the applicable terms “Accrued Amounts.” The treatment of any applicable plan, program, award, agreement or arrangement (including any outstanding equity or equity-based plan, program, award, agreement or arrangement) of any member of the Employer Group awards will be determined in accordance with the terms Equity Documents. (b) For purposes of this Agreement, “Cause” will mean: (i) any action by Executive which has or is reasonably expected to have a material adverse effect on Company; (ii) Executive’s willful failure to perform his material duties (other than any such failure resulting from incapacity due to physical or mental illness); (iii) use of alcohol or drugs which materially interferes with the performance of Executive’s duties and conditions obligations under this Agreement; or (iv) material breach of a material term of this Agreement or any material policy of Company, including its anti-harassment policy. Cause will not exist unless the Board has provided written notice to Executive of the existence of the circumstances constituting Cause, and if such grounds are curable, Executive has had at least 15 calendar days to cure. Termination of Executive's employment will not be deemed to be for Cause until Company delivers to Executive a copy of a resolution duly adopted by a vote of not less than a majority of the Board (after written notice is provided to Executive and Executive is given an opportunity, with counsel, to be heard before the Board), finding that Executive has engaged in the conduct described. (c) For purposes of this Agreement, “Good Reason” will mean the occurrence of any such planof the following: (i) a reduction in Executive’s Base Salary without Executive’s written consent, program, award, other than a general reduction in Base Salary that affects all similarly situated executives in substantially the same proportions; (ii) a reduction in Executive’s Target Bonus opportunity from any Target Bonus opportunity in effect for the prior fiscal year without Executive’s written consent; (iii) a relocation of Executive’s principal place of employment by more than 50 miles without Executive’s written consent; (iv) Company's failure to obtain an agreement or arrangement, from any successor to assume and (d) notwithstanding anything herein or agree to perform this Agreement in any bonus or incentive agreement, arrangement, plan, policy or program the same manner and to the contrarysame extent that Company would be required to perform if no succession had taken place, except where such assumption occurs by operation of law; (v) any material breach by Company of any material provision of this Agreement or any material provision of any other agreement between Executive and Company (including, for the avoidance of doubt, the payment Equity Documents); (vi) a material, adverse change in Executive’s title, authority, duties or responsibilities (other than temporarily while Executive is physically or mentally incapacitated or as required by Employer applicable law) without Executive’s written consent; or (vii) a material adverse change in the reporting structure applicable to Executive without Executive’s written consent. Executive may not terminate his employment for Good Reason unless Executive has provided written notice to Company of the aggregate amount existence of unpaid Annual Bonuses, if applicable, in respect the circumstances constituting a Good Reason within 60 calendar days of any fiscal year preceding the fiscal year in which date he becomes aware of the existence of such grounds and Company has had at least 15 calendar days to cure. If Executive does not provide a notice of termination of employment occurs. Such amounts in clause 4.7(a) shall be paid in a lump sum within thirty (30) 120 days after Executive first becomes aware of the date occurrence of Employeethe applicable grounds, then Executive will be deemed to have waived Executive’s termination of employment and the amounts in clause 4.7(d) shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination other than right to terminate for Good Reason with respect to any Annual Bonus in respect of the year immediately prior to the year in which the termination occurs, which Annual Bonus will be paid at such time as such Annual Bonus is otherwise paid to similarly situated senior executives, but in no event later than March 15 of the year of termination. In the event of any termination of the Term and Employee’s employment hereunder by Employer for Cause or by Employee for Good Reason, Employee shall no longer hold any positions with the Employer Group effective as of the date of such termination of employmentgrounds.

Termination for Cause or Without Good Reason. In the event that the Term and Employee’s employment hereunder is terminated by Employer for Cause or by Employee without Good Reason, prior to the fourth anniversary of the Effective Date, then Employer shall have no further obligations to Employee under this Agreement, other than (a) accrued and unpaid Base Salary through the date of termination of employment, (b) reimbursement, within thirty (30) days following submission by Employee to Employer of appropriate supporting documentation, for any unreimbursed business expenses properly incurred by Employee in accordance with Employer’s policy prior to the date of Employee’s termination of employment; provided claims for such reimbursement (accompanied by appropriate supporting documentation) are submitted to Employer within ninety (90) days following the date of Employee’s termination of employment, (c) any Asset Sale Bonus which becomes due and payable to Employee (if any) in accordance with the terms and conditions set forth in Subsection 3.5, (d) all amounts and benefits then or thereafter due to Employee under the applicable terms of any other applicable plan, program, award, agreement or arrangement (including any equity or equity-based plan, program, award, agreement or arrangement) of any member of the Employer Group in accordance with the terms and conditions of any such plan, program, award, agreement or arrangement, and (de) notwithstanding anything herein or in any bonus or incentive agreement, arrangement, plan, policy or program to the contrary, the payment by Employer of the aggregate amount of unpaid Annual Guaranteed Bonuses, if applicable, in respect of any completed fiscal year preceding the fiscal year in which the termination of employment occurs. Such amounts amount in clause 4.7(a4.8(a) shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination of employment (or as otherwise required by applicable law) and the amounts in clause 4.7(d4.8(d) shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination other than with respect to any Annual Guaranteed Bonus in respect of the year immediately prior to the year in which the termination occurs, which Annual Guaranteed Bonus will be paid at such time as such Annual Bonus is annual bonuses are otherwise paid to similarly situated senior executives, but in no event later than March 15 15th of the year of termination, or as otherwise required by applicable law. In the event of any termination of the Term and Employee’s employment hereunder by Employer for Cause or by Employee for without Good Reason, Employee shall no longer hold any be deemed to have resigned from all positions held with the Employer Group effective as of the date of such termination of employmentemployment and Employee will take such actions as reasonably requested by the Employer Group to effect such termination.