Common use of Termination With Compensation Clause in Contracts

Termination With Compensation. 5.1 Cache shall have the right to terminate Executive's employment at any time without cause by giving Executive 30 days' notice of the termination date. In the event that Executive's employment is terminated pursuant to this Section 5.1, Cache shall continue to pay Executive the salary then in effect for the balance of the term of this Agreement, less withholdings and other applicable payroll deductions as required by law, in accordance with Cache's normal pay cycle. However, Executive shall not be entitled to any compensation under this Section 5.1 unless Executive executes and delivers to Cache after notice of termination a general release acceptable to Cache by which Executive releases Cache from any obligations and liabilities of any type whatsoever, except for Cache's obligation to provide the salary specified herein. The parties acknowledge that the salary to be provided under this Section 5.1 is in consideration for the above-referenced release. Upon any termination under this Section 5.1, Cache shall have no further obligation to Executive, his executor, administrators, heirs, assigns or any other persons claiming under or through him other than to pay to Executive the salary specified in this Section 5.1 in exchange for the above-referenced release. Executive agrees that any compensation he is to receive pursuant to this Section 5.1 shall be reduced by any compensation Executive receives in connection with any employment position Executive assumes subsequent to his termination date. Executive further agrees that, immediately upon his acceptance of any such employment position, he will notify Cache, in writing, of his employment position and the compensation associated with that position so that Cache may reduce the payments to be made to Executive, in accordance with this Section 5.1. (a) If, during Executive's employment with Cache, there is a "Change of Ownership or Control" of Cache (as herein defined), Cache may terminate Executive's employment by providing written notice at least 30 days prior to the termination date. Upon the occurrence of a Change of Ownership or Control followed at any time during the term of this Agreement by the termination of Executive's employment, other than for Partial/Total Disability, Death or Cause, as defined, respectively, in Sections 4.3, 4.4 and 4.5 of this Agreement, the provisions of Section 5.2(b) of this Agreement shall apply. In addition, at any time following a Change of Ownership or Control, Executive shall have the right to elect to voluntarily terminate his employment by providing written notice at least 60 days prior to the termination date. In the event that Executive resigns during a window period, which shall be the period beginning 90 days after the Effective Date of a Change of Ownership or Control and ending one hundred eighty (180) days after the Effective Date of a Change of Ownership or Control, the provisions of Section 5.2(b) shall then apply. All other resignations are governed by Section 4.2 of this Agreement. (b) In the event that Executive's employment is terminated following and as a result of a Change of Ownership or Control, or in the event that Executive resigns his position during the window period following a Change of Ownership or Control as set forth in Section 5.2(b), Executive shall receive a one time payment equal to 18 months of Executive's then in effect salary, less withholdings and other applicable payroll deductions as required by law. However, Executive shall not be entitled to any compensation under this Section 5.2 unless Executive executes and delivers to Cache after notice of termination or notice of resignation, whichever is applicable, a general release in form acceptable to Cache by which Executive releases Cache from any obligations and liabilities of any type whatsoever, except for Cache's obligation to provide the salary specified herein. The parties acknowledge that the salary to be provided under this Section 5.2 is in consideration for the above-referenced release. Upon any termination under this Section 5.2, Cache shall have no further obligation to Executive, his executor, administrators, heirs, assigns or any other persons claiming under or through him other than to pay to Executive the salary specified in this Section 5.2 in exchange for the above-referenced release. (c) For purposes of this Section 5.2, "Change of Ownership or Control" shall mean the occurrence of one or more of the following three events: (i) any person becomes a beneficial owner (as such term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) directly or indirectly of securities representing more than 50% of the total number of votes that may be cast for the election of directors of Cache; (ii) within two years after a merger, consolidation, liquidation or sale of assets involving Cache, or a contested election of a Cache director, or any combination of the foregoing, the individuals who were directors of Cache immediately prior thereto shall cease to constitute a majority of the Board of Directors; or (iii) within two years after a tender offer or exchange offer for voting securities of Cache, the individuals who were directors of Cache immediately prior thereto shall cease to constitute a majority of the Board of Directors. 5.3 In the event that Executive dies during the payment continuation period referred to in Section 5.1, Cache will have no further liability or obligation to Executive, his executor, administrators, heirs, assigns or any other persons claiming under or through him as of the date of Executive's death.

Termination With Compensation. 5.1 At any time prior to a “Change of Ownership or Control” of Cache (as defined herein), Cache shall have the right to terminate Executive's ’s employment at any time without cause by giving Executive 30 days' ’ notice of the termination date. In the event that Executive's ’s employment is terminated pursuant to this Section 5.1, Cache shall continue to pay Executive the salary then in effect for a period of twelve months or the balance of the term of this Agreement, whichever period is shorter, less withholdings and other applicable payroll deductions as required by law, in accordance with Cache's ’s normal pay cycle. However, Executive shall not be entitled to any compensation under this Section 5.1 unless Executive executes and delivers to Cache after notice of termination a general release acceptable to Cache by which Executive releases Cache from any obligations and liabilities of any type whatsoever, except for Cache's ’s obligation to provide the salary specified herein. The parties acknowledge that the salary to be provided under this Section 5.1 is in consideration for the above-referenced release. Upon any termination under this Section 5.1, Cache shall have no further obligation to Executive, his her executor, administrators, heirs, assigns or any other persons claiming under or through him her other than to pay to Executive the salary specified in this Section 5.1 in exchange for the above-referenced release. Executive agrees that any compensation he she is to receive pursuant to this Section 5.1 shall be reduced by any compensation Executive receives in connection with any employment position Executive assumes subsequent to his her termination date. Executive further agrees that, immediately upon his her acceptance of any such employment position, he she will notify Cache, in writing, of his her employment position and the compensation associated with that position so that Cache may reduce the payments to be made to Executive, in accordance with this Section 5.1. (a) If, during Executive's ’s employment with Cache, there is a "“Change of Ownership or Control" ” of Cache (as herein defined)Cache, Cache may terminate Executive's ’s employment by providing written notice at least 30 days prior to the termination date. Upon the occurrence of a Change of Ownership or Control followed at any time during the term of this Agreement by the termination of Executive's ’s employment, other than for Partial/Total Disability, Death or Cause, as defined, respectively, in Sections 4.3, 4.4 and 4.5 of this Agreement, the provisions of Section 5.2(b) of this Agreement shall apply. . (b) In addition, at any time the event that Executive’s employment is terminated following a Change of Ownership or Control, Executive shall have the right to elect to voluntarily terminate his employment by providing written notice at least 60 days prior to the termination date. In the event that Executive resigns during a window period, which shall be the period beginning 90 days after the Effective Date of a Change of Ownership or Control and ending one hundred eighty (180) days after the Effective Date of a Change of Ownership or Control, the provisions of Section 5.2(b) shall then apply. All other resignations are governed by Section 4.2 of this Agreement. (b) In the event that Executive's employment is terminated following and as a result of a Change of Ownership or Control, or in the event that Executive resigns his position during the window period following a Change of Ownership or Control as set forth in Section 5.2(b), Executive shall receive a one time payment equal to 18 12 months of Executive's ’s then in effect base salary, less withholdings and other applicable payroll deductions as required by law. However, Executive shall not be entitled to any compensation under this Section 5.2 unless Executive executes and delivers to Cache after notice of termination or notice of resignation, whichever is applicable, a general release in form acceptable to Cache by which Executive releases Cache from any obligations and liabilities of any type whatsoever, except for Cache's ’s obligation to provide the salary specified herein. The parties acknowledge that the salary to be provided under this Section 5.2 is in consideration for the above-referenced release. Upon any termination under this Section 5.2, Cache shall have no further obligation to Executive, his her executor, administrators, heirs, assigns or any other persons claiming under or through him her other than to pay to Executive the salary specified in this Section 5.2 in exchange for the above-referenced release. (c) For Subject to the last sentence of this paragraph, for purposes of this Section 5.2, "“Change of Ownership or Control" ” shall mean the occurrence of one or more of the following three events: (i) any person becomes a beneficial owner (as such term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) directly or indirectly of securities representing more than 50% of the total number of votes that may be cast for the election of directors of Cache; (ii) within two years after a merger, consolidation, liquidation or sale of assets involving Cache, or a contested election of a Cache director, or any combination of the foregoing, the individuals who were directors of Cache immediately prior thereto shall cease to constitute a majority of the Board of Directors; or (iii) within two years after a tender offer or exchange offer for voting securities of Cache, the individuals who were directors of Cache immediately prior thereto shall cease to constitute a majority of the Board of Directors. Notwithstanding anything to the contrary herein, (x) the acquisition of securities of Cache by ▇▇▇▇▇▇ ▇. ▇▇▇▇, any spouse or lineal descendant of ▇▇▇▇▇▇ ▇. ▇▇▇▇, any trust for the benefit of such persons, or any affiliate or associate of ▇▇▇▇▇▇ ▇. ▇▇▇▇ or any such persons (individually and collectively, the “▇▇▇▇ Group”) or (y) a change in the composition of the Board of Directors following a merger, consolidation, liquidation, sale of assets, tender offer or exchange offer after which members of the ▇▇▇▇ Group shall individually or collectively own in the aggregate, directly or indirectly, securities representing more than 50% of the total number of votes that may be cast for the election of directors of Cache, shall not constitute a Change of Ownership or Control. 5.3 In the event that Executive dies during the payment continuation period referred to in Section 5.1, Cache will have no further liability or obligation to Executive, his her executor, administrators, heirs, assigns or any other persons claiming under or through him her as of the date of Executive's ’s death.

Termination With Compensation. 5.1 At any time prior to a “Change of Ownership or Control” of Cache (as defined herein), Cache shall have the right to terminate Executive's ’s employment at any time without cause by giving Executive 30 days' ’ notice of the termination date. In the event that Executive's ’s employment is terminated pursuant to this Section 5.1, Cache shall continue to pay Executive the salary then in effect for the balance of the term of this Agreement, less withholdings and other applicable payroll deductions as required by law, in accordance with Cache's ’s normal pay cycle. However, Executive shall not be entitled to any compensation under this Section 5.1 unless Executive executes and delivers to Cache after notice of termination a general release acceptable to Cache by which Executive releases Cache from any obligations and liabilities of any type whatsoever, except for Cache's ’s obligation to provide the salary specified herein. The parties acknowledge that the salary to be provided under this Section 5.1 is in consideration for the above-referenced release. Upon any termination under this Section 5.1, Cache shall have no further obligation to Executive, his executor, administrators, heirs, assigns or any other persons claiming under or through him other than to pay to Executive the salary specified in this Section 5.1 in exchange for the above-referenced release. Executive agrees that any compensation he is to receive pursuant to this Section 5.1 shall be reduced by any compensation Executive receives in connection with any employment position Executive assumes subsequent to his termination date. Executive further agrees that, immediately upon his acceptance of any such employment position, he will notify Cache, in writing, of his employment position and the compensation associated with that position so that Cache may reduce the payments to be made to Executive, in accordance with this Section 5.1. (a) If, during Executive's ’s employment with Cache, there is a "“Change of Ownership or Control" ” of Cache (as herein defined)Cache, Cache may terminate Executive's ’s employment by providing written notice at least 30 days prior to the termination date. Upon the occurrence of a Change of Ownership or Control followed at any time during the term of this Agreement by the termination of Executive's ’s employment, other than for Partial/Total Disability, Death or Cause, as defined, respectively, in Sections 4.3, 4.4 and 4.5 of this Agreement, the provisions of Section 5.2(b) of this Agreement shall apply. In addition, at any time following a Change of Ownership or Control, Executive shall have the right to elect to voluntarily terminate his employment by providing written notice at least 60 days prior to the termination date. In the event that Executive resigns during a window period, which shall be the period beginning 90 days after the Effective Date of a Change of Ownership or Control and ending one hundred eighty (180) days after the Effective Date of a Change of Ownership or Control, the provisions of Section 5.2(b) shall then apply. All other resignations are governed by Section 4.2 of this Agreement. (b) In the event that Executive's ’s employment is terminated following and as a result of a Change of Ownership or Control, or in the event that Executive resigns his position during the window period following a Change of Ownership or Control as set forth in Section 5.2(b), Executive shall receive a one time payment equal to 18 24 months of Executive's ’s then in effect base salary, less withholdings and other applicable payroll deductions as required by law. However, Executive shall not be entitled to any compensation under this Section 5.2 unless Executive executes and delivers to Cache after notice of termination or notice of resignation, whichever is applicable, a general release in form acceptable to Cache by which Executive releases Cache from any obligations and liabilities of any type whatsoever, except for Cache's ’s obligation to provide the salary specified herein. The parties acknowledge that the salary to be provided under this Section 5.2 is in consideration for the above-referenced release. Upon any termination under this Section 5.2, Cache shall have no further obligation to Executive, his executor, administrators, heirs, assigns or any other persons claiming under or through him other than to pay to Executive the salary specified in this Section 5.2 in exchange for the above-referenced release. (c) For Subject to the last sentence of this paragraph, for purposes of this Section 5.2, "“Change of Ownership or Control" ” shall mean the occurrence of one or more of the following three events: (i) any person becomes a beneficial owner (as such term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) directly or indirectly of securities representing more than 50% of the total number of votes that may be cast for the election of directors of Cache; (ii) within two years after a merger, consolidation, liquidation or sale of assets involving Cache, or a contested election of a Cache director, or any combination of the foregoing, the individuals who were directors of Cache immediately prior thereto shall cease to constitute a majority of the Board of Directors; or (iii) within two years after a tender offer or exchange offer for voting securities of Cache, the individuals who were directors of Cache immediately prior thereto shall cease to constitute a majority of the Board of Directors. Notwithstanding anything to the contrary herein, (x) the acquisition of securities of Cache by ▇▇▇▇▇▇ ▇. ▇▇▇▇, any spouse or lineal descendant of ▇▇▇▇▇▇ ▇. ▇▇▇▇, any trust for the benefit of such persons, or any affiliate or associate of ▇▇▇▇▇▇ ▇. ▇▇▇▇ or any such persons (individually and collectively, the “▇▇▇▇ Group”) or (y) a change in the composition of the Board of Directors following a merger, consolidation, liquidation, sale of assets, tender offer or exchange offer after which members of the ▇▇▇▇ Group shall individually or collectively own in the aggregate, directly or indirectly, securities representing more than 50% of the total number of votes that may be cast for the election of directors of Cache, shall not constitute a Change of Ownership or Control. 5.3 In the event that Executive dies during the payment continuation period referred to in Section 5.1, Cache will have no further liability or obligation to Executive, his executor, administrators, heirs, assigns or any other persons claiming under or through him as of the date of Executive's ’s death.