Common use of Termination Without Good Cause Clause in Contracts

Termination Without Good Cause. Employer shall have the right to terminate Employee’s employment without Good Cause. If Employer terminates Employee’s employment without Good Cause: (a) Employer shall pay Employee his base salary prorated through the date of termination, at the rate in effect at the time notice of termination is given, together with any benefits accrued through the date of termination; (b) On the six (6) month anniversary of the date Employee’s termination becomes effective, Employer shall pay Employee in a lump sum an amount equal to twelve (12) months’ base salary (at the rate in effect at the time of termination) plus a pro-rata share of any bonus earned for the year of termination; (c) Notwithstanding Section 3.4, the award agreements (the “Stock Agreements”) for all common stock granted to Employee by the Company prior to the termination date (collectively, the “Granted Stock”) and the Option Agreements for the Options shall provide that, in the event Employee’s employment is terminated by Employer without Good Cause, the Granted Stock and Options will continue to vest for a period of twelve (12) months following the date of termination. In addition, the Option Agreements for the Options shall provide, subject to approval by the Board, that, notwithstanding any contrary provisions in the Plan, in the event Employee’s employment is terminated by Employer without Good Cause, any vested portion of the Options not previously terminated in accordance with the Option Agreements and the P:lan, may be exercised within twenty-four (24) months after such termination date, or on or prior to the Option Expeiration Date (as specified and defined in the respective Stock Option Grant Notices for the Options), whichever is earlier. To be eligible for the severance payment provided for in this Section 5.2, Employee must have executed and not revoked a full and complete general release of any and all claims against Employer and related persons and entities in the standard form then used by Employer (“Release”), prior to the applicable payment date. Upon making such severance payment, Employer shall have no further obligations to Employee under this Agreement or any other agreement relating to or arising out of Employee’s status as an employee of Employer (as opposed to some other status with respect to Employer, such as a shareholder or holder of a stock option). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ – Employment Agreement

Termination Without Good Cause. Employer shall have the right to terminate Employee’s employment This Agreement may be terminated by HealthCare at any time without Good Cause. If Employer terminates Employee’s employment In the event this Agreement is terminated without Good CauseCause by HealthCare, HealthCare shall pay to Employee on the effective date of such termination a lump sum equal to the salary due Employee for the balance of the term hereof. In addition, pursuant to Section 3.2 hereof, Employee is entitled to receive specified bonus payments during the term of this Agreement ("Bonuses"). In the event Employee's employment by Hearing Care is terminated without cause: (ai) Employer Prior to the end of the first 12-month period of the term hereof, Employee shall pay Employee his base salary prorated through be entitled to receive a bonus for such period computed as set forth in Section 3.2 and shall be entitled to receive Bonuses during each of the date second and third 12-month periods equal to the greater of termination, at (x) the rate Bonus paid with respect to the first 12-month period or (y) or the Bonuses for such periods computed as provided in effect at the time notice of termination is given, together with any benefits accrued through the date of terminationSection 3.2 hereof; (bii) On After the six (6) month first anniversary of the date Employee’s termination becomes effective, Employer shall pay Employee in a lump sum an amount equal to twelve (12) months’ base salary (at the rate in effect at the time of termination) plus a pro-rata share of any bonus earned for the year of termination; (c) Notwithstanding Section 3.4, the award agreements (the “Stock Agreements”) for all common stock granted to Employee by the Company hereof but prior to the termination second anniversary, Employee shall be entitled to receive Bonuses during each of the second and third 12-month periods of the term hereof equal to the greater of (x) the Bonus paid with respect to the first 12-month period or (y) the Bonuses for such periods computed as provided in Section 3.2 hereof; or (iii) After the second anniversary of the date (collectivelyhereof but prior to the third anniversary, the “Granted Stock”) and the Option Agreements Employee shall be entitled to a Bonus for the Options third 12-month period of the term hereof equal to the greater of (x) the average of the Bonuses received by Employee with respect to first and second 12-month periods of the term hereof or (y) the Bonus for such period computed as provided in Section 3.2. Termination without Good Cause shall provide thatoccur upon written notice to Employee, which notice shall specify the effective date of termination to be no less than 60 days from the date of Employee's receipt of the notice. Employee agrees to continue to render his normal and usual services consistent with this Agreement and his normal practice during the entire 60-day notice period, unless the period of rendition of such services is reduced or excused entirely by HealthCare. Employee shall not be required to seek other employment in the event Employee’s employment is terminated order to mitigate damages suffered by Employer Employee as a result of his termination without Good Cause, the Granted Stock and Options will continue to vest for a period of twelve (12) months following the date of termination. In addition, the Option Agreements for the Options Employee shall provide, subject to approval by the Board, that, notwithstanding any contrary provisions suffer no reduction or set-off in the Plan, in the event Employee’s employment is terminated by Employer without Good Cause, any vested portion of the Options not previously terminated in accordance with the Option Agreements and the P:lan, may be exercised within twenty-four (24) months after such termination date, or on or prior to the Option Expeiration Date (as specified and defined in the respective Stock Option Grant Notices for the Options), whichever is earlier. To be eligible for the severance payment provided for in made under this Section 5.2, Employee must have executed and not revoked a full and complete general release of any and all claims against Employer and related persons and entities in the standard form then used by Employer (“Release”), prior 6.5 due to the applicable payment date. Upon making such severance payment, Employer shall have no further obligations to Employee under this Agreement other employment or any other agreement relating to or arising out of Employee’s status as an employee of Employer (as opposed to some other status with respect to Employer, such as a shareholder or holder of a stock option). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ – Employment Agreementcompensation.

Termination Without Good Cause. Employer (i) Notwithstanding any other provision of this Agreement, the Company shall have the right to terminate Employee’s the Executive's employment without Without Good CauseCause pursuant to the provisions of this Section 8(c). If Employer terminates Employee’s after the Full-Time Employment Date the Company shall terminate the employment without of the Executive Without Good Cause: Cause effective on a date earlier than the termination date provided for in Section 2 (a) Employer shall pay Employee his base salary prorated through with the effective date of termination as so identified by the Company being referred to herein as the "Accelerated Termination Date"), the Executive, until the end of the term of this Agreement then in effect as provided for in Section 2 or until the date of terminationwhich is 12 months after the Accelerated Termination Date, at whichever is greater, shall continue to receive (1) the rate Base Salary, paid in the same monthly on other periodic installments ad in effect at prior to the time notice of termination is given, together with any benefits accrued through the date of termination; Accelerated Termination Date (b2) On the six (6) month anniversary of the date Employee’s termination becomes effective, Employer shall pay Employee in a lump sum an amount equal to twelve (12) months’ base salary (at the rate target level of the annual cash bonus payable to the Executive under the Company's Management Incentive Compensation Plan as described on Exhibit A or any similar bonus or incentive plans or programs then in effect at (the time "MICP Target Amount") in respect of termination) plus a pro-rata share of any bonus earned for the year during which the Executive's employment terminates or, if greater, the MICP Target Amount multiplied times the number of years (or fractions thereof) remaining in the then unexpired term of this Agreement, and (3) any other cash or other bonus compensation earned prior to the date of such termination pursuant to the terms of all incentive compensation plans then in effect other than under the Management Incentive as described on Exhibit A or any similar bonus or incentive plans or programs then in effect; provided that, notwithstanding such termination of employment, the Executive's covenants set forth in Section 10 and Section 11 are intended to and shall remain in full force and effect and provided further that in the event of such termination;, the Company shall have the right (but not the obligation) to relieve the Executive, in whole or in part, of the Executive's duties under this Agreement, or direct the Executive to no longer perform such duties, or direct that the Executive no longer be required to report to work, or any combination of the foregoing. (cii) Notwithstanding Section 3.4The parties agree that, because there can be no exact measure of the award agreements (damage that would occur to the “Stock Agreements”) for all common stock granted to Employee Executive as a result of a termination by the Company prior to of the termination date (collectively, the “Granted Stock”) and the Option Agreements for the Options shall provide that, in the event Employee’s Executive's employment is terminated by Employer without Without Good Cause, the Granted Stock payments and Options will continue benefits paid and provided pursuant to vest for this Section 8(c) shall be deemed to constitute liquidated damages and not a period of twelve (12) months following the date of termination. In addition, the Option Agreements penalty for the Options shall provide, subject to approval by Company's termination of the Board, that, notwithstanding any contrary provisions in the Plan, in the event Employee’s Executive's employment is terminated by Employer without Without Good Cause, any vested portion of the Options not previously terminated in accordance with the Option Agreements and the P:lan, may be exercised within twenty-four (24) months after such termination date, or on or prior to the Option Expeiration Date (as specified and defined in the respective Stock Option Grant Notices for the Options), whichever is earlier. To be eligible for the severance payment provided for in this Section 5.2, Employee must have executed and not revoked a full and complete general release of any and all claims against Employer and related persons and entities in the standard form then used by Employer (“Release”), prior to the applicable payment date. Upon making such severance payment, Employer shall have no further obligations to Employee under this Agreement or any other agreement relating to or arising out of Employee’s status as an employee of Employer (as opposed to some other status with respect to Employer, such as a shareholder or holder of a stock option). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ – Employment Agreement.

Termination Without Good Cause. Employer (i) Notwithstanding any other provision of this Agreement, the Company shall have the right to terminate Employee’s the Executive's employment without Without Good CauseCause pursuant to the provisions of this Section 8(c). If Employer terminates Employee’s the Company shall terminate the employment without of the Executive Without Good Cause:Cause effective on a date earlier than the termination date provided for in Section 2 (with the effective date of termination as so identified by the Company being referred to herein as the "Accelerated Termination Date"), the Executive, until the date which is one (1) year after the Accelerated Termination Date, shall continue to receive (1) the Base Salary, paid in the same monthly or other periodic installments as in effect prior to the Accelerated Termination Date, plus (2) an equal monthly pro rata portion of an amount of cash equal to the greater of (x) the Target Bonus payable to the Executive under Section 3(c) of this Agreement (subject to any upward adjustment as provided in Section 8(c)(ii) of this Agreement, the "Termination Target Bonus") or (y) the minimum amount of any similar bonus or incentive plans or programs then in effect if greater than the Target Bonus in respect of the fiscal year during which the Executive's termination Without Good Cause occurs; provided that, the Company shall have the right (but not the obligation) to relieve the Executive, in whole or in part, of the Executive's duties under this Agreement, or direct the Executive to no longer perform such duties, or direct that the Executive no longer be required to report to work, or any combination of the foregoing. (aii) Employer The Termination Target Bonus shall pay Employee his base salary prorated through the date of termination, at the rate be increased to an amount in effect at the time notice of termination is given, together with any benefits accrued through the date of termination; (b) On the six (6) month anniversary excess of the date Employee’s termination becomes effective, Employer shall pay Employee in a lump sum an amount equal to twelve (12) months’ base salary (at the rate in effect at the time of termination) plus a pro-rata share of any bonus earned Target Bonus for the year in which the Executive's employment is terminated if such Target Bonus is less than the amount of termination; (c) Notwithstanding Section 3.4, the award agreements (bonus that otherwise would have been payable to the “Stock Agreements”) for all common stock granted to Employee Executive in respect of the Company's full fiscal year if the Executive had remained employed by the Company prior for the entire fiscal year. Any such increase shall be determined by the Committee in its reasonable discretion no later than 90 days after the close of the fiscal year during which the Executive's employment terminates. If the Termination Target Bonus increases as a result of application of the first sentence of this Section 8(c)(ii), the amount of such increase shall be paid pro rata over the remaining period of time during which payments are to be made to the termination date Executive under Section 8(c)(i). (collectively, the “Granted Stock”iii) and the Option Agreements for the Options shall provide The parties agree that, in because there can be no exact measure of the event Employee’s damage that would occur to the Executive as a result of a termination by the Company of the Executive's employment is terminated by Employer without Without Good Cause, the Granted Stock payments and Options will continue benefits paid and provided pursuant to vest for a period of twelve (12) months following the date of termination. In additionthis Section 8(c), the Option Agreements in addition to being consideration for the Options release required to be delivered pursuant to Section 8(d) of this Agreement, also shall provide, subject be deemed to approval by constitute full consideration for any such damages and shall be considered as liquidated damages and not a penalty for the Board, that, notwithstanding any contrary provisions in Company's termination of the Plan, in the event Employee’s Executive's employment is terminated by Employer without Without Good Cause, any vested portion of the Options not previously terminated in accordance with the Option Agreements and the P:lan, may be exercised within twenty-four (24) months after such termination date, or on or prior to the Option Expeiration Date (as specified and defined in the respective Stock Option Grant Notices for the Options), whichever is earlier. To be eligible for the severance payment provided for in this Section 5.2, Employee must have executed and not revoked a full and complete general release of any and all claims against Employer and related persons and entities in the standard form then used by Employer (“Release”), prior to the applicable payment date. Upon making such severance payment, Employer shall have no further obligations to Employee under this Agreement or any other agreement relating to or arising out of Employee’s status as an employee of Employer (as opposed to some other status with respect to Employer, such as a shareholder or holder of a stock option). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ – Employment Agreement.

Termination Without Good Cause. Employer (i) Notwithstanding any other provision of this Agreement, the Company shall have the right to terminate Employee’s the Executive's employment without Without Good CauseCause pursuant to the provisions of this Section 7.3. If Employer terminates Employee’s the Company shall terminate the employment without of the Executive Without Good Cause: Cause effective on a date earlier than the termination date provided for in Section 2 (awith the effective date of termination as so identified by the Company being referred to herein as the "Accelerated Termination Date"), the Executive, shall receive a lump sum cash payment equal to a sum of (1) Employer shall pay Employee his base salary prorated through the number of years (or fractions thereof) remaining in the then unexpired term of this Agreement or three, whichever is greater, multiplied by the sum of (A) the Base Salary and (B) the highest annual bonus amount received by Executive during the preceding three years or the minimum amount of any similar bonus or incentive plans or programs then in effect if greater than foregoing in respect to the fiscal year during which the Executive's termination Without Good Cause occurs plus (C) any other cash or other bonus compensation earned prior to the date of such termination pursuant to the terms of all incentive compensation plans then in effect other than any such plan relating to annual incentive cash bonuses or any similar bonus or incentive plans or programs then in effect; and (2) the additional payments necessary to discharge certain tax liabilities (the "Gross Ups"), as the term is defined in Section 11 of this Agreement, provided that, notwithstanding such termination of employment, the Executive's covenants set forth in Section 9 are intended to and shall remain in full force and effect and provided further that in the event of such termination, at the rate Company shall have the right (but not the obligation) to relieve the Executive, in effect at whole or in part, of the time notice Executive's duties under this Agreement, or direct the Executive to no longer perform such duties, or direct that the Executive no longer be required to report to work, or any combination of termination is given, together with any benefits accrued through the date of termination;foregoing. (bii) On the six (6) month anniversary The parties agree that, because there can be no exact measure of the date Employee’s damage that would occur to the Executive as a result of a termination becomes effective, Employer shall pay Employee in a lump sum an amount equal to twelve (12) months’ base salary (at the rate in effect at the time of termination) plus a pro-rata share of any bonus earned for the year of termination; (c) Notwithstanding Section 3.4, the award agreements (the “Stock Agreements”) for all common stock granted to Employee by the Company prior to of the termination date (collectively, the “Granted Stock”) and the Option Agreements for the Options shall provide that, in the event Employee’s Executive's employment is terminated by Employer without Without Good Cause, the Granted Stock payments and Options will continue benefits paid and provided pursuant to vest for this Section 7.3 shall be deemed to constitute liquidated damages and not a period of twelve (12) months following the date of termination. In addition, the Option Agreements penalty for the Options shall provide, subject to approval by Company's termination of the Board, that, notwithstanding any contrary provisions in the Plan, in the event Employee’s Executive's employment is terminated by Employer without Without Good Cause, any vested portion of the Options not previously terminated in accordance with the Option Agreements and the P:lan, may be exercised within twenty-four (24) months after such termination date, or on or prior to the Option Expeiration Date (as specified and defined in the respective Stock Option Grant Notices for the Options), whichever is earlier. To be eligible for the severance payment provided for in this Section 5.2, Employee must have executed and not revoked a full and complete general release of any and all claims against Employer and related persons and entities in the standard form then used by Employer (“Release”), prior to the applicable payment date. Upon making such severance payment, Employer shall have no further obligations to Employee under this Agreement or any other agreement relating to or arising out of Employee’s status as an employee of Employer (as opposed to some other status with respect to Employer, such as a shareholder or holder of a stock option). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ – Employment Agreement.