Voluntary Termination With Good Reason. (i) ▇▇▇▇▇▇▇ may voluntarily terminate Herbert’s employment hereunder with Good Reason (as defined below) at any time during the Employment Period, effective as of the end of the 90-day period beginning on the date ▇▇▇▇▇▇▇ provides USA with a signed, written notice of Herbert’s termination; provided, in its sole discretion (A) USA may accept such resignation effective as of an earlier date in lieu of waiting for passage of the 90-day notice period, or (B) during all or any part of the 90-day notice period, USA may retain ▇▇▇▇▇▇▇ as an employee but modify, reduce or eliminate Herbert’s duties hereunder. (ii) If ▇▇▇▇▇▇▇ voluntarily terminates Herbert’s employment hereunder with Good Reason at any time during the Employment Period, ▇▇▇▇▇▇▇ will be entitled to receive the following compensation and benefits: (a) On or before the termination of Herbert’s employment, USA shall pay to ▇▇▇▇▇▇▇ a lump sum equal to two years of his base salary at the time of the termination date; (b) all bonuses earned or vested on or before the date of termination; (c) all restricted stock awards and stock options shall become immediately vested on the date of termination; (d) any benefits or compensation provided under the terms of any benefit plan or other provisions of this Agreement; and (e) During the two year period following the date of termination, USA shall arrange at its cost to provide ▇▇▇▇▇▇▇ with health, life and disability benefits substantially similar to those which ▇▇▇▇▇▇▇ is receiving immediately prior to the date of termination. Benefits otherwise receivable by ▇▇▇▇▇▇▇ pursuant to this subsection shall be reduced to the extent comparable benefits are actually received by or made available to ▇▇▇▇▇▇▇ without cost during such period following Herbert’s termination of employment (and any such benefits actually received by ▇▇▇▇▇▇▇ shall be reported to USA by ▇▇▇▇▇▇▇). (iii) For purposes of this Agreement, “Good Reason” means any of the following conditions, which remains uncured after the expiration of 30 days following the delivery of written notice of such condition to USA by ▇▇▇▇▇▇▇, with respect to which ▇▇▇▇▇▇▇ terminates employment within 120 days after the initial existence of the condition: (A) a material breach of the terms of this Agreement by USA; (B) the assignment by USA to ▇▇▇▇▇▇▇ of duties in any way materially inconsistent with Herbert’s authorities, duties, responsibilities, and status, as President of USA, or a material reduction or alteration in the nature or status of Herbert’s authority, duties, or responsibilities; provided, however, that a material reduction or alteration referred to in this subsection (B) shall not include any change or reduction in Herbert’s authorities, duties or responsibilities resulting solely from USA becoming a private company or a subsidiary or division of another company; (C) USA reduces Herbert’s annual base salary; (D) any reduction by USA in the kind or level of employee benefits to which ▇▇▇▇▇▇▇ is entitled immediately prior to such reduction with the result that Herbert’s overall benefit package is significantly reduced unless such failure to continue a plan, policy, practice or arrangement pertains to all plan participants generally; or (E) requiring ▇▇▇▇▇▇▇ to be based at a location in excess of 50 miles from Herbert’s current residence.
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Voluntary Termination With Good Reason. (i) ▇▇▇▇▇▇▇ may voluntarily terminate Herbert’s employment hereunder with Good Reason (as defined below) at any time during the Employment Period, effective as of the end of the 90-day period beginning on the date ▇▇▇▇▇▇▇ provides USA with a signed, written notice of Herbert’s termination; provided, in its sole discretion (A) USA may accept such resignation effective as of an earlier date in lieu of waiting for passage of the 90-day notice period, or (B) during all or any part of the 90-day notice period, USA may retain ▇▇▇▇▇▇▇ as an employee but modify, reduce or eliminate Herbert’s duties hereunder.
(ii) If ▇▇▇▇▇▇▇ voluntarily terminates Herbert’s employment hereunder with Good Reason at any time during the Employment Period, ▇▇▇▇▇▇▇ will be entitled to receive the following compensation and benefits:
(a) On or before Following the termination of Herbert’s employment, USA shall continue to pay to ▇▇▇▇▇▇▇ his annual base salary in such installments and at such times as USA pays the annual base salaries of its other executive officers. Such annual base salary shall continue to be paid to ▇▇▇▇▇▇▇ by USA for a lump sum period of time equal to the greater of (a) two years of his base salary at the time of from the termination date, or (b) the period of time remaining in the Employment Period as of the date of termination;
(b) all bonuses earned or vested on or before the date of termination;
(c) all restricted stock awards and stock options shall become immediately vested on the date of termination;
(d) any benefits or compensation provided under the terms of any benefit plan or other provisions of this Agreement; and
(ed) During the two year period following the date of termination, USA shall arrange at its cost to provide ▇▇▇▇▇▇▇ with health, life and disability health insurance benefits substantially similar to those which ▇▇▇▇▇▇▇ is receiving immediately prior to the date of termination. Benefits otherwise receivable by ▇▇▇▇▇▇▇ pursuant to this subsection shall be reduced to the extent comparable benefits are actually received by or made available to ▇▇▇▇▇▇▇ without cost during such period following Herbert’s termination of employment (and any such benefits actually received by ▇▇▇▇▇▇▇ shall be reported to USA by ▇▇▇▇▇▇▇).
(iii) For purposes of this Agreement, “Good Reason” means any of the following conditions, which remains uncured after the expiration of 30 days following the delivery of written notice of such condition to USA by ▇▇▇▇▇▇▇, with respect to which ▇▇▇▇▇▇▇ terminates employment within 120 days after the initial existence of the condition: (A) a material breach of the terms of this Agreement by USA; (B) the assignment by USA to ▇▇▇▇▇▇▇ of duties in any way materially inconsistent with Herbert’s authorities, duties, responsibilities, and status, as President of USA, or a material reduction or alteration in the nature or status of Herbert’s authority, duties, or responsibilities; provided, however, that a material reduction or alteration referred to in this subsection (B) shall not include any change or reduction in Herbert’s authorities, duties or responsibilities resulting solely from USA becoming a private company or a subsidiary or division of another a public company; (C) USA materially reduces Herbert’s rate of annual base salarysalary below the level in effect immediately before such reduction; (D) any a material reduction by USA in the kind or level of employee benefits to which ▇▇▇▇▇▇▇ is entitled immediately prior to such reduction with the result that Herbert’s overall benefit package is significantly reduced unless such failure to continue a plan, policy, practice or arrangement pertains to all plan participants generally; or (E) requiring ▇▇▇▇▇▇▇ to be based at a location in excess of 50 75 miles from Herbert’s current residence.
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Voluntary Termination With Good Reason. (i) ▇▇▇▇▇▇▇ may voluntarily terminate Herbert’s employment hereunder with Good Reason (as defined below) at any time during the Employment Period, effective as of the end of the 90-day period beginning on the date ▇▇▇▇▇▇▇ provides USA with a signed, written notice of Herbert’s termination; provided, in its sole discretion (A) USA may accept such resignation effective as of an earlier date in lieu of waiting for passage of the 90-day notice period, or (B) during all or any part of the 90-day notice period, USA may retain ▇▇▇▇▇▇▇ as an employee but modify, reduce or eliminate Herbert’s duties hereunder.
(ii) If ▇▇▇▇▇▇▇ voluntarily terminates Herbert’s employment hereunder with Good Reason at any time during the Employment Period, ▇▇▇▇▇▇▇ will be entitled to receive the following compensation and benefits:
(a) On or before the termination of Herbert’s employment, USA shall pay to ▇▇▇▇▇▇▇ a lump sum equal to two years of his base salary at the time of the termination date;
(b) all bonuses earned or vested on or before the date of termination;
(c) all restricted stock awards and stock options shall become immediately vested on the date of termination;; and
(d) any benefits other benefit or compensation provided under the terms of any benefit plan or other provisions of this Agreement; and
(e) During the two year period following the date of termination, USA shall arrange at its cost to provide ▇▇▇▇▇▇▇ with health, life and disability benefits substantially similar to those which ▇▇▇▇▇▇▇ is receiving immediately prior to the date of termination. Benefits otherwise receivable by ▇▇▇▇▇▇▇ pursuant to this subsection shall be reduced to the extent comparable benefits are actually received by or made available to ▇▇▇▇▇▇▇ without cost during such period following Herbert’s termination of employment (and any such benefits actually received by ▇▇▇▇▇▇▇ shall be reported to USA by ▇▇▇▇▇▇▇).
(iii) For purposes of this Agreement, “Good Reason” means any of the following conditions, which remains uncured after the expiration of 30 days following the delivery of written notice of such condition to USA by ▇▇▇▇▇▇▇, with respect to which ▇▇▇▇▇▇▇ terminates employment within 120 days after the initial existence of the condition: (A) a material breach of the terms of this Agreement by USA; (B) the assignment by USA to ▇▇▇▇▇▇▇ of duties in any way materially inconsistent with Herbert’s authorities, duties, responsibilities, and status, as President Chief Executive Officer of USA, or a material reduction or alteration in the nature or status of Herbert’s authority, duties, or responsibilitiesresponsibilities as Chief Executive Officer; provided, however, that a material reduction or alteration referred to in this subsection (B) shall not include any change or reduction in Herbert’s authorities, duties or responsibilities resulting solely from USA becoming a private company or a subsidiary or division of another company; (C) USA reduces Herbert’s annual base salary; (D) any reduction by USA in the kind or level of employee benefits to which ▇▇▇▇▇▇▇ is entitled immediately prior to such reduction with the result that Herbert’s overall benefit package is significantly reduced unless such failure to continue a plan, policy, practice or arrangement pertains to all plan participants generally; or (E) requiring ▇▇▇▇▇▇▇ to be based at a location in excess of 50 miles from Herbert’s current residence. For the avoidance of doubt, Good Reason shall not include or mean if at any time in the future, the office of the Chairman of the Board of Directors of USA is held by an individual other than ▇▇▇▇▇▇▇.
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