Common use of Without Cause or With Good Reason Clause in Contracts

Without Cause or With Good Reason. In the event that the Executive’s employment is terminated by the Company for any reason other than death, Disability or Cause as defined in Sections 3(b), (c) and (d) of this Agreement, or in the event that the Executive terminates his employment hereunder with Good Reason as defined in Section 4(c) of this Agreement, the Executive shall be entitled to receive severance pay in an aggregate amount equal to 200% of his Annual Compensation, which shall be paid, subject to Section 11(b), in periodic installments in accordance with the Company’s customary payroll practices over a period of twenty-four (24) months, less any amounts required to be withheld by applicable law, with the first such installment payable within ten (10) business days following the date the release referred to below in this Section 4(a) becomes irrevocable under applicable law and in all events not later than the end of the month following the month in which the Executive’s Separation from Service (as such term is defined in Section 4(g)) occurs; provided, however, that any such payment shall be contingent upon the Executive’s execution and delivery to the Company within 21 days of the termination of his employment (or such longer period as may be required under applicable law) of a valid release of all claims the Executive may have against the Company in the form attached hereto as Exhibit A (which may be modified only to the extent necessary to reflect developments in applicable law that would jeopardize enforceability of such release unless the modifications are not made), and not revoking such release within any revocation period provided under applicable law, and continued compliance with the restrictive covenants described in Sections 7, 8 and 9 below; and provided, further, that, if the Executive provides such release of claims, in no event shall the Executive be entitled to payment pursuant to this Section 4(a) of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for such release. The Company will also pay to the Executive any Accrued Obligations (as defined in Section 4(f) below).

Without Cause or With Good Reason. In the event that the Executive’s employment is terminated by the Company for any reason other than death, Disability disability or Cause as defined in Sections 3(b), (c) and (d) of this Agreement, or in the event that the Executive terminates his employment hereunder with Good Reason as defined in Section 4(c4(b) of this Agreement, the Executive shall be entitled to receive severance pay in an aggregate amount equal to 200100% of his Annual Compensation, which shall be paid, subject to Section 11(b), in periodic installments in accordance with the Company’s customary payroll practices over a period of twenty-four twelve (2412) months, less any amounts required to be withheld by applicable law, with the first such installment payable within ten (10except as provided in the next sentence) business days following the date the release referred to below in this Section 4(a) becomes irrevocable under applicable law and in all events not later than the end of the month following the month in which the Executive’s Separation from Service (as such term is defined in Section 4(g)) occurs; provided, however, that any such payment shall be contingent upon the Executive’s execution and delivery to the Company within 21 days of the termination of his employment (or such longer period as may be required under applicable law) of a valid release of all claims the Executive may have against the Company in the a form attached hereto as Exhibit A (which may be modified only acceptable to the extent necessary to reflect developments in applicable law that would jeopardize enforceability of such release unless the modifications are not made), and not revoking such release within any revocation period provided under applicable law, Company and continued compliance with the restrictive covenants described in Sections 7, 8 and -9 below; and provided, further, that, if the Executive provides such release of claims, in no event shall the Executive be entitled to payment pursuant to this Section 4(a) of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for such release. In the event that the period of time for the Executive to deliver such release, and for such release to become irrevocable under applicable law, spans two taxable years of the Executive, the first installment of any such severance shall be paid in the second of such two taxable years. The Company will also pay to the Executive any Accrued Obligations (as defined in Section 4(f) below).

Without Cause or With Good Reason. In the event that the Executive’s employment is terminated by the Company for any reason other than death, Disability disability or Cause as defined in Sections 3(b), (c) and (d) of this Agreement, or in the event that the Executive terminates his her employment hereunder with Good Reason as defined in Section 4(c) of this Agreement, the Executive shall be entitled to receive severance pay in an aggregate amount equal to 200100% of his her Annual Compensation, which shall be paid, subject to Section 11(b), in periodic installments in accordance with the Company’s customary payroll practices over a period of twenty-four one (241) monthsyear, less any amounts required to be withheld by applicable law, with the first such installment payable within ten (10except as provided in the next sentence) business days following the date the release referred to below in this Section 4(a) becomes irrevocable under applicable law and in all events not later than the end of the month following the month in which the Executive’s Separation from Service (as such term is defined in Section 4(g)) occurs; provided, however, that any such payment shall be contingent upon the Executive’s execution and delivery to the Company within 21 days of the termination of his employment (or such longer period as may be required under applicable law) of a valid release of all claims the Executive may have against the Company in the a form attached hereto as Exhibit A (which may be modified only acceptable to the extent necessary to reflect developments in applicable law that would jeopardize enforceability of such release unless the modifications are not made), and not revoking such release within any revocation period provided under applicable law, Company and continued compliance with the restrictive covenants described in Sections 7, 8 and -9 below; and provided, further, that, if the Executive provides such release of claims, in no event shall the Executive be entitled to payment pursuant to this Section 4(a) of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for such release. In the event that the period of time for the Executive to deliver such release, and for such release to become irrevocable under applicable law, spans two taxable years of the Executive, the first installment of any such severance shall be paid in the second of such two taxable years. The Company will also pay to the Executive any Accrued Obligations (as defined in Section 4(f) below).

Without Cause or With Good Reason. In the event that the Executive’s employment is terminated by the Company for any reason other than death, Disability or Cause as defined in Sections 3(b), (c) and (d) of this Agreement, or in the event that the Executive terminates his employment hereunder with Good Reason as defined in Section 4(c) of this Agreement, the Executive shall be entitled to receive severance pay in an aggregate amount equal to 200% of his Annual Compensation, which shall be paid, subject to Section 11(b), in periodic installments in accordance with the Company’s customary payroll practices over a period of twenty-four (24) months, less any amounts required to be withheld by applicable law, with the first such installment payable within ten (10) business days following the date the release referred to below in this Section 4(a) becomes irrevocable under applicable law and in all events not later than the end of the month following the month in which the Executive’s Separation from Service (as such term is defined in Section 4(g)) occurs; provided, however, that any such payment shall be contingent upon the Executive’s execution and delivery to the Company within 21 days of the termination of his employment (or such longer period as may be required under applicable law) of a valid release of all claims the Executive may have against the Company in the form attached hereto as Exhibit A D (which may be modified only to the extent necessary to reflect developments in applicable law that would jeopardize enforceability of such release unless the modifications are not made), and not revoking such release within any revocation period provided under applicable law, and continued compliance with the restrictive covenants described in Sections 7, 8 and 9 below; and provided, further, that, if the Executive provides such release of claims, in no event shall the Executive be entitled to payment pursuant to this Section 4(a) of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for such release. The Company will also pay to the Executive any Accrued Obligations (as defined in Section 4(f) below).

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 10(a) through 10(d), the event that the Board may, by written notice to Executive’s , immediately terminate his employment is terminated by the Company at any time for any a reason other than deathCause (a termination “Without Cause”) and Executive may, Disability or Cause by written notice to the Board, terminate his employment following an event constituting “Good Reason,” as defined in Sections 3(bbelow (a termination “With Good Reason”), (c) and (d) . ii. Subject to Section 11 of this Agreement, or in the event that of termination under this Section 10(e), Executive will receive his base salary as of his termination date for the Executive terminates his employment hereunder with Good Reason as defined in Section 4(c) remaining term of this the Agreement, the Executive shall be entitled to receive severance pay with such amount paid in an aggregate amount equal to 200% of his Annual Compensation, which shall be paid, subject to Section 11(b), in periodic installments in accordance with the Company’s customary payroll practices over a period of twenty-four (24) months, less any amounts required to be withheld by applicable law, with the first such installment payable one lump sum within ten (10) business days following the date the release referred to below in this Section 4(a) becomes irrevocable under applicable law and in all events not later than the end of the month following the month in which the Executive’s Separation from Service (as such term is defined in Section 4(g)) occurs; provided, however, that any such payment shall be contingent upon the Executive’s execution and delivery to the Company within 21 calendar days of the termination of his employment (or such longer period as may be required under applicable law) of a valid release of all claims the Executive may have against the Company in the form attached hereto as Exhibit A (which may be modified only to the extent necessary to reflect developments in applicable law that would jeopardize enforceability of such release unless the modifications are not made), and not revoking such release within any revocation period provided under applicable law, and continued compliance with the restrictive covenants described in Sections 7, 8 and 9 below; and provided, further, that, if the Executive provides such release of claims, in no event shall the Executive be entitled to payment pursuant to this Section 4(a) of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for such releasetermination. The Company will also pay continue to provide to Executive life insurance coverage and non-taxable medical and dental insurance coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Company for Executive immediately prior to his termination under the same cost-sharing arrangements that apply for active employees of the Company as of Executive’s date of termination. Such continued coverage shall cease upon the expiration of the remaining term of this Agreement. The period of continued health coverage required by Section 4980B(f) of the Internal Revenue Code of 1986, as amended (the “Code”), shall run concurrently with the coverage period provided herein. If the Company cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Company to penalties, then the Company shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment shall be made in a lump sum within thirty (30) days after the later of Executive’s date of termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Company to penalties. iii. For the purposes of this Agreement, “Good Reason” shall mean the occurrence of any Accrued Obligations (as defined in Section 4(f) below).of the following events without the Employee’s consent:

Without Cause or With Good Reason. In the event that the Executive’s employment is terminated by the Company for any reason other than death, Disability disability or Cause as defined in Sections 3(b), (c) and (d) of this Agreement, or in the event that the Executive terminates his employment hereunder with Good Reason as defined in Section 4(c4(b) of this Agreement, the Executive shall be entitled to receive severance pay in an aggregate amount equal to 200100% of his Annual Compensation, which shall be paid, subject to Section 11(b11 (b), in periodic installments in accordance with the Company’s customary payroll practices over a period of twenty-four twelve (2412) months, less any amounts required to be withheld by applicable law, with the first such installment payable within ten (10except as provided in the next sentence) business days following the date the release referred to below in this Section 4(a) becomes irrevocable under applicable law and in all events not later than the end of the month following the month in which the Executive’s Separation from Service (as such term is defined in Section 4(g)) occurs; provided, however, that any such payment shall be contingent upon the Executive’s execution and delivery to the Company within 21 days of the termination of his employment (or such longer period as may be required under applicable law) of a valid release of all claims the Executive may have against the Company in the a form attached hereto as Exhibit A (which may be modified only acceptable to the extent necessary to reflect developments in applicable law that would jeopardize enforceability of such release unless the modifications are not made), and not revoking such release within any revocation period provided under applicable law, Company and continued compliance with the restrictive covenants described in Sections 7, 8 and -9 below; and provided, furtherfarther, that, if the Executive provides such release of claims, in no event shall the Executive be entitled to payment pursuant to this Section 4(a) of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for such release. In the event that the period of time for the Executive to deliver such release, and for such release to become irrevocable under applicable law, spans two taxable years of the Executive, the first installment of any such severance shall be paid in the second of such two taxable years. The Company will also pay to the Executive any Accrued Obligations (as defined in Section 4(f4(e) below).

Without Cause or With Good Reason. In the event that the Executive’s employment is terminated by the Company for any reason other than death, Disability disability or Cause as defined in Sections 3(b), (c) and (d) of this Agreement, or in the event that the Executive terminates his employment hereunder with Good Reason as defined in Section 4(c) of this Agreement, the Executive shall be entitled to receive severance pay in an aggregate amount equal to 200100% of his Annual Compensation, which shall be paid, subject to Section 11(b), in periodic installments in accordance with the Company’s customary payroll practices over a period of twenty-four one (241) monthsyear, less any amounts required to be withheld by applicable law, with the first such installment payable within ten (10except as provided in the next sentence) business days following the date the release referred to below in this Section 4(a) becomes irrevocable under applicable law and in all events not later than the end of the month following the month in which the Executive’s Separation from Service (as such term is defined in Section 4(g)) occurs; provided, however, that any such payment shall be contingent upon the Executive’s execution and delivery to the Company within 21 days of the termination of his employment (or such longer period as may be required under applicable law) of a valid release of all claims the Executive may have against the Company in the a form attached hereto as Exhibit A (which may be modified only acceptable to the extent necessary to reflect developments in applicable law that would jeopardize enforceability of such release unless the modifications are not made), and not revoking such release within any revocation period provided under applicable law, Company and continued compliance with the restrictive covenants described in Sections 7, 8 and -9 below; and provided, further, that, if the Executive provides such release of claims, in no event shall the Executive be entitled to payment pursuant to this Section 4(a) of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for such release. In the event that the period of time for the Executive to deliver such release, and for such release to become irrevocable under applicable law, spans two taxable years of the Executive, the first installment of any such severance shall be paid in the second of such two taxable years. The Company will also pay to the Executive any Accrued Obligations (as defined in Section 4(f) below).