Common use of By Company Other than for Cause or by Executive for Good Reason Clause in Contracts

By Company Other than for Cause or by Executive for Good Reason. Company may terminate Executive’s employment hereunder other than for Cause at any time upon thirty (30) days’ written notice to Executive and Executive may terminate Executive’s employment hereunder for Good Reason at any time upon thirty (30) days’ written notice to Company. (i) In the event of a termination of Executive’s employment under this Section 5(d), in addition to the Final Compensation, Executive shall receive: (1) continuation of Executive’s Base Salary, at the rate in effect as of the date immediately preceding the date of termination, until the earlier of: (x) the Term End Date and (y) the first anniversary of the date of termination (provided, however, if the date of termination is after the first anniversary of the Effective Date, the period pursuant to this subsection shall be eighteen (18) months after the date of termination), payable in accordance with the Company’s regular payroll practices, less applicable withholdings, commencing at the conclusion of the period set forth in Section 5(d)(iii), provided that the first installment of such payments shall include all amounts which would have been paid during the period between Executive’s date of termination and the date of such first installment; and (2) if the date of termination occurs after the end of a calendar year but prior to the date on which a Bonus is paid under Section 4(d), payment of such Bonus as determined under Section 4(d) shall be at the time proscribed by Section 4(b); and (3) payment of a pro-rata portion of the amount of Executive’s Bonus for the year in which termination occurs that would have been payable based on actual performance determined under the terms of the Bonus as then in effect for such year, with such pro-rata portion calculated by multiplying the amount of such bonus for the year in which such termination occurs (as determined by the Board based on actual performance for such year) by a number: (x) the numerator of which is the number of days worked by Executive during the year of such termination, and (y) the denominator of which is three hundred sixty-five (365), with such payment to be made after the determination of the Bonus pursuant to Section 4(b). (ii) If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on the 1st day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (1) the first anniversary of the date of termination (provided, however, if the date of termination is after the first anniversary of the Effective Date, the period pursuant to this subsection (1) shall be eighteen (18) months after the date of termination); (2) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (3) the date on which the Executive receives substantially similar coverage from another employer or other source. (iii) Any obligation of Company to Executive under this Section 5(d) (other than for the Final Compensation or for benefits required by law) is conditioned upon Executive’s execution and delivery to Company and the expiration of all applicable statutory revocation periods of a release of claims in the form attached hereto as Exhibit A (the “Executive Release”), provided, that the terms of such Executive Release shall be subject to modification to the extent necessary to comply with: (a) the fact that Company is simultaneously terminating more than one executive as part of a group termination decision or (b) changes in applicable law, if any, occurring after the date hereof, and prior to the date such Executive Release is executed.

By Company Other than for Cause or by Executive for Good Reason. Company may terminate Executive’s employment hereunder other than for Cause at any time upon thirty (30) days’ written notice to Executive and Executive may terminate Executive’s employment hereunder for Good Reason at any time upon thirty (30) days’ written notice to Company. (i) In the event of a termination of Executive’s employment under this Section 5(d), in addition to the Final Compensation, Executive shall receive: (1) continuation payment of Executive’s applicable Base Salary, at Salary for the rate in effect as period of the date immediately preceding (a) six (6) months from the date of termination, until when the earlier of: (x) the Term End Date and (y) the first anniversary of the date of termination (provided, however, if the date of said termination is effected after the first anniversary of the Effective Date, the period pursuant to this subsection shall be eighteen or (18b) twelve (12) months after from the date of termination), when the said termination is effected after second anniversary of the Effective Date; payable in accordance with the Company’s regular payroll practices, less applicable withholdings, commencing at the conclusion of the period set forth in Section 5(d)(iii), provided that the first installment of such payments shall include all amounts which would have been paid during the period between Executive’s date of termination and the date of such first installment; and (2) if the date of termination occurs after the end of a calendar year but prior to the date on which a Bonus is paid under Section 4(d4(b), payment of such Bonus as determined under Section 4(d4(b) shall be at the time proscribed by Section 4(b); and (3) payment of a pro-rata portion of the amount of Executive’s Bonus for the year in which termination occurs that would have been payable based on actual performance determined under the terms of the Bonus as then in effect for such year, with such pro-rata portion calculated by multiplying the amount of such bonus for the year in which such termination occurs (as determined by the Board based on actual performance for such year) by a number: (x) the numerator of which is the number of days worked by Executive during the year of such termination, and (y) the denominator of which is three hundred sixty-five (365), with such payment to be made after the determination of the Bonus pursuant to Section 4(b). (ii) If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on the 1st day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (1) the first anniversary of the date of termination (provided, however, if the date of termination is after the first anniversary of the Effective Date, the period pursuant to this subsection (1) shall be eighteen six (186) months after the date of termination); (2) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (3) the date on which the Executive receives substantially similar coverage from another employer or other source. (iii) Any obligation of Company to Executive under this Section 5(d) (other than for the Final Compensation or for benefits required by law) is conditioned upon Executive’s execution and delivery to Company and the expiration of all applicable statutory revocation periods of a release of claims in the form attached hereto as Exhibit A (the “Executive Release”), provided, that the terms of such Executive Release shall be subject to modification to the extent necessary to comply with: (a) the fact that Company is simultaneously terminating more than one executive as part of a group termination decision or (b) changes in applicable law, if any, occurring after the date hereof, and prior to the date such Executive Release is executed.

By Company Other than for Cause or by Executive for Good Reason. Company may terminate Executive’s employment hereunder other than for Cause at any time upon thirty (30) days’ written notice to Executive and Executive may terminate Executive’s employment hereunder for Good Reason at any time upon thirty (30) days’ written notice to Company. (i) In the event of a termination of Executive’s employment under this Section 5(d), in addition to the Final Compensation, Executive shall receive: (1A) continuation of Executive’s Base Salary, at the rate in effect as of the date immediately preceding the date of termination, until the earlier of: of (x) the Term End Date and (y) the first anniversary of the date of termination (provided, however, however if the date of termination is after the first anniversary of the Effective Start Date, the period pursuant to this subsection (y) shall be eighteen (18) months after the date of termination), payable in accordance with the Company’s regular payroll practices, less applicable withholdings, commencing at the conclusion of the period set forth in Section 5(d)(iii), provided that the first installment of such payments shall include all amounts which would have been paid during the period between Executive’s date of termination and the date of such first installment; and (2B) if the date of termination occurs after the end of a calendar year but prior to the date on which a Bonus is paid under Section 4(d4(b), payment of such Bonus as determined under Section 4(d4(b) shall be at the time proscribed by Section 4(b); and (3C) payment of a pro-rata portion of the amount of Executive’s Bonus for the year in which termination occurs that would have been payable based on actual performance determined under the terms of the Bonus as then in effect for such year, with such pro-rata portion calculated by multiplying the amount of such bonus for the year in which such termination occurs (as determined by the Board based on actual performance for such year) by a number: (x) the numerator of which is the number of days worked by Executive during the year of such termination, and (y) the denominator of which is three hundred sixty-five (365), with such payment to be made after the determination of the Bonus pursuant to Section 4(b). (ii) If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on the 1st day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (1A) the first anniversary of the date of termination (provided, however, however if the date of termination is after the first anniversary of the Effective Start Date, the period pursuant to this subsection (1A) shall be eighteen (18) months after the date of termination); ; (2B) the date the Executive is no longer eligible to receive COBRA continuation coverage; and and (3C) the date on which the Executive receives substantially similar coverage from another employer or other source. (iii) Any obligation of Company to Executive under this Section 5(d) (other than for the Final Compensation or for benefits required by law) is conditioned upon Executive’s execution and delivery to Company and the expiration of all applicable statutory revocation periods of a release of claims in the form attached hereto as Exhibit A (the “Executive Release”), provided, that the terms of such Executive Release provided, that the terms of such Executive Release shall be subject to modification to the extent necessary to comply with: with (a) the fact that Company is simultaneously terminating more than one executive employee is simultaneously being terminated by Company as part of a group termination decision or (b) changes in applicable law, if any, occurring after the date hereof, hereof and prior to the date such Executive Release is executed.

By Company Other than for Cause or by Executive for Good Reason. Company may terminate Executive’s employment hereunder other than for Cause at any time upon thirty (30) days’ written notice to Executive and Executive may terminate Executive’s employment hereunder for Good Reason at any time upon thirty (30) days’ written notice to Company. (i) In the event of a termination of Executive’s employment under this Section 5(d), in addition to the Final Compensation, Executive shall receive: (1) continuation of Executive’s Base Salary, at the rate in effect as of the date immediately preceding the date of termination, until the earlier of: of (x) the Term End Date and (y) the first anniversary of the date of termination (provided, however, if the date of termination is after the first anniversary of the Effective Start Date, the period pursuant to this subsection shall be eighteen (18) months after the date of termination), payable in accordance with the Company’s regular payroll practices, less applicable withholdings, commencing at the conclusion of the period set forth in Section 5(d)(iii), provided that the first installment of such payments shall include all amounts which would have been paid during the period between Executive’s date of termination and the date of such first installment; and (2) if the date of termination occurs after the end of a calendar year but prior to the date on which a Bonus is paid under Section 4(d4(b), payment of such Bonus as determined under Section 4(d4(b) shall be at the time proscribed by Section 4(b); and (3) payment of a pro-rata portion of the amount of Executive’s Bonus for the year in which termination occurs that would have been payable based on actual performance determined under the terms of the Bonus as then in effect for such year, with such pro-rata portion calculated by multiplying the amount of such bonus for the year in which such termination occurs (as determined by the Board based on actual performance for such year) by a number: (x) the numerator of which is the number of days worked by Executive during the year of such termination, and (y) the denominator of which is three hundred sixty-five (365), with such payment to be made after the determination of the Bonus pursuant to Section 4(b). (ii) If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on the 1st day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (1) the first anniversary of the date of termination (provided, however, if the date of termination is after the first anniversary of the Effective Start Date, the period pursuant to this subsection (1A) shall be eighteen (18) months after the date of termination); (2) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (3) (C) the date on which the Executive receives substantially similar coverage from another employer or other source. (iii) Any obligation of Company to Executive under this Section 5(d) (other than for the Final Compensation or for benefits required by law) is conditioned upon Executive’s execution and delivery to Company and the expiration of all applicable statutory revocation periods of a release of claims in the form attached hereto as Exhibit A (the “Executive Release”), provided, that the terms of such Executive Release provided, that the terms of such Executive Release shall be subject to modification to the extent necessary to comply with: with (a) the fact that Company is simultaneously terminating more than one executive as part of a group termination decision or (b) changes in applicable law, if any, occurring after the date hereof, and prior to the date such Executive Release is executed.

By Company Other than for Cause or by Executive for Good Reason. Company may terminate Executive’s employment hereunder other than for Cause at any time upon thirty (30) days’ written notice to Executive and Executive may terminate Executive’s employment hereunder for Good Reason at any time upon thirty (30) days’ written notice to Company. (i) In the event of a termination of Executive’s employment under this Section 5(d), in addition to the Final Compensation, Executive shall receive: (1A) continuation of Executive’s Base Salary, at the rate in effect as of the date immediately preceding the date of termination, until the earlier of: of (x) the Term End Date and (y) the first anniversary of the date of termination (provided, however, if the date of termination is after the first anniversary of the Effective Date, the period pursuant to this subsection shall be eighteen (18) months after the date of termination), payable in accordance with the Company’s regular payroll practices, less applicable withholdings, commencing at the conclusion of the period set forth in Section 5(d)(iii), provided that the first installment of such payments shall include all amounts which would have been paid during the period between Executive’s date of termination and the date of such first installment; and (2B) if the date of termination occurs after the end of a calendar year but prior to the date on which a Bonus is paid under Section 4(d4(b), payment of such Bonus as determined under Section 4(d4(b) shall be at the time proscribed by Section 4(b); and (3C) payment of a pro-rata portion of the amount of Executive’s Bonus for the year in which termination occurs that would have been payable based on actual performance determined under the terms of the Bonus as then in effect for such year, with such pro-rata portion calculated by multiplying the amount of such bonus for the year in which such termination occurs (as determined by the Board based on actual performance for such year) by a number: (x) the numerator of which is the number of days worked by Executive during the year of such termination, and (y) the denominator of which is three hundred sixty-five (365), with such payment to be made after the determination of the Bonus pursuant to Section 4(b). (ii) If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on the 1st day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: : (1A) the first anniversary of the date of termination (provided, however, if the date of termination is after the first anniversary of the Effective Date, the period pursuant to this subsection (1) shall be eighteen (18) months after the date of termination); termination of employment; (2B) the date the Executive is no longer eligible to receive COBRA continuation coverage; and and (3C) the date on which the Executive receives substantially similar coverage from another employer or other source. (iii) Any obligation of Company to Executive under this Section 5(d) (other than for the Final Compensation or for benefits required by law) is conditioned upon Executive’s execution and delivery to Company and the expiration of all applicable statutory revocation periods of a release of claims in the form attached hereto as Exhibit A (the “Executive Release”), provided, that the terms of such Executive Release provided, that the terms of such Executive Release shall be subject to modification to the extent necessary to comply with: with (a) the fact that Company is simultaneously terminating more than one executive employee is simultaneously being terminated by Company as part of a group termination decision or (b) changes in applicable law, if any, occurring after the date hereof, hereof and prior to the date such Executive Release is executed.

By Company Other than for Cause or by Executive for Good Reason. Company may terminate Executive’s employment hereunder other than for Cause at any time upon thirty (30) days’ written notice to Executive and Executive may terminate Executive’s employment hereunder for Good Reason at any time upon thirty (30) days’ written notice to Company. (i) In the event of a termination of Executive’s employment under this Section 5(d), in addition to the Final Compensation, Executive shall receive: (1) continuation of Executive’s Base Salary, at the rate in effect as of the date immediately preceding the date of termination, until the earlier of: (x) the Term End Date and (y) the first anniversary of the date of termination (provided, however, if the date of termination is after the first anniversary of the Effective Date, the period pursuant to this subsection shall be eighteen (18) months after the date of termination), payable in accordance with the Company’s regular payroll practices, less applicable withholdings, commencing at the conclusion of the period set forth in Section 5(d)(iii), provided that the first installment of such payments shall include all amounts which would have been paid during the period between Executive’s date of termination and the date of such first installment; and (2) if the date of termination occurs after the end of a calendar year but prior to the date on which a Bonus is paid under Section 4(d), payment of such Bonus as determined under Section 4(d) shall be at the time proscribed by Section 4(b); and (3) payment of a pro-rata portion of the amount of Executive’s Bonus for the year in which termination occurs that would have been payable based on actual performance determined under the terms of the Bonus as then in effect for such year, with such pro-rata portion calculated by multiplying the amount of such bonus for the year in which such termination occurs (as determined by the Board based on actual performance for such year) by a number: (x) the numerator of which is the number of days worked by Executive during the year of such termination, and (y) the denominator of which is three hundred sixty-five (365), with such payment to be made after the determination of the Bonus pursuant to Section 4(b). (ii) If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on the 1st day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (1) the first anniversary of the date of termination (provided, however, if the date of termination is after the first anniversary of the Effective Date, the period pursuant to this subsection (1) shall be eighteen (18) months after the date of termination); (2) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (3) the date on which the Executive receives substantially similar coverage from another employer or other source. (iii) Any obligation of Company to Executive under this Section 5(d) (other than for the Final Compensation or for benefits required by law) is conditioned upon Executive’s execution and delivery to Company and the expiration of all applicable statutory revocation periods of a release of claims in the form attached hereto as Exhibit A (the “Executive Release”), provided, that the terms of such Executive Release shall be subject to modification to the extent necessary to comply with: (a) the fact that Company is simultaneously terminating more than one executive as part of a group termination decision or (b) changes in applicable law, if any, occurring after the date hereofEffective Date, and prior to the date such Executive Release is executed.. ​

By Company Other than for Cause or by Executive for Good Reason. Company may terminate Executive’s employment hereunder other than for Cause at any time upon thirty (30) days’ written notice to Executive and Executive may terminate Executive’s employment hereunder for Good Reason at any time upon thirty (30) days’ written notice to Company. (i) In the event of a termination of Executive’s employment under this Section 5(d), in addition to the Final Compensation, Executive shall receive: (1) continuation of Executive’s Base Salary, at the rate in effect as of the date immediately preceding the date of termination, until the earlier of: (x) the Term End Date and (y) the first anniversary of the date of termination (provided, however, if the date of termination is after the first anniversary of the Effective Date, the period pursuant to this subsection shall be eighteen (18) months after the date of termination), payable in accordance with the Company’s regular payroll practices, less applicable withholdings, commencing at the conclusion of the period set forth in Section 5(d)(iii), provided that the first installment of such payments shall include all amounts which would have been paid during the period between Executive’s date of termination and the date of such first installment; and (2) if the date of termination occurs after the end of a calendar year but prior to the date on which a Bonus is paid under Section 4(d4(b), payment of such Bonus as determined under Section 4(d4(b) shall be at the time proscribed by Section 4(b); and (3) payment of a pro-rata portion of the amount of Executive’s Bonus for the year in which termination occurs that would have been payable based on actual performance determined under the terms of the Bonus as then in effect for such year, with such pro-rata portion calculated by multiplying the amount of such bonus for the year in which such termination occurs (as determined by the Board based on actual performance for such year) by a number: (x) the numerator of which is the number of days worked by Executive during the year of such termination, and (y) the denominator of which is three hundred sixty-five (365), with such payment to be made after the determination of the Bonus pursuant to Section 4(b). (ii) If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on the 1st day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (1) the first anniversary of the date of termination (provided, however, if the date of termination is after the first anniversary of the Effective Date, the period pursuant to this subsection (1) shall be eighteen (18) months after the date of termination); (2) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (3) the date on which the Executive receives substantially similar coverage from another employer or other source. (iii) Any obligation of Company to Executive under this Section 5(d) (other than for the Final Compensation or for benefits required by law) is conditioned upon Executive’s execution and delivery to Company and the expiration of all applicable statutory revocation periods of a release of claims in the form attached hereto as Exhibit A (the “Executive Release”), provided, that the terms of such Executive Release shall be subject to modification to the extent necessary to comply with: (a) the fact that Company is simultaneously terminating more than one executive as part of a group termination decision or (b) changes in applicable law, if any, occurring after the date hereof, and prior to the date such Executive Release is executed.

By Company Other than for Cause or by Executive for Good Reason. Company may terminate Executive’s employment hereunder other than for Cause at any time upon thirty (30) days’ written notice to Executive and Executive may terminate Executive’s employment hereunder for Good Reason at any time upon thirty (30) days’ written notice to Company. (i) In the event of a termination of Executive’s employment under this Section 5(d), in addition to the Final Compensation, Executive shall receive: (1) continuation of Executive’s Base Salary, at the rate in effect as of the date immediately preceding the date of termination, until the earlier of: (x) the Term End Date and (y) the first anniversary of the date of termination (provided, however, if the date of termination is after the first anniversary of the Effective Date, the period pursuant to this subsection shall be eighteen (18) months after the date of termination), payable in accordance with the Company’s regular payroll practices, less applicable withholdings, commencing at the conclusion of the period set forth in Section 5(d)(iii), provided that the first installment of such payments shall include all amounts which would have been paid during the period between Executive’s date of termination and the date of such first installment; and (2) if the date of termination occurs after the end of a calendar year but prior to the date on which a Bonus is paid under Section 4(d), payment of such Bonus as determined under Section 4(d) shall be at the time proscribed by Section 4(b); and (3) payment of a pro-rata portion of the amount of Executive’s Bonus for the year in which termination occurs that would have been payable based on actual performance determined under the terms of the Bonus as then in effect for such year, with such pro-rata portion calculated by multiplying the amount of such bonus for the year in which such termination occurs (as determined by the Board based on actual performance for such year) by a number: (x) the numerator of which is the number of days worked by Executive during the year of such termination, and (y) the denominator of which is three hundred sixty-five (365), with such payment to be made after the determination of the Bonus pursuant to Section 4(b). (ii) If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on the 1st day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (1) the first anniversary of the date of termination (provided, however, if the date of termination is after the first anniversary of the Effective Date, the period pursuant to this subsection (1) shall be eighteen (18) months after the date of termination); (2) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (3) the date on which the Executive receives substantially similar coverage from another employer or other source. (iii) Any obligation of Company to Executive under this Section 5(d) (other than for the Final Compensation or for benefits required by law) is conditioned upon Executive’s execution and delivery to Company and the expiration of all applicable statutory revocation periods of a release of claims in the form attached hereto as Exhibit A (the “Executive Release”), provided, that the terms of such Executive Release shall be subject to modification to the extent necessary to comply with: (a) the fact that Company is simultaneously terminating more than one executive as part of a group termination decision or (b) changes in applicable law, if any, occurring after the date hereofEffective Date, and prior to the date such Executive Release is executed.. ​ ​

By Company Other than for Cause or by Executive for Good Reason. Except --------------------------------------------------------------- as expressly provided in Section 4(b) or 4(e), if Executive is terminated from Company may terminate Executive’s employment hereunder other than for Cause at any time upon Cause, or if Company fails to renew this Agreement other than for Cause, or if Executive resigns from Company for Good Reason within a reasonable period following the event constituting Good Reason, then Company shall: (i) within thirty (30) days’ written notice to days of such termination, pay Executive and Executive may terminate Executive’s employment hereunder for Good Reason at any time upon thirty (30) days’ written notice to Company. (i) In the event of a termination of Executive’s employment under this Section 5(d), in addition lump sum equal to the Final Compensation, Executive shall receive: sum of (1A) continuation of Executive’s Base Salary, at the rate 's annual base salary as in effect as of the date immediately preceding the date of termination, until the earlier of: (x) the Term End Date and (y) the first anniversary of the date of termination (provided, however, if the date of termination is after the first anniversary of the Effective Date, the period pursuant to this subsection shall be eighteen (18) months after the date of termination), payable in accordance with the Company’s regular payroll practices, less applicable withholdings, commencing at the conclusion of the period set forth in Section 5(d)(iii), provided that the first installment of such payments shall include all amounts which would have been paid during the period between Executive’s date of termination and the date of such first installment; and (2) if the date of termination occurs after the end of a calendar year but prior to the date on which a Bonus is paid under Section 4(d), payment of such Bonus as determined under Section 4(d) shall be at the time proscribed by Section 4(b); and (3) payment of a pro-rata portion of the amount of Executive’s Bonus for the year in which termination occurs that would have been payable based on actual performance determined under the terms of the Bonus as then in effect for such year, with such pro-rata portion calculated by multiplying the amount of such bonus for the year in which such termination occurs (as determined by the Board based on actual performance for such year) by a number: (x) the numerator of which is the number of days worked by Executive during the year of such termination, and (yB) 100% of Executive's Target Bonus for the denominator of year prior to the year in which is three hundred sixty-five (365), with such payment to be made after the determination of the Bonus pursuant to Section 4(b).termination occurs; (ii) provide to Executive one hundred percent (100%) Company-paid health, dental, vision and life insurance coverage at the same level of coverage as was provided to Executive immediately prior to the date of termination (the "Company-Paid Coverage"). If such coverage included the Executive's dependents immediately prior to the date of termination, such dependents shall also be covered at Company expense. Company-Paid Coverage shall continue until the earlier of (x) the end of the eighteenth (18th) month following the month in which the date of termination occurred, or (y) the date that the Executive timely and properly elects health continuation coverage his dependents become covered under another employer's group health, dental, vision and life insurance plans that provide Executive and his dependents with comparable benefits and levels of coverage. For purposes of Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“"COBRA”"), the Company shall reimburse date of the "qualifying event" for Executive for the monthly COBRA premium paid by the Executive for himself and his dependents. Such reimbursement dependents shall be paid to the Executive on the 1st day of the month immediately following the month in date upon which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (1) the first anniversary of the date of termination (provided, however, if the date of termination is after the first anniversary of the Effective Date, the period pursuant to this subsection (1) shall be eighteen (18) months after the date of termination); (2) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (3) the date on which the Executive receives substantially similar coverage from another employer or other sourceCompany-Paid Coverage terminates. (iii) Any obligation forgive any remaining amounts due on the loans described in Section 3(d), and within 30 days of Company to such forgiveness of indebtedness shall pay Executive under this Section 5(din a single lump sum an amount ("Gross-Up Payment") (other than for such that after payment by the Final Compensation or for benefits required by law) is conditioned upon Executive’s execution and delivery to Company and the expiration Executive of all applicable statutory revocation periods of a release of claims in the form attached hereto as Exhibit A taxes (the “Executive Release”including any interest or penalties imposed with respect to such taxes), providedincluding, that without limitation, any income taxes and excise tax imposed upon the terms Gross-Up Payment, the Executive retains an amount of such Executive Release shall be subject to modification the Gross-Up Payment equal to the extent necessary to comply with: (a) total federal and state taxes imposed upon the fact that Company is simultaneously terminating more than one executive as part forgiveness of a group termination decision or (b) changes in applicable law, if any, occurring after the date hereof, and prior to the date such Executive Release is executedindebtedness.

By Company Other than for Cause or by Executive for Good Reason. Company may terminate Executive’s employment hereunder other than for Cause at any time upon thirty (30) days’ written notice to Executive and Executive may terminate Executive’s employment hereunder for Good Reason at any time upon thirty (30) days’ written notice to Company. (i) . In the event of a termination of Executive’s employment under this Section 5(d), in addition to the Final Compensation, Executive shall receive, subject to any applicable delay set forth in Section 14 below: (1i) continuation of The Final Compensation; and (ii) Subject to Executive’s Base Salarysigning, at delivering and not revoking the rate in effect Release attached as of the date immediately preceding the date of terminationExhibit A, until the earlier of: (x) the Term End Date which Release must be signed, delivered and (y) the first anniversary of the date of termination (provided, however, if the date of termination is after the first anniversary of the Effective Date, the period pursuant to this subsection shall be eighteen (18) months after the date of termination), payable in accordance with the Company’s regular payroll practices, less applicable withholdings, commencing at the conclusion of not revoked within the period set forth in Section 5(d)(iii), the Release (provided that the first installment of such payments shall include all amounts which would have been paid during the period between Executive’s date of termination and the date of such first installment; and (2) if the date of termination occurs after the end of a calendar year but prior to the date on which a Bonus is paid under Section 4(d), payment of such Bonus as determined under Section 4(d) shall be at the time proscribed by Section 4(b); and (3) payment of a pro-rata portion of the amount of Executive’s Bonus for the year in which termination occurs that would have been payable based on actual performance determined under the terms of the Bonus as then in effect for such year, with such pro-rata portion calculated by multiplying the amount of such bonus for the year in which such termination occurs (as determined by the Board based on actual performance for such year) by a number: (x) the numerator of which is the number of days worked by Executive during the year of such termination, and (y) the denominator of which is three hundred sixty-five (365), with such payment to be made after the determination of the Bonus pursuant to Section 4(b). (ii) If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on the 1st day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (1) the first anniversary of the date of termination (provided, however, if the date of termination is after the first anniversary of the Effective Date, the period pursuant to this subsection (1) shall be eighteen (18) months after the date of termination); (2) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (3) the date on which the Executive receives substantially similar coverage from another employer or other source. (iii) Any obligation of Company to Executive under this Section 5(d) (other than for the Final Compensation or for benefits required by law) is conditioned upon Executive’s execution and delivery to Company and the expiration of all applicable statutory revocation periods of a release of claims in the form attached hereto as Exhibit A (the “Executive Release”), provided, that the terms of such Executive Release shall be subject to modification to the extent necessary to comply with: with (a) the fact that Company is simultaneously terminating more than one executive employee is simultaneously being terminated by Company as part of a group termination decision or (b) changes in applicable law, if any, occurring after the date hereof, hereof and prior to the date such Executive Release is executed): A. A monthly payment equal to the continuation of Executive’s annual base salary in effect immediately preceding such termination for (x) the remainder of the Term or (y) twenty-four (24) months from the date of termination, whichever is greater. B. If termination occurs before the last day of the evaluative period of the annual incentive plan, the annual incentive compensation or other renumeration shall be deemed “earned” as of the date of termination and shall be calculated as a prorata portion of the target incentive plan compensation based on the date of the termination of employment, with the prorata percentage determined by a numerator equal to the number of days from the start of the incentive period through the date of termination and the denominator is 365 (the “Pro Rata Annual Incentive”). Such Pro Rata Annual Incentive shall be paid to the Executive at the same time that the Annual Incentive is otherwise paid to pursuant to its terms. C. If Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company shall pay or reimburse Executive for the monthly COBRA premium paid by Company for Executive and Executive’s enrolled spouse and dependents, less the amount Executive would be required to contribute for such coverage if Executive was an active employee of Company, until the earliest of (I) the 18-month anniversary of Executive’s termination date, (II) the date Executive is no longer eligible to receive COBRA continuation coverage, or (III) the date on which Executive receives substantially similar coverage from another employer or other source (the “Termination Health Care Continuance Benefit”). D. A payment equal to two (2) times the average of Executive’s most recent two (2) Annual Incentive payments (not taking into account any Pro Rata Annual Incentive paid as part of Final Compensation). If Executive does not have two Annual Incentive payments, then the average shall equal the most recent Annual Incentive payment. This payment shall be payable in a lump sum on the thirtieth (30th) day after Executive’s termination of employment.

By Company Other than for Cause or by Executive for Good Reason. During the Term, the Company may terminate Executive’s employment hereunder other than for Cause at any time for any reason or for no reason and, upon thirty (30) days’ written notice to Executive and Company, Executive may terminate Executive’s employment hereunder for Good Reason at any time upon thirty (30) days’ written notice to Companytime. (i) In the event of a termination of Executive’s employment under this Section 5(d), in addition to the Final Compensation, (a) if termination is by Company, then Executive shall receive: (1receive i) continuation of Executive’s Base Salary, at the rate in effect as of the date immediately preceding the date of termination, until the earlier of: for a period of twelve (x) the Term End Date and (y) the first anniversary of the date of termination (provided, however, if the date of termination is after the first anniversary of the Effective Date, the period pursuant to this subsection shall be eighteen (1812) months after the date of termination), payable in accordance with the Company’s regular payroll practices, less applicable withholdings, commencing at the conclusion of the period set forth in Section 5(d)(iii), provided that the first installment of such payments shall include all amounts which would have been paid during the period between Executive’s date of termination and the date of such first installment; and plus ii) an amount equal to fifty percent (250%) if the date of termination occurs after the end of a calendar year but prior to the date on which a Bonus is paid under Section 4(d), payment of such Bonus as determined under Section 4(d) shall be at the time proscribed by Section 4(b); and (3) payment of a pro-rata portion of the amount of Executive’s Target Bonus for (the year in which termination occurs that would have been payable based on actual performance determined under the terms of the Bonus as then in effect for such year, with such pro-rata portion calculated by multiplying the amount of such bonus for the year in which such termination occurs (as determined by the Board based on actual performance for such year) by a number: (x) the numerator of which is the number of days worked by Executive during the year of such termination“Adjusted Target Bonus”), and (yb) the denominator of which if termination is three hundred sixty-five (365)by Executive, with such payment to be made after the determination of the Bonus pursuant to Section 4(b). (ii) If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on the 1st day of the month immediately following the month in which the Executive timely remits the premium payment. The then Executive shall be eligible to receive such reimbursement until i) continuation of Executive’s Base Salary, at the earliest of: (1) the first anniversary rate in effect as of the date immediately preceding Executive’s notice, for a period of termination twelve (provided, however, if the date of termination is after the first anniversary of the Effective Date, the period pursuant to this subsection (1) shall be eighteen (1812) months after the date of termination); (2such notice is provided by Executive, plus ii) the Adjusted Target Bonus. For clarity, the Adjusted Target Bonus will be divided such that it, together with any other amounts due under this paragraph 5(d)(1) shall be made in equal installments on the Company’s regularly scheduled payroll dates for twelve (12) months, commencing on the first regularly scheduled payroll date after the Executive is no longer eligible to receive COBRA continuation coverage; and (3) the date on which the Executive receives substantially similar coverage from another employer or other sourceRelease becomes irrevocable. (iiiii) Any obligation of Company to Executive under this Section 5(d) (other than for the Final Compensation or for benefits required by law) is conditioned upon (A) Executive’s compliance with the covenants contains in Sections 7 and 8 and the Restrictive Covenants and (B) Executive’s execution and delivery to Company and the expiration of all applicable statutory revocation periods of a release of claims in the form attached hereto as Exhibit A (the “Executive Release”), provided, that the terms of such Executive Release shall be subject to modification to the extent necessary to comply with: with (a) the fact that Company is simultaneously terminating more than one executive employee is simultaneously being terminated by Company as part of a group termination decision or (b) changes in applicable law, if any, occurring after the date hereof, hereof and prior to the date such Executive Release is executed. (iii) If Executive’s employment is terminated pursuant to Sections 5(a), 5(b) or 5(c) or is terminated upon expiration of this Agreement on the End Date or termination of Executive on any date following the End Date, Executive shall not be entitled to the benefits described in this Section 5(d).