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

By the Company Other Than for Cause or by Executive for Good Reason. The Company may terminate Executive’s employment hereunder other than for Cause (and other than due to Disability) at any time upon thirty (30) days’ advance written notice to Executive and Executive may terminate her employment hereunder at any time upon thirty (30) days’ advance written notice to the Company. In the event of a termination of Executive’s employment hereunder by the Company other than for Cause or by Executive for Good Reason, Executive shall be entitled to her Accrued Rights (payable on their normal payment dates; provided that accrued but unused vacation time shall be paid within thirty (30) days following the date of termination of Executive’s employment) plus the following benefits (collectively, the “Separation Benefits”): (i) a severance payment equal to two times the sum of (A) Executive’s then current Base Salary and (B) the Guaranteed Bonus, which amount shall be paid, subject to the provisions of Section 16 hereof, in a lump-sum on the 53rd day following the date of termination; (ii) a Pro-Rata Bonus, payable at such time as annual bonuses are ordinarily paid to other senior executives of the Company in respect of the fiscal year in which Executive’s termination occurs, but in no event later than the end of the calendar year in which such fiscal year ends; (iii) continuation of any fully insured health, dental and vision insurance benefits and any life insurance benefits for Executive and her dependents, for twelve (12) months following termination of employment (at a cost no less favorable than that applicable to other participants in the Company’s benefit plans during such time); (iv) subject to the provisions of Section 16 hereof, monthly payments to Executive of the difference between Executive’s share of the monthly COBRA premiums for any fully or partially self-funded health, dental and vision plan coverage provided by the Company and the active employee monthly contribution therefor, for twelve (12) months following termination of employment (provided that any such payments otherwise payable to Executive within the first 52 days following such termination shall not be paid on the otherwise scheduled payment date but shall instead accumulate and be paid on the 53rd day following the date of termination); (v) an additional twelve (12) months of vesting credit with respect to the Stock Option. Notwithstanding the foregoing, unless, on or prior to the 52nd day following the date of termination of employment, Executive shall have signed the Release of Claims in the form attached hereto as Exhibit E and such Release of Claims shall have become effective in accordance with its terms, (w) no payment shall be paid or made available to Executive under clause (i) or (iv) of this Section 4(c), (x) the Company shall be relieved of all obligations to make any further payments, or provide or make available any further benefits, to Executive pursuant to clause (ii) or (iii) of this Section 4(c), (y) Executive shall be required to repay the Company, in cash, within five (5) business days after written demand is made therefor by the Company, an amount equal to the value of any payments or benefits received by Executive pursuant to clause (ii) or (iii) of this Section 4(c) and (z) Executive shall forfeit any portion of the Stock Option that vested pursuant to clause (v) of Section 4(c). Notwithstanding anything in this Agreement to the contrary, payment of any or all of the Separation Benefits is expressly contingent upon the Executive’s continued substantial compliance with the terms and conditions of Sections 6, 7, 8 and 9 of this Agreement; provided Executive had received notice thereof and failed promptly to cure any such breach to the extent curable. Executive recognizes that, except as expressly provided in this Section 4 or pursuant to the terms of Executive’s equity grant agreements, no compensation is owed to her after termination of her employment.

By the Company Other Than for Cause or by Executive for Good Reason. The Company may terminate Executive’s employment hereunder other than for Cause (and other than due to Disability) at any time upon thirty (30) days’ advance written notice to Executive and Executive may terminate her employment hereunder at any time upon thirty (30) days’ advance written notice to the Company. In the event of a termination of Executive’s employment hereunder by the Company other than for Cause or by Executive for Good Reason, Executive shall be entitled to her Accrued Rights (payable on their normal payment dates; provided that accrued but unused vacation time shall be paid within thirty (30) days following the date of termination of Executive’s employment) plus the following benefits (collectively, the “Separation Benefits”): (i) a severance payment equal to two three times the sum of (A) Executive’s then current Base Salary and (B) the Guaranteed BonusSalary, which amount shall be paid, subject to the provisions of Section 16 hereof, in a lump-sum on the 53rd day following the date of termination; (ii) a Pro-Rata Bonus, payable at such time as annual bonuses are ordinarily paid to other senior executives of the Company in respect of the fiscal year in which Executive’s termination occurs, but in no event later than the end of the calendar year in which such fiscal year ends; (iii) continuation of any fully insured access to the Company’s life, health, dental and vision insurance benefits and any life insurance benefits for Executive and her dependents, for twelve twenty-four (1224) months following termination of employment (at a the full cost no less favorable than that therefor, which, in connection with the medical health, dental and vision, the parties acknowledge is the applicable COBRA rate therefor unless there is guidance to other participants in the Company’s benefit plans during such time)contrary from the U.S. Treasury Department; (iviii) subject to the provisions of Section 16 16, hereof, monthly payments to Executive of an amount equal to the difference between Executive’s share sum of (x) in the monthly COBRA case of life insurance, the premiums for any fully or partially self-funded due to maintain the then existing basic coverage that had been provided at employer cost while Executive was employed, (y) in the case of health, dental and vision plan coverage provided by coverage, the Company difference between such full cost and the active employee monthly contribution thereforfor such coverage and (z) an additional amount so that Executive is no worse off on an after tax basis than she would be as an employee receiving such coverages, for twelve twenty-four (1224) months following termination of employment (provided employment(provided that any such payments otherwise payable to Executive within the first 52 days following such termination shall not be paid on the otherwise scheduled payment date but shall instead accumulate and be paid on the 53rd day following the date of termination, and provided further that the Company and Executive may, to and only to the extent permitted by Code Section 409A, mutually agree to alter the mechanics of the payments hereunder); and (viv) an additional twelve (12) months of vesting credit with respect to any outstanding equity awards held by Executive on the Stock Optiondate of termination. Notwithstanding the foregoing, unless, on or prior to the 52nd day following the date of termination of employment, Executive shall have signed the Release of Claims in the form attached hereto as Exhibit E C and such Release of Claims shall have become effective in accordance with its terms, (w1) no payment shall be paid or made available to Executive under clause (i) or (iviii) of this Section 4(c), (x2) the Company shall be relieved of all obligations to make any further payments, or provide or make available any further benefits, benefits to Executive pursuant to clause (ii) or (iii) of this Section 4(c), (y3) Executive shall be required to repay the Company, in cash, within five (5) business days after written demand is made therefor by the Company, an amount equal to the value of any payments or benefits received by Executive pursuant to clause (ii) or (iii) of this Section 4(c) and (z4) Executive shall forfeit any portion of the Stock Option any equity award that vested pursuant to clause (viv) of Section 4(c). Notwithstanding anything in this Agreement to the contrary, payment of any or all of the Separation Benefits is expressly contingent upon the Executive’s continued substantial compliance with the terms and conditions of Sections 6, 7, 8 and 9 of this Agreement; provided Executive had received notice thereof and failed promptly to cure any such breach to the extent curable. Executive recognizes that, except as expressly provided in this Section 4 or pursuant to the terms of Executive’s equity grant agreements, no compensation is owed to her after termination of her employment.

By the Company Other Than for Cause or by Executive for Good Reason. The Company may terminate Executive’s employment hereunder other than for Cause (and other than due to Disability) at any time upon thirty (30) days’ advance written notice to Executive and Executive may terminate her Executive’s employment hereunder at any time for Good Reason within thirty (30) days following the occurrence of the event constituting Good Reason upon thirty (30) days’ advance written notice to the Company. In the event of a termination of Executive’s employment hereunder by the Company other than for Cause or by Executive for Good Reason, Executive shall be entitled to her Executive’s Accrued Rights (payable on their normal payment dates; provided that accrued but unused vacation time shall be paid within thirty (30) days following the date of termination of Executive’s employment) plus the following benefits (collectively, the “Separation Benefits”): (i) a severance payment equal to two times the sum of (A) one (1) times Executive’s then current Base Salary and plus (B) (1) if the Guaranteed date of termination occurs during the 2011 calendar year, an amount equal to the greater of (a) one half the Target Bonus and (b) a pro-rata portion of the Annual Bonus for the 2011 calendar year, based on actual results of the Company as of the date of termination, which amount shall be calculated based upon a formula, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable performance period during which Executive was employed by the Company or (2) if the date of termination occurs after the 2011 calendar year, an amount equal to the Target Bonus, which amount shall be paid, subject to the provisions of Section 16 hereof, in a lump-sum on the 53rd fifty third (53rd) day following the date of termination; (ii) a Pro-Rata Bonus, payable at such time as annual bonuses are ordinarily paid to other senior executives of the Company in respect of the fiscal year in which Executive’s termination occurs, but in no event later than the end of the calendar year in which such fiscal year ends; (iii) continuation of any fully insured health, dental and vision insurance benefits and any life insurance benefits for Executive and her dependents, for twelve (12) months following termination of employment (at a cost no less favorable than that applicable to other participants in the Company’s benefit plans during such time); (iv) subject to the provisions of Section 16 hereof, coverage or monthly payments to Executive of the difference between Executive’s share of the monthly COBRA premiums for any fully or partially self-funded health, dental and vision plan coverage provided by the Company and the active employee monthly contribution therefor, for twelve (12) months following termination of employment (provided that any such payments otherwise payable to Executive within the first 52 days following such termination shall not be paid on the otherwise scheduled payment date but shall instead accumulate and be paid on the 53rd day following the date of termination); (v) an additional twelve (12) months of vesting credit with respect to the Stock Option. Notwithstanding the foregoing, unless, on or prior to the 52nd day following the date of termination of employment, Executive shall have signed the Release of Claims in the form attached hereto as Exhibit E and such Release of Claims shall have become effective in accordance with its terms, (w) no payment shall be paid or made available to Executive under clause (i) or (iv) of this Section 4(c), (x) the Company shall be relieved of all obligations to make any further payments, or provide or make available any further benefits, to Executive pursuant to clause (ii) or (iii) of this Section 4(c), (y) Executive shall be required to repay the Company, in cash, within five (5) business days after written demand is made therefor by the Company, an amount equal to the value of any payments or benefits received by Executive pursuant to clause (ii) or (iii) of this Section 4(c) and (z) Executive shall forfeit any portion of the Stock Option that vested pursuant to clause (v) of Section 4(c). Notwithstanding anything in this Agreement to the contraryapplicable COBRA premium rate, payment of any or all of the Separation Benefits is expressly contingent upon the if any, for Executive, Executive’s continued substantial compliance with the terms spouse and conditions of Sections 6, 7, 8 and 9 of this Agreement; provided Executive had received notice thereof and failed promptly to cure any such breach to the extent curable. Executive recognizes that, except as expressly provided in this Section 4 or pursuant to the terms of Executive’s equity grant agreements, no compensation is owed to her after termination of her employment.eligible dependents for twenty-four

By the Company Other Than for Cause or by Executive for Good Reason. The Company may terminate Executive’s employment hereunder other than for Cause (and other than due to Disability) at any time upon thirty (30) days’ advance written notice to Executive and Executive may terminate her Executive’s employment hereunder at any time for Good Reason within thirty (30) days following the occurrence of the event constituting Good Reason upon thirty (30) days’ advance written notice to the Company. In the event of a termination of Executive’s employment hereunder (i) by the Company other than for Cause (but not in connection with an Approved Change of Control as set forth in paragraph (d) below), or (ii) by Executive for Good Reason, Executive shall be entitled to her Executive’s Accrued Rights (payable on their normal payment dates; provided that accrued but unused vacation time shall be paid within thirty (30) days following the date of termination of Executive’s employment) plus the following benefits (collectively, the “Separation Benefits”): (i) a severance payment equal to two times the sum of (A) Executive’s then current Base Salary and plus (B) the Guaranteed BonusTarget Bonus plus (C) a pro-rata portion of the Target Bonus for the calendar year in which the termination occurs which pro rata amount shall be calculated based upon a formula, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable performance period during which Executive was employed by the Company; which aggregate amount shall be paid, subject to the provisions of Section 16 hereof, in a lump-sum on the 53rd fifty third (53rd) day following the date of termination; (ii) a Pro-Rata Bonuscoverage or monthly payments equal to the applicable COBRA premium rate, payable at such time as annual bonuses are ordinarily paid to other senior executives of the Company in respect of the fiscal year in which if any, for Executive, Executive’s termination occurs, but in no event later than the end of the calendar year in which such fiscal year ends; (iii) continuation of any fully insured health, dental spouse and vision insurance benefits and any life insurance benefits for Executive and her dependents, Executive’s eligible dependents for twelve (12) months following termination of employment (at a cost no less favorable than that applicable with respect to other participants in the Company’s any welfare benefit plans during such time); (iv) subject to the provisions of Section 16 hereof, monthly payments to for which Executive of the difference between Executive’s share of the monthly elects COBRA premiums for any fully or partially self-funded health, dental and vision plan coverage provided by the Company and the active employee monthly contribution therefor, for twelve (12) months following termination of employment (provided that any such payments otherwise payable to Executive within the first 52 fifty two (52) days following such termination shall not be paid on the otherwise scheduled payment date but shall instead accumulate and be paid on the 53rd fifty third (53rd) day following the date of termination) (the benefits described in this subsection (ii), the “COBRA Benefits”); (v) an additional twelve (12) months of vesting credit with respect to the Stock Option. Notwithstanding the foregoing, unless, on or prior to the 52nd day following the date of termination of employment, Executive shall have signed the Release of Claims in the form attached hereto as Exhibit E and such Release of Claims shall have become effective in accordance with its terms, (w) no payment shall be paid or made available to Executive under clause (i) or (iv) of this Section 4(c), (x) the Company shall be relieved of all obligations to make any further payments, or provide or make available any further benefits, to Executive pursuant to clause (ii) or (iii) of this Section 4(c), (y) Executive shall be required to repay the Company, in cash, within five (5) business days after written demand is made therefor by the Company, an amount equal to the value of any payments or benefits received by Executive pursuant to clause (ii) or (iii) of this Section 4(c) and (z) Executive shall forfeit any portion of the Stock Option that vested pursuant to clause (v) of Section 4(c). Notwithstanding anything in this Agreement to the contrary, payment of any or all of the Separation Benefits is expressly contingent upon the Executive’s continued substantial compliance with the terms and conditions of Sections 6, 7, 8 and 9 of this Agreement; provided Executive had received notice thereof and failed promptly to cure any such breach to the extent curable. Executive recognizes that, except as expressly provided in this Section 4 or pursuant to the terms of Executive’s equity grant agreements, no compensation is owed to her after termination of her employment.Accrued