Common use of By the Executive for Good Reason; by the Employer Other Than For Cause Clause in Contracts

By the Executive for Good Reason; by the Employer Other Than For Cause. (1) The Executive may terminate, without liability, his employment for Good Reason (as defined below) upon advance written notice of thirty (30) calendar days to the Employer; and the Employer may terminate the Executive’s employment Other Than For Cause (as defined below) upon advance written notice of thirty (30) days to the Executive. Upon a termination of Executive’s employment Other Than For Cause or for Good Reason, subject to satisfaction of the conditions set forth in Section 4(c)(2), Executive shall be entitled to receive from the Employer the following sums, each payable within the time frame set forth herein: (i) the Accrued Rights payable in a lump sum within twenty (20) business days after the date of termination; (ii) an amount equal to 100% of Executive’s Annual Salary as in effect at the date of termination, to be paid in equal installments in accordance with the Employer’s payroll practices then in effect over the course of twelve (12) months following the effective time of the Release required by Section 4(c)(2) (the “Severance Payment”); (iii) a pro-rata portion of the Annual Bonus earned for the fiscal year of termination, the amount of which will be the amount determined by the Compensation Committee based on actual performance of the Employer and the Executive for the fiscal year, multiplied by a fraction, the numerator of which is the number of days during the fiscal year of Executive’s termination before the date of termination, and the denominator of which is three hundred sixty-five (365), to be paid in a lump sum as soon as practicable after determination of the Annual Bonus consistent with the Employer’s normal bonus determination practices but not later than the 15th day of the third month following the end of the Employer’s fiscal year to which the bonus relates (the “Termination Year Bonus”); (iv) full vesting of all outstanding unvested equity awards held by the Executive as of his date of termination with respect to which the vesting is conditioned solely upon continued service for a specified period (including, without limitation, any outstanding performance-based equity awards with respect to which all performance conditions have been satisfied in full as of the employment termination date but vesting therein remains conditioned thereafter upon continued service for a specified period) (the “Equity Acceleration”); and (v) for twelve (12) months following the effective date of the Release, the Employer shall pay to the Executive a monthly amount before the end each calendar month equal to the difference between the monthly cost of health and dental benefits continuation coverage under COBRA for the Executive and his eligible dependents (assuming coverage eligibility and timely election of COBRA coverage), less the monthly amount that the Executive would be required to contribute for health and dental coverage for the Executive and his eligible dependents if the Executive were still an active employee and Executive Officer of the Employer (the “COBRA Continuation Payments”). Thereafter, except as specifically excluded from the Release (as hereinafter defined), the Employer’s obligations hereunder shall terminate.

By the Executive for Good Reason; by the Employer Other Than For Cause. (1) The Executive may terminate, without liability, his employment for “Good Reason Reason” (as defined below) upon advance written notice of thirty (30) calendar days to the Employer; and the . The Employer may terminate the Executive’s employment Executive “Other Than For Cause than for Cause” (as defined below) upon advance written notice of thirty (30) days to the Executive. Upon a termination of Executive’s employment Other Than For than for Cause or for Good Reason, subject to satisfaction of the conditions set forth in Section 4(c)(2), Executive shall be entitled to receive from the Employer the following sums, each payable within the time frame set forth herein: (i) the Accrued Rights payable in a lump sum the amount of Executive’s Salary accrued through the date of termination and unpaid, together with the amount of any accrued but unpaid Annual Bonus earned in the prior completed fiscal year (disregarding any requirement that Executive be employed on the date of payment of the bonus), to be paid within twenty (20) business days after the date of termination; (ii) an amount equal to 100% of Executive’s Annual Salary as , and in effect at the date of termination, to be paid in equal installments in accordance with the Employer’s payroll practices then in effect over the course of twelve (12) months following the effective time of the Release required by Section 4(c)(2) (the “Severance Payment”); (iii) a lump sum a pro-rata portion of the accrued Annual Bonus earned for the fiscal year of termination, the amount of which will be the amount determined by the Compensation Committee Board of Directors of the Employer based on actual performance of the Employer and the Executive for the fiscal yearperformance, multiplied by a fraction, the numerator of which is the number of days during the fiscal year of Executive’s termination before the date of termination, and the denominator of which is three hundred sixty-five (365), to be paid in a lump sum as soon as practicable after determination of the Annual Bonus consistent with the Employer’s normal bonus determination practices but not later than the 15th 15 th day of the third month following the end of the Employer’s fiscal year to which the bonus relates relates, (ii) subject to Section 4(c)(2), an additional amount equal to 100% of Executive’s Annual Salary as in effect at the “Termination Year Bonus”); (iv) full vesting date of all outstanding unvested equity awards held by termination, to be paid in equal installments over the Executive as course of his one year following the date of termination in accordance with respect to which the vesting is conditioned solely upon continued service for a specified period Employer’s payroll practices then in effect, beginning within 30 days after the date of termination, (including, without limitation, iii) the amount of any outstanding performance-based equity awards with respect business expenses that were incurred by Executive prior to which all performance conditions have been satisfied in full the date of termination but not reimbursed as of such date, to be paid in a lump sum within twenty (20) business days after the employment termination date but vesting therein remains conditioned thereafter upon continued service for a specified period) (the “Equity Acceleration”); of termination, and (v) a lump sum payment for twelve accrued but unused vacation to be paid within twenty (1220) months following business days after the effective date of the Release, the Employer shall pay to the Executive a monthly amount before the end each calendar month equal to the difference between the monthly cost of health and dental benefits continuation coverage under COBRA for the Executive and his eligible dependents (assuming coverage eligibility and timely election of COBRA coverage), less the monthly amount that the Executive would be required to contribute for health and dental coverage for the Executive and his eligible dependents if the Executive were still an active employee and Executive Officer of the Employer (the “COBRA Continuation Payments”)termination. Thereafter, except as specifically excluded from the Release (as hereinafter defined), the Employer’s obligations hereunder shall terminate.

By the Executive for Good Reason; by the Employer Other Than For Cause. (1) The Executive may terminate, without liability, his employment for Good Reason (as defined below) upon advance written notice of thirty (30) calendar days to the Employer; and the Employer may terminate the Executive’s employment Other Than For Cause (as defined below) upon advance written notice of thirty (30) days to the Executive, or in accordance with the Minimum Notice and Terms of Employment Acts 1973 and 1994, whichever is the longer period at the time of termination according to the Executive’s service with the Employer, and provided the Employer shall be entitled to make payment to the Executive in lieu of notice, in which case the Executive’s employment shall terminate with immediate effect. Upon a termination of the Executive’s employment Other Than For Cause or for Good Reason, subject to satisfaction of the conditions set forth in Section 4(c)(2), the Executive shall be entitled to receive from the Employer the following sums, each payable within the time frame set forth herein: (i) the Accrued Rights payable in a lump sum within twenty (20) business days after the date of termination; (ii) an amount equal to 100% of Executive’s Annual Salary as in effect at the date of termination, to be paid in equal installments in accordance with the Employer’s payroll practices then in effect over the course of twelve (12) months following the effective time of the Release required by Section 4(c)(27(c)(2) which amount shall be reduced by any severance or redundancy pay the Executive may be entitled under statute, policy or practice (the “Severance Payment”); (iii) a pro-rata portion of the Annual Bonus earned for the fiscal year of termination, the amount of which will be the amount determined by the Compensation Committee based on actual performance of the Employer and the Executive for the fiscal year, multiplied by a fraction, the numerator of which is the number of days during the fiscal year of Executive’s termination before the date of termination, and the denominator of which is three hundred sixty-five (365), to be paid in a lump sum as soon as practicable after determination of the Annual Bonus consistent with the Employer’s normal bonus determination practices but not later than the 15th day of the third month following the end of the Employer’s fiscal year to which the bonus relates (the “Termination Year Bonus”); and (iv) full vesting of all outstanding unvested equity awards held by the Executive as of his date of termination with respect to which the vesting is conditioned solely upon continued service for a specified period (including, without limitation, any outstanding performance-based equity awards with respect to which all performance conditions have been satisfied in full as of the employment termination date but vesting therein remains conditioned thereafter upon continued service for a specified period) (the “Equity Acceleration”); and (v) for twelve (12) months following the effective date of the Release, the Employer shall pay to the Executive a monthly amount before the end each calendar month equal to the difference between the monthly cost of health and dental benefits continuation coverage under COBRA for the Executive and his eligible dependents (assuming coverage eligibility and timely election of COBRA coverage), less the monthly amount that the Executive would be required to contribute for health and dental coverage for the Executive and his eligible dependents if the Executive were still an active employee and Executive Officer of the Employer (the “COBRA Continuation Payments”). Thereafter, except as specifically excluded from the Release (as hereinafter defined), the Employer’s obligations hereunder shall terminate.

By the Executive for Good Reason; by the Employer Other Than For Cause. (1) The Executive may terminate, without liability, his employment for “Good Reason Reason” (as defined below) upon advance written notice of thirty (30) calendar days to the Employer; and the . The Employer may terminate the Executive’s employment Executive “Other Than For Cause than for Cause” (as defined below) upon advance written notice of thirty (30) days to the Executive. Upon a termination of Executive’s employment Other Than For than for Cause or for Good Reason, subject to satisfaction of the conditions set forth in Section 4(c)(2), Executive shall be entitled to receive from the Employer the following sums, each payable within the time frame set forth herein: (i) the Accrued Rights payable in a lump sum the amount of Executive’s Salary accrued through the date of termination and unpaid, together with the amount of any accrued but unpaid Annual Bonus earned in the prior completed fiscal year (disregarding any requirement that Executive be employed on the date of payment of the bonus), to be paid within twenty (20) business days after the date of termination; termination (ii) an amount equal or, solely with respect to 100% of Executive’s Annual Salary as in effect at the date of termination, to be paid in equal installments in accordance with the Employer’s payroll practices then in effect over the course of twelve (12) months following the effective time of the Release required by Section 4(c)(2) (the “Severance Payment”); (iii) a pro-rata portion of the Annual Bonus earned for the fiscal year of terminationBonus, the amount of which will be the amount determined by the Compensation Committee based on actual performance of the Employer and the Executive for the fiscal year, multiplied by a fraction, the numerator of which is the number of days during the fiscal year of Executive’s termination before the date of termination, and the denominator of which is three hundred sixty-five (365), to be paid in a lump sum as soon as practicable after determination of the Annual Bonus consistent with the Employer’s normal bonus determination practices but not later than the 15th day of the third month following the end of the Employer’s fiscal year to which the bonus relates relates), (ii) subject to Section 4(c)(2), an additional amount equal to 100% of Executive’s Annual Salary as in effect at the “Termination Year Bonus”); (iv) full vesting date of all outstanding unvested equity awards held by termination, to be paid in equal installments over the Executive as course of his one year following the date of termination in accordance with respect to which the vesting is conditioned solely upon continued service for a specified period Employer’s payroll practices then in effect, beginning with the first payroll payment date beginning after the date of termination, (including, without limitation, iii) the amount of any outstanding performance-based equity awards with respect business expenses that were incurred by Executive prior to which all performance conditions have been satisfied in full the date of termination but not reimbursed as of such date, to be paid in a lump sum within twenty (20) business days after the employment termination date but vesting therein remains conditioned thereafter upon continued service for a specified period) (the “Equity Acceleration”); of termination, and (v) a lump sum payment for twelve accrued but unused vacation to be paid within twenty (1220) months following business days after the effective date of the Release, the Employer shall pay to the Executive a monthly amount before the end each calendar month equal to the difference between the monthly cost of health and dental benefits continuation coverage under COBRA for the Executive and his eligible dependents (assuming coverage eligibility and timely election of COBRA coverage), less the monthly amount that the Executive would be required to contribute for health and dental coverage for the Executive and his eligible dependents if the Executive were still an active employee and Executive Officer of the Employer (the “COBRA Continuation Payments”)termination. Thereafter, except as specifically excluded from the Release (as hereinafter defined), the Employer’s obligations hereunder shall terminate.

By the Executive for Good Reason; by the Employer Other Than For Cause. (1) The Executive may terminate, without liability, his employment for “Good Reason Reason” (as defined below) upon advance written notice of thirty (30) calendar days to the Employer; and the . The Employer may terminate the Executive’s employment Executive “Other Than For Cause than for Cause” (as defined below) upon advance written notice of thirty (30) days to the Executive. Upon a termination of Executive’s employment Other Than For than for Cause or for Good Reason, subject to satisfaction of the conditions set forth in Section 4(c)(2), Executive shall be entitled to receive from the Employer the following sums, each payable within the time frame set forth herein: (i) the Accrued Rights payable in a lump sum the amount of Executive’s Salary accrued through the date of termination and unpaid, together with the amount of any accrued but unpaid Annual Bonus earned in the prior completed fiscal year, or a pro-rata portion of the accrued annual bonus versus the total target bonus for the current fiscal year (disregarding any requirement that Executive be employed on the date of payment of the bonus), to be paid within twenty (20) business days after the date of termination; termination (or, solely with respect to the Annual Bonus, as soon as practicable after determination of the Annual Bonus consistent with the Employer’s normal bonus determination practices), (ii) subject to Section 4(c)(2), an additional amount equal to 100% of Executive’s Annual Salary as in effect at the date of termination, to be paid in equal installments over the course of one year following the date of termination in accordance with the Employer’s payroll practices then in effect over effect, beginning with the course of twelve (12) months following the effective time of the Release required by Section 4(c)(2) (the “Severance Payment”); (iii) a pro-rata portion of the Annual Bonus earned for the fiscal year of termination, the amount of which will be the amount determined by the Compensation Committee based on actual performance of the Employer and the Executive for the fiscal year, multiplied by a fraction, the numerator of which is the number of days during the fiscal year of Executive’s termination before first payroll payment date beginning after the date of termination, and (iii) the denominator amount of which is three hundred sixty-five (365)any outstanding business expenses that were incurred by Executive prior to the date of termination but not reimbursed as of such date, to be paid in a lump sum as soon as practicable within twenty (20) business days after determination of the Annual Bonus consistent with the Employer’s normal bonus determination practices but not later than the 15th day of the third month following the end of the Employer’s fiscal year to which the bonus relates (the “Termination Year Bonus”); (iv) full vesting of all outstanding unvested equity awards held by the Executive as of his date of termination with respect to which the vesting is conditioned solely upon continued service for a specified period (includingtermination, without limitation, any outstanding performance-based equity awards with respect to which all performance conditions have been satisfied in full as of the employment termination date but vesting therein remains conditioned thereafter upon continued service for a specified period) (the “Equity Acceleration”); and (viii) a lump sum payment for twelve accrued but unused vacation to be paid within twenty (1220) months following business days after the effective date of the Release, the Employer shall pay to the Executive a monthly amount before the end each calendar month equal to the difference between the monthly cost of health and dental benefits continuation coverage under COBRA for the Executive and his eligible dependents (assuming coverage eligibility and timely election of COBRA coverage), less the monthly amount that the Executive would be required to contribute for health and dental coverage for the Executive and his eligible dependents if the Executive were still an active employee and Executive Officer of the Employer (the “COBRA Continuation Payments”)termination. Thereafter, except as specifically excluded from the Release (as hereinafter defined), the Employer’s obligations hereunder shall terminate.

By the Executive for Good Reason; by the Employer Other Than For Cause. (1) The Executive may terminate, without liability, his employment for Good Reason (as defined below) upon advance written notice of thirty (30) calendar days to the Employer; and the Employer may terminate the Executive’s employment Other Than For Cause (as defined below) upon advance written notice of thirty (30) days to the Executive. Upon a termination of Executive’s employment Other Than For Cause or for Good Reason, subject to satisfaction of the conditions set forth in Section 4(c)(2), Executive shall be entitled to receive from the Employer the following sums, each payable within the time frame set forth herein: (i) the Accrued Rights payable in a lump sum within twenty (20) business days after the date of termination; (ii) an amount equal to 100150% of Executive’s Annual Salary as in effect at the date of termination, to be paid in equal installments in accordance with the Employer’s payroll practices then in effect over the course of twelve a lump sum within twenty (1220) months business days following the effective time of the Release required by Section 4(c)(2) (the “Severance Payment”); (iii) a pro-rata portion of the Annual Bonus earned for the fiscal year of termination, the amount of which will be the amount determined by the Compensation Committee based on actual performance of the Employer and the Executive for the fiscal year, multiplied by a fraction, the numerator of which is the number of days during the fiscal year of Executive’s termination before the date of termination, and the denominator of which is three hundred sixty-five (365), to be paid in a lump sum as soon as practicable after determination of the Annual Bonus consistent with the Employer’s normal bonus determination practices but not later than the 15th day of the third month following the end of the Employer’s fiscal year to which the bonus relates (the “Termination Year Bonus”); (iv) full vesting of all outstanding unvested equity awards held by the Executive as of his date of termination with respect to which the vesting is conditioned solely upon continued service for a specified period (including, without limitation, any outstanding performance-based equity awards with respect to which all performance conditions have been satisfied in full as of the employment termination date but vesting therein remains conditioned thereafter upon continued service for a specified period) (the “Equity Acceleration”); and (v) for twelve (12) months following the effective date of the Release, the Employer shall pay to the Executive a monthly amount before the end each calendar month equal to the difference between the monthly cost of health and dental benefits continuation coverage under COBRA for the Executive and his eligible dependents (assuming coverage eligibility and timely election of COBRA coverage), less the monthly amount that the Executive would be required to contribute for health and dental coverage for the Executive and his eligible dependents if the Executive were still an active employee and Executive Officer of the Employer (the “COBRA Continuation Payments”). Thereafter, except as specifically excluded from the Release (as hereinafter defined), the Employer’s obligations hereunder shall terminate.

By the Executive for Good Reason; by the Employer Other Than For Cause. (1) The Executive may terminate, without liability, his employment for “Good Reason Reason” (as defined below) upon advance written notice of thirty (30) calendar days to the Employer; and the . The Employer may terminate the Executive’s employment Executive “ Other Than For than for Cause ” (as defined below) upon advance written notice of thirty (30) days to the Executive. Upon a termination of Executive’s employment Other Than For than for Cause or for Good Reason, subject to satisfaction of the conditions set forth in Section 4(c)(2), Executive shall be entitled to receive from the Employer the following sums, each payable within the time frame set forth herein: (i) the Accrued Rights payable in a lump sum the amount of Executive’s Salary accrued through the date of termination and unpaid, together with the amount of any accrued but unpaid Annual Bonus earned in the prior completed fiscal year, to be paid within twenty (20) business days after the date of termination; (ii) an amount equal to 100% of Executive’s Annual Salary as , and in effect at the date of termination, to be paid in equal installments in accordance with the Employer’s payroll practices then in effect over the course of twelve (12) months following the effective time of the Release required by Section 4(c)(2) (the “Severance Payment”); (iii) a lump sum a pro-rata portion of the accrued Annual Bonus earned for the fiscal year of termination, the amount of which will be the amount determined by the Compensation Committee Board of Directors of the Employer based on actual performance of the Employer and the Executive for the fiscal yearperformance, multiplied by a fraction, the numerator of which is the number of days during the fiscal year of Executive’s termination before the date of termination, and the denominator of which is three hundred sixty-five (365), to be paid in a lump sum as soon as practicable after determination of the Annual Bonus consistent with the Employer’s normal bonus determination practices but not later than the 15th day of the third month following the end of the Employer’s fiscal year to which the bonus relates relates, (ii) subject to Section 4(c)(2), an additional amount equal to 100% of Executive’s Annual Salary as in effect at the “Termination Year Bonus”); (iv) full vesting date of all outstanding unvested equity awards held by termination, to be paid in equal installments over the Executive as course of his one year following the date of termination in accordance with respect to which the vesting is conditioned solely upon continued service for a specified period Employer’s payroll practices then in effect, beginning within 30 days after the date of termination, (including, without limitation, iii) the amount of any outstanding performance-based equity awards with respect business expenses that were incurred by Executive prior to which all performance conditions have been satisfied in full the date of termination but not reimbursed as of such date, to be paid in a lump sum within twenty (20) business days after the employment termination date but vesting therein remains conditioned thereafter upon continued service for a specified period) (the “Equity Acceleration”); of termination, and (viii) a lump sum payment for twelve accrued but unused vacation to be paid within twenty (1220) months following business days after the effective date of the Release, the Employer shall pay to the Executive a monthly amount before the end each calendar month equal to the difference between the monthly cost of health and dental benefits continuation coverage under COBRA for the Executive and his eligible dependents (assuming coverage eligibility and timely election of COBRA coverage), less the monthly amount that the Executive would be required to contribute for health and dental coverage for the Executive and his eligible dependents if the Executive were still an active employee and Executive Officer of the Employer (the “COBRA Continuation Payments”)termination. Thereafter, except as specifically excluded from the Release (as hereinafter defined), the Employer’s obligations hereunder shall terminate.