Common use of Compensation Upon Certain Terminations Clause in Contracts

Compensation Upon Certain Terminations. (a) In the event of a termination of the Executive's employment by the Company Without Cause or a termination by the Executive of his employment for Good Reason (other than termination for Good Reason within 12 months of a Change in Control), subject to Section 9(i), the Company shall pay the Executive his full Base Salary through the Date of Termination and, as liquidated damages, the following additional amounts and benefits: (i) regular installments of the Executive's then-current Base Salary for the period from the Date of Termination and ending on the first anniversary of the Date of Termination, PLUS (ii) the product of (x) the incentive compensation award that would have been payable to the Executive for the fiscal year of the Company that includes the Date of Termination had the Executive continued in employment through the last day of such fiscal year and assuming that all 100% of the performance targets for such fiscal year had been achieved, multiplied by (y) a fraction, the numerator of which is equal to the number of calendar days in such fiscal year that have elapsed as of the Date of Termination and the denominator of which is equal to 365, PLUS (iii) subject to the terms and provisions of the benefit plans providing such benefits and applicable law, the Company shall continue to provide to the Executive the benefits (other than disability insurance and active participation in savings and retirement plans) referred to in Section 7 for the period during which the Company is obligated to continue paying the Executive's Base Salary pursuant to Section 10(a)(i); PLUS (iv) any amounts subject to reimbursement under any other Section of this Agreement (including, without limitation, Section 8) and unpaid as of the Date of Termination; LESS (v) any amount paid, payable or to be paid to the Executive under the terms of any severance plan or program as in effect on the Date of Termination; LESS (vi) any debts owed to the Company by the Executive. If the Executive obtains new employment (including self-employment), any salary continuation payments and benefit coverage to which the Executive may be entitled pursuant to this Section 10(a) shall be reduced or canceled to the extent of any salary or other cash compensation and benefit coverage earned or accrued in respect to such new employment. (b) In the event of a termination of the Executive's employment by the Executive for Good Reason within 12 months of a Change in Control, the Company shall pay the Executive his full Base Salary through the Date of Termination and, as liquidated damages, the following additional amounts and benefits: (i) a lump sum payment equal to two times the Base Salary in effect on the Date of Termination, PLUS (ii) the product of (x) the incentive compensation award that would have been payable to the Executive for the fiscal year of the Company that includes the Date of Termination had the Executive continued in employment through the last day of such fiscal year and assuming that all 100% of the performance targets for such fiscal year had been achieved, multiplied by (y) a fraction, the numerator of which is equal to the number of calendar days in such fiscal year that have elapsed as of the Date of Termination and the denominator of which is equal to 365, PLUS (iii) subject to the terms and provisions of the benefit plans providing such benefits and applicable law, the Company shall continue to provide to the Executive benefits substantially the same as those referred to in Section 7 (other than disability insurance and active participation in savings and retirement plans) until the second anniversary of the Date of Termination; PROVIDED that such welfare benefits will terminate earlier if the Executive obtains new employment with a comparable level of benefits; PLUS (iv) any amounts subject to reimbursement under any other Section of this Agreement (including, without limitation, Section 8) and unpaid as of the Date of Termination; LESS (v) any amount paid, payable or to be paid to the Executive under the terms of any severance plan or program as in effect on the Date of Termination; LESS (vi) any debts owed to the Company by the Executive. (c) If, during the Employment Period, the Executive shall terminate his employment without Good Reason (a voluntary resignation by the Executive pursuant to Section 9(c)) or if the Company shall terminate the Executive's employment for Cause or the Executive's employment shall terminate due to the Executive's death or Disability during the Term, the Company shall pay the Executive (i) his full Base Salary through the Date of Termination (or, in the case of death, one month following the Date of Termination), PLUS (ii) in the event of death or Disability, the Executive shall receive a pro-rata portion of the incentive compensation award that would have been payable to the Executive for the fiscal year during which employment was terminated, assuming that 100% of the performance targets had been achieved, PLUS (iii) any amounts subject to reimbursement under any other Section of this Agreement (including, without limitation, Section 8) and unpaid as of the Date of Termination, LESS (iv) any debts owed to the Company by the Executive. (d) In addition to and without limiting any amounts or benefits to which the Executive may be entitled under any other provision of this Agreement, the Executive shall be entitled, upon any termination of the Executive's employment by either party for any or no reason, including, without limitation, any non-renewal of the Term, to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of Company in which the Executive was a participant during his employment with Company in accordance with the terms thereof and applicable law, PROVIDED that (x) the Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 10 shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable to the Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 10 in the manner provided in clauses (v) of Sections 10(a) and 10(b) hereof. (e) Notwithstanding the provisions set forth in Section 10(a), 10(b), 10(c) or 10(d) hereof, the Company's obligation to make any of the payments or provide any of the benefits described above is conditioned upon the Executive delivering (concurrently upon receipt by the Executive of the initial payments provided in Section 10(a) through 10(d) hereof) a full release of any known or unknown claims arising out of or related to this Agreement or the Executive's employment or termination of employment with the Company in a form which is reasonably acceptable to the Company, excepting only claims arising out of the alleged breach of the provisions of the Options, the Stockholders Agreement or any benefit plan or program to which the Executive shall continue to be eligible for benefits or claims under any Federal or state continuation of coverage laws or the terms of this Agreement.

Compensation Upon Certain Terminations. (a) In the event of a termination of the ExecutiveMr. Masiz's employment by the Company Without Cause or a termination by the Executive Mr. Masiz of his employment for Good Reason (other than termination for Good Reason within 12 months of a Change in Control), subject to Section 9(i9(a)(i), the Company shall pay the Executive Mr. Masiz his full Base Salary through the Date of Termination and, as liquidated damages, the following additional amounts and benefits: (i) regular installments of the ExecutiveMr. Masiz's then-current Base Salary for the period from the Date of Termination and ending on the first anniversary last day of the Date of Termination, PLUSEmployment Period PLUS ---- (ii) the product of (x) the incentive compensation award that would have been payable to the Executive Mr. Masiz for the fiscal year of the Company that includes the Date of Termination had the Executive Mr. Masiz continued in employment through the last day of such fiscal year and assuming that all 100% of the performance targets for such fiscal year had been achieved, multiplied by (y) a fraction, the numerator of which is equal to the number of calendar days in such fiscal year that have elapsed as of the Date of Termination and the denominator of which is equal to 365, PLUS (iii) subject to the terms and provisions of the benefit plans providing such benefits and applicable law, the Company shall continue to provide to the Executive Mr. Masiz the benefits (other than disability insurance and active participation in savings and retirement plans) referred to in Section 7 6 for the period during which the Company is obligated to continue paying the ExecutiveMr. Masiz's Base Salary pursuant to Section 10(a)(i9(a)(i); PLUS (iv) any amounts subject to reimbursement under any other Section of this Agreement (including, without limitation, Section 8) and unpaid as of the Date of Termination; LESS (v) any amount paid, payable or to be paid to the Executive Mr. Masiz under the terms of any severance plan or program as in effect on the Date of Termination; LESS (vi) any debts owed to the Company by the ExecutiveMr. Masiz. If the Executive Any salary continuation payment and benefits coverage to which Mr. Masiz may be entitled pursuant to Section 9(a) shall not be reduced or canceled if Mr. Masiz obtains any new employment (including self-employment), any salary continuation payments and benefit coverage to which the Executive may be entitled pursuant to this Section 10(a) shall be reduced or canceled to the extent of any salary or other cash compensation and benefit coverage earned or accrued in respect to such new employment. (b) In the event of a termination of the ExecutiveMr. Masiz's employment by the Executive Mr. Masiz for Good Reason within 12 months of a Change in Control, the Company shall pay the Executive Mr. Masiz his full Base Salary through the Date of Termination and, as liquidated damages, the following additional amounts and benefits: (i) a lump sum payment equal to two times the Base Salary in effect on the Date of Termination, PLUS (ii) the product of (x) the incentive compensation award that would have been payable to the Executive Mr. Masiz for the fiscal year of the Company that includes the Date of Termination had the Executive he continued in employment through the last day of such fiscal year and assuming that all 100% of the performance targets for such fiscal year had been achieved, multiplied by (y) a fraction, the numerator of which is equal to the number of calendar days in such fiscal year that have elapsed as of the Date of Termination and the denominator of which is equal to 365, PLUS (iii) subject to the terms and provisions of the benefit plans providing such benefits and applicable law, the Company shall continue to provide to the Executive Mr. Masiz benefits substantially the same as those referred to in Section 7 6 (other than disability insurance and active participation in savings and retirement plans) until the second anniversary of the Date of Termination; PROVIDED that such welfare benefits will terminate earlier if the Executive Mr. Masiz obtains new employment with a comparable level of benefits; PLUS (iv) any amounts subject to reimbursement under any other Section of this Agreement (including, without limitation, Section 8) 7) and unpaid as of the Date of Termination; LESS (v) any amount paid, payable or to be paid to the Executive Mr. Masiz under the terms of any severance plan or program as in effect on the Date of Termination; LESS (vi) any debts owed to the Company by the ExecutiveMr. Masiz. (c) If, during the Employment Period, the Executive Mr. Masiz shall terminate his employment without for other than Good Reason (E.G., a voluntary resignation by the Executive him pursuant to Section 9(c8(c)) or if the Company shall terminate the ExecutiveMr. Masiz's employment for Cause cause or the Executive's his employment shall terminate due to the Executive's his death or Disability during the Term, the Company shall pay the Executive Mr. Masiz (i) his full Base Salary through the Date of Termination (or, in the case of death, one month following the Date of Termination), PLUS (ii) in the event of death or Disability, the Executive Mr. Masiz shall receive a pro-rata portion of the incentive compensation award that would have been payable to the Executive him for the fiscal year during which employment was terminated, assuming that 100% of the performance targets had been achieved, PLUS (iii) any amounts subject to reimbursement under any other Section of this Agreement (including, without limitation, Section 8) 7) and unpaid as of the Date of Termination, LESS (iv) any debts owed to the Company by the ExecutiveMr. Masiz. (d) In addition to and without limiting any amounts or benefits to which the Executive Mr. Masiz may be entitled under any other provision of this Agreement, the Executive he shall be entitled, upon any termination of the Executive's his employment by either party for any or no reason, including, without limitation, any non-renewal of the Term, to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of Company in which the Executive Mr. Masiz was a participant during his employment with Company in accordance with the terms thereof and applicable law, PROVIDED that (x) the Executive Mr. Masiz shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 10 9 shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable to the Executive Mr. Masiz under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 10 9 in the manner provided in clauses (v) of Sections 10(a9(a) and 10(b9(b) hereof. (e) Notwithstanding the provisions set forth in Section 10(a), 10(b), 10(c) or 10(d) hereof, the Company's obligation to make any of the payments or provide any of the benefits described above is conditioned upon the Executive delivering (concurrently upon receipt by the Executive of the initial payments provided in Section 10(a) through 10(d) hereof) a full release of any known or unknown claims arising out of or related to this Agreement or the Executive's employment or termination of employment with the Company in a form which is reasonably acceptable to the Company, excepting only claims arising out of the alleged breach of the provisions of the Options, the Stockholders Agreement or any benefit plan or program to which the Executive shall continue to be eligible for benefits or claims under any Federal or state continuation of coverage laws or the terms of this Agreement.

Compensation Upon Certain Terminations. (a) In If during the event term of the Agreement, whether or not following a termination Change in Control (as defined in the applicable Change in Control Provision), the Executive’s employment is terminated by the Company for Cause or by reason of the Executive's ’s death, or if the Executive gives the Company a written Notice of Termination other than one for Good Reason, the Company’s sole obligations hereunder shall be to pay the Executive the following amounts earned hereunder but not paid as of the Termination Date: (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred pursuant to Section 7(b) through the Termination Date, and (iii) any earned compensation which the Executive had previously deferred until termination of employment or which, by operation of the applicable plan and/or deferral election, would cause distribution to occur upon termination of employment (including any interest earned or credited thereon) (collectively, “Accrued Compensation”). The Executive’s entitlement to any other benefits shall be determined in accordance with the Company’s employee benefit plans then in effect. (b) If the Executive’s employment is terminated by the Company Without other than for Cause or a termination by the Executive of his employment for Good Reason (Reason, in each case other than termination for Good Reason within 12 months of during the 24-month period immediately following a Change in Control), subject to Section 9(i), the Company’s sole obligations hereunder shall be as follows: (i) the Company shall pay the Executive the Accrued Compensation; (ii) the Company shall continue to pay the Executive his full Base Salary through for a period of one (1) year following the Termination Date (“Separation Pay”) in accordance with Section 10(h); and (iii) in consideration of Termination and, as liquidated damagesthe Executive signing a general release in a form acceptable to the Company (the “General Release”), the following Company shall (A) pay the Executive in accordance with Section 10(h) any incentive compensation under the plan described in Section 6 that the Executive would have received if he had remained employed with the Company for a period of one (1) year after the Termination Date (“Incentive Pay”); and (B) pay the Executive his Base Salary for one additional amounts year after payments have ended under Section 10(b)(ii) in accordance with Section 10(h) (“Additional Separation Pay”); provided, however that the Executive’s failure to sign, or revocation of such, General Release shall render this Section 10(b)(iii) null and benefitsvoid. (c) If the Executive’s employment is terminated by the Company by reason of the Executive’s Disability, the Company’s sole obligations hereunder shall be as follows: (i) regular installments of the Executive's then-current Base Salary for Company shall pay the period from Executive the Date of Termination and ending on the first anniversary of the Date of Termination, PLUSAccrued Compensation; and (ii) the product of Executive shall be entitled to receive disability benefits available under the Company’s Executive Long Term Disability Plan. (xd) For up to eighteen (18) months during the incentive compensation award that would have been payable to period the Executive for the fiscal year of the Company that includes the Date of Termination had the Executive continued in employment through the last day of such fiscal year and assuming that all 100% of the performance targets for such fiscal year had been achieved, multiplied by (y) a fraction, the numerator of which is equal receiving Separation Pay or Additional Separation Pay pursuant to the number of calendar days in such fiscal year that have elapsed as of the Date of Termination and the denominator of which is equal to 365, PLUS (iii) subject to the terms and provisions of the benefit plans providing such benefits and applicable lawSection 10(b), the Company shall continue to shall, at its expense, provide to the Executive the benefits (other than disability insurance and active participation in savings and retirement plans) referred to in Section 7 for the period during which the Company is obligated to continue paying the Executive's Base Salary pursuant ’s beneficiaries medical and dental benefits substantially similar in the aggregate to Section 10(a)(i); PLUS (iv) any amounts subject to reimbursement under any other Section of this Agreement (including, without limitation, Section 8) and unpaid as of the Date of Termination; LESS (v) any amount paid, payable or to be paid those provided to the Executive under the terms of any severance plan or program as in effect on the Date of Termination; LESS (vi) any debts owed immediately prior to the Company by date of the Executive. If ’s termination of employment; provided, however, that the Executive obtains new employment Company’s obligation to provide such benefits shall cease after eighteen (including self-18) months or the Executive’s first day of employment), any salary continuation payments and benefit coverage to which the Executive may be entitled pursuant to this Section 10(a) shall be reduced or canceled to the extent of any salary or other cash compensation and benefit coverage earned or accrued in respect to such new employmentwhichever is earlier. (be) In the event of a termination of Executive becomes entitled to any payments under Section 10(f), the Company will have no obligation to make any payments set forth in Sections 10(b) or (c) or provide the benefits set forth in Section 10(d). (f) If the Executive's ’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason within 12 months of Reason, in each case during the 24 consecutive month period immediately following a Change in Control, the Company Company’s sole obligations hereunder subject to the Executive’s execution of a General Release, provided, however that the Executive’s failure to sign, or revocation of such, General Release shall pay the Executive his full Base Salary through the Date of Termination andrender this Section 10(f) null and void, shall be as liquidated damages, the following additional amounts and benefitsfollows: (i) a lump sum payment equal to two times the Base Salary in effect on the Date of Termination, PLUS (ii) the product of (x) the incentive compensation award that would have been payable to the Executive for the fiscal year of the Company that includes the Date of Termination had the Executive continued in employment through the last day of such fiscal year and assuming that all 100% of the performance targets for such fiscal year had been achieved, multiplied by (y) a fraction, the numerator of which is equal to the number of calendar days in such fiscal year that have elapsed as of the Date of Termination and the denominator of which is equal to 365, PLUS (iii) subject to the terms and provisions of the benefit plans providing such benefits and applicable law, the Company shall continue to provide to the Executive benefits substantially the same as those referred to in Section 7 (other than disability insurance and active participation in savings and retirement plans) until the second anniversary of the Date of Termination; PROVIDED that such welfare benefits will terminate earlier if the Executive obtains new employment with a comparable level of benefits; PLUS (iv) any amounts subject to reimbursement under any other Section of this Agreement (including, without limitation, Section 8) and unpaid as of the Date of Termination; LESS (v) any amount paid, payable or to be paid to the Executive under the terms of any severance plan or program as in effect on the Date of Termination; LESS (vi) any debts owed to the Company by the Executive. (c) If, during the Employment Period, the Executive shall terminate his employment without Good Reason (a voluntary resignation by the Executive pursuant to Section 9(c)) or if the Company shall terminate the Executive's employment for Cause or the Executive's employment shall terminate due to the Executive's death or Disability during the Term, the Company shall pay the Executive (i) his full Base Salary through the Date of Termination (or, in the case of death, one month following the Date of Termination), PLUS Accrued Compensation; (ii) the Company shall pay an amount equal to two times the Executive’s Base Salary in accordance with Section 10(h) (the event of death or Disability, “Severance Amount”); (iii) the Company shall pay the Executive shall receive in accordance with Section 10(h) an amount equal to the sum of the last four (4) bonus payments the Executive received under the Company’s incentive compensation plan described in Section 6 and a pro-rata portion amount for the season in which the Executive’s employment is terminated based on the average of the incentive compensation award that would have been payable to prior four (4) bonus payments and the number of days the Executive is employed during such season (the “Bonus Amount”); (iv) the Company shall reimburse the Executive for all documented legal fees and expenses reasonably incurred by the fiscal year during which employment was terminated, assuming that 100% of the performance targets had been achieved, PLUS Executive in seeking to obtain or enforce any right or benefit provided by this Section 10(f) or Section 10(g); and (iiiv) any amounts subject to reimbursement under any other Section of this Agreement (including, without limitation, Section 8) and unpaid as of the Date of Termination, LESS (iv) any debts owed to the Company by shall provide the Executive and the Executive. (d) In addition ’s beneficiaries medical and dental benefits substantially similar to and without limiting any amounts or benefits to which the Executive may be entitled under any other provision of this Agreement, the Executive shall be entitled, upon any termination of the Executive's employment by either party for any or no reason, including, without limitation, any non-renewal of the Term, to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of Company in those which the Executive was receiving immediately prior to the date of termination for a participant during his employment period of eighteen (18) months after the Termination Date; provided however, that the Company’s obligation with Company respect to the foregoing medical and dental benefits shall cease in accordance with the terms thereof and applicable lawevent the Executive becomes employed. (g) Except as provided in Section 10(d), PROVIDED that (x) the Executive shall not be entitled required to receive mitigate the amount of any payments payment provided for in this Section 10 by seeking other employment or benefits under otherwise, nor shall the amount of any such plan, policy, program payment or practice providing benefit provided for in this Section 10 be reduced by any bonus or incentive compensation earned by the Executive as the result of employment by another employer. (and the provisions h) For purposes of this Section 10 10, subject to Section 20, payment of Separation Pay, Additional Separation Pay, the Severance Amount and/or Bonus Amount shall supersede commence within sixty (60) days after the provisions Executive’s Termination Date; provided that the Executive has delivered an executed copy of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable General Release to the Executive under the terms of any such plan, policy, program Company as may be required by Section 10(b) or practice relating to severance shall reduce the amounts payable under Section 10 in the manner provided in clauses (v) of Sections 10(a10(f) and 10(bthe seven (7) hereof. (e) Notwithstanding the provisions set forth in Section 10(a), 10(b), 10(c) or 10(d) hereof, the Company's obligation to make any of the payments or provide any of the benefits described above is conditioned upon the Executive delivering (concurrently upon receipt by the Executive of the initial payments provided in Section 10(a) through 10(d) hereof) a full release of any known or unknown claims arising out of or related to this Agreement or the Executive's employment or termination of employment with the Company in a form which is reasonably acceptable to the Company, excepting only claims arising out of the alleged breach of the provisions of the Options, the Stockholders Agreement or any benefit plan or program to day period during which the Executive may revoke the General Release has expired; and provided further that if such sixty (60) day period begins in one (1) calendar year and ends in a second calendar year, payment shall continue always begin in the second calendar year. Such Separation Pay and Additional Separation Pay shall be paid in equal consecutive bi-weekly payments, less applicable withholdings, through the Company’s normal payroll process. The Severance Amount and the Bonus Amount shall be paid in equal consecutive bi-weekly payments, less applicable withholdings, through the Company’s normal payroll process, during the two (2) year period following the Executive’s Termination Date. Notwithstanding the foregoing and subject to Section 20, payment of Incentive Pay shall be eligible paid as follows: (i) for benefits or claims under any Federal or state continuation the applicable Spring Season, in a lump sum cash payment, less applicable withholdings, between September 1 and September 15 of coverage laws or the terms same calendar year in which the Spring Season ends; and (ii) for the applicable Fall Season, in a lump sum cash payment, less applicable withholdings, between March 1 and March 15 of this Agreementthe same calendar year in which the Fall Season ends.”

Compensation Upon Certain Terminations. (a) In the event of a termination of the Executive's employment by the Company Without Cause or a termination by the Executive of his employment for Good Reason (other than termination for Good Reason within 12 months of If, subsequent to a Change in of Control), subject to Section 9(i), the Company shall pay the Executive his full Base Salary through the Date of Termination and, as liquidated damages, the following additional amounts and benefits: (i) regular installments of the Executive's then-current Base Salary for the period from the Date of Termination and ending on the first anniversary of the Date of Termination, PLUS (ii) the product of (x) the incentive compensation award that would have been payable to the Executive for the fiscal year of the Company that includes the Date of Termination had the Executive continued in employment through the last day of such fiscal year and assuming that all 100% of the performance targets for such fiscal year had been achieved, multiplied by (y) a fraction, the numerator of which is equal to the number of calendar days in such fiscal year that have elapsed as of the Date of Termination and the denominator of which is equal to 365, PLUS (iii) subject to the terms and provisions of the benefit plans providing such benefits and applicable law, the Company shall continue to provide to the Executive the benefits (other than disability insurance and active participation in savings and retirement plans) referred to in Section 7 for the period during which the Company is obligated to continue paying the Executive's Base Salary pursuant to Section 10(a)(i); PLUS (iv) any amounts subject to reimbursement under any other Section of this Agreement (including, without limitation, Section 8) and unpaid as of the Date of Termination; LESS (v) any amount paid, payable or to be paid to the Executive under the terms of any severance plan or program as in effect on the Date of Termination; LESS (vi) any debts owed to the Company by the Executive. If the Executive obtains new employment (including self-employment), any salary continuation payments and benefit coverage to which the Executive may be entitled pursuant to this Section 10(a) shall be reduced or canceled to the extent of any salary or other cash compensation and benefit coverage earned or accrued in respect to such new employment. (b) In the event of a termination of the Executive's employment by the Executive for Good Reason within 12 months of a Change in Control, the Company shall pay the Executive his full Base Salary through the Date of Termination and, as liquidated damages, the following additional amounts and benefits: (i) a lump sum payment equal to two times the Base Salary in effect on the Date of Termination, PLUS (ii) the product of (x) the incentive compensation award that would have been payable to the Executive for the fiscal year of the Company that includes the Date of Termination had the Executive continued in employment through the last day of such fiscal year and assuming that all 100% of the performance targets for such fiscal year had been achieved, multiplied by (y) a fraction, the numerator of which is equal to the number of calendar days in such fiscal year that have elapsed as of the Date of Termination and the denominator of which is equal to 365, PLUS (iii) subject to the terms and provisions of the benefit plans providing such benefits and applicable law, the Company shall continue to provide to the Executive benefits substantially the same as those referred to in Section 7 (other than disability insurance and active participation in savings and retirement plans) until the second anniversary of the Date of Termination; PROVIDED that such welfare benefits will terminate earlier if the Executive obtains new employment with a comparable level of benefits; PLUS (iv) any amounts subject to reimbursement under any other Section of this Agreement (including, without limitation, Section 8) and unpaid as of the Date of Termination; LESS (v) any amount paid, payable or to be paid to the Executive under the terms of any severance plan or program as in effect on the Date of Termination; LESS (vi) any debts owed to the Company by the Executive. (c) If, during the Employment Period, the Executive shall terminate his employment without Good Reason (a voluntary resignation by the Executive pursuant to Section 9(c)) or if the Company shall terminate the Executive's employment for Cause within two (2) years after such Change of Control or (ii) the Executive's employment Executive shall terminate due to the Executive's death or Disability during the Termhis employment more than ninety (90) days after such Change of Control (but within one year after such Change of Control), then the Company shall pay to the Executive in a lump sum on the fifteenth business day following the Date of Termination, the following amounts: (i) his full The Executive's Base Salary through the Date of Termination (or, at the rate in effect at the case time Notice of death, one month following the Date of Termination), PLUS Termination is given; (ii) in the event of death or Disability, the Executive shall receive a A pro-rata portion of the incentive compensation award Executive's target bonus for the year in which the Date of Termination occurs, based upon the number of days that would have been payable elapsed during the year in question prior to the Executive for the fiscal year during which employment was terminated, assuming that 100% Date of the performance targets had been achieved, PLUS Termination. (iii) multiplied by the sum of (i) the Executive's current Base Salary at such time and (ii) the greater of (I) the average of the bonuses actually received by the Executive with respect to the two calendar years immediately preceding the year in which the Date of Termination occurs or (II) the Executive's target bonus for the year in which the Date of Termination occurs. (iv) All legal fees and expenses incurred as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any amounts subject such termination, in seeking to reimbursement under obtain or enforce any other Section right or benefit provided by this Agreement, or in interpreting this Agreement). (b) If, subsequent to a Change of this Agreement Control, (includingi) the Company shall terminate the Executive's employment within two (2) years after such Change of Control or (ii) the Executive shall terminate his employment more than ninety (90) days after such Change of Control (but within one year after such Change of Control), without limitationthe Company shall maintain in full force and effect, Section 8) and unpaid as of for the Executive's continued benefit for thirty-six (36) months after the Date of Termination, LESS (iv) any debts owed all medical and dental employee benefit plans, programs, or arrangements in which he was entitled to participate immediately prior to the Date of Termination, provided that continued participation is possible under the general terms and provisions of such plans and programs. In the event that participation in any such plan or program is barred, the Company by the Executiveshall arrange to provide him with benefits substantially similar in coverage and cost to those which he is entitled to receive under such plans and programs. (dc) In addition If, subsequent to and without limiting any amounts or benefits to which a Change of Control, (i) the Executive may be entitled under any other provision of this Agreement, the Executive Company shall be entitled, upon any termination of terminate the Executive's employment by either party for any within two (2) years after such Change of Control or no reason, including, without limitation, any non-renewal of the Term, to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of Company in which the Executive was a participant during his employment with Company in accordance with the terms thereof and applicable law, PROVIDED that (xii) the Executive shall not be entitled to receive any payments or benefits under any terminate his employment more than ninety (90) days after such plan, policy, program or practice providing any bonus or incentive compensation Change of Control (and the provisions but within one year after such Change of this Section 10 shall supersede the provisions of any such plan, policy, program or practiceControl), the Company shall allow the Executive, at Company expense, to utilize the services of the public accounting firm used by the Company to audit its books and records (yor such other firm as shall be designated by the Company) the amount, if any, paid or payable for assistance in preparation of his tax returns relating to the Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 10 taxable year in the manner provided in clauses (v) of Sections 10(a) and 10(b) hereof. (e) Notwithstanding the provisions set forth in Section 10(a), 10(b), 10(c) or 10(d) hereof, the Company's obligation to make any of the payments or provide any of the benefits described above is conditioned upon the Executive delivering (concurrently upon receipt by the Executive of the initial payments provided in Section 10(a) through 10(d) hereof) a full release of any known or unknown claims arising out of or related to this Agreement or which the Executive's employment or termination was terminated (and for any other taxable year that is affected by the Change of employment with the Company in a form which is reasonably acceptable to the Company, excepting only claims arising out of the alleged breach of the provisions of the Options, the Stockholders Agreement or any benefit plan or program to which the Executive shall continue to be eligible for benefits or claims under any Federal or state continuation of coverage laws or the terms of this AgreementControl).

Compensation Upon Certain Terminations. (a) In the event of a termination of the Executive's employment by the Company Without Cause or a termination by the Executive of his employment for Good Reason (other than termination for Good Reason within 12 months of If, subsequent to a Change in of Control), subject to Section 9(i), the Company shall pay the Executive his full Base Salary through the Date of Termination and, as liquidated damages, the following additional amounts and benefits: (i) regular installments of the Executive's then-current Base Salary for the period from the Date of Termination and ending on the first anniversary of the Date of Termination, PLUS (ii) the product of (x) the incentive compensation award that would have been payable to the Executive for the fiscal year of the Company that includes the Date of Termination had the Executive continued in employment through the last day of such fiscal year and assuming that all 100% of the performance targets for such fiscal year had been achieved, multiplied by (y) a fraction, the numerator of which is equal to the number of calendar days in such fiscal year that have elapsed as of the Date of Termination and the denominator of which is equal to 365, PLUS (iii) subject to the terms and provisions of the benefit plans providing such benefits and applicable law, the Company shall continue to provide to the Executive the benefits (other than disability insurance and active participation in savings and retirement plans) referred to in Section 7 for the period during which the Company is obligated to continue paying the Executive's Base Salary pursuant to Section 10(a)(i); PLUS (iv) any amounts subject to reimbursement under any other Section of this Agreement (including, without limitation, Section 8) and unpaid as of the Date of Termination; LESS (v) any amount paid, payable or to be paid to the Executive under the terms of any severance plan or program as in effect on the Date of Termination; LESS (vi) any debts owed to the Company by the Executive. If the Executive obtains new employment (including self-employment), any salary continuation payments and benefit coverage to which the Executive may be entitled pursuant to this Section 10(a) shall be reduced or canceled to the extent of any salary or other cash compensation and benefit coverage earned or accrued in respect to such new employment. (b) In the event of a termination of the Executive's employment by the Executive for Good Reason within 12 months of a Change in Control, the Company shall pay the Executive his full Base Salary through the Date of Termination and, as liquidated damages, the following additional amounts and benefits: (i) a lump sum payment equal to two times the Base Salary in effect on the Date of Termination, PLUS (ii) the product of (x) the incentive compensation award that would have been payable to the Executive for the fiscal year of the Company that includes the Date of Termination had the Executive continued in employment through the last day of such fiscal year and assuming that all 100% of the performance targets for such fiscal year had been achieved, multiplied by (y) a fraction, the numerator of which is equal to the number of calendar days in such fiscal year that have elapsed as of the Date of Termination and the denominator of which is equal to 365, PLUS (iii) subject to the terms and provisions of the benefit plans providing such benefits and applicable law, the Company shall continue to provide to the Executive benefits substantially the same as those referred to in Section 7 (other than disability insurance and active participation in savings and retirement plans) until the second anniversary of the Date of Termination; PROVIDED that such welfare benefits will terminate earlier if the Executive obtains new employment with a comparable level of benefits; PLUS (iv) any amounts subject to reimbursement under any other Section of this Agreement (including, without limitation, Section 8) and unpaid as of the Date of Termination; LESS (v) any amount paid, payable or to be paid to the Executive under the terms of any severance plan or program as in effect on the Date of Termination; LESS (vi) any debts owed to the Company by the Executive. (c) If, during the Employment Period, the Executive shall terminate his employment without Good Reason (a voluntary resignation by the Executive pursuant to Section 9(c)) or if the Company shall terminate the Executive's employment for Cause other than pursuant to Section 7 hereof or (ii) the Executive's employment Executive shall terminate due his employment for Good Reason pursuant to the Executive's death or Disability during the TermSection 10 hereof, then the Company shall pay to the Executive in a lump sum on the fifteenth business day following the Date of Termination, the following amounts: (i) his full The Executive's Base Salary through the Date of Termination (or, at the rate in effect at the case time Notice of death, one month following the Date of Termination), PLUS Termination is given; (ii) in the event of death or Disability, the Executive shall receive a A pro-rata portion of the incentive compensation award Executive's target bonus for the year in which the Date of Termination occurs, based upon the number of days that would have been payable elapsed during the year in question prior to the Executive for the fiscal year during which employment was terminated, assuming that 100% Date of the performance targets had been achieved, PLUS Termination. (iii) In lieu of any amounts subject further salary and bonus payments for periods subsequent to reimbursement under any other Section of this Agreement (including, without limitation, Section 8) and unpaid as of the Date of Termination, LESS an amount equal to 2.5 multiplied by the sum of (i) the Executive's current Base Salary at such time and (ii) the greater of (I) the average of the bonuses actually received by the Executive with respect to the two calendar years immediately preceding the year in which the Date of Termination occurs or (II) the Executive's target bonus for the year in which the Date of Termination occurs. (iv) All legal fees and expenses incurred as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any debts owed such termination, in seeking to the Company obtain or enforce any right or benefit provided by the Executivethis Agreement, or in interpreting this Agreement). (db) In addition If, subsequent to and without limiting any amounts or benefits to which a Change of Control, (i) the Executive may be entitled under any other provision of this Agreement, the Executive Company shall be entitled, upon any termination of terminate the Executive's employment by either party for any other than pursuant to Section 7 hereof, or no reason, including, without limitation, any non-renewal of the Term, to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of Company in which the Executive was a participant during his employment with Company in accordance with the terms thereof and applicable law, PROVIDED that (xii) the Executive shall not be terminate his employment for Good Reason pursuant to Section 10 hereof, the Company shall maintain in full force and effect, for the Executive's continued benefit for thirty (30) months after the Date of Termination, all medical and dental employee benefit plans, programs, or arrangements in which he was entitled to participate immediately prior to the Date of Termination, provided that continued participation is possible under the general terms and provisions of such plans and programs. In the event that participation in any such plan or program is barred, the Company shall arrange to provide him with benefits substantially similar in coverage and cost to those which he is entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (plans and the provisions of this Section 10 shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable to the Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 10 in the manner provided in clauses (v) of Sections 10(a) and 10(b) hereofprograms. (ec) Notwithstanding If, subsequent to a Change of Control, (i) the provisions set forth in Section 10(a), 10(b), 10(c) or 10(d) hereof, the Company's obligation to make any of the payments or provide any of the benefits described above is conditioned upon the Executive delivering (concurrently upon receipt by the Executive of the initial payments provided in Section 10(a) through 10(d) hereof) a full release of any known or unknown claims arising out of or related to this Agreement or Company shall terminate the Executive's employment other than pursuant to Section 7 hereof, or termination of employment with the Company in a form which is reasonably acceptable to the Company, excepting only claims arising out of the alleged breach of the provisions of the Options, the Stockholders Agreement or any benefit plan or program to which (ii) the Executive shall continue terminate his employment for Good Reason pursuant to Section 10 hereof, the Company shall allow the Executive, at Company expense, to utilize the services of the public accounting firm used by the Company to audit its books and records (or such other firm as shall be eligible designated by the Company) for benefits or claims under assistance in preparation of his tax returns relating to the taxable year in which the Executive's employment was terminated (and for any Federal or state continuation other taxable year that is affected by the Change of coverage laws or the terms of this AgreementControl).

Compensation Upon Certain Terminations. a. If the Executive’s employment is terminated by the Company other than for death, Disability or Cause or by the Executive for Good Reason, or if Executive’s employment terminates due to the Expiration of the Term on or prior to the sixth anniversary of the Effective Date based upon written notice of non-renewal by the Company, the Company’s sole obligations hereunder shall be as follows: i. Subject to Section 11(e) and the Executive’s continued compliance with Section 12 hereof: 1. The Company shall pay the Executive a lump sum equal to the product of 1.5 and the Executive’s Base Salary no later than sixty (a60) In days following the event Termination Date; 2. The Company shall pay the Executive: (i) the amount of any unpaid short-term incentive compensation for any performance period ending prior to the Termination Date, determined based on actual achievement of the performance objectives pursuant to the bonus plan described in Section 4 above, paid on the date on which the bonus for such period is paid to active executives generally; and (ii) a termination short-term incentive amount for the performance period in which the Termination Date occurs, based on actual achievement of the performance objectives pursuant to the bonus plan described in Section 4 above and prorated based on the number of days employed during the performance period (including the Termination Date), paid on the date on which the bonus for each such period is paid to executives generally; provided, however, if the Executive’s employment terminates prior to the end of the twelve (12) month anniversary of the Effective Date, Section 11(a)(i)(2) shall not be less than the Guaranteed 2024 Annual Bonus; and 3. Subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will pay the Executive a taxable lump-sum payment in an amount equal to the monthly COBRA premium charged for the COBRA coverage elected by the Executive for himself and, if applicable, his dependents under the Company’s group medical and dental care plan (which amount will be based on the premium for the first month of the Executive's employment ’s COBRA coverage) multiplied by the Company Without Cause or a termination by the Executive of his employment for Good Reason eighteen (other than termination for Good Reason within 12 months of a Change in Control18), which payment will be made no later than sixty (60) days following the Termination Date. For the avoidance of doubt, the taxable lump-sum payment may be used for any purpose, including, but not limited to the payment of the Executive’s COBRA premiums, and will be subject to Section 9(i)all applicable tax withholdings. Executive acknowledges that it shall be Executive’s sole responsibility to timely elect COBRA coverage, and nothing herein shall promise or extend any period of coverage under COBRA or any Company medical or dental care plan. ii. In addition to the amounts described above, the Company shall pay the Executive his full Base Salary through the Date of Termination and, as liquidated damages, the following additional amounts and benefits: earned hereunder but not paid as of the Termination Date: (i) regular installments Base Salary, and (ii) reimbursement for any and all monies advanced or expenses incurred pursuant to Section 9(a) through his Termination Date. b. If the Executive’s employment is terminated by the Company when Cause exists or by reason of the Executive's then-current Base Salary ’s death, or if the Executive gives the Company a written notice of termination other than for Good Reason, or if Executive’s employment terminates due to the period from Expiration of the Date of Termination and ending Term on or prior to the first sixth anniversary of the Effective Date based upon written notice of Terminationnon-renewal by the Executive or after the sixth anniversary of the Effective Date based upon written notice of non-renewal by either party, PLUS then the Company’s sole obligation hereunder shall be to pay the Executive the following amounts earned hereunder but not paid as of the Termination Date: (i) Base Salary, (ii) reimbursement for any and all monies advanced or expenses incurred pursuant to Section 9(a) through the product Termination Date, and (iii) (A) in the event of the Executive’s death prior to the end of the twelve (x12) month anniversary of the Effective Date, the Guaranteed 2024 Annual Bonus, and (B) in the event of Executive’s death after the twelve (12) month anniversary of the Effective Date, the amount of any unpaid short-term incentive compensation award that would have been for any performance period ending prior to the Termination Date, determined based on actual achievement of performance objectives pursuant to the bonus plan described in Section 4 above, paid on the date on which the bonus for such period is paid to executives generally. The Executive’s entitlement to any other benefits shall be determined in accordance with the Company’s employee benefit plans then in effect. c. If the Executive’s employment is terminated by the Company by reason of the Executive’s Disability, the Company’s sole obligations hereunder shall be as follows: i. the Company shall pay the Executive the amount of any unpaid (i) Base Salary paid on the next payroll date following the Termination Date and (ii) short-term incentive for any performance period ending prior to the Termination Date, determined based on actual achievement of the performance objectives pursuant to the bonus plan described in Section 4 above, paid on the date on which the bonus for such period is paid to executives generally; ii. the Executive shall be entitled to receive any disability benefits available under the Company’s Long-Term Disability Plan; and iii. if prior to the end of the twelve (12) month anniversary of the Effective Date, the Guaranteed 2024 Annual Bonus. d. Except as otherwise expressly set forth herein, the amounts payable to the Executive for the fiscal year of the Company that includes the Date of Termination had the Executive continued in employment through the last day of such fiscal year and assuming that all 100% of the performance targets for such fiscal year had been achieved, multiplied by (y) a fraction, the numerator of which is equal to the number of calendar days in such fiscal year that have elapsed as of the Date of Termination and the denominator of which is equal to 365, PLUS (iii) subject to the terms and provisions of the benefit plans providing such benefits and applicable law, the Company shall continue to provide to the Executive the benefits (other than disability insurance and active participation in savings and retirement plans) referred to in Section 7 for the period during which the Company is obligated to continue paying the Executive's Base Salary pursuant to this Section 10(a)(i); PLUS (iv) any amounts subject to reimbursement under any other Section of this Agreement (including, without limitation, Section 8) and unpaid as of the Date of Termination; LESS (v) any amount paid, payable or to 11 will be paid to the Executive under at such times as the terms Executive would have otherwise been entitled to receive such amounts had the Executive not been terminated (determined in accordance with the Company’s payroll practices at the time of termination) and only so long as the Executive has not breached the provisions of Section 12 hereof or any severance plan other restrictive covenant and/or non-competition agreement between the Executive and the Company or program as in effect on the Date any of Termination; LESSits affiliates. (vi) e. The parties acknowledge and agree that any debts owed damages that will result to the Company by the Executive. If the Executive obtains new employment (including self-employment), any salary continuation payments and benefit coverage to which the Executive may be entitled pursuant to this Section 10(a) shall be reduced or canceled to the extent of any salary or other cash compensation and benefit coverage earned or accrued in respect to such new employment. (b) In the event of a termination by the Company of the Executive's ’s employment when Cause does not exist or by the Executive for Good Reason within 12 months of a Change in Control, shall be extremely difficult or impossible to establish or prove and agree that the Company shall pay the Executive his full Base Salary through the Date of Termination and, as liquidated damages, the following additional amounts and benefits: (i) a lump sum payment equal to two times the Base Salary in effect on the Date of Termination, PLUS (ii) the product of (x) the incentive compensation award that would have been payable to the Executive under Section 11(a) shall constitute liquidated damages for the fiscal year of the Company that includes the Date of Termination had the any such termination. The Executive continued in employment through the last day of such fiscal year and assuming that all 100% of the performance targets for such fiscal year had been achieved, multiplied by (y) a fraction, the numerator of which is equal to the number of calendar days in such fiscal year that have elapsed as of the Date of Termination and the denominator of which is equal to 365, PLUS (iii) subject to the terms and provisions of the benefit plans providing such benefits and applicable law, the Company shall continue to provide to the Executive benefits substantially the same as those referred to in Section 7 (other than disability insurance and active participation in savings and retirement plans) until the second anniversary of the Date of Termination; PROVIDED agrees that such welfare benefits will terminate earlier if the Executive obtains new employment with a comparable level liquidated damages shall be in lieu of benefits; PLUS (iv) any amounts subject to reimbursement under any all other Section of this Agreement (including, without limitation, Section 8) and unpaid as of the Date of Termination; LESS (v) any amount paid, payable or to be paid to the Executive under the terms of any severance plan or program as in effect on the Date of Termination; LESS (vi) any debts owed to the Company by the Executive. (c) If, during the Employment Period, the Executive shall terminate his employment without Good Reason (a voluntary resignation by the Executive pursuant to Section 9(c)) or if the Company shall terminate the Executive's employment for Cause or the Executive's employment shall terminate due to the Executive's death or Disability during the Term, the Company shall pay the Executive (i) his full Base Salary through the Date of Termination (or, in the case of death, one month following the Date of Termination), PLUS (ii) in the event of death or Disability, the Executive shall receive a pro-rata portion of the incentive compensation award claims that would have been payable to the Executive for the fiscal year during which employment was terminated, assuming that 100% of the performance targets had been achieved, PLUS (iii) any amounts subject to reimbursement under any other Section of this Agreement (including, without limitation, Section 8) and unpaid as of the Date of Termination, LESS (iv) any debts owed to the Company by the Executive. (d) In addition to and without limiting any amounts or benefits to which the Executive may be entitled under make by reason of any other provision of this Agreement, the Executive shall be entitled, upon any such termination of the Executive's employment by either party for any or no reason, including, without limitation, any non-renewal of the Term, to receive employment. Any and all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice additional rights provided pursuant to this Agreement shall only be payable if the Executive delivers to the Company and does not revoke a general release of claims in favor of the Company in which a form reasonably satisfactory to the Executive Company and the Executive. Such release must be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the Termination Date. Notwithstanding anything to the foregoing set forth herein, to the extent that the payment of any amount described in Section 11(a) constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the Termination Date shall not be paid until the first regularly scheduled pay period following the 60th day following such termination and shall include payment of any amount that was a participant during his employment with Company in accordance with the terms thereof and applicable law, PROVIDED that (x) the otherwise scheduled to be paid prior thereto. f. The Executive shall not be entitled required to receive mitigate the amount of any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of payment provided for in this Section 10 11 by seeking other employment or otherwise and no such payment or benefit shall supersede be eliminated, offset or reduced by the provisions amount of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable compensation provided to the Executive under the terms of in any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 10 in the manner subsequent employment. g. Except as otherwise expressly provided in clauses this Section 11, all the Executive’s rights to salary, bonuses, fringe benefits and other compensation hereunder (vif any) of Sections 10(a) and 10(b) hereof. (e) Notwithstanding that accrue or become payable after the provisions set forth in Section 10(a), 10(b), 10(c) or 10(d) hereof, the Company's obligation to make any of the payments or provide any of the benefits described above is conditioned Termination Date will cease upon the Executive delivering (concurrently upon receipt by the Executive of the initial payments provided in Section 10(a) through 10(d) hereof) a full release of any known or unknown claims arising out of or related to this Agreement or the Termination Date. The Executive's employment or ’s termination of employment with the Company in a form which is reasonably acceptable for any reason shall be deemed to automatically remove the CompanyExecutive, excepting only claims arising out of without further action, from the alleged breach of the provisions of the OptionsBoard, the Stockholders Agreement or any benefit plan or program other board to which the Executive has been appointed or nominated by or on behalf of the Company, and any and all offices held by Executive with the Company or its affiliates. The Executive shall continue execute such additional documents as requested by the Company from time to be eligible for benefits or claims under any Federal or state continuation of coverage laws or time to evidence the terms of this Agreementforegoing.