Common use of COMPENSATION UPON TERMINATION WITHOUT CAUSE OR FOR GOOD REASON Clause in Contracts

COMPENSATION UPON TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. Upon termination of Executive’s employment by the Company without Cause or upon Executive’s resignation from employment with the Company for Good Reason, in addition to any accrued but unpaid salary, bonus, vacation and expense reimbursement payable in accordance with applicable law, Executive shall be entitled to receive the following severance benefits from the Company: i. The Company shall pay to Executive an amount equal to (A) eighteen (18) months of Executive’s Base Salary at the highest annualized rate in effect at any time on or before the date upon which Executive’s employment terminates (the “Severance Date”) payable in substantially equal installments in accordance with the Company’s normal payroll policies, less applicable withholdings, with such installments to commence on the first payroll period following the sixtieth (60th) day after the Severance Date (with the first such installment to include any payments that otherwise would have been made if the Release (as defined below) were not subject to revocation on the Severance Date); and (B) one and one-half (1.5) times Executive’s Target Performance Bonus for the fiscal year in which the Severance Date occurs payable on the first payroll period following the sixtieth (60th) day after the Severance Date. Notwithstanding the foregoing, if the Executive would be entitled to a greater cash severance payment in the circumstances under the terms of any employment agreement then-in-effect than the amount determined under the first sentence of this Section 5(b)(i), the Executive shall be entitled to such greater cash severance payment only and no additional payment shall be made under this Section 5(b)(i); ii. If Executive elects to receive continued healthcare coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents through the earliest of (A) the eighteen (18) month anniversary of the Severance Date, (B) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s) or (C) the date Executive and Executive’s covered dependents, if any, are no longer eligible for coverage under COBRA. After the Company ceases to pay premiums pursuant to the preceding sentence, Executive may, for any remaining period of COBRA coverage, elect to continue healthcare coverage at Executive’s own expense in accordance with the provisions of COBRA; iii. Notwithstanding any other provision herein or in any other document, any outstanding equity award, including without limitation each stock option and restricted stock award granted by the Company to Executive, to the extent such award is outstanding and has not vested as of Executive’s Severance Date, shall automatically become vested and, if applicable, exercisable and any forfeiture restrictions or rights to repurchase thereon shall immediately lapse, in each case, with respect to that number of shares of Company common stock subject to such equity award that otherwise would have vested, become exercisable (if applicable) or upon which restrictions would have lapsed had Executive’s employment continued with the Company for eighteen (18) months following the Severance Date; iv. At the election of Executive, the Company will either (A) pay the Executive a lump sum amount of $15,000 to be used by Executive for outplacement assistance, tax planning, educational assistance, or similar transition support, or (B) provide Executive with the same or similar services through a professional outplacement firm selected by the Company; and v. Executive will be able to retain his or her blackberry, smartphone or other handheld device purchased by the Company, including any personal calendars and personal contacts but not Company documents, data or e-mails stored thereupon, but Executive will have to pay any continued service costs related thereto.

COMPENSATION UPON TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. Upon Following a Change in Control, upon any termination of the Executive’s employment by the Company without Cause (other than because of death, Disability or upon Executive’s resignation from Retirement), or any termination of employment with by the Company Executive for Good Reason, in addition to any accrued but unpaid salarycase, bonusduring the term of this Agreement, vacation and expense reimbursement payable in accordance with applicable law, lieu of any severance benefits Executive shall would otherwise be entitled eligible to receive under any employment agreement with the following severance benefits from the Company: i. The Company shall pay to Executive an amount equal to (A) eighteen (18) months of Executive’s Base Salary at the highest annualized rate in effect at any time on or before the date upon which Executive’s employment terminates (the “Severance Date”) payable in substantially equal installments in accordance with under the Company’s normal payroll policies, less applicable withholdings, with such installments to commence on the first payroll period following the sixtieth (60th) day after the Severance Date (with the first such installment to include any payments that otherwise would have been made if the Release (as defined below) were not subject to revocation on the Severance Date); and (B) one and one-half (1.5) times Executive’s Target Performance Bonus for the fiscal year in which the Severance Date occurs payable on the first payroll period following the sixtieth (60th) day after the Severance Date. Notwithstanding the foregoingseverance plan, if any, as in effect immediately prior to the Executive would be entitled to a greater cash severance payment Change in the circumstances under the terms of any employment agreement then-in-effect than the amount determined under the first sentence of this Section 5(b)(i)Control, the Executive shall be entitled to the following benefits and payments: (a) A cash lump sum payment (payable within ten days of the Date of Termination) of full base salary through the Date of Termination at the rate in effect at the time the Notice of Termination is given or, if higher, at the rate in effect immediately prior to the reduction giving rise (pursuant to clause (iv) of the definition of Good Reason) to such greater cash severance payment only and no additional payment shall be made termination, plus all other amounts to which the Executive is entitled under this Section 5(b)(i)any compensation or benefit plan of the Company at the time such payments are due under the terms of such plans; ii. If Executive elects to receive continued healthcare coverage pursuant to the provisions (b) A cash lump sum payment (payable within ten days of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)Date of Termination) equal to two and one-half times the sum of the Final Average Salary and the Final Average Bonus, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents through the earliest of where (A) the eighteen (18) month anniversary “Final Average Salary” means the average of the Severance DateExecutive’s Annual Base Salary as in effect for each of the three years preceding the Date of Termination and commencing no earlier than February 3, 1999 (or, if shorter, the number of years from February 3, 1999 to the Date of Termination) and (B) the date “Final Average Bonus” means the average of the Bonuses awarded to the Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s) or (C) the date Executive and Executive’s covered dependents, if any, are no longer eligible for coverage under COBRA. After the Company ceases to pay premiums pursuant to the preceding sentence, Executive may, for any remaining period of COBRA coverage, elect to continue healthcare coverage at Executive’s own expense in accordance with the provisions of COBRA; iii. Notwithstanding any other provision herein or in any other document, any outstanding equity award, including without limitation each stock option and restricted stock award granted by the Company to Executive, to the extent such award is outstanding and has not vested as of Executive’s Severance Date, shall automatically become vested and, if applicable, exercisable and any forfeiture restrictions or rights to repurchase thereon shall immediately lapse, in each case, Annual Incentive Program with respect to that the three years preceding the Date of Termination and commencing no earlier than February 3, 1999 (or, if shorter, the number of shares years from February 3, 1999 to the Date of Company common stock subject to such equity award that otherwise would have vested, become exercisable (if applicable) or upon which restrictions would have lapsed had Executive’s employment continued with the Company for eighteen (18) months following the Severance DateTermination); iv. At the election of Executive, the Company will either (A) pay the Executive a lump sum amount of $15,000 to be used by Executive for outplacement assistance, tax planning, educational assistance, or similar transition support, or (B) provide Executive with the same or similar services through a professional outplacement firm selected by the Company; and v. Executive will be able to retain his or her blackberry, smartphone or other handheld device purchased by the Company, including any personal calendars and personal contacts but not Company documents, data or e-mails stored thereupon, but Executive will have to pay any continued service costs related thereto.

COMPENSATION UPON TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. Upon Following a Change in Control, upon any termination of the Executive’s 's employment by the Company without Cause (other than because of death, Disability or upon Executive’s resignation from Retirement), or any termination of employment with by the Company Executive for Good Reason, in addition to any accrued but unpaid salarycase, bonusduring the term of this Agreement, vacation and expense reimbursement payable in accordance with applicable law, lieu of any severance benefits Executive shall would otherwise be entitled eligible to receive the following severance benefits from the Company: i. The Company shall pay to Executive an amount equal to (A) eighteen (18) months of Executive’s Base Salary at the highest annualized rate in effect at any time on or before the date upon which Executive’s employment terminates (the “Severance Date”) payable in substantially equal installments in accordance with the Company’s normal payroll policies, less applicable withholdings, with such installments to commence on the first payroll period following the sixtieth (60th) day after the Severance Date (with the first such installment to include any payments that otherwise would have been made if the Release (as defined below) were not subject to revocation on the Severance Date); and (B) one and one-half (1.5) times Executive’s Target Performance Bonus for the fiscal year in which the Severance Date occurs payable on the first payroll period following the sixtieth (60th) day after the Severance Date. Notwithstanding the foregoing, if the Executive would be entitled to a greater cash severance payment in the circumstances under the terms of any employment agreement then-in-effect than with the amount determined Company or under the first sentence of this Section 5(b)(i)Company's severance plan, if any, as in effect immediately prior to the Change in Control, the Executive shall be entitled to the following benefits and payments: (a) A cash lump sum payment (payable within ten days of the Date of Termination) of full base salary through the Date of Termination at the rate in effect at the time the Notice of Termination is given or, if higher, at the rate in effect immediately prior to the reduction giving rise (pursuant to clause (iv) of the definition of Good Reason) to such greater cash severance payment only and no additional payment shall be made termination, plus all other amounts to which the Executive is entitled under this Section 5(b)(i)any compensation or benefit plan of the Company at the time such payments are due under the terms of such plans; ii. If Executive elects to receive continued healthcare coverage pursuant to the provisions (b) A cash lump sum payment (payable within ten days of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)Date of Termination) equal to two times the sum of the Final Average Salary and the Final Average Bonus, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents through the earliest of where (A) the eighteen (18) month anniversary "Final Average Salary" means the average of the Severance DateExecutive's Annual Base Salary as in effect for each of the three years preceding the Date of Termination and commencing no earlier than February 3, 1999 (or, if shorter, the number of years from February 3, 1999 to the Date of Termination) and (B) the date "Final Average Bonus" means the average of the Bonuses awarded to the Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s) or (C) the date Executive and Executive’s covered dependents, if any, are no longer eligible for coverage under COBRA. After the Company ceases to pay premiums pursuant to the preceding sentence, Executive may, for any remaining period of COBRA coverage, elect to continue healthcare coverage at Executive’s own expense in accordance with the provisions of COBRA; iii. Notwithstanding any other provision herein or in any other document, any outstanding equity award, including without limitation each stock option and restricted stock award granted by the Company to Executive, to the extent such award is outstanding and has not vested as of Executive’s Severance Date, shall automatically become vested and, if applicable, exercisable and any forfeiture restrictions or rights to repurchase thereon shall immediately lapse, in each case, Annual Incentive Program with respect to that the three years preceding the Date of Termination and commencing no earlier than February 3, 1999 (or, if shorter, the number of shares years from February 3, 1999 to the Date of Company common stock subject to such equity award that otherwise would have vested, become exercisable (if applicable) or upon which restrictions would have lapsed had Executive’s employment continued with the Company for eighteen (18) months following the Severance DateTermination); iv. At the election of Executive, the Company will either (A) pay the Executive a lump sum amount of $15,000 to be used by Executive for outplacement assistance, tax planning, educational assistance, or similar transition support, or (B) provide Executive with the same or similar services through a professional outplacement firm selected by the Company; and v. Executive will be able to retain his or her blackberry, smartphone or other handheld device purchased by the Company, including any personal calendars and personal contacts but not Company documents, data or e-mails stored thereupon, but Executive will have to pay any continued service costs related thereto.

COMPENSATION UPON TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. Upon Following a Change in Control, upon any termination of Executive’s 's employment by the Company without Cause (other than because of death, Disability or upon Executive’s resignation from Retirement), or any termination of employment with the Company by Executive for Good Reason, in any case, during the term of this Agreement, in lieu of the payments and benefits (not including any payments and benefits payable under the KESIP) Executive would otherwise have received pursuant to the Employment Agreement and in lieu of any severance benefits Executive would otherwise be eligible to receive under the Company's severance plan, if any, as in effect immediately prior to the Change in Control, Executive shall be entitled to the following benefits and payments, payable (unless otherwise provided below) in a lump sum in cash within ten days after the Date of Termination: (a) Full base salary through the Date of Termination at the rate in effect at the time the Notice of Termination is given or, if higher, at the rate in effect immediately prior to the reduction giving rise (pursuant to Section 3(a)(IV)) to Good Reason for such termination, plus all other amounts to which Executive is entitled under any compensation or benefit plan of the Company at the time such payments are due under the terms of such plans. (b) A severance payment (the "Severance Payment") equal to two times the sum of Executive's annual base salary and bonus with respect to the year (out of the three years immediately preceding the year in which such termination occurs or the three years immediately preceding the Change in Control, if higher) for which such sum is highest, reduced by any base salary or bonus paid Executive in respect of any period after the Date of Termination. (c) Life, disability, accident and health insurance benefits substantially similar to those which Executive was receiving immediately prior to the Change in Control (or thereafter, if higher) until the earlier to occur of (i) the second anniversary of the Date of Termination or (ii) such time as Executive is covered by comparable programs of a subsequent employer; provided, however, that in the event the Company is unable to provide such benefits, the Company shall make annual payments to Executive in an amount such that following Executive's payment of applicable taxes thereon, Executive retains an amount equal to the cost to Executive, net of any cost which would otherwise be borne by Executive, of obtaining comparable life, disability, accident and health insurance coverage. Benefits otherwise receivable by Executive pursuant to this Section 4(c) shall be reduced to the extent comparable benefits are actually received during the two year period following termination, and any such benefits actually received by Executive shall be reported to the Company. (d) Lifetime pass privileges for Executive and family members of the same type and priority received prior to the Date of Termination (or thereafter, if more favorable), which pass privileges shall apply to travel on any airline controlled by the Company or the Company's successor, as the case may be. (e) In addition to any accrued but unpaid salary, bonus, vacation and expense reimbursement all other amounts payable in accordance with applicable lawunder this Section 4, Executive shall be entitled to receive the all benefits payable under any other plan or agreement relating to retirement benefits (including plans or agreements of any successor following severance benefits from the Company: i. The Company shall pay to Executive an amount equal to (Aa Change in Control) eighteen (18) months of Executive’s Base Salary at the highest annualized rate in effect at any time on or before the date upon which Executive’s employment terminates (the “Severance Date”) payable in substantially equal installments in accordance with the Company’s normal payroll policies, less applicable withholdings, with such installments to commence on the first payroll period following the sixtieth (60th) day after the Severance Date (with the first such installment to include any payments that otherwise would have been made if the Release (as defined below) were not subject to revocation on the Severance Date); and (B) one and one-half (1.5) times Executive’s Target Performance Bonus for the fiscal year in which the Severance Date occurs payable on the first payroll period following the sixtieth (60th) day after the Severance Date. Notwithstanding the foregoing, if the Executive would be entitled to a greater cash severance payment in the circumstances under the terms of any employment agreement then-in-effect than the amount determined under the first sentence of this Section 5(b)(i), the Executive shall be entitled to such greater cash severance payment only and no additional payment shall be made under this Section 5(b)(i); ii. If Executive elects to receive continued healthcare coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall directly pay, plan or reimburse Executive for, the premium for Executive and Executive’s covered dependents through the earliest of (A) the eighteen (18) month anniversary of the Severance Date, (B) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s) or (C) the date Executive and Executive’s covered dependents, if any, are no longer eligible for coverage under COBRA. After the Company ceases to pay premiums pursuant to the preceding sentence, Executive may, for any remaining period of COBRA coverage, elect to continue healthcare coverage at Executive’s own expense in accordance with the provisions of COBRA; iii. Notwithstanding any other provision herein or in any other document, any outstanding equity award, including without limitation each stock option and restricted stock award granted by the Company to Executiveagreement; provided that, to the extent permitted by applicable law, Executive shall be credited under such award is outstanding and has not vested as plans or agreements of Executive’s Severance Date, shall automatically become vested and, if applicable, exercisable and any forfeiture restrictions or rights to repurchase thereon shall immediately lapse, in each case, successor with respect to that number of shares of Company common stock subject to such equity award that otherwise would have vested, become exercisable (if applicable) or upon which restrictions would have lapsed had Executive’s employment continued two years additional service with the Company after the Date of Termination for eighteen (18) months following the Severance Date; iv. At the election of Executive, the Company will either (A) pay the Executive a lump sum amount of $15,000 to be used by Executive for outplacement assistance, tax planning, educational assistance, or similar transition support, or (B) provide Executive with the same or similar services through a professional outplacement firm selected by the Company; and v. Executive will be able to retain his or her blackberry, smartphone or other handheld device purchased by the Company, including any personal calendars vesting and personal contacts but not Company documents, data or e-mails stored thereupon, but Executive will have to pay any continued service costs related theretoeligibility purposes.