Common use of Death, Disability, Good Reason or Termination by the Company or any Subsidiary other than for Cause Clause in Contracts

Death, Disability, Good Reason or Termination by the Company or any Subsidiary other than for Cause. Notwithstanding the Employment Agreement between the Company and the Participant effective as of September 4, 2007, as amended (the “Employment Agreement”), and unless otherwise determined by the Board of Directors of the Company or the Compensation Committee of the Board of Directors, in the event the Participant’s employment with the Company and/or any Subsidiary is terminated due to the Participant’s death or Disability, or by reason of the Participant’s resignation for Good Reason, or by the Company and/or any Subsidiary other than for Cause, the number of SAR Shares that shall be vested as of the date of the Participant’s termination of employment shall equal the number obtained by (A) multiplying 111,558 by a fraction, the numerator of which is the number of days from but excluding the Grant Date and to and including the date of the Participant’s termination of employment, and the denominator of which is 1826 and (B) subtracting from such product the number, if any, of SAR Shares that vested prior to the date of the Participant’s termination of employment in accordance with Section 2(a). Any unexercised vested portion of the SAR shall remain exercisable until the earlier of: (A) the Expiration Date; or (B) one (1) year after the date of the Participant’s termination of employment due to the Participant’s death or Disability; or (C) ninety (90) days after the date of the Participant’s termination of employment by reason of the Participant’s resignation for Good Reason, or by the Company and/or any Subsidiary other than for Cause.

Death, Disability, Good Reason or Termination by the Company or any Subsidiary other than for Cause. Notwithstanding the Employment Agreement between the Company and the Participant effective as of September 4, 2007, as amended (the “Employment Agreement”), and unless otherwise determined by the Board of Directors of the Company or the Compensation Committee of the Board of Directors, in the event the Participant’s employment with the Company and/or any Subsidiary is terminated due to the Participant’s death or Disability, or by reason of the Participant’s resignation for Good Reason, or by the Company and/or any Subsidiary other than for Cause, the number of SAR Shares that shall be vested as of 5:00 p.m., Central Time, on the effective date of the Participant’s termination of employment shall equal the number obtained by (A) multiplying 111,558 the total number of SAR Shares granted as of the Grant Date under Section 1(a) by a fraction, the numerator of which is the number of days from but excluding the Grant Date and to and including the date of the Participant’s termination of employment, and the denominator of which is 1826 1461 and (B) subtracting from such product the number, if any, of SAR Shares that vested prior to the date of the Participant’s termination of employment in accordance with Section 2(a). Any unexercised vested portion of the SAR shall remain exercisable until the earlier of: (A) 5:00 p.m., Central Time, on the Expiration Date; or (B) 5:00 p.m., Central Time, on the date that is one (1) year after the effective date of the Participant’s termination of employment due to the Participant’s death or Disability; or (C) 5:00 p.m., Central Time, on the date that is ninety (90) days after the effective date of the Participant’s termination of employment by reason of the Participant’s resignation for Good Reason, or by the Company and/or any Subsidiary other than for Cause.

Death, Disability, Good Reason or Termination by the Company or any Subsidiary other than for Cause. Notwithstanding the Employment Agreement between the Company and the Participant effective as of September 4, 2007, as amended (the “Employment Agreement”), and unless otherwise determined by the Board of Directors of the Company or the Compensation Committee of the Board of Directors, in the event the Participant’s employment with the Company and/or any Subsidiary is terminated due to the Participant’s death or Disability, or by reason of the Participant’s resignation for Good Reason, or by the Company and/or any Subsidiary other than for Cause, the number of SAR Shares that shall be vested as of the date of the Participant’s termination of employment shall equal the number obtained by (A) multiplying 111,558 [insert total number of SARs] by a fraction, the numerator of which is the number of days from but excluding the Grant Date and to and including the date of the Participant’s termination of employment, and the denominator of which is 1826 1461 and (B) subtracting from such product the number, if any, of SAR Shares that vested prior to the date of the Participant’s termination of employment in accordance with Section 2(a). Any unexercised vested portion of the SAR shall remain exercisable until the earlier of: (A) the Expiration Date; or (B) one (1) year after the date of the Participant’s termination of employment due to the Participant’s death or Disability; or (C) ninety (90) days after the date of the Participant’s termination of employment by reason of the Participant’s resignation for Good Reason, or by the Company and/or any Subsidiary other than for Cause.

Death, Disability, Good Reason or Termination by the Company or any Subsidiary other than for Cause. Notwithstanding the Employment Agreement between the Company and the Participant effective as of September 4, 2007, as amended (the “Employment Agreement”), and unless otherwise determined by the Board of Directors of the Company or the Compensation Committee of the Board of Directors, in the event the Participant’s employment with the Company and/or any Subsidiary is terminated due to the Participant’s death or Disability, or by reason of the Participant’s resignation for Good Reason, or by the Company and/or any Subsidiary other than for Cause, the number of SAR Shares that shall be vested as of the date of the Participant’s termination of employment shall equal the number obtained by (A) multiplying 111,558 by a fraction, the numerator of which is the number of days from but excluding the Grant Date and to and including the date of the Participant’s termination of employment, and the denominator of which is 1826 1461 and (B) subtracting from such product the number, if any, of SAR Shares that vested prior to the date of the Participant’s termination of employment in accordance with Section 2(a). Any unexercised vested portion of the SAR shall remain exercisable until the earlier of: (A) the Expiration Date; or (B) one (1) year after the date of the Participant’s termination of employment due to the Participant’s death or Disability; or (C) ninety (90) days after the date of the Participant’s termination of employment by reason of the Participant’s resignation for Good Reason, or by the Company and/or any Subsidiary other than for Cause.

Death, Disability, Good Reason or Termination by the Company or any Subsidiary other than for Cause. Notwithstanding the Employment Agreement between the Company and the Participant effective as of September 4, 2007, as amended (the “Employment Agreement”), and unless otherwise determined by the Board of Directors of the Company or the Compensation Committee of the Board of Directors, in the event the Participant’s employment with the Company and/or any Subsidiary is terminated due to the Participant’s death or Disability, or by reason of the Participant’s resignation for Good Reason, or by the Company and/or any Subsidiary other than for Cause, the number of SAR Shares that shall be vested as of 5:00 p.m., Central Time, on the effective date of the Participant’s termination of employment shall equal the number obtained by (A) multiplying 111,558 the total number of SAR Shares granted as of the Grant Date under Section 1(a) by a fraction, the numerator of which is the number of days from but excluding the Grant Date and to and including the date of the Participant’s termination of employment, and the denominator of which is 1826 1461 and (B) subtracting from such product the number, if any, of SAR Shares that vested prior to the date of the Participant’s termination of employment in accordance with Section 2(a). Any unexercised vested portion of the SAR shall remain exercisable until the earlier of: (A) the Expiration Date; or (B) one (1) year after the date of the Participant’s termination of employment due to the Participant’s death or Disability; or (C) ninety (90) days after the date of the Participant’s termination of employment by reason of the Participant’s resignation for Good Reason, or by the Company and/or any Subsidiary other than for Cause.