Common use of Discharge Without Cause or Resignation for Good Reason Clause in Contracts

Discharge Without Cause or Resignation for Good Reason. If Executive is discharged without Cause or resigns for Good Reason during the Term, Executive shall receive a severance payment (the “Severance Payment”) equal to the sum of (i) the greater of (A) Executive’s Base Salary for the remainder of the Term, or (B) 150% of Base Salary, (ii) an amount equal to 18 multiplied by the monthly COBRA medical payment applicable to Executive as of the termination date, and (iii) an amount equal to the Annual Bonus that Executive would have received with respect to the fiscal year in which Executive is discharged without Cause or resigns for Good Reason during the Term, pro-rated based upon the number of days Executive was employed by the Company during such fiscal year. The Severance Payment shall be payable 50% in a lump sum as of the six (6) month anniversary of Executive’s termination of employment and 50% in a lump sum as of the one-year anniversary of Executive’s termination of employment, provided that Executive signs and does not timely revoke a general release of claims (including, without limitation, contractual, common law and statutory claims) against the Company and its officers, directors, employees and agents in form and substance satisfactory to the Company. The Severance Payment shall be in lieu of any other payment to which Executive may be entitled by reason of any severance plan sponsored by the Company or otherwise. Additionally, all of Executive’s then unvested restricted stock awarded pursuant to Paragraph 4(c)(ii)(A) herein will automatically vest in full. All of Executive’s then unvested restricted stock awarded pursuant to Paragraph 4(c)(ii)(B) herein shall remain outstanding through the remainder of the applicable performance period (without regard to any continued employment requirement) and if or to the extent the performance provisions are attained shall become vested without regard to any continued employment requirement. Any unvested restricted stock awarded pursuant to Paragraph 4(c)(ii)(C) shall be forfeited. Executive shall also receive any vested benefits to which Executive is entitled under the Company’s equity compensation plans and other employee benefit plans in accordance with, to the extent provided in, and subject to the restrictions and payout schedules contained in such plans. Upon discharge without Cause or resignation for Good Reason, Executive shall have no duty to mitigate Executive’s damages (if any), and the amounts due Employee under this Paragraph 10(a) shall not be reduced by any payments received from other sources.

Discharge Without Cause or Resignation for Good Reason. If Executive Employee is discharged Discharged without Cause or resigns for Good Reason during the Term, Executive Employee shall receive a receive: 1. severance payment pay equal one (1) times his annual Base Salary (the “Severance Payment”) in effect at the time of termination, less applicable taxes, withholdings and deductions; and 2. be paid a stipend equal to an amount that represents the sum of (i) amount Employee pays to the greater of (A) Executive’s Base Salary Company as a monthly COBRA premium for the remainder of insurance coverage for the Term, or (B) 150% of Base Salary, (ii) an amount equal to 18 multiplied by the monthly COBRA group medical payment and dental plans as would be applicable to Executive Employee at the date of termination of employment for one (1) year from the date of termination, which stipend shall be paid in the same time and manner as of the termination date, and Severance Payment (iii) an amount equal “the Stipend”). This Stipend is taxable income to the Annual Bonus that Executive would have received with respect Employee and is subject to the fiscal year in which Executive is discharged without Cause or resigns for Good Reason during the Term, pro-rated based upon the number of days Executive was employed by the Company during such fiscal yeartaxes and withholdings as required. The Severance Payment and Stipend shall be payable 50% in a lump sum bi-weekly installments in accordance with the Company’s payroll practices commencing as of the six (6) month anniversary of Executive’s termination of employment and 50% in a lump sum soon as of the one-year anniversary of Executive’s termination of employmentpracticable after Employee has signed, provided that Executive signs and does not timely revoke revoke, a general release of claims (including, without limitation, contractual, common law and statutory claims) against the Company and its officers, directors, employees and agents in form and substance satisfactory (the “Release”). All payments shall be made as though payments had commenced as of the payroll period immediately following the date of Employee’s separation from service; provided, however, that any payments that would have been made prior to the Companydate the Release becomes irrevocable shall be paid as soon as practicable following such date; and provided, further, that in the event any payments under this Section Six (6).A. that are determined to be payments of nonqualified deferred compensation that are subject to Code Section 409A that would be in violation of Code Section 409A(a)(2)(B)(i) (regarding payments upon separation from service of a “specified employee”) if paid when otherwise payable shall be deferred to the date which is six (6) months following the Employee’s separation from service. The If, during the course of the time period during which the Severance Payment is paid, Employee becomes associated with any other person, firm, or corporation, whether as a principal, agent, employee, consultant, stockholder, partner, officer, member, director, sole proprietor, or otherwise, for which he receives any remuneration, the Severance Payment will be reduced by the amount of salary, wages, consulting fees or any other remuneration received by Employee from his new association. In the event that the remuneration received by Employee equals or exceed the amount of the Severance Payment, the Severance Payment shall cease immediately. In the event that Employee becomes associated with any other person, firm, or corporation, whether as a principal, agent, employee, consultant, stockholder, partner, officer, member, director, sole proprietor, or otherwise, and as a result becomes entitled to receive healthcare coverage, the Company’s reimbursement of the Stipend shall cease immediately. Employee understands and agrees that if he does become eligible for healthcare coverage under any plan, he will enroll in such plan, and will not decline such coverage. In the event the Employee is eligible for the Severance Payment and Stipend pursuant to this Section, the Severance Payment and Stipend shall be paid in lieu of any other payment severance or separation payments to which Executive Employee may be entitled by reason of any severance plan sponsored by other policy or agreement with the Company or otherwiseCompany. Additionally, all of Executive’s then unvested restricted stock awarded pursuant Any Annual Bonus to Paragraph 4(c)(ii)(A) herein will automatically vest which Employee may be entitled shall be paid in full. All of Executive’s then unvested restricted stock awarded pursuant to Paragraph 4(c)(ii)(B) herein shall remain outstanding through strict accordance with the remainder terms and conditions of the applicable performance period (without regard to any continued employment requirement) and if or to the extent the performance provisions are attained shall become vested without regard to any continued employment requirement. Any unvested restricted stock awarded pursuant to Paragraph 4(c)(ii)(C) shall be forfeited. Executive shall also receive any vested benefits to which Executive is entitled under the Company’s equity compensation plans and other employee benefit plans in accordance with, to the extent provided in, and subject to the restrictions and payout schedules contained in such plans. Upon discharge without Cause or resignation for Good Reason, Executive shall have no duty to mitigate Executive’s damages (if any), and the amounts due Employee under this Paragraph 10(a) shall not be reduced by any payments received from other sourcesCash Bonus Plan.

Discharge Without Cause or Resignation for Good Reason. If Executive is discharged the Company terminates Executive’s employment without Cause or Executive’s resigns for Good Reason during Reason, and Section 8 below does not apply, then Executive shall receive payment of (a) any unpaid base salary, reimbursement of expenses incurred, and unused vacation days accrued prior to the Termdate of termination, to be paid within thirty (30) days after the date of termination, and (b) other unpaid vested amounts or benefits under Company compensation, incentive, and benefit plans, in accordance with the terms and provisions of such compensation, incentive, and benefit plans. In addition, upon Executive’s “separation from service” (within the meaning of Code § 409A(a)(2)(A)(i)), (1) Executive shall receive a severance lump sum payment (the “Severance Payment”) equal to the sum of (i) the greater of (A) Executive’s Base Salary for the remainder of the Term, or (B) 150% of Base Salary, (ii) an amount equal to 18 multiplied by the monthly COBRA medical payment applicable to Executive as of the termination date, and (iii) an amount equal to the Annual Bonus that Executive would have received with respect to the fiscal year in which Executive is discharged without Cause or resigns for Good Reason during the Term, pro-rated based upon the number of days Executive was employed by the Company during such fiscal year. The Severance Payment shall be payable 50% in a lump sum as of the six (6) month anniversary of Executive’s termination base salary in Section 5(a) through the Expiration Date, which payment shall be paid within thirty (30) days after the date of employment termination, (2) Executive shall receive payment of COBRA premiums for Executive and 50% in a lump sum as of the one-year anniversary of Executive’s termination of employment, provided that Executive signs and does not timely revoke a general release of claims (including, without limitation, contractual, common law and statutory claims) against the Company and its officers, directors, employees and agents in form and substance satisfactory to the Company. The Severance Payment shall be in lieu of any other payment to which Executive may be entitled by reason of any severance plan sponsored by the Company or otherwise. Additionally, all of Executive’s then unvested restricted stock awarded pursuant to Paragraph 4(c)(ii)(A) herein will automatically vest in full. All of Executive’s then unvested restricted stock awarded pursuant to Paragraph 4(c)(ii)(B) herein shall remain outstanding through the remainder of the applicable performance period (without regard to any continued employment requirement) and if or to the extent the performance provisions are attained shall become vested without regard to any continued employment requirement. Any unvested restricted stock awarded pursuant to Paragraph 4(c)(ii)(C) shall be forfeited. Executive shall also receive any vested benefits to which Executive is entitled eligible dependents under the Company’s equity compensation plans major medical group health plan on a monthly basis, beginning as of the date on which the first such COBRA premiums would be required of the Executive and other employee benefit plans in accordance withcontinuing until the earlier of (x) the Expiration Date, or (y) the date that is eighteen (18) months from the date of termination under this Section 6(a)(iii), (3) Executive shall receive a lump sum payment of either (a) Six Hundred Sixty Thousand Dollars ($660,000.00) if the date of termination occurs on or before December 31, 2007, or (b) Three Hundred Thirty Thousand Dollars ($330,000.00) if the date of termination occurs during the period from January 1, 2008 through December 31, 2008, to be paid within thirty (30) days after the extent provided indate of termination, and (4) all restricted stock shares previously granted to Executive shall immediately become fully vested as of the date of termination (subclauses (1)-(4) collectively, the “Without Cause/Good Reason Separation Benefits”). Executive’s right to receive the Without Cause/Good Reason Separation Benefits shall be subject to the restrictions and payout schedules contained in such plans. Upon discharge without Cause or resignation for Good Reason, Executive shall have no duty to mitigate Executive’s damages (if any), Section 9 below and the amounts due Employee under this Paragraph 10(aSeparation Conditions set forth in Section 6(d) shall not be reduced by any payments received from other sourcesbelow.

Discharge Without Cause or Resignation for Good Reason. If Executive is discharged the Company terminates Executive's employment without Cause or Executive's resigns for Good Reason during the TermReason, then Executive shall receive a severance payment of (the “Severance Payment”a) equal any unpaid base salary, reimbursement of expenses incurred, and unused vacation days accrued prior to the sum date of termination, to be paid within thirty (30) days after the date of termination, and (b) other unpaid vested amounts or benefits under Company compensation, incentive, and benefit plans, in accordance with the terms and provisions of such compensation, incentive, and benefit plans. In addition, in exchange for Executive's execution of a release in accordance with Section 5(d), (1) Executive shall receive continuation of Executive's base salary in section 4(a) through the Expiration Date or two (2) years, whichever is shorter, which payment shall be made over the applicable time period in accordance with the Company's normal payroll practices, (2) Executive shall receive payment of COBRA premiums for Executive and Executive's eligible dependents under the Company's major medical group health plan on a monthly basis, beginning as of the date on which the first such COBRA premiums would be required of the Executive and continuing until the earlier of (ix) the greater of (A) Executive’s Base Salary for the remainder of the TermExpiration Date, or (By) 150% the date that is eighteen (18) months from the date of Base Salarytermination under this Section 5(a)(iii), (ii3) an amount equal Executive shall continue to 18 multiplied by be eligible to receive the monthly COBRA medical payment applicable to Executive as annual performance bonus in section 4(d) through the Expiration Date or two (2) years after the date of termination, whichever is shorter, which bonus payments shall be made on (and not earlier or later than) May 1 of the year immediately following the calendar year to which the bonus relates, (4) if Executive's termination dateoccurs on or prior to May 1 of a calendar year, and (iii) an amount equal the Company shall grant to the Annual Bonus that Executive would have received with respect to the fiscal year in which Executive is discharged Executive, without Cause or resigns for Good Reason during the Termrestrictions, pro-rated based upon the number of days Executive was employed by the Company during such fiscal year. The Severance Payment shall be payable 50% in a lump sum as shares of the six (6) month anniversary of Executive’s termination of employment and 50% in a lump sum as of the one-year anniversary of Executive’s termination of employment, provided that Executive signs and does not timely revoke a general release of claims (including, without limitation, contractual, common law and statutory claims) against the Company and its officers, directors, employees and agents in form and substance satisfactory to the Company. The Severance Payment shall be in lieu of any other payment to which Executive may be entitled by reason of any severance plan sponsored by the Company or otherwise. Additionally, all of Executive’s then unvested restricted stock awarded pursuant to Paragraph 4(c)(ii)(A) herein will automatically vest in full. All of Executive’s then unvested restricted stock awarded pursuant to Paragraph 4(c)(ii)(B) herein shall remain outstanding through the remainder of the applicable performance period (without regard to any continued employment requirement) and if or to the extent the performance provisions are attained shall become vested without regard to any continued employment requirement. Any unvested restricted stock awarded pursuant to Paragraph 4(c)(ii)(C) shall be forfeited. Executive shall also receive any vested benefits Common Stock to which Executive is entitled under Section 4(e) for the Company’s equity compensation plans immediately preceding calendar year, but only if and other employee benefit plans in accordance with, to the extent provided inthe Target EBITDA or the Stock Price Thresholds under Sections 4(e)(i) or (ii) are met for such immediately preceding year (such grant to be made on (and not earlier or later than) May 1 of the year in which the termination occurs), (5) all restricted stock shares previously granted pursuant to Sections 4(b) and 4(e) shall immediately become fully vested as of the date of termination, and subject (6) the Company shall grant to Executive, without restrictions, the number of shares of Common Stock to which Executive would be entitled under Section 4(e) for the calendar year in which the termination occurs, but only if and to the restrictions extent the Target EBITDA or the Stock Price Thresholds under Sections 4(e)(i) or (ii) are met for the year in which the termination occurs (such grant to be made on (and payout schedules contained not earlier or later than) May 1 of the year immediately following the year in such planswhich the termination occurs). Upon discharge without Cause or resignation for Good Reason, Executive shall have no duty to mitigate Executive’s damages The annual performance bonus (if any)) set forth in sub-clause (3) of the preceding sentence shall be determined and paid as set forth in Section 4(d) as if Executive's employment had continued through the Expiration Date, or for two (2) years after the date of termination, whichever is shorter, and the amounts due Employee such bonus payments shall be pro-rated for any partial calendar year during which Executive continues to be eligible to receive such bonus under this Paragraph 10(a) shall not be reduced by any payments received from other sourcesSection 5(a)(iii).

Discharge Without Cause or Resignation for Good Reason. If Executive ------------------------------------------------------- Employee is discharged without Cause or resigns for Good Reason during the Term, Executive shall receive a severance payment (the “Severance Payment”) equal to the sum of Reason: (i) Within the greater first two (2) years of this Agreement, Employee shall receive his base salary (Apaid in monthly installments) Executive’s Base Salary and benefits and allowances under paragraphs 5(a), 6(a)-(c) and 8, to the extent permissible under the applicable plans and policies (("Continued Benefits") for the remainder of the Term, or eighteen (B18) 150% of Base Salary, months. (ii) an amount equal to 18 multiplied by After the monthly COBRA medical payment applicable to Executive as first two (2) years of this agreement but before the term of the termination dateagreement expires, Employee will receive his base salary (paid in monthly installments) and Continued Benefits for twelve (12) months. (iii) an amount equal to Employee will receive a prorated portion (based on the Annual Bonus that Executive number of days employed in the fiscal year) of the bonus which would have received with respect to been earned by the Employee under Paragraph 4(b) above, for said fiscal year based on the Company's full year's performance. The bonus, if any, will be paid as soon as practicable after the end of the fiscal year in which Executive is discharged without Cause or resigns for Good Reason during the Term, pro-rated based upon the number of days Executive was employed by the Company during such fiscal year. The Severance Payment termination occurs. (iv) Employee's Options shall be payable 50% in a lump sum as of the six (6) month anniversary of Executive’s termination of employment immediately vest and 50% in a lump sum as of the one-year anniversary of Executive’s termination of employment, provided that Executive signs and does not timely revoke a general release of claims (including, without limitation, contractual, common law and statutory claims) against the Company and its officers, directors, employees and agents in form and substance satisfactory to the Company. The Severance Payment shall be in lieu of he will receive any other payment payout to which Executive may be entitled by reason of any severance plan sponsored by the Company or otherwise. Additionally, all of Executive’s then unvested restricted stock awarded pursuant to Paragraph 4(c)(ii)(A) herein will automatically vest in full. All of Executive’s then unvested restricted stock awarded pursuant to Paragraph 4(c)(ii)(B) herein shall remain outstanding through the remainder of the applicable performance period (without regard to any continued employment requirement) and if or to the extent the performance provisions are attained shall become vested without regard to any continued employment requirement. Any unvested restricted stock awarded pursuant to Paragraph 4(c)(ii)(C) shall be forfeited. Executive shall also receive any vested benefits to which Executive he is entitled under the Company’s equity compensation plans and other employee benefit 's stock option plans in accordance with, to the extent provided in, and subject to the restrictions restriction and payout schedules contained in such those plans. (v) Any remaining balance of the loan under Paragraph 7 shall be forgiven and a tax gross-up payment shall be provided to Employee within thirty (30) days of his termination. (vi) The Company's obligation for base salary under subparagraph (i) above shall be offset by fifty percent (50%) of any base salary from employment with another employer during this period, or compensation earned by Employee through self-employment (except for income from Employee's investments in securities or real estate) and its obligation to continue medical and life insurance shall cease upon Employee's acceptance of other employment pursuant to which comparable coverage is normally provided. Upon discharge (With respect to the life insurance, the Company's obligation will be limited to the difference between the amount of coverage the Company is required to provide under this Agreement and the amount for which the Employee is eligible with his new employer.) Moreover, the Company's obligations under subparagraph (i) above shall cease in the event that Employee breaches any of the restrictions set forth in Paragraphs 15 or 16 below. (vii) The Employee's right to commencement and continuation of payments and Continued Benefits under 14(a)(i)-(ii), vesting of options under 14(a)(iv) and loan forgiveness and payment under 14(a)(v) shall be contingent upon (i) execution by the Employee at or about the time of termination of his employment of a general release of claims (including without limitation contractual, common law and statutory claims) in a form satisfactory to the Company in favor of the Company and its officers, directors, executives and agents substantially similar in substance to the release attached as Exhibit "B" which he does not revoke; and (ii) compliance by the Employee with all of the terms of this Agreement including without limitation paragraphs 15 and 16 hereof. Employer in connection with Employee's release shall execute a general release of claims against Employee (including without limitation contractual, common law and statutory claims) but preserving and excluding matters constituting Cause under paragraph 13(e) above, substantially in the form attached hereto as Exhibit "C". (viii) Except as set forth above in this Paragraph 14(a), Employee shall not be eligible for any payments or other benefits upon termination of his employment without Cause or resignation for Good Reason, Executive shall have no duty to mitigate Executive’s damages (if any), and the amounts due Employee under this Paragraph 10(a) shall not be reduced by any payments received from other sources.

Discharge Without Cause or Resignation for Good Reason. If Executive Employee is discharged Discharged Without Cause or Resigns for Good Reason: (i) Employee shall receive severance pay at his then current rate of Base Salary at the time of termination, less taxes and normal deductions, for a period of fifty-two (52) weeks (payable in equal installments in accordance with the Company’s regular payroll practices); (ii) the Company shall provide for Employee’s continued participation in the Company’s group medical insurance plan for employees (in accordance with the plan’s provisions, subject to its generally applicable eligibility requirements, terms, conditions and restrictions as then in effect or as it may be modified thereafter) for a one year (1) year period following Employee’s discharge without Cause or resigns resignation for Good Reason during on the Term, Executive shall receive a severance payment (the “Severance Payment”) equal same basis as though Employee had continued to the sum of (i) the greater of (A) Executive’s Base Salary for the remainder of the Term, or (B) 150% of Base Salary, (ii) an amount equal to 18 multiplied by the monthly COBRA medical payment applicable to Executive as of the termination date, and (iii) an amount equal to the Annual Bonus that Executive would have received with respect to the fiscal year in which Executive is discharged without Cause or resigns for Good Reason during the Term, pro-rated based upon the number of days Executive was be employed by the Company during such fiscal year. The Severance Payment that one (1) year period (so that Employee shall be payable 50% obligated to contribute for such coverage no more than the amount that Employee would have contributed as an active employee participating in the plan); (iii) Employee shall be entitled to vest in a lump sum as pro rata percentage of the six 4,000 shares of restricted stock granted on November 28, 2005, based on a fraction, the numerator of which shall be the number of calendar days between November 28, 2005 and the date of his discharge without Cause or resignation for Good Reason, and the denominator of which shall be 730; and (6iv) month anniversary Employee shall receive payment of Executive’s termination of employment and 50% in a lump sum as any Termination Pay From Prior Employment Agreement due him pursuant to Paragraph 6 above; provided (for receipt of the one-year anniversary of Executiveseverance pay set forth in Paragraph 12(a)(i) above and/or the Company’s termination of employment, provided undertakings set forth in Paragraphs 12(a)(ii) and/or 12(a)(iii) above) that Executive Employee signs and does not timely revoke a general release of claims (including, without limitation, contractual, common law and statutory claims) against the Company and its officers, directors, employees and agents in a form and substance satisfactory acceptable to the CompanyCompany (“General Release”). The Severance Payment These payments shall be in lieu of any bonus or other payment Company paid benefits to which Executive Employee is or may be entitled after Employee’s termination of employment with the Company for any reason whatsoever, whether by Employee or the Company, including any severance payments to which Employee is or may be entitled by reason of any severance plan sponsored by the Company Company, or otherwiseany other agreement, policy or practice. Additionally, all of Executive’s then unvested restricted stock awarded pursuant to Paragraph 4(c)(ii)(A) herein will automatically vest in full. All of Executive’s then unvested restricted stock awarded pursuant to Paragraph 4(c)(ii)(B) herein shall remain outstanding through the remainder of the applicable performance period (without regard to any continued employment requirement) and if or to the extent the performance provisions are attained shall become vested without regard to any continued employment requirement. Any unvested restricted stock awarded pursuant to Paragraph 4(c)(ii)(C) shall be forfeited. Executive shall also receive any vested benefits to which Executive is entitled under the The Company’s equity compensation plans and other employee benefit plans in accordance with, to the extent provided in, and subject to the restrictions and payout schedules contained in such plans. Upon discharge without Cause or resignation for Good Reason, Executive shall have no duty to mitigate Executive’s damages (if any), and the amounts due Employee obligations under this Paragraph 10(a12(a) shall not shall, as applicable: (i) cease in the event that Employee breaches any of Employee’s obligations under this Agreement; and/or (ii) be reduced offset by any payments disability insurance benefits and/or workers compensation benefits received from other sourcesby Employee during the period covered by the severance payments.

Discharge Without Cause or Resignation for Good Reason. If Executive Employee is discharged without Cause or resigns for Good Reason during the Term, Executive shall receive a severance payment (the “Severance Payment”) equal to the sum of Reason: (i) Employee shall receive his base salary (paid in monthly installments), continuation of medical and term life insurance provided herein (or the amount of the monthly premium in lieu thereof) and the value of the benefits set forth in paragraphs 5 and 6(a) of this Agreement for the greater of (A) Executive’s Base Salary for the remainder remaining term of the Term, Agreement or (B) 150% of Base Salary, one year. (ii) an amount equal to 18 multiplied Employee will receive a prorated portion (based on the number of days employed in the fiscal year) of the bonus which would have been earned by the monthly COBRA medical payment applicable to Executive Employee under Paragraph 4(b) above, for said fiscal year based on the Company's full year's performance. The bonus, if any, will be paid as soon as practicable after the end of the termination date, and (iii) an amount equal to the Annual Bonus that Executive would have received with respect to the fiscal year in which Executive is discharged without Cause or resigns for Good Reason during the Term, pro-rated based termination occurs. (iii) Employee's Options granted to him upon the number of days Executive was employed by the Company during such fiscal year. The Severance Payment shall be payable 50% in a lump sum as of the six (6) month anniversary of Executive’s termination commencement of employment under the Prior Agreement shall immediately vest and 50% in a lump sum as of the one-year anniversary of Executive’s termination of employment, provided that Executive signs and does not timely revoke a general release of claims (including, without limitation, contractual, common law and statutory claims) against the Company and its officers, directors, employees and agents in form and substance satisfactory to the Company. The Severance Payment shall be in lieu of he will receive any other payment payout to which Executive may be entitled by reason of any severance plan sponsored by the Company or otherwise. Additionally, all of Executive’s then unvested restricted stock awarded pursuant to Paragraph 4(c)(ii)(A) herein will automatically vest in full. All of Executive’s then unvested restricted stock awarded pursuant to Paragraph 4(c)(ii)(B) herein shall remain outstanding through the remainder of the applicable performance period (without regard to any continued employment requirement) and if or to the extent the performance provisions are attained shall become vested without regard to any continued employment requirement. Any unvested restricted stock awarded pursuant to Paragraph 4(c)(ii)(C) shall be forfeited. Executive shall also receive any vested benefits to which Executive he is entitled under the Company’s equity compensation plans and other employee benefit 's stock option plans in accordance with, to the extent provided in, and subject to the restrictions restriction and payout schedules contained in such those plans. (iv) The Company's obligation for base salary under subparagraph (i) above shall be offset by fifty percent (50%) of any base salary from employment with another employer during this period, or compensation earned by Employee through self-employment (except for income from Employee's investments in securities or real estate) and its obligation to continue medical and life insurance shall cease upon Employee's acceptance of other employment pursuant to which comparable coverage is normally provided. Upon discharge (With respect to the life insurance, the Company's obligation will be limited to the difference between the amount of coverage the Company is required to provide under this Agreement and the amount for which the Employee is eligible with his new employer.) Moreover, the Company's obligations under subparagraph (i) above shall cease in the event that Employee breaches any of the restrictions set forth in Paragraphs 13 or 14 below. (v) The Employee's right to commencement and continuation of payments and continued benefits under 12(a)(i)-(ii) and vesting of options under 12(a)(iii) shall be contingent upon (i) execution by the Employee at or about the time of termination of his employment of a general release of claims (including without limitation contractual, common law and statutory claims) in a form satisfactory to the Company in favor of the Company and its officers, directors, executives and agents substantially similar in substance to the release attached as Exhibit "A" which release he does not revoke; and (ii) compliance by the Employee with all of the terms of this Agreement including without limitation paragraphs 13 and 14 hereof. The Company in connection with Employee's release shall execute a general release of claims against Employee (including without limitation contractual, common law and statutory claims) but preserving and excluding matters constituting Cause under paragraph 11(e) above, substantially in the form attached hereto as Exhibit "B". (vi) Except as set forth above in this Paragraph 13(a), Employee shall not be eligible for any payments or other benefits upon termination of his employment without Cause or resignation for Good Reason, Executive shall have no duty to mitigate Executive’s damages (if any), and the amounts due Employee under this Paragraph 10(a) shall not be reduced by any payments received from other sources.

Discharge Without Cause or Resignation for Good Reason. If Executive Employee is discharged without Cause or resigns for Good Reason during the Term, Executive shall receive a severance payment (the “Severance Payment”) equal to the sum of Reason: (i) Employee shall receive base salary (paid in monthly installments) and the medical and term life insurance coverages provided herein (or equivalent) for the greater of (A) Executive’s Base Salary for the remainder remaining term of the Term, this Agreement or (B) 150% of Base Salary, one year. (ii) an amount equal to 18 multiplied by If Employee has been employed for at least three months in the monthly COBRA medical payment applicable to Executive as Company's fiscal year in which the termination of his employment occurs, Employee will receive a prorated portion (based on the number of days employed in the fiscal year) of the termination date, and (iii) an amount equal to the Annual Bonus that Executive bonus which would have received with respect to been earned by Employee under Paragraph 4(b) above for said fiscal year based on the Company's full year's performance. The bonus, if any, will be paid as soon as practicable after the end of the fiscal year in which Executive is discharged the termination occurs. (iii) Except as set forth above in this Paragraph 11(a) and in Paragraph 16, Employee shall not be eligible for any payments or other benefits upon termination of his employment without Cause or resigns resignation for Good Reason during Reason. (iv) Notwithstanding any other provision of this Agreement, if the Termaggregate present value of the "parachute payments" to Employee, pro-rated based upon determined under Section 280G(b) of the number Internal Revenue Code of days Executive was employed 1986, as amended (the "Code"), is at least three times the "base amount" determined under such Section 280G, then the compensation otherwise payable under this Agreement and any other amount payable hereunder or pursuant to any other severance plan, program, policy or obligation of the Company or any affiliate thereof shall be reduced so that the aggregate present value of the parachute payments to Employee, determined under such Section 280G, does not exceed 2.99 times the base amount. In no event, however, shall any benefit provided hereunder be reduced to the extent such benefit is specifically excluded by Section 280G(b) of the Code as a "parachute payment" or as an "excess parachute payment". Any decisions regarding the requirement or implementation of such reductions shall be made by such tax counsel as may be selected by the Company during such fiscal year. The Severance Payment and acceptable to Employee. (v) Employee's right to commencement and continuation of payments and benefits under Paragraph 11(a)(i)-(ii) shall be payable 50% in a lump sum as contingent upon (i) execution by Employee at or about the time of the six (6) month anniversary of Executive’s termination of his employment and 50% in a lump sum as of the one-year anniversary of Executive’s termination of employment, provided that Executive signs and does not timely revoke a general release of claims (including, including without limitation, limitation contractual, common law and statutory claims) against in a form satisfactory to the Company in favor of the Company and its officers, directors, employees executives and agents substantially similar in form and substance satisfactory to the Company. The Severance Payment shall be in lieu of any other payment to release attached as Exhibit "A" which Executive may be entitled he does not revoke; and (ii) compliance by reason of any severance plan sponsored by the Company or otherwise. Additionally, Employee with all of Executive’s then unvested restricted stock awarded pursuant to Paragraph 4(c)(ii)(A) herein will automatically vest in full. All the terms of Executive’s then unvested restricted stock awarded pursuant to Paragraph 4(c)(ii)(B) herein shall remain outstanding through the remainder of the applicable performance period (this Agreement including without regard to any continued employment requirement) limitation Paragraphs 12 and if or to the extent the performance provisions are attained shall become vested without regard to any continued employment requirement. Any unvested restricted stock awarded pursuant to Paragraph 4(c)(ii)(C) shall be forfeited. Executive shall also receive any vested benefits to which Executive is entitled under the Company’s equity compensation plans and other employee benefit plans in accordance with, to the extent provided in, and subject to the restrictions and payout schedules contained in such plans. Upon discharge without Cause or resignation for Good Reason, Executive shall have no duty to mitigate Executive’s damages (if any), and the amounts due Employee under this Paragraph 10(a) shall not be reduced by any payments received from other sources13 hereof.