Common use of Good Reason or Other Than for Cause Clause in Contracts

Good Reason or Other Than for Cause. If the Company shall terminate Executive’s employment hereunder other than for Cause or if Executive shall terminate his employment hereunder for Good Reason: (i) the Company shall pay to Executive in a lump sum in cash within thirty (30) days (or such longer period necessary for the release referred to in Section 9(f) to become irrevocable) after the Date of Termination all such Accrued Obligations; (ii) the Company shall, for a period of one year after the Date of Termination continue to pay the Base Salary and benefits to Executive and/or Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iii) including health insurance and life insurance, in accordance with the most favorable plans, practices, programs or policies of the Company and its subsidiaries in effect on the Date of Termination; provided that the Company shall not be required to provide a benefit or benefits under this Section (other than continuation of Base Salary) to the extent Executive is reemployed during such one year period and such subsequent employer provides a comparable benefit or benefits; and (iii) in addition to the foregoing, (A) all of Executive’s unvested Employee Options or Performance Options shall immediately vest, and (B) all of Executive’s options (whether arising from the Employee Options or the Performance Option) as of the Date of Termination shall remain exercisable for two (2) years after such Date of Termination.