Common use of Good Reason or Without Cause Clause in Contracts

Good Reason or Without Cause. Subject to the Executive’s execution of the “Waiver and Release” attached hereto as Exhibit A (the “Waiver and Release”) no later than 30 days after the Date of Termination, if, during the Employment Period, the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination (or, if later, five days after the effective date of the Waiver and Release), the aggregate of the following amounts: A. the sum of (1) the Executive’s Annual Minimum Salary through the Date of Termination to the extent not theretofore paid, (2) any annual incentive payment earned by the Executive for a prior period to the extent not theretofore paid and not theretofore deferred, (3) any Annual Performance Bonus Payment earned by the Executive for a prior period to the extent not theretofore paid and not theretofore deferred,(4) any accrued and unused vacation pay and (5) any business expenses incurred by the Executive that are unreimbursed as of the Date of Termination (the sum of the amounts described in clauses (1)-(5), shall be hereinafter referred to as the “Accrued Obligations”); B. The product of (1) the Performance Bonus Payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the Date of Termination occurs as of the Date of Termination, and the denominator of which is 365 (the “Pro-Rata Performance Bonus”); C. the amount equal to the sum of (1) three (3) times the Executive’s Annual Minimum Salary; (2) one (1) times the Performance Bonus Payment and (3) one (1) times the Incentive Payment (1-3 collectively, the “Severance Payment”); D. In the event, Executive is not fully vested in any retirement benefits with the Company from pension, profit sharing or any other qualified or non-qualified retirement plan, the difference between the amounts Executive would have been paid if he had been vested on the date her employment was terminated and the amounts paid or owed to the Executive pursuant to such retirement plans; and E. The product of (1) the Incentive Payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the Date of Termination occurs as of the Date of Termination, and the denominator of which is 365 (the “Pro-Rata Incentive Payment”). (ii) notwithstanding anything to the contrary contained in any stock incentive plan or grant or award agreement, as applicable: A. All stock options and warrants outstanding as of the Date of Termination and held by the Executive shall vest in full and become immediately exercisable for the remainder of their full term; B. All restricted stock shall no longer be restricted to the extent permitted by law. The Company will use its best efforts, at its sole cost to register such restricted stock as expeditiously as possible (A and B collectively, the "Equity Benefits"). (iii) for the remainder of the Executive’s life and the life of her spouse as of the date hereof, the Company shall provide them continued health care benefits (such continued health care benefits, the “Medical Benefits”) as follows: (A) during the first 18 months following the Date of Termination (the “Initial Benefits Continuation Period”) such health care benefits shall be provided at the Company’s sole expense consistent with the Company’s practice under the Company’s severance plan (as in effect on the Effective Date); and (B) during the 18-month period immediately following the Initial Benefits Continuation Period (but not beyond the Executive’s (or her spouse’s (as of the date hereof) )attainment of age 65) (the “Subsequent Benefits Continuation Period”), such health care benefits shall be provided under the Company’s plans, programs, practices and policies providing health care benefits in the manner required by Section 4980B of the Code or other applicable law (“COBRA Coverage”), as if the Executive’s employment with the Company had terminated as of the end of the Initial Benefits Continuation Period, and the Company shall take such actions as are necessary to cause such COBRA Coverage not to be offset by the provision of benefits under this Section 5.01(iii) and to cause the period of COBRA Coverage under the Company’s health care benefit plans to commence at the end of the Initial Benefits Continuation Period. The Executive shall be responsible for the payment of any COBRA premium during the Subsequent Benefits Continuation Period, provided that the Company shall make a lump sum payment to the Executive within ten days of the end of the Initial Benefits Continuation Period (unless the Executive has theretofore died) equal to the cost of such premiums, plus an income tax gross-up thereon so that the Executive retains an amount equal to the cost of such premiums. Within 30 days following the end of the Subsequent Benefits Period (or with respect to the Executive’s spouse, on the delayed payment date set forth in the proviso below), the Company shall pay the Executive a lump sum cash amount equal to the present value of the cost of premiums for health care coverage as a supplement to Medicare benefits under an individual policy from a third party insurer, with such insurer to be selected by the Executive (which coverage in combination with Medicare benefits shall provide benefits to the Executive and/or her spouse as of the date hereof which are comparable to those provided to them under the Company’s group health plan) for the remainder of each of the lives of the Executive and her spouse as of the date hereof ((the payment of such cash amount and the additional coverage to be provided to the Executive’s spouse as of the date hereof, in the event he is not 65 at the end of the Subsequent Benefits Continuation Period), collectively, the “Retiree Coverage”); provided, however, that notwithstanding the foregoing, in the event the Subsequent Benefits Continuation Period as it applies to the Executive terminates on or after the Executive’s attainment of age 65, her spouse (as of the date hereof) shall continue to be provided with health care benefits under the Company’s group health plan until he attains age 65 and shall pay for such continued participation following the Subsequent Benefits Continuation Period (unless she attains age 65 prior to the Subsequent Benefits Continuation Period) at the retiree rate and, upon her attainment of age 65, the Company shall pay her a lump sum cash amount in respect of the supplemental insurance policy described above; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company through the Date of Termination, and, to the extent the Executive satisfies any “retirement” based rule of any of the foregoing that provides for more beneficial treatment to the Executive, the Executive shall be afforded such more beneficial treatment (such other amounts and benefits and such more beneficial treatment shall be hereinafter referred to as the “Other Benefits”).

Good Reason or Without Cause. Subject to If the Executive’s execution of employment is terminated by Executive for Good Reason, or by the “Waiver Company without Cause, then (1) the Executive shall resign all positions with the Company and Release” attached hereto as Exhibit A its subsidiaries and affiliates, (2) the Company shall promptly deliver to the Executive a waiver and release in form and substance satisfactory to the Company, whereby, in general, the Executive releases the Company from all claims the Executive may have against the Company (other than claims to provide the severance benefits provided for in this Agreement) (the “Waiver and Release”) no later than 30 days after the Date of Termination, if, during the Employment Period, the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good Reason: ); and (i3) the Company shall pay to the Executive the following, which includes sums of money and benefits that the Executive is not otherwise entitled to receive: (i) Regardless of whether the Executive signs and does not revoke the Waiver and Release: (A) the Company shall pay to the Executive, in a lump sum in cash or immediately available funds within 30 10 days after the Date of Termination (orTermination, if later, five days after the effective date of the Waiver and Release), the aggregate of the following amounts: A. the sum of (1) the Executive’s Annual Minimum Salary full base salary and vacation pay (for vacation not taken) accrued but unpaid through the Date of Termination to at the extent not theretofore paid, (2) any annual incentive payment earned by rate in effect at the Executive for a prior period to the extent not theretofore paid and not theretofore deferred, (3) any Annual Performance Bonus Payment earned by the Executive for a prior period to the extent not theretofore paid and not theretofore deferred,(4) any accrued and unused vacation pay and (5) any business expenses incurred by the Executive that are unreimbursed as time of the Date of Termination (the sum of the amounts described in clauses (1)-(5), shall be hereinafter referred to as the “Accrued Obligations”); B. The product of (1) the Performance Bonus Payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the Date of Termination occurs as of the Date of Termination, and the denominator of which is 365 (the “Pro-Rata Performance Bonus”); C. the amount equal to the sum of (1) three (3) times the Executive’s Annual Minimum Salary; (2) one (1) times the Performance Bonus Payment and (3) one (1) times the Incentive Payment (1-3 collectively, the “Severance Payment”); D. In the event, Executive is not fully vested in any retirement benefits with the Company from pension, profit sharing or any other qualified or non-qualified retirement plan, the difference between the amounts Executive would have been paid if he had been vested on the date her employment was terminated and the amounts paid or owed to the Executive pursuant to such retirement plans; and E. The product of (1) the Incentive Payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the Date of Termination occurs as of the Date of Termination, and the denominator of which is 365 (the “Pro-Rata Incentive Payment”). (ii) notwithstanding anything to the contrary contained in any stock incentive plan or grant or award agreement, as applicable: A. All stock options and warrants outstanding as of the Date of Termination and held by the Executive shall vest in full and become immediately exercisable for the remainder of their full term; B. All restricted stock shall no longer be restricted to the extent permitted by law. The Company will use its best efforts, at its sole cost to register such restricted stock as expeditiously as possible (A and B collectively, the "Equity Benefits"). (iii) for the remainder of the Executive’s life and the life of her spouse as of the date hereof, the Company shall provide them continued health care benefits (such continued health care benefits, the “Medical Benefits”) as follows: (A) during the first 18 months following the Date of Termination (the “Initial Benefits Continuation Period”) such health care benefits shall be provided at the Company’s sole expense consistent with the Company’s practice under the Company’s severance plan (as in effect on the Effective Date); and (B) during the 18-month period immediately following the Initial Benefits Continuation Period (but not beyond the Executive’s (or her spouse’s (as of the date hereof) )attainment of age 65) (the “Subsequent Benefits Continuation Period”), such health care benefits shall be provided under the Company’s plans, programs, practices and policies providing health care benefits in the manner required by Section 4980B of the Code or other applicable law (“COBRA Coverage”), as if the Executive’s employment with the Company had terminated as of the end of the Initial Benefits Continuation Period, and the Company shall take such actions as are necessary to cause such COBRA Coverage not to be offset by the provision of benefits under this Section 5.01(iii) and to cause the period of COBRA Coverage under the Company’s health care benefit plans to commence at the end of the Initial Benefits Continuation Period. The Executive shall be responsible for the payment of any COBRA premium during the Subsequent Benefits Continuation Period, provided that the Company shall make a lump sum payment to the Executive within ten days of the end of the Initial Benefits Continuation Period (unless the Executive has theretofore died) equal to the cost of such premiums, plus an income tax gross-up thereon so that the Executive retains an amount equal to the cost of such premiums. Within 30 days following the end of the Subsequent Benefits Period (or with respect to the Executive’s spouse, on the delayed payment date set forth in the proviso below), the Company shall pay the Executive a lump sum cash amount equal to the present value of the cost of premiums for health care coverage as a supplement to Medicare benefits under an individual policy from a third party insurer, with such insurer to be selected by the Executive (which coverage in combination with Medicare benefits shall provide benefits to the Executive and/or her spouse as of the date hereof which are comparable to those provided to them under the Company’s group health plan) for the remainder of each of the lives of the Executive and her spouse as of the date hereof ((the payment of such cash amount and the additional coverage to be provided to the Executive’s spouse as of the date hereof, in the event he is not 65 at the end of the Subsequent Benefits Continuation Period), collectively, the “Retiree Coverage”); provided, however, that notwithstanding the foregoing, in the event the Subsequent Benefits Continuation Period as it applies to the Executive terminates on or after the Executive’s attainment of age 65, her spouse (as of the date hereof) shall continue to be provided with health care benefits under the Company’s group health plan until he attains age 65 and shall pay for such continued participation following the Subsequent Benefits Continuation Period (unless she attains age 65 prior to the Subsequent Benefits Continuation Period) at the retiree rate and, upon her attainment of age 65, the Company shall pay her a lump sum cash amount in respect of the supplemental insurance policy described abovetermination; and (ivB) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts (including any bonus or non-equity incentive compensation for any completed year prior to the Date of Termination) or benefits required to be paid or provided or which the Executive is eligible to receive at such time under any plan, program, policy or practice or contract or agreement of the Company through the Date of Termination, and, to the extent the Executive satisfies any “retirement” based rule of any of the foregoing that provides for more beneficial treatment to the Executive, the Executive shall be afforded such more beneficial treatment (such other and its affiliated companies. The amounts and benefits described in sub-paragraphs (A) and such more beneficial treatment (B) shall be hereinafter referred to as the “Other BenefitsAccrued Obligations.”) (ii) Subject to the Executive’s execution of the Waiver and Release and the effectiveness thereof (including the expiration of any applicable revocation period, without the Executive’s having revoked the Waiver and Release) within 30 days after the Date of Termination (the “Release Effectiveness Date”) the Company shall pay to the Executive, in a lump sum in cash or immediately available funds on the thirtieth (30th) day after the Release Effectiveness Date, a severance payment in an amount equal to two times the Executive’s “Annual Compensation.” For purposes of this Agreement, “Annual Compensation” shall be an amount equal to the sum of (x) the Executive’s annual base salary from the Company at the rate in effect on the Date of Termination, plus (y) an amount equal to the percentage of base salary that was paid to Executive as a cash bonus in the fiscal year of the Company ended before the Date of Termination multiplied by Executive’s then current base salary.

Good Reason or Without Cause. Subject to If the Executive’s execution of employment is terminated by Executive for Good Reason, or by the “Waiver Company without Cause, then (1) the Executive shall resign all positions with the Company and Release” attached hereto as Exhibit A its subsidiaries and affiliates, (2) the Company shall promptly deliver to the Executive a waiver and release in form and substance satisfactory to the Company, whereby, in general, the Executive releases the Company from all claims the Executive may have against the Company (other than claims to provide the severance benefits provided for in this Agreement) (the “Waiver and Release”) no later than 30 days after the Date of Termination, if, during the Employment Period, the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good Reason: ); and (i3) the Company shall pay to the Executive the following, which includes sums of money and benefits that the Executive is not otherwise entitled to receive: (i) Regardless of whether the Executive signs and does not revoke the Waiver and Release: (A) the Company shall pay to the Executive, in a lump sum in cash or immediately available funds within 30 10 days after the Date of Termination (orTermination, if later, five days after the effective date of the Waiver and Release), the aggregate of the following amounts: A. the sum of (1) the Executive’s Annual Minimum Salary full base salary and vacation pay (for vacation not taken) accrued but unpaid through the Date of Termination to at the extent not theretofore paid, (2) any annual incentive payment earned by rate in effect at the Executive for a prior period to the extent not theretofore paid and not theretofore deferred, (3) any Annual Performance Bonus Payment earned by the Executive for a prior period to the extent not theretofore paid and not theretofore deferred,(4) any accrued and unused vacation pay and (5) any business expenses incurred by the Executive that are unreimbursed as time of the Date of Termination (the sum of the amounts described in clauses (1)-(5), shall be hereinafter referred to as the “Accrued Obligations”); B. The product of (1) the Performance Bonus Payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the Date of Termination occurs as of the Date of Termination, and the denominator of which is 365 (the “Pro-Rata Performance Bonus”); C. the amount equal to the sum of (1) three (3) times the Executive’s Annual Minimum Salary; (2) one (1) times the Performance Bonus Payment and (3) one (1) times the Incentive Payment (1-3 collectively, the “Severance Payment”); D. In the event, Executive is not fully vested in any retirement benefits with the Company from pension, profit sharing or any other qualified or non-qualified retirement plan, the difference between the amounts Executive would have been paid if he had been vested on the date her employment was terminated and the amounts paid or owed to the Executive pursuant to such retirement plans; and E. The product of (1) the Incentive Payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the Date of Termination occurs as of the Date of Termination, and the denominator of which is 365 (the “Pro-Rata Incentive Payment”). (ii) notwithstanding anything to the contrary contained in any stock incentive plan or grant or award agreement, as applicable: A. All stock options and warrants outstanding as of the Date of Termination and held by the Executive shall vest in full and become immediately exercisable for the remainder of their full term; B. All restricted stock shall no longer be restricted to the extent permitted by law. The Company will use its best efforts, at its sole cost to register such restricted stock as expeditiously as possible (A and B collectively, the "Equity Benefits"). (iii) for the remainder of the Executive’s life and the life of her spouse as of the date hereof, the Company shall provide them continued health care benefits (such continued health care benefits, the “Medical Benefits”) as follows: (A) during the first 18 months following the Date of Termination (the “Initial Benefits Continuation Period”) such health care benefits shall be provided at the Company’s sole expense consistent with the Company’s practice under the Company’s severance plan (as in effect on the Effective Date); and (B) during the 18-month period immediately following the Initial Benefits Continuation Period (but not beyond the Executive’s (or her spouse’s (as of the date hereof) )attainment of age 65) (the “Subsequent Benefits Continuation Period”), such health care benefits shall be provided under the Company’s plans, programs, practices and policies providing health care benefits in the manner required by Section 4980B of the Code or other applicable law (“COBRA Coverage”), as if the Executive’s employment with the Company had terminated as of the end of the Initial Benefits Continuation Period, and the Company shall take such actions as are necessary to cause such COBRA Coverage not to be offset by the provision of benefits under this Section 5.01(iii) and to cause the period of COBRA Coverage under the Company’s health care benefit plans to commence at the end of the Initial Benefits Continuation Period. The Executive shall be responsible for the payment of any COBRA premium during the Subsequent Benefits Continuation Period, provided that the Company shall make a lump sum payment to the Executive within ten days of the end of the Initial Benefits Continuation Period (unless the Executive has theretofore died) equal to the cost of such premiums, plus an income tax gross-up thereon so that the Executive retains an amount equal to the cost of such premiums. Within 30 days following the end of the Subsequent Benefits Period (or with respect to the Executive’s spouse, on the delayed payment date set forth in the proviso below), the Company shall pay the Executive a lump sum cash amount equal to the present value of the cost of premiums for health care coverage as a supplement to Medicare benefits under an individual policy from a third party insurer, with such insurer to be selected by the Executive (which coverage in combination with Medicare benefits shall provide benefits to the Executive and/or her spouse as of the date hereof which are comparable to those provided to them under the Company’s group health plan) for the remainder of each of the lives of the Executive and her spouse as of the date hereof ((the payment of such cash amount and the additional coverage to be provided to the Executive’s spouse as of the date hereof, in the event he is not 65 at the end of the Subsequent Benefits Continuation Period), collectively, the “Retiree Coverage”); provided, however, that notwithstanding the foregoing, in the event the Subsequent Benefits Continuation Period as it applies to the Executive terminates on or after the Executive’s attainment of age 65, her spouse (as of the date hereof) shall continue to be provided with health care benefits under the Company’s group health plan until he attains age 65 and shall pay for such continued participation following the Subsequent Benefits Continuation Period (unless she attains age 65 prior to the Subsequent Benefits Continuation Period) at the retiree rate and, upon her attainment of age 65, the Company shall pay her a lump sum cash amount in respect of the supplemental insurance policy described abovetermination; and (ivB) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts (including any bonus or non-equity incentive compensation for any completed year prior to the Date of Termination) or benefits required to be paid or provided or which the Executive is eligible to receive at such time under any plan, program, policy or practice or contract or agreement of the Company through the Date of Termination, and, to the extent the Executive satisfies any “retirement” based rule of any of the foregoing that provides for more beneficial treatment to the Executive, the Executive shall be afforded such more beneficial treatment (such other and its affiliated companies. The amounts and benefits described in sub-paragraphs (A) and such more beneficial treatment (B) shall be hereinafter referred to as the “Other BenefitsAccrued Obligations.”) (ii) Subject to the Executive’s execution of the Waiver and Release and the effectiveness thereof (including the expiration of any applicable revocation period, without the Executive’s having revoked the Waiver and Release) within 30 days after the Date of Termination (the “Release Effectiveness Date”) the Company shall pay to the Executive, in a lump sum in cash or immediately available funds on the thirtieth (30th) day after the Release Effectiveness Date, a severance payment in an amount equal to the Executive’s “Annual Compensation”; provided, however, that the severance payment pursuant to this Section 5(a)(ii) shall be increased to an amount equal to two times the Executive’s Annual Compensation if the Executive has “Relocated to Orlando, FL.” For purposes of this Agreement, “Annual Compensation” shall be an amount equal to the sum of (x) the Executive’s annual base salary from the Company at the rate in effect on the Date of Termination, plus (y) an amount equal to the percentage of base salary that was paid to Executive as a cash bonus in the fiscal year of the Company ended before the Date of Termination multiplied by Executive’s then current base salary. For purposes of this Agreement, “Relocated to Orlando, FL” shall mean that the Company has requested that the Executive work from its office in Orlando, Florida and no later than 60 days after such request, Executive shall work from such office other than when Executive is travelling on Company business.

Good Reason or Without Cause. Subject to the Executive’s execution of the “Waiver and Release” attached hereto as Exhibit A (the “Waiver and Release”) no later than 30 thirty (30) days after the Date of Termination, if, during the Employment PeriodTerm of this Agreement, the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good Reason: (i) the The Company shall pay to the Executive in a lump sum in cash within 30 thirty (30) days after the Date of Termination (or, if later, five (5) days after the effective date of the Waiver and Release), the aggregate of the following amounts: A. the sum of (1) the Executive’s Annual Minimum Salary through the Date of Termination to the extent not theretofore paid, (2) any annual incentive payment earned by the Executive for a prior period to the extent not theretofore paid and not theretofore deferred, (3) any Annual Performance Bonus Payment earned by the Executive for a prior period to the extent not theretofore paid and not theretofore deferred,(4deferred, (4) any accrued and unused vacation pay and (5) any business expenses incurred by the Executive that are unreimbursed as of the Date of Termination (the sum of the amounts described in clauses (1)-(5), shall be hereinafter referred to as the “Accrued Obligations”); B. The the product of (1) the Performance Bonus Payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the Date of Termination occurs as of the Date of Termination, and the denominator of which is 365 (the “Pro-Rata Performance Bonus”); C. the amount equal to the sum of (1i) three (3) times the Executive’s Annual Minimum Salary; (2ii) one (1) times the Performance Bonus Payment and (3iii) one (1) times the Incentive Payment (1i-3 iii collectively, the “Severance Payment”); D. In in the event, event Executive is not fully vested in any retirement benefits with the Company from pension, profit sharing sharing, or any other qualified or non-qualified retirement planplan(s), the difference between the amounts Executive would have been paid if he had been vested on the date her his employment was terminated and the amounts paid or owed to the Executive pursuant to such retirement plans; and; E. The the product of (1) the Incentive Payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the Date of Termination occurs as of the Date of Termination, and the denominator of which is 365 (the “Pro-Rata Incentive Payment”); and F. the present value of the amount equal to the sum of five (5) years’ Performance Bonus pay with such amount being calculated based on the Performance Bonus paid to the Employee the year prior to Termination. (ii) notwithstanding Notwithstanding anything to the contrary contained in any stock incentive plan or grant or award agreement, as applicable: A. All stock options and warrants outstanding as of the Date of Termination and held by the Executive shall vest in full and become immediately exercisable for the remainder of their full term; B. All restricted stock shall no longer be restricted to the extent permitted by law. The Company will use its best efforts, at its sole cost to register such restricted stock as expeditiously as possible (A and B collectively, the "Equity Benefits"). (iii) for For the remainder of the Executive’s life and the life of her his spouse as of the date hereof, the Company shall provide them continued health care benefits (such continued health care benefits, the “Medical Benefits”) as follows: (A) during the first 18 months following the Date of Termination (the “Initial Benefits Continuation Period”) such health care benefits shall be provided at the Company’s sole expense consistent with the Company’s practice under the Company’s severance plan (as in effect on the Effective Date); and (B) during the 18-18- month period immediately following the Initial Benefits Continuation Period (but not beyond the Executive’s (or her his spouse’s (as of the date hereof) )attainment of age 65) (the “Subsequent Benefits Continuation Period”), such health care benefits shall be provided under the Company’s plans, programs, practices and policies providing health care benefits in the manner required by Section 4980B of the Code or other applicable law (“COBRA Coverage”), as if the Executive’s employment with the Company had terminated as of the end of the Initial Benefits Continuation Period, and the Company shall take such actions as are necessary to cause such COBRA Coverage not to be offset by the provision of benefits under this Section 5.01(iii) and to cause the period of COBRA Coverage under the Company’s health care benefit plans to commence at the end of the Initial Benefits Continuation Period. The Executive shall be responsible for the payment of any COBRA premium during the Subsequent Benefits Continuation Period, provided that the Company shall make a lump sum payment to the Executive within ten days of the end of the Initial Benefits Continuation Period (unless the Executive has theretofore died) equal to the cost of such premiums, plus an income tax gross-up thereon so that the Executive retains an amount equal to the cost of such premiums. Within 30 days following the end of the Subsequent Benefits Period (or with respect to the Executive’s spouse, on the delayed payment date set forth in the proviso provision below), the Company shall pay the Executive a lump sum cash amount equal to the present value of the cost of premiums for health care coverage as a supplement to Medicare benefits under an individual policy from a third party insurer, with such insurer to be selected by the Executive (which coverage in combination with Medicare benefits shall provide benefits to the Executive and/or her his spouse as of the date hereof which are comparable to those provided to them under the Company’s group health plan) for the remainder of each of the lives of the Executive and her his spouse as of the date hereof ((the payment of such cash amount and the additional coverage to be provided to the Executive’s spouse as of the date hereof, in the event he she is not 65 at the end of the Subsequent Benefits Continuation Period), collectively, the “Retiree Coverage”); provided, however, that notwithstanding the foregoing, in the event the Subsequent Benefits Continuation Period as it applies to the Executive terminates on or after the Executive’s attainment of age 65, her his spouse (as of the date hereof) shall continue to be provided with health care benefits under the Company’s group health plan until he she attains age 65 and shall pay for such continued participation following the Subsequent Benefits Continuation Period (unless she attains age 65 prior to the Subsequent Benefits Continuation Period) at the retiree rate and, upon her attainment of age 65, the Company shall pay her a lump sum cash amount in respect of the supplemental insurance policy described above; and (iv) to To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company through the Date of Termination, and, to the extent the Executive satisfies any “retirement” based rule of any of the foregoing that provides for more beneficial treatment to the Executive, the Executive shall be afforded such more beneficial treatment (such other amounts and benefits and such more beneficial treatment shall be hereinafter referred to as the “Other Benefits”).

Good Reason or Without Cause. Subject to If the Executive’s execution of employment is terminated by Executive for Good Reason, or by the “Waiver and Release” attached hereto as Exhibit A (the “Waiver and Release”) no later than Company without Cause, within 30 days after the Date of Termination, if, during the Employment Period, the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive Executive, in cash or immediately available funds, a lump sum payment in cash within 30 days after the Date of Termination (or, if later, five days after the effective date of the Waiver and Release), equal to the aggregate of the following amounts: A. (i) the sum of (1A) the Executive’s Annual Minimum Salary annual base salary through the Date of Termination to the extent not theretofore paid, paid and (2B) any annual incentive payment earned by bonuses to which the Executive for a prior period is entitled and to the extent not theretofore paid and not theretofore deferred, (3) any Annual Performance Bonus Payment earned by the Executive for a prior period to the extent not theretofore paid and not theretofore deferred,(4) any accrued and unused vacation pay and (5) any business expenses incurred by the Executive that are unreimbursed as of the Date of Termination (the sum of the amounts described in clauses (1)-(5), shall be hereinafter referred to as the “Accrued Obligations”);; and B. The (ii) the product of (1A) the Performance Bonus Payment Executive's annual base salary immediately prior to the Effective Date and (2B) a fraction, the numerator of which is the sum of (1) the number of days that have elapsed in the fiscal year months of Executive's employment with the Company in which and (2) the Date number of Termination occurs as months of Executive's employment with the Date of TerminationCompany divided by five (rounded to the nearest whole month), and the denominator of which is 365 (the “Pro-Rata Performance Bonus”); C. the amount equal to the sum of (1) three (3) times the Executive’s Annual Minimum Salary; (2) one (1) times the Performance Bonus Payment and (3) one (1) times the Incentive Payment (1-3 collectively, the “Severance Payment”); D. In the event, Executive is not fully vested in any retirement benefits with the Company from pension, profit sharing or any other qualified or non-qualified retirement plan, the difference between the amounts Executive would have been paid if he had been vested on the date her employment was terminated and the amounts paid or owed to the Executive pursuant to such retirement plans; and E. The product of (1) the Incentive Payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the Date of Termination occurs as of the Date of Termination, and the denominator of which is 365 (the “Pro-Rata Incentive Payment”). (ii) notwithstanding anything to the contrary contained in any stock incentive plan or grant or award agreement, as applicable: A. All stock options and warrants outstanding as of the Date of Termination and held by the Executive shall vest in full and become immediately exercisable for the remainder of their full term; B. All restricted stock shall no longer be restricted to the extent permitted by law. The Company will use its best efforts, at its sole cost to register such restricted stock as expeditiously as possible (A and B collectively, the "Equity Benefits"). (iii) for the remainder of the Executive’s life and the life of her spouse as of the date hereof, the Company shall provide them continued health care benefits (such continued health care benefits, the “Medical Benefits”) as follows: (A) during the first 18 months following the Date of Termination (the “Initial Benefits Continuation Period”) such health care benefits shall be provided at the Company’s sole expense consistent with the Company’s practice under the Company’s severance plan (as in effect on the Effective Date); and (B) during the 18-month period immediately following the Initial Benefits Continuation Period (but not beyond the Executive’s (or her spouse’s (as of the date hereof) )attainment of age 65) (the “Subsequent Benefits Continuation Period”), such health care benefits shall be provided under the Company’s plans, programs, practices and policies providing health care benefits in the manner required by Section 4980B of the Code or other applicable law (“COBRA Coverage”), as if the Executive’s employment with the Company had terminated as of the end of the Initial Benefits Continuation Period, and the Company shall take such actions as are necessary to cause such COBRA Coverage not to be offset by the provision of benefits under this Section 5.01(iii) and to cause the period of COBRA Coverage under the Company’s health care benefit plans to commence at the end of the Initial Benefits Continuation Period. The Executive shall be responsible for the payment of any COBRA premium during the Subsequent Benefits Continuation Period, provided that the Company shall make a lump sum payment to the Executive within ten days of the end of the Initial Benefits Continuation Period (unless the Executive has theretofore died) equal to the cost of such premiums, plus an income tax gross-up thereon so that the Executive retains an amount equal to the cost of such premiums. Within 30 days following the end of the Subsequent Benefits Period (or with respect to the Executive’s spouse, on the delayed payment date set forth in the proviso below), the Company shall pay the Executive a lump sum cash amount equal to the present value of the cost of premiums for health care coverage as a supplement to Medicare benefits under an individual policy from a third party insurer, with such insurer to be selected by the Executive (which coverage in combination with Medicare benefits shall provide benefits to the Executive and/or her spouse as of the date hereof which are comparable to those provided to them under the Company’s group health plan) for the remainder of each of the lives of the Executive and her spouse as of the date hereof ((the payment of such cash amount and the additional coverage to be provided to the Executive’s spouse as of the date hereof, in the event he is not 65 at the end of the Subsequent Benefits Continuation Period), collectively, the “Retiree Coverage”); provided, however, that notwithstanding the foregoing, in the event the Subsequent Benefits Continuation Period as it applies to the Executive terminates on or after the Executive’s attainment of age 65, her spouse (as of the date hereof) shall continue to be provided with health care benefits under the Company’s group health plan until he attains age 65 and shall pay for such continued participation following the Subsequent Benefits Continuation Period (unless she attains age 65 prior to the Subsequent Benefits Continuation Period) at the retiree rate and, upon her attainment of age 65, the Company shall pay her a lump sum cash amount in respect of the supplemental insurance policy described above60; and (iviii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company through the Date of Termination, and, to the extent the Executive satisfies any “retirement” based rule of any of the foregoing that provides for more beneficial treatment to the Executive, the Executive shall be afforded such more beneficial treatment and its affiliated companies (such other amounts and benefits and such more beneficial treatment shall be hereinafter referred to as the “Other Benefits”). Executive also shall be fully vested in any options, stock appreciation rights, stock awards, dividend equivalent rights, and any other form of incentive stock compensation granted the Executive under the 2004 Stock Incentive Plan as of the Date of Termination, death or disability. In addition, if the Executive’s employment is terminated by Executive for Good Reason, or by the Company without Cause, the Company shall be obligated to provide continued coverage at the Company’s expense under the Company’s medical, dental, life insurance and disability policies or arrangements with respect Executive for a period of twelve months following the Date of Termination; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility provided that the costs of obtaining such medical and other welfare benefits is competitive to the costs of such benefits to the Executive immediately prior to the termination of the Executive’s employment.

Good Reason or Without Cause. Subject to the Executive’s execution of the “Waiver and Release” attached hereto as Exhibit A (the “Waiver and Release”) no later than 30 days after the Date of Termination, if, during the Employment Period, the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination (or, if later, five days after the effective date of the Waiver and Release), the aggregate of the following amounts: A. the sum of (1) the Executive’s Annual Minimum Salary through the Date of Termination to the extent not theretofore paid, (2) any annual incentive payment earned by the Executive for a prior period to the extent not theretofore paid and not theretofore deferred, (3) any Annual Performance Bonus Payment earned by the Executive for a prior period to the extent not theretofore paid and not theretofore deferred,(4) any accrued and unused vacation pay and (5) any business expenses incurred by the Executive that are unreimbursed as of the Date of Termination (the sum of the amounts described in clauses (1)-(5), shall be hereinafter referred to as the “Accrued Obligations”); B. The product of (1) the Performance Bonus Payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the Date of Termination occurs as of the Date of Termination, and the denominator of which is 365 (the “Pro-Rata Performance Bonus”); C. the amount equal to the sum of (1) three (3) times the Executive’s Annual Minimum Salary; (2) one (1) times the Performance Bonus Payment and (3) one (1) times the Incentive Payment (1-3 collectively, the “Severance Payment”); D. In the event, Executive is not fully vested in any retirement benefits with the Company from pension, profit sharing or any other qualified or non-qualified retirement plan, the difference between the amounts Executive would have been paid if he had been vested on the date her his employment was terminated and the amounts paid or owed to the Executive pursuant to such retirement plans; and E. The product of (1) the Incentive Payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the Date of Termination occurs as of the Date of Termination, and the denominator of which is 365 (the “Pro-Rata Incentive Payment”). (ii) notwithstanding anything to the contrary contained in any stock incentive plan or grant or award agreement, as applicable: A. All stock options and warrants outstanding as of the Date of Termination and held by the Executive shall vest in full and become immediately exercisable for the remainder of their full term; B. All restricted stock shall no longer be restricted to the extent permitted by law. The Company will use its best efforts, at its sole cost to register such restricted stock as expeditiously as possible (A and B collectively, the "Equity Benefits"). (iii) for the remainder of the Executive’s life and the life of her his spouse as of the date hereof, the Company shall provide them continued health care benefits (such continued health care benefits, the “Medical Benefits”) as follows: (A) during the first 18 months following the Date of Termination (the “Initial Benefits Continuation Period”) such health care benefits shall be provided at the Company’s sole expense consistent with the Company’s practice under the Company’s severance plan (as in effect on the Effective Date); and (B) during the 18-month period immediately following the Initial Benefits Continuation Period (but not beyond the Executive’s (or her his spouse’s (as of the date hereof) )attainment of age 65) (the “Subsequent Benefits Continuation Period”), such health care benefits shall be provided under the Company’s plans, programs, practices and policies providing health care benefits in the manner required by Section 4980B of the Code or other applicable law (“COBRA Coverage”), as if the Executive’s employment with the Company had terminated as of the end of the Initial Benefits Continuation Period, and the Company shall take such actions as are necessary to cause such COBRA Coverage not to be offset by the provision of benefits under this Section 5.01(iii) and to cause the period of COBRA Coverage under the Company’s health care benefit plans to commence at the end of the Initial Benefits Continuation Period. The Executive shall be responsible for the payment of any COBRA premium during the Subsequent Benefits Continuation Period, provided that the Company shall make a lump sum payment to the Executive within ten days of the end of the Initial Benefits Continuation Period (unless the Executive has theretofore died) equal to the cost of such premiums, plus an income tax gross-up thereon so that the Executive retains an amount equal to the cost of such premiums. Within 30 days following the end of the Subsequent Benefits Period (or with respect to the Executive’s spouse, on the delayed payment date set forth in the proviso below), the Company shall pay the Executive a lump sum cash amount equal to the present value of the cost of premiums for health care coverage as a supplement to Medicare benefits under an individual policy from a third party insurer, with such insurer to be selected by the Executive (which coverage in combination with Medicare benefits shall provide benefits to the Executive and/or her his spouse as of the date hereof which are comparable to those provided to them under the Company’s group health plan) for the remainder of each of the lives of the Executive and her his spouse as of the date hereof ((the payment of such cash amount and the additional coverage to be provided to the Executive’s spouse as of the date hereof, in the event he she is not 65 at the end of the Subsequent Benefits Continuation Period), collectively, the “Retiree Coverage”); provided, however, that notwithstanding the foregoing, in the event the Subsequent Benefits Continuation Period as it applies to the Executive terminates on or after the Executive’s attainment of age 65, her his spouse (as of the date hereof) shall continue to be provided with health care benefits under the Company’s group health plan until he she attains age 65 and shall pay for such continued participation following the Subsequent Benefits Continuation Period (unless she attains age 65 prior to the Subsequent Benefits Continuation Period) at the retiree rate and, upon her attainment of age 65, the Company shall pay her a lump sum cash amount in respect of the supplemental insurance policy described above; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company through the Date of Termination, and, to the extent the Executive satisfies any “retirement” based rule of any of the foregoing that provides for more beneficial treatment to the Executive, the Executive shall be afforded such more beneficial treatment (such other amounts and benefits and such more beneficial treatment shall be hereinafter referred to as the “Other Benefits”).

Good Reason or Without Cause. Subject If the Executive's employment is terminated during the Retention Period by the Company without Cause and not on account of Executive's Disability, or if the Executive's employment is terminated during the Retention Period by the Executive for Good Reason pursuant to Section 3.1(d), this Agreement shall terminate without further obligations by the Company to the Executive’s execution of Executive under this Agreement other than the “Waiver and Release” attached hereto as Exhibit A (the “Waiver and Release”) no later than 30 days after the Date of Termination, if, during the Employment Period, the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good Reasonfollowing: (i) the Company shall pay to the Executive in a lump sum in an amount equal to the aggregate cash within 30 days after compensation Executive would have received for the Date of Termination (or, if later, five days after the effective date remainder of the Waiver and Release), five-year term of employment had the aggregate amount of the following amounts: A. annual cash compensation that Executive would have received for the sum remainder of (1) the Executive’s Annual Minimum Salary through the Date of Termination such five-year term been equal to the extent not theretofore paid, (2) any annual incentive payment earned by the cash compensation Executive for a prior period to the extent not theretofore paid and not theretofore deferred, (3) any Annual Performance Bonus Payment earned by the Executive for a prior period to the extent not theretofore paid and not theretofore deferred,(4) any accrued and unused vacation pay and (5) any business expenses incurred by the Executive that are unreimbursed as of the Date of Termination (the sum of the amounts described in clauses (1)-(5), shall be hereinafter referred to as the “Accrued Obligations”); B. The product of (1) the Performance Bonus Payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the Date of Termination occurs was receiving as of the Date of Termination, and the denominator of which is 365 (the “Pro-Rata Performance Bonus”); C. the such amount equal to the sum of (1) three (3) times the Executive’s Annual Minimum Salary; (2) one (1) times the Performance Bonus Payment and (3) one (1) times the Incentive Payment (1-3 collectively, the “Severance Payment”); D. In the event, Executive is not fully vested in any retirement benefits with be paid by the Company from pension, profit sharing or any other qualified or non-qualified retirement plan, the difference between the amounts Executive would have been paid if he had been vested on the date her employment was terminated and the amounts paid or owed to the Executive pursuant to such retirement plans; and E. The product of within thirty (130) the Incentive Payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which after the Date of Termination occurs as of Termination; (ii) upon the Date of Termination, the Options and Director Options shall become fully vested, and the denominator of which is 365 (the “Pro-Rata Incentive Payment”). (ii) notwithstanding anything to the contrary contained in Executive may exercise all or any stock incentive plan or grant or award agreement, as applicable: A. All stock options and warrants outstanding as portion of the Date Options and/or Director Options for a period of Termination and held by the Executive shall vest in full and become immediately exercisable for the remainder of their full term; B. All restricted stock shall no longer be restricted to the extent permitted by law. The Company will use its best efforts, at its sole cost to register such restricted stock as expeditiously as possible (A and B collectively, the "Equity Benefits"). (iii) for the remainder of the Executive’s life and the life of her spouse as of the date hereof, the Company shall provide them continued health care benefits (such continued health care benefits, the “Medical Benefits”) as follows: (A) during the first 18 months following one year after the Date of Termination (but in no case later than the “Initial Benefits Continuation Period”) such health care benefits shall be provided at the Company’s sole expense consistent with the Company’s practice under the Company’s severance plan (as in effect on the Effective Date); and (B) during the 18-month period immediately following the Initial Benefits Continuation Period (but not beyond the Executive’s (or her spouse’s (as expiration date of the date hereof) )attainment of age 65) (the “Subsequent Benefits Continuation Period”Options and/or Director Options), such health care benefits at which time any unexercised Options and Director Options shall terminate and be provided under of no further force or effect; (iii) the Company’s plans, programs, practices and policies providing health care benefits in the manner required by Section 4980B of the Code or other applicable law (“COBRA Coverage”), as if the Executive’s employment with the Company had terminated as of the end of the Initial Benefits Continuation Period, and the Company shall take such actions as are necessary to cause such COBRA Coverage not to be offset by the provision of benefits under this Section 5.01(iii) and to cause the period of COBRA Coverage under the Company’s health care benefit plans to commence at the end of the Initial Benefits Continuation Period. The Executive shall be responsible entitled to all other compensation and benefits accrued hereunder through the Date of Termination, including, for the payment of this purpose (A) any COBRA premium during the Subsequent Benefits Continuation Period, provided that the Company shall make a lump sum payment to the Executive within ten days of the end of the Initial Benefits Continuation Period (unless the Executive has theretofore died) equal to the cost of such premiums, plus an income tax gross-up thereon so that the Executive retains an amount equal to the cost of such premiums. Within 30 days following the end of the Subsequent Benefits Period (or with respect to the Executive’s spouse, on the delayed payment date set forth in the proviso below), the Company shall pay the Executive a lump sum cash amount equal to the present value of the cost of premiums for health care coverage as a supplement to Medicare benefits under an individual policy from a third party insurer, with such insurer to be selected compensation previously deferred by the Executive (which coverage in combination together with Medicare any accrued earnings thereon) and not yet paid by the Company, (B) any other amounts or benefits shall provide benefits owing to the Executive and/or her spouse as under any of the date hereof which are comparable to those provided to them under the Company’s group health plan's incentive compensation plans, stock option plans, restricted stock plans or other similar plans, and (C) for the remainder of each of the lives of the Executive and her spouse as of the date hereof ((the payment of such cash amount and the additional coverage to be provided to the Executive’s spouse as of the date hereof, in the event he is not 65 at the end of the Subsequent Benefits Continuation Period), collectively, the “Retiree Coverage”); provided, however, that notwithstanding the foregoing, in the event the Subsequent Benefits Continuation Period as it applies any amounts or benefits owing to the Executive terminates on or after the Executive’s attainment of age 65, her spouse (as under any of the date hereof) shall continue to be provided with health care benefits under the Company’s group health plan until he attains age 65 and shall pay for such continued participation following the Subsequent Benefits Continuation Period (unless she attains age 65 prior to the Subsequent Benefits Continuation Period) at the retiree rate and, upon her attainment of age 65, the Company shall pay her a lump sum cash amount in respect of the supplemental insurance policy described above's employee benefit plans or policies; and (iv) to the extent not theretofore paid or provided, the Company shall timely continue to provide health insurance coverage for all of Executive's dependents until each dependent reaches age 18 and shall continue to pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company through the Date of Termination, and, to the extent the Executive satisfies any “retirement” based rule cost of any of the foregoing that provides premiums for more beneficial treatment to the Executive, the Executive shall be afforded such more beneficial treatment (such other amounts and benefits and such more beneficial treatment shall be hereinafter referred to as the “Other Benefits”)health insurance.

Good Reason or Without Cause. Subject to the Executive’s execution of the “Waiver and Release” attached hereto as Exhibit A (the “Waiver and Release”) no later than 30 days after the Date of Termination, ifIf, during the Employment PeriodTerm, the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good Reason, or the Company shall terminate his employment without Cause: (i) the Company shall pay to or for the Executive in a lump sum in cash within 30 days after Executive, on the Date of Termination (orsame dates he would have received the same if employment was not so terminated, if later, five days after the effective date of the Waiver and Release), the aggregate of the following amounts: A. the sum of amounts equal to : (1) the Executive’s Annual Minimum Base Salary through for a one year period from the Date date of Termination to the extent not theretofore paid, termination; and (2) any annual incentive payment bonus earned during prior fiscal years but not yet paid to Executive and bonus payments for each year until the original Expiration Date or the Extended Period (if this Agreement was extended pursuant to Section 1 hereto); (3) all benefits set forth in Section 4, inclusive of, but not limited to Pension Benefits, Welfare Benefits and Other Benefits; (4) all compensation set forth in Section 5 and (5) any compensation previously deferred by the Executive for a prior period (together with any accrued interest or earnings thereon), in each case to the extent not theretofore paid and not theretofore deferred, (3) any Annual Performance Bonus Payment earned by the Executive for a prior period to the extent not theretofore paid and not theretofore deferred,(4) any accrued and unused vacation pay and (5) any business expenses incurred by the Executive that are unreimbursed as of the Date of Termination (the sum of the amounts and benefits described in clauses (1)-(5l), (2), (3) (4) and (5) shall be hereinafter referred to as the “Accrued Obligations”); B. The product of (1) the Performance Bonus Payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the Date of Termination occurs as of the Date of Termination, and the denominator of which is 365 (the “Pro-Rata Performance Bonus”); C. the amount equal to the sum of (1) three (3) times the Executive’s Annual Minimum Salary; (2) one (1) times the Performance Bonus Payment and (3) one (1) times the Incentive Payment (1-3 collectively, the “Severance Payment”); D. In the event, Executive is not fully vested in any retirement benefits with the Company from pension, profit sharing or any other qualified or non-qualified retirement plan, the difference between the amounts Executive would have been paid if he had been vested on the date her employment was terminated and the amounts paid or owed to the Executive pursuant to such retirement plans; and E. The product of (1) the Incentive Payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the Date of Termination occurs as of the Date of Termination, and the denominator of which is 365 (the “Pro-Rata Incentive Payment”). (ii) notwithstanding anything to the contrary contained in any stock incentive plan or grant or award agreement, as applicable: A. All stock options and warrants outstanding as of the Date of Termination and held by the Executive shall vest in full and become immediately exercisable for the remainder of their full term; B. All restricted stock shall no longer be restricted to the extent permitted by law. The Company will use its best efforts, at its sole cost to register such restricted stock as expeditiously as possible (A and B collectively, the "Equity Benefits"). (iii) for the remainder of the Executive’s life and the life of her spouse as of the date hereof, the Company shall provide them continued health care benefits (such continued health care benefits, the “Medical Benefits”) as follows: (A) during the first 18 months following the Date of Termination (the “Initial Benefits Continuation Period”) such health care benefits shall be provided at the Company’s sole expense consistent with the Company’s practice under the Company’s severance plan (as in effect on the Effective Date); and (B) during the 18-month period immediately following the Initial Benefits Continuation Period (but not beyond the Executive’s (or her spouse’s (as of the date hereof) )attainment of age 65) (the “Subsequent Benefits Continuation Period”), such health care benefits shall be provided under the Company’s plans, programs, practices and policies providing health care benefits in the manner required by Section 4980B of the Code or other applicable law (“COBRA Coverage”), as if the Executive’s employment with the Company had terminated as of the end of the Initial Benefits Continuation Period, and the Company shall take such actions as are necessary to cause such COBRA Coverage not to be offset by the provision of benefits under this Section 5.01(iii) and to cause the period of COBRA Coverage under the Company’s health care benefit plans to commence at the end of the Initial Benefits Continuation Period. The Executive shall be responsible for the payment of any COBRA premium during the Subsequent Benefits Continuation Period, provided that the Company shall make a lump sum payment to the Executive within ten days of the end of the Initial Benefits Continuation Period (unless the Executive has theretofore died) equal to the cost of such premiums, plus an income tax gross-up thereon so that the Executive retains an amount equal to the cost of such premiums. Within 30 days following the end of the Subsequent Benefits Period (or with respect to the Executive’s spouse, on the delayed payment date set forth in the proviso below), the Company shall pay the Executive a lump sum cash amount equal to the present value of the cost of premiums for health care coverage as a supplement to Medicare benefits under an individual policy from a third party insurer, with such insurer to be selected by the Executive (which coverage in combination with Medicare benefits shall provide benefits to the Executive and/or her spouse as of the date hereof which are comparable to those provided to them under the Company’s group health plan) for the remainder of each of the lives of the Executive and her spouse as of the date hereof ((the payment of such cash amount and the additional coverage to be provided to the Executive’s spouse as of the date hereof, in the event he is not 65 at the end of the Subsequent Benefits Continuation Period), collectively, the “Retiree Coverage”); provided, however, that notwithstanding the foregoing, in the event the Subsequent Benefits Continuation Period as it applies to the Executive terminates on or after the Executive’s attainment of age 65, her spouse (as of the date hereof) shall continue to be provided with health care benefits under the Company’s group health plan until he attains age 65 and shall pay for such continued participation following the Subsequent Benefits Continuation Period (unless she attains age 65 prior to the Subsequent Benefits Continuation Period) at the retiree rate and, upon her attainment of age 65, the Company shall pay her a lump sum cash amount in respect of the supplemental insurance policy described above; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company through the Date of Termination(such, and, to the extent the Executive satisfies any “retirement” based rule of any of the foregoing that provides for more beneficial treatment to the Executive, the Executive shall be afforded such more beneficial treatment (such other amounts and benefits and such more beneficial treatment shall be hereinafter referred to as the “Other Benefits”); (iii) to the extent not already vested, Executive shall have ninety (90) days from the Date of Termination to exercise all outstanding rights for stock, warrants, or other equity ownership interests in the Company and Blue Earth which have then vested; provided, that if (a) the Executive does not timely exercise, and (b) the fair market value of the underlying stock is greater than the exercise price, then such option shall be deemed to have automatically been exercised (on a cashless basis) on the nintieth (90th) day following the Date of Termination.

Good Reason or Without Cause. Subject to the Executive’s execution of the “Waiver and Release” attached hereto as Exhibit A (the “Waiver and Release”) no later than 30 thirty (30) days after the Date of Termination, if, during the Employment PeriodTerm of this Agreement, the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good Reason: (i) the The Company shall pay to the Executive in a lump sum in cash within 30 thirty (30) days after the Date of Termination (or, if later, five (5) days after the effective date of the Waiver and Release), the aggregate of the following amounts: A. the sum of (1) the Executive’s Annual Minimum Salary through the Date of Termination to the extent not theretofore paid, (2) any annual incentive payment earned by the Executive for a prior period to the extent not theretofore paid and not theretofore deferred, (3) any Annual Performance Bonus Payment earned by the Executive for a prior period to the extent not theretofore paid and not theretofore deferred,(4deferred, (4) any accrued and unused vacation pay and (5) any business expenses incurred by the Executive that are unreimbursed as of the Date of Termination (the sum of the amounts described in clauses (1)-(5), shall be hereinafter referred to as the “Accrued Obligations”); B. The the product of (1) the Performance Bonus Payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the Date of Termination occurs as of the Date of Termination, and the denominator of which is 365 (the “Pro-Rata Performance Bonus”); C. the amount equal to the sum of (1i) three (3) times the Executive’s Annual Minimum Salary; (2ii) one (1) times the Performance Bonus Payment and (3iii) one (1) times the Incentive Payment (1i-3 iii collectively, the “Severance Payment”); D. In in the event, event Executive is not fully vested in any retirement benefits with the Company from pension, profit sharing sharing, or any other qualified or non-qualified retirement planplan(s), the difference between the amounts Executive would have been paid if he had been vested on the date her his employment was terminated and the amounts paid or owed to the Executive pursuant to such retirement plans; and; E. The the product of (1) the Incentive Payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the Date of Termination occurs as of the Date of Termination, and the denominator of which is 365 (the “Pro-Rata Incentive Payment”); and F. the present value of the amount equal to the sum of five (5) years’ Performance Bonus pay with such amount being calculated based on the Performance Bonus paid to the Employee the year prior to Termination. (ii) notwithstanding Notwithstanding anything to the contrary contained in any stock incentive plan or grant or award agreement, as applicable: A. All stock options and warrants outstanding as of the Date of Termination and held by the Executive shall vest in full and become immediately exercisable for the remainder of their full term; B. All restricted stock shall no longer be restricted to the extent permitted by law. The Company will use its best efforts, at its sole cost to register such restricted stock as expeditiously as possible (A and B collectively, the "“Equity Benefits"”). (iii) for the remainder of the Executive’s life and the life of her spouse as of the date hereof, the Company shall provide them continued health care benefits (such continued health care benefits, the “Medical Benefits”) as follows: (A) during the first 18 months following the Date of Termination (the “Initial Benefits Continuation Period”) such health care benefits shall be provided at the Company’s sole expense consistent with the Company’s practice under the Company’s severance plan (as in effect on the Effective Date); and (B) during the 18-month period immediately following the Initial Benefits Continuation Period (but not beyond the Executive’s (or her spouse’s (as of the date hereof) )attainment of age 65) (the “Subsequent Benefits Continuation Period”), such health care benefits shall be provided under the Company’s plans, programs, practices and policies providing health care benefits in the manner required by Section 4980B of the Code or other applicable law (“COBRA Coverage”), as if the Executive’s employment with the Company had terminated as of the end of the Initial Benefits Continuation Period, and the Company shall take such actions as are necessary to cause such COBRA Coverage not to be offset by the provision of benefits under this Section 5.01(iii) and to cause the period of COBRA Coverage under the Company’s health care benefit plans to commence at the end of the Initial Benefits Continuation Period. The Executive shall be responsible for the payment of any COBRA premium during the Subsequent Benefits Continuation Period, provided that the Company shall make a lump sum payment to the Executive within ten days of the end of the Initial Benefits Continuation Period (unless the Executive has theretofore died) equal to the cost of such premiums, plus an income tax gross-up thereon so that the Executive retains an amount equal to the cost of such premiums. Within 30 days following the end of the Subsequent Benefits Period (or with respect to the Executive’s spouse, on the delayed payment date set forth in the proviso below), the Company shall pay the Executive a lump sum cash amount equal to the present value of the cost of premiums for health care coverage as a supplement to Medicare benefits under an individual policy from a third party insurer, with such insurer to be selected by the Executive (which coverage in combination with Medicare benefits shall provide benefits to the Executive and/or her spouse as of the date hereof which are comparable to those provided to them under the Company’s group health plan) for the remainder of each of the lives of the Executive and her spouse as of the date hereof ((the payment of such cash amount and the additional coverage to be provided to the Executive’s spouse as of the date hereof, in the event he is not 65 at the end of the Subsequent Benefits Continuation Period), collectively, the “Retiree Coverage”); provided, however, that notwithstanding the foregoing, in the event the Subsequent Benefits Continuation Period as it applies to the Executive terminates on or after the Executive’s attainment of age 65, her spouse (as of the date hereof) shall continue to be provided with health care benefits under the Company’s group health plan until he attains age 65 and shall pay for such continued participation following the Subsequent Benefits Continuation Period (unless she attains age 65 prior to the Subsequent Benefits Continuation Period) at the retiree rate and, upon her attainment of age 65, the Company shall pay her a lump sum cash amount in respect of the supplemental insurance policy described above; and (iv) to To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company through the Date of Termination, and, to the extent the Executive satisfies any “retirement” based rule of any of the foregoing that provides for more beneficial treatment to the Executive, the Executive shall be afforded such more beneficial treatment (such other amounts and benefits and such more beneficial treatment shall be hereinafter referred to as the “Other Benefits”).