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

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause, or the employment of the Executive shall be terminated by the Executive for Good Reason, the Company shall pay to the Executive a sum equal to (i) the amount of the remaining salary payments that the Executive would have earned if he continued his employment with the Company during the remaining unexpired term of this Agreement at the Executive's Base Salary at the Date of Termination; (ii) the average of the amount of bonus and any other compensation paid to the Executive during the term of this Agreement times the remaining number of years of this Agreement and any fraction thereof; and (iii) an amount equal to the average of the annual contributions that were made on the Executive's behalf to any employee benefit plans of the Company during the term of this Agreement times the remaining number of years of this Agreement and any fraction thereof. At the election of the Executive, which election is to be made within thirty (30) days of the Date of Termination, such payments shall be made in a lump sum or paid monthly during the remaining term of this Agreement following the Executive's termination. In the event that no election is made, payment to the Executive will be made on a monthly basis during the remaining term of this Agreement. Such payments shall not be reduced in the event the Executive obtains other employment following termination of employment. The Company will continue life, medical, dental and disability coverage substantially identical to the coverage maintained by the Company for the Executive prior to his termination, except to the extent such coverage may be changed in its application to all Company employees on a nondiscriminatory basis. Such coverage shall cease upon the expiration of the remaining term of this Agreement. The Executive will be entitled to receive benefits due him under or contributed by the Company on his behalf pursuant to any retirement, incentive, profit sharing, bonus, performance, disability or other employee benefit plan maintained by the Company on the Executive's behalf to the extent such benefits are not otherwise paid to the Executive under a separate provision of this Agreement.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause, or the employment of the Executive shall be terminated by the Executive for Good Reason, the Company shall pay to the Executive a sum equal to (i) the amount of the remaining salary payments that the Executive would have earned if he continued his employment with the Company during the remaining unexpired term of this Agreement at the Executive's Base Salary at the Date of Termination; (ii) an amount equal to the average product of the highest annual amount of bonus and any other compensation paid to the Executive during the term of this Agreement times multiplied by the remaining number of years of this Agreement and any fraction thereof; and (iii) an amount equal to the average product of the highest annual amount of contributions that were made on the Executive's behalf to any employee benefit plans of the Company during the term of this Agreement times the remaining number of years of this Agreement and any fraction thereof. At the election of the Executive, which election is to be made within thirty (30) days of the Date of Termination, such payments shall be made in a lump sum or paid monthly during the remaining term of this Agreement following the Executive's termination. In the event that no election is made, payment to the Executive will be made on a monthly basis during the remaining term of this Agreement. Such payments shall not be reduced in the event the Executive obtains other employment following termination of employment. The Company will continue life, medical, dental and disability coverage substantially identical to the coverage maintained by the Company for the Executive prior to his termination, except to the extent such coverage may be changed in its application to all Company employees on a nondiscriminatory basis. Such coverage shall cease upon the expiration of the remaining term of this Agreement. The Executive will be entitled to receive benefits due him under or contributed by the Company on his behalf pursuant to any retirement, incentive, profit sharing, bonus, performance, disability or other employee benefit plan maintained by the Company on the Executive's behalf to the extent such benefits are not otherwise paid to the Executive under a separate provision of this Agreement.

Good Reason; Other Than for Cause. If, during the Employment PeriodTerm, the Company shall terminate the Executive's ’s employment other than for CauseCause (but not for Disability), or the employment of the Executive shall be terminated by the Executive terminate his employment for Good Reason: (1) in satisfaction of the annual bonus Executive would otherwise be eligible to receive under the short-term incentive plan in respect of the calendar year in which the Date of Termination occurs, the Company shall pay to the Executive a sum an amount equal to the product of (i) the amount annual bonus, if any, to which the Executive would have been entitled for the year in which the Date of Termination occurs had Executive’s employment with the Company not been terminated, as determined in accordance with the terms and conditions of the remaining salary payments applicable short-term incentive plan of the Company as provided in Section 4(b) hereof, and (ii) a fraction, the numerator of which is the number of days in the period beginning on the first day of the calendar year in which the Date of Termination occurs and ending on the Date of Termination and the denominator of which is 365. Such amount shall be paid on the date when such amounts would otherwise have been payable to the Executive if Executive’s employment with the Company had not terminated as determined in accordance with the terms and conditions of the applicable short-term incentive plan of the Company. (2) Within 14 days following Executive’s Date of Termination, the Company shall pay to Executive a cash severance payment in an amount equal to three times the sum of the Executive’s Base Salary and Target Bonus as of the Date of Termination. (3) For a period of three years following the Date of Termination (the “Benefit Continuation Period”), the Executive shall be treated as if he had continued to be an executive for all purposes under the Company’s health insurance plan and dental insurance plan; or if the Executive is prohibited from participating in such plans, the Company shall otherwise provide such benefits. Executive shall be responsible for any employee contributions for such insurance coverage. Following the Benefit Continuation Period, the Executive shall be entitled to receive continuation coverage under Part 6 of Title I of ERISA (“COBRA Benefits”) by treating the end of this period as the applicable qualifying event (i.e., as a termination employment) for purposes of ERISA Section 603(2)) and with the concurrent loss of coverage occurring on the same date, to the extent allowed by applicable law. (4) For the Benefit Continuation Period, Company shall maintain in force, at its expense, the Executive’s life insurance in effect under the Company’s life insurance benefit plan as of the Date of Termination. Executive shall be responsible for any employee contributions for such insurance coverage. For purposes of clarification, the portion of the premiums in respect of such voluntary life insurance for which Executive and Company are responsible, respectively, shall be the same as the portion for which Company and Executive are responsible, respectively, immediately prior to the Date of Termination. (5) For the Benefit Continuation Period, the Company shall provide short-term and long-term disability insurance benefits to Executive equivalent to the coverage that the Executive would have earned had if he continued his employment with had remained employed under the Company during the remaining unexpired term of this Agreement at the Executive's Base Salary at disability insurance plans applicable to Executive on the Date of Termination; (ii) . Executive shall be responsible for any employee contributions for such insurance coverage. Should Executive become disabled during such period, Executive shall be entitled to receive such benefits, and for such duration, as the average applicable plan provides. For purposes of clarification, the portion of the amount premiums in respect of bonus such short-term and long-term disability benefits for which Executive and Company are responsible, respectively, shall be the same as the portion for which Executive and Company are responsible, respectively, immediately prior to the Date of Termination. (6) Within fifteen (15) days after the Date of Termination, the Company shall pay to Executive a cash payment in an amount, if any, necessary to compensate Executive for the Executive’s unvested interests under the Company’s retirement savings plan which are forfeited by Executive in connection with the termination of Executive’s employment. (7) The Company may adopt such amendments to its executive benefit plans, if any, as are necessary to effectuate the provisions of this Agreement. (8) Any outstanding unvested stock options, stock performance units or similar equity awards (other than restricted stock awards) held by Executive on the Date of Termination shall continue to vest in accordance with their original terms (including any related performance measures) for the duration of the Benefit Continuation Period as if Executive had remained an employee of the Company through the end of such period and any such stock option, stock performance unit or other compensation paid equity award (other than restricted stock awards) that has not vested as of the conclusion of such period shall be immediately cancelled and forfeited as of such date. In addition, Executive shall have the right to the continue to exercise any outstanding vested stock options held by Executive during the term Benefit Continuation Period; provided that in no event shall Executive be entitled to exercise any such option beyond the original expiration date of this Agreement times the remaining number of years of this Agreement and any fraction thereof; and (iii) an amount equal to the average such option. Any outstanding restricted stock award held by Executive as of the annual contributions Date of Termination that were made on would have vested during the Executive's behalf to any Benefit Continuation Period had Executive remained an employee benefit plans of the Company during through the term end of this Agreement times such period shall be immediately vested as of the remaining number Date of years of this Agreement Termination and any fraction thereof. At the election restricted stock award that would not have vested as of the conclusion of such period shall be immediately cancelled and forfeited as of such date. (9) Following the Executive’s Date of Termination, the Executive shall receive the computer which election Executive is to be made within thirty (30) days utilizing as of the Date of Termination, such payments shall be made in a lump sum or paid monthly during the remaining term of this Agreement following the Executive's termination. In the event that no election is madeaddition, payment to the Executive will be made on a monthly basis during the remaining term of this Agreement. Such payments shall not be reduced in the event the Executive obtains other employment following termination of employment. The Company will continue life, medical, dental and disability coverage substantially identical to the coverage maintained by the Company for the Executive prior to his termination, except to the extent such coverage may be changed in its application to all Company employees on a nondiscriminatory basis. Such coverage shall cease upon the expiration of the remaining term of this Agreement. The Executive will be entitled to receive benefits due him under or contributed by the furniture in Executive’s office suite as of the Date of Termination. In addition, until the end of the second taxable year following the year in which the Date of Termination occurs, the Company on his behalf shall provide Executive with an office suite and administrative assistant, each substantially comparable to the office suite and administrative assistant that were furnished to Executive as of the Date of Termination. (10) Notwithstanding anything in this Agreement to the contrary, in no event shall the provision of in-kind benefits pursuant to this Section 7 during any retirement, incentive, profit sharing, bonus, performance, disability or other employee benefit plan maintained by taxable year of Executive affect the Company on the Executive's behalf to the extent such benefits are not otherwise paid to the Executive under a separate provision of in-kind benefits pursuant to this AgreementSection 7 in any other taxable year of Executive.

Good Reason; Other Than for Cause. If, during the Employment PeriodTerm, the Company shall terminate the Executive's ’s employment other than for CauseCause (but not for Disability), or the employment of the Executive shall be terminated by the Executive terminate his employment for Good Reason: (1) in satisfaction of the annual bonus Executive would otherwise be eligible to receive under the short-term incentive plan in respect of the calendar year in which the Date of Termination occurs, the Company shall pay to the Executive a sum an amount equal to the product of (i) the amount annual bonus, if any, to which the Executive would have been entitled for the year in which the Date of Termination occurs had Executive’s employment with the Company not been terminated, as determined in accordance with the terms and conditions of the remaining salary payments applicable short-term incentive plan of the Company as provided in Section 4(b) hereof, and (ii) a fraction, the numerator of which is the number of days in the period beginning on the first day of the calendar year in which the Date of Termination occurs and ending on the Date of Termination and the denominator of which is 365. Such amount shall be paid on the date when such amounts would otherwise have been payable to the Executive if Executive’s employment with the Company had not terminated as determined in accordance with the terms and conditions of the applicable short-term incentive plan of the Company. (2) Within 14 days following Executive’s Date of Termination, the Company shall pay to Executive a cash severance payment in an amount equal to 1.5 times the sum of the Executive’s Base Salary and Target Bonus as of the Date of Termination. (3) For a period of 18 months following the Date of Termination (the “Benefit Continuation Period”), the Executive shall be treated as if he had continued to be an Executive for all purposes under the Company’s health insurance plan and dental insurance plan; or if the Executive is prohibited from participating in such plans, the Company shall otherwise provide such benefits. Executive shall be responsible for any employee contributions for such insurance coverage. Following the Benefit Continuation Period, the Executive shall be entitled to receive continuation coverage under Part 6 of Title I or ERISA (“COBRA Benefits”) by treating the end of this period as the applicable qualifying event (i.e., as a termination of employment) for purposes of ERISA Section 603(2)) and with the concurrent loss of coverage occurring on the same date, to the extent allowed by applicable law. (4) For the Benefit Continuation Period, Company shall maintain in force, at its expense, the Executive’s life insurance in effect under the Company’s voluntary life insurance benefit plan as of the Date of Termination. Executive shall be responsible for any employee contributions for such insurance coverage. For purposes of clarification, the portion of the premiums in respect of such voluntary life insurance for which Executive and Company are responsible, respectively, shall be the same as the portion for which Company and Executive are responsible, respectively, immediately prior to the Date of Termination. (5) For the Benefit Continuation Period, the Company shall provide short-term and long-term disability insurance benefits to Executive equivalent to the coverage that the Executive would have earned had if he continued his employment with had remained employed under the Company during the remaining unexpired term of this Agreement at the Executive's Base Salary at disability insurance plans applicable to Executive on the Date of Termination; (ii) . Executive shall be responsible for any employee contributions for such insurance coverage. Should Executive become disabled during such period, Executive shall be entitled to receive such benefits, and for such duration, as the average applicable plan provides. For purposes of clarification, the portion of the amount premiums in respect of bonus such short-term and long-term disability benefits for which Executive and Company are responsible, respectively shall be the same as the portion for which Executive and Company are responsible, respectively, immediately prior to the Date of Termination. (6) Within fifteen (15) days after the Date of Termination, the Company shall pay to Executive a cash payment in an amount, if any, necessary to compensate Executive for the Executive’s unvested interests under the Company’s retirement savings plan which are forfeited by Executive in connection with the termination of Executive’s employment. (7) Company may adopt such amendments to its executive benefit plans, if any, as are necessary to effectuate the provisions of this Agreement. (8) Any outstanding unvested stock options, stock performance units or similar equity awards (other than restricted stock awards) held by Executive on the Date of Termination shall continue to vest in accordance with their original terms (including any related performance measures) for the duration of the Benefit Continuation Period as if Executive had remained an employee of the Company through the end of such period and any such stock option, stock performance unit or other compensation paid equity award (other than restricted stock awards) that has not vested as of the conclusion of such period shall be immediately cancelled and forfeited as of such date. In addition, Executive shall have the right to the continue to exercise any outstanding vested stock options held by Executive during the term Benefit Continuation Period; provided that in no event shall Executive be entitled to exercise any such option beyond the original expiration date of this Agreement times the remaining number of years of this Agreement and any fraction thereof; and (iii) an amount equal to the average such option. Any outstanding restricted stock award held by Executive as of the annual contributions Date of Termination that were made on would have vested during the Executive's behalf to any Benefit Continuation Period had Executive remained an employee benefit plans of the Company during through the term end of this Agreement times such period shall be immediately vested as of the remaining number Date of years of this Agreement Termination and any fraction thereof. At the election restricted stock award that would not have vested as of the conclusion of such period shall be immediately cancelled and forfeited as of such date. (9) Following the Executive’s Date of Termination, the Executive shall receive the computer which election Executive is to be made within thirty (30) days utilizing as of the Date of Termination, such payments shall be made . (10) Notwithstanding anything in a lump sum or paid monthly during the remaining term of this Agreement following the Executive's termination. In the event that no election is made, payment to the Executive will be made on a monthly basis during contrary, in no event shall the remaining term provision of this Agreement. Such payments shall not be reduced in the event the Executive obtains other employment following termination of employment. The Company will continue life, medical, dental and disability coverage substantially identical to the coverage maintained by the Company for the Executive prior to his termination, except to the extent such coverage may be changed in its application to all Company employees on a nondiscriminatory basis. Such coverage shall cease upon the expiration of the remaining term of this Agreement. The Executive will be entitled to receive in-kind benefits due him under or contributed by the Company on his behalf pursuant to this Section 7 during any retirement, incentive, profit sharing, bonus, performance, disability or other employee benefit plan maintained by taxable year of Executive affect the Company on the Executive's behalf to the extent such benefits are not otherwise paid to the Executive under a separate provision of in-kind benefits pursuant to this AgreementSection 7 in any other taxable year of Executive.

Good Reason; Other Than for Cause. If, during the Employment PeriodTerm, the Company shall terminate the Executive's employment other than for Cause, Cause or the employment of the Executive shall be terminated by the Executive terminate employment for Good Reason, the Company shall pay to the Executive a sum equal to : (i) the amount of the remaining salary payments that the The Executive would have earned if he continued shall (a) continue to receive his employment with the Company during the remaining unexpired term of this Agreement at the Executive's Annual Base Salary at for the Date balance of Termination; (ii) the average of the amount of bonus and any other compensation paid to the Executive during the term of this Agreement times (the remaining number of years of this Agreement and any fraction thereof; "Continuation Period") and (iiib) an amount equal to the average of the annual contributions that were made on the Executive's behalf to any employee benefit plans of the Company during the term of this Agreement times the remaining number of years of this Agreement and any fraction thereof. At the election of the Executivereceive a payment, which election is to be made within thirty (30) no later than 30 days of following the Date of Termination, such payments shall be made equal to any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in a lump sum or paid monthly each case to the extent not theretofore paid. Further, during the remaining term of this Agreement following Continuation Period the Company shall continue to provide the Executive with medical and life insurance benefits at the level such benefits would have been provided to him had his employment not been terminated, subject to the Executive's terminationmaking any required contributions to the cost thereof at a rate no less favorable than that applicable to active employees of the Company. If within the Continuation Period the Executive obtains other employment, (i) the Company's obligation to pay the Executive's salary will be reduced by 100% of the new compensation earned over the balance of that period, and (ii) the Company's obligation to provide the Executive with medical and life insurance benefits shall be suspended during the period that the Executive is eligible to obtain such benefits from his new employer. Nothing in this paragraph 5 shall be deemed a waiver by Executive of any rights he has or may have under COBRA or ERISA. The Executive agrees to promptly report to the Company any such other employment and the compensation earned by him thereunder during the Continuation Period. In the event that no election is made, payment to the Executive will be made on a monthly basis during the remaining term of this Agreement. Such payments shall not be reduced in the event the Executive obtains other employment following termination of employment. The Company will continue life, medical, dental and disability coverage substantially identical to the coverage maintained by the Company for the Executive prior to his termination, except to the extent such coverage may be changed in its application to all Company employees on a nondiscriminatory basis. Such coverage shall cease upon the expiration of the remaining term of this Agreement. The Executive will be entitled to receive benefits due him under or contributed by the Company on his behalf pursuant to any retirement, incentive, profit sharing, bonus, performance, disability or other employee benefit plan maintained by the Company on the Executive's behalf death, the Company shall continue to pay his estate his salary at the extent such benefits are not otherwise paid to time of death, through the Executive under a separate provision anniversary of this Agreement.the Effective Date next following the date of death;

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause, or the employment of the Executive shall be terminated by the Executive for Good Reason, the Company shall pay to the Executive a sum equal to (i) the amount of the remaining salary Base Salary payments that the Executive would have earned if he continued his employment with the Company during the remaining unexpired term of this Agreement at the Executive's Base Salary at the Date of Termination; (ii) an amount equal to the average product of the highest annual amount of bonus and any other compensation paid to the Executive during the term of this Agreement times multiplied by the remaining number of years of this Agreement and any fraction thereof; and (iii) an amount equal to the average product of the highest annual amount of contributions that were made on the Executive's behalf to any employee benefit plans of the Company during the term of this Agreement times the remaining number of years of this Agreement and any fraction thereof. At the election of the Executive, which election is to be made within thirty (30) days of the Date of Termination, such payments shall be made in a lump sum or paid monthly during the remaining term of this Agreement following the Executive's termination. In the event that no election is made, payment to the Executive will be made on a monthly basis during the remaining term of this Agreement. Such payments shall not be reduced in the event the Executive obtains other employment following termination of employment. The Company will continue life, medical, dental and disability coverage substantially identical to the coverage maintained by the Company for the Executive prior to his termination, except to the extent such coverage may be changed in its application to all Company employees on a nondiscriminatory basis. Such coverage shall cease upon the expiration of the remaining term of this Agreement. The Executive will be entitled to receive benefits due him under or contributed by the Company on his behalf pursuant to any retirement, incentive, profit sharing, bonus, performance, disability or other employee benefit plan maintained by the Company on the Executive's behalf to the extent such benefits are not otherwise paid to the Executive under a separate provision of this Agreement.