Common use of Good Reason, Without Cause or Employment-Related Death or Disability Clause in Contracts

Good Reason, Without Cause or Employment-Related Death or Disability. If the Executive’s employment is terminated by Executive for Good Reason, by the Company without Cause, or as a result of Executive’s Employment-Related Death or Disability, then within 30 days after the Date of Termination, the Company shall pay to Executive a lump sum payment in cash equal to the aggregate of the following amounts under (A) and (B) and provide the other benefits provided below: (A) Executive’s Base Salary through the Date of Termination, to the extent not previously paid, reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement under Section 5 above and payment of accrued, but unused vacation time as of the Date of Termination (“Accrued Obligations”). (B) an amount equal to the Executive’s monthly Base Salary as of the day prior to the Date of Termination multiplied by eighteen (18). (C) the portion of the Bonus for the fiscal year of the Company (ending on April 30) during which Executive was employed that includes the Date of Termination, that portion to equal the product (that product, the “Pro-Rata Bonus”) of the Bonus that would have been payable to Executive for that fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company achieves the performance goals for that year, multiplied by a fraction, the numerator of which is equal to the number of days in the fiscal year that precedes the date of termination and the denominator of which is equal to 365, payable in cash at the time otherwise provided under the terms of the Bonus program. (D) to the extent any incentive stock awards, such as stock options, stock appreciation rights, restricted stock, dividend equivalent rights, or any other form of incentive stock compensation granted Executive shall have not vested, they shall immediately become fully (100%) vested and exercisable and shall be paid in accordance with their terms. (E) continued coverage at the Company’s expense under the Company’s medical, dental, life insurance and disability policies or arrangements with respect to Executive and any of his dependents who were covered under those Company plans on the day prior to the Date of Termination for a period of eighteen (18) months following the Date of Termination; provided, however, that if Executive becomes reemployed with another employer and is eligible to receive comparable 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 the applicable period of eligibility provided that the costs of obtaining those medical and other welfare benefits is less than the cost of those benefits to Executive immediately prior to the Date of Termination, and provided further that continued participation shall not be allowed if the Company determines that the payment would be considered discriminatory under applicable law. (F) to the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and/or the Company’s Affiliates.

Good Reason, Without Cause or Employment-Related Death or Disability. If the Executive’s employment is terminated by Executive for Good Reason, by the Company without Cause, or as a result of Executive’s Employment-Related Death or Disability, then within 30 days after the Date of Termination, the Company shall pay to Executive a lump sum payment in cash equal to the aggregate of the following amounts under (A) and (B) and provide the other benefits provided below: (A) Executive’s Base Salary through the Date of Termination, to the extent not previously paid, reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement under Section 5 above and payment of accrued, but unused vacation time as of the Date of Termination (“Accrued Obligations”). (B) an amount equal to the Executive’s monthly Base Salary as of the day prior to the Date of Termination multiplied by (i) twenty-four (24) if the Date of Termination is on or prior to February 7, 2014, (ii) twelve (12) if the Date of Termination is after February 7, 2014 but on or prior to February 7, 2016, or (iii) eighteen (18)) if the Date of Termination is after February 7, 2016. (C) the portion of the Bonus for the fiscal year of the Company (ending on April 30) during which Executive was employed that includes the Date of Termination, that portion to equal the product (that product, the “Pro-Rata Bonus”) of the Bonus that would have been payable to Executive for that fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company achieves the performance goals for that year, multiplied by a fraction, the numerator of which is equal to the number of days in the fiscal year that precedes the date of termination and the denominator of which is equal to 365, and multiplied by two (2) if (and only if) the Date of Termination is on or prior to February 7, 2014, payable in cash at the time otherwise provided under the terms of the Bonus program. (D) to the extent any incentive stock awards, such as stock options, stock appreciation rights, restricted stock, dividend equivalent rights, or any other form of incentive stock compensation granted Executive shall have not vested, they shall immediately become fully (100%) vested and exercisable and shall be paid in accordance with their terms. (E) continued coverage at the Company’s expense under the Company’s medical, dental, life insurance and disability policies or arrangements with respect to Executive and any of his dependents who were covered under those Company plans on the day prior to the Date of Termination for a period of (i) twenty-four (24) months following the Date of Termination if the Date of Termination is on or prior to February 7, 2014, (ii) twelve (12) months following the Date of Termination if the Date of Termination is after February 7, 2014 but on or prior to February 7, 2016, or (iii) eighteen (18) months following the Date of TerminationTermination if the Date of Termination is after February 7, 2016; provided, however, that if Executive becomes reemployed with another employer and is eligible to receive comparable 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 the applicable period of eligibility provided that the costs of obtaining those medical and other welfare benefits is less than the cost of those benefits to Executive immediately prior to the Date of Termination, and provided further that continued participation shall not be allowed if the Company determines that the payment would be considered discriminatory under applicable law. (F) to the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and/or the Company’s Affiliates.

Good Reason, Without Cause or Employment-Related Death or Disability. If the Executive’s employment is terminated by Executive for Good Reason, by the Company without Cause, or as a result of Executive’s 's Employment-Related Death or Disability, then within 30 days after the Date of Termination, the Company shall pay to Executive a lump sum payment in cash an amount equal to the aggregate of the following amounts under (A) and (B) and provide the other benefits provided below: (A) Executive’s Base Salary through the Date of Termination, to the extent not previously paid, reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement under Section 5 above and payment of accrued, but unused vacation time as of the Date of Termination (“Accrued Obligations”). (B) an amount equal to the Executive’s monthly Base Salary as of the day prior to the Date of Termination multiplied by (i) twelve (12) if the Date of Termination is on or prior to October 16, 2018, or (ii) eighteen (18)) if the Date of Termination is after October 16, 2018. (C) the portion of the Bonus for the fiscal year of the Company (ending on April 30) during which Executive was employed that includes the Date of Termination, that portion to equal the product (that product, the “Pro-Rata Bonus”) of the Bonus that would have been payable to Executive for that fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company achieves the performance goals for that year, multiplied by a fraction, the numerator of which is equal to the number of days in the fiscal year that precedes the date of termination and the denominator of which is equal to 365, payable in cash at the time otherwise provided under the terms of the Bonus program. (D) to the extent any incentive stock awards, such as stock options, stock appreciation rights, restricted stock, dividend equivalent rights, or any other form of incentive stock compensation granted Executive shall have not vested, they shall immediately become fully (100%) vested and exercisable and shall be paid in accordance with their terms. (E) continued coverage at the Company’s expense under the Company’s medical, dental, life insurance and disability policies or arrangements with respect to Executive and any of his dependents who were covered under those Company plans on the day prior to the Date of Termination for a period of (i) twelve (12) months following the Date of Termination if the Date of Termination is on or prior to October 16, 2018, or (ii) eighteen (18) months following the Date of TerminationTermination if the Date of Termination is after October 16, 2018; provided, however, that if Executive becomes reemployed with another employer and is eligible to receive comparable 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 the applicable period of eligibility provided that the costs of obtaining those medical and other welfare benefits is less than the cost of those benefits to Executive immediately prior to the Date of Termination, and provided further that continued participation shall not be allowed if the Company determines that the payment would be considered discriminatory under applicable law. (F) to the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and/or the Company’s Affiliates. The amount payable pursuant to (B) above shall be payable in (i) two equal installments on the six-month and one year anniversaries of the Date of Termination if the Date of Termination is on or prior to October 16, 2018, and (ii) three (3) equal installments on the six-month, one year and 18-month anniversaries of the Date of Termination if the Date of Termination is after October 16, 2018.

Good Reason, Without Cause or Employment-Related Death or Disability. If the Executive’s 's employment is terminated by Executive for Good Reason, by the Company without Cause, or as a result of Executive’s 's Employment-Related Death or Disability, then within 30 days after the Date of Termination, the Company shall pay to Executive a lump sum payment in cash equal to the aggregate of the following amounts under (A) and (B) and provide the other benefits provided below: (A) Executive’s 's Base Salary through the Date of Termination, to the extent not previously paid, reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement under Section 5 above and payment of accrued, but unused vacation time as of the Date of Termination (“"Accrued Obligations”"). (B) an amount equal to the Executive’s 's monthly Base Salary as of the day prior to the Date of Termination multiplied by eighteen (18). (C) the portion of the Bonus for the fiscal year of the Company (ending on April 30) during which Executive was employed that includes the Date of Termination, that portion to equal the product (that product, the “"Pro-Rata Bonus”") of the Bonus that would have been payable to Executive for that fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company achieves the performance goals for that year, multiplied by a fraction, the numerator of which is equal to the number of days in the fiscal year that precedes the date of termination and the denominator of which is equal to 365, payable in cash at the time otherwise provided under the terms of the Bonus program. (D) to the extent any incentive stock awards, such as stock options, stock appreciation rights, restricted stock, dividend equivalent rights, or any other form of incentive stock compensation granted Executive shall have not vested, they shall immediately become fully (100%) vested and exercisable and shall be paid in accordance with their terms. (E) continued coverage at the Company’s 's expense under the Company’s 's medical, dental, life insurance and disability policies or arrangements with respect to Executive and any of his dependents who were covered under those Company plans on the day prior to the Date of Termination for a period of eighteen (18) months following the Date of Termination; provided, however, that if Executive becomes reemployed with another employer and is eligible to receive comparable 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 the applicable period of eligibility provided that the costs of obtaining those medical and other welfare benefits is less than the cost of those benefits to Executive immediately prior to the Date of Termination, and provided further that continued participation shall not be allowed if the Company determines that the payment would be considered discriminatory under applicable law. (F) to the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and/or the Company’s 's Affiliates.

Good Reason, Without Cause or Employment-Related Death or Disability. If the Executive’s employment is terminated by Executive for Good Reason, by the Company without Cause, or as a result of Executive’s 's Employment-Related Death or Disability, then within 30 days after the Date of Termination, the Company shall pay to Executive a lump sum payment in cash equal to the aggregate of the following amounts under (A) and (B) and provide the other benefits provided below: (A) Executive’s Base Salary through the Date of Termination, to the extent not previously paid, reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement under Section 5 above and payment of accrued, but unused vacation time as of the Date of Termination (“Accrued Obligations”). (B) an amount equal to the Executive’s monthly Base Salary as of the day prior to the Date of Termination multiplied by eighteen (18). (C) the portion of the Bonus for the fiscal year of the Company (ending on April 30) during which Executive was employed that includes the Date of Termination, that portion to equal the product (that product, the “Pro-Rata Bonus”) of the Bonus that would have been payable to Executive for that fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company achieves the performance goals for that year, multiplied by a fraction, the numerator of which is equal to the number of days in the fiscal year that precedes the date of termination and the denominator of which is equal to 365, payable in cash at the time otherwise provided under the terms of the Bonus program. (D) to the extent any incentive stock awards, such as stock options, stock appreciation rights, restricted stock, dividend equivalent rights, or any other form of incentive stock compensation granted Executive shall have not vested, they shall immediately become fully (100%) vested and exercisable and shall be paid in accordance with their terms. (E) continued coverage at the Company’s expense under the Company’s medical, dental, life insurance and disability policies or arrangements with respect to Executive and any of his dependents who were covered under those Company plans on the day prior to the Date of Termination for a period of eighteen (18) months following the Date of Termination; provided, however, that if Executive becomes reemployed with another employer and is eligible to receive comparable 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 the applicable period of eligibility provided that the costs of obtaining those medical and other welfare benefits is less than the cost of those benefits to Executive immediately prior to the Date of Termination, and provided further that continued participation shall not be allowed if the Company determines that the payment would be considered discriminatory under applicable law. (F) to the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and/or the Company’s Affiliates.

Good Reason, Without Cause or Employment-Related Death or Disability. If the Executive’s employment is terminated by Executive for Good Reason, by the Company without Cause, or as a result of Executive’s 's Employment-Related Death or Disability, then within 30 days after the Date of Termination, the Company shall pay to Executive a lump sum payment in cash an amount equal to the aggregate of the following amounts under (A) and (B) and provide the other benefits provided below: (A) Executive’s Base Salary through the Date of Termination, to the extent not previously paid, reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement under Section 5 above and payment of accrued, but unused vacation time as of the Date of Termination (“Accrued Obligations”). (B) an amount equal to the Executive’s monthly Base Salary as of the day prior to the Date of Termination multiplied by (i) twelve (12) if the Date of Termination is on or prior to April 30, 2019, or (ii) eighteen (18)) if the Date of Termination is after April 30, 2019. (C) the portion of the Bonus for the fiscal year of the Company (ending on April 30) during which Executive was employed that includes the Date of Termination, that portion to equal the product (that product, the “Pro-Rata Bonus”) of the Bonus that would have been payable to Executive for that fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company achieves the performance goals for that year, multiplied by a fraction, the numerator of which is equal to the number of days in the fiscal year that precedes the date of termination and the denominator of which is equal to 365, payable in cash at the time otherwise provided under the terms of the Bonus program. (D) to the extent any incentive stock awards, such as stock options, stock appreciation rights, restricted stock, dividend equivalent rights, or any other form of incentive stock compensation granted Executive shall have not vested, they shall immediately become fully (100%) vested and exercisable and shall be paid in accordance with their terms. (E) continued coverage at the Company’s expense under the Company’s medical, dental, life insurance medical and disability policies or dental arrangements with respect to Executive and any of his dependents who were covered under those Company plans on the day prior to the Date of Termination for a period of (i) twelve (12) months following the Date of Termination if the Date of Termination is on or prior to April 30, 2019, or (ii) eighteen (18) months following the Date of TerminationTermination if the Date of Termination is after April 30, 2019; provided, however, that if Executive becomes reemployed with another employer and is eligible to receive comparable 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 the applicable period of eligibility provided that the costs of obtaining those medical and other welfare benefits is less than the cost of those benefits to Executive immediately prior to the Date of Termination, and provided further that continued participation shall not be allowed if the Company determines that the payment would be considered discriminatory under applicable law. (F) to the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and/or the Company’s Affiliates. Subject to Section 8, the amount payable pursuant to (B) above shall be payable in (i) two equal installments on the six-month and one year anniversaries of the Date of Termination if the Date of Termination is on or prior to April 30, 2019, and (ii) three (3) equal installments on the six-month, one year and 18-month anniversaries of the Date of Termination if the Date of Termination is after April 30, 2019.

Good Reason, Without Cause or Employment-Related Death or Disability. If the Executive’s employment is terminated by Executive for Good Reason, by the Company without Cause, or as a result of Executive’s 's Employment-Related Death or Disability, then within 30 days after the Date of Termination, the Company shall pay to Executive a lump sum payment in cash an amount equal to the aggregate of the following amounts under (A) and (B) and provide the other benefits provided below: (A) Executive’s Base Salary through the Date of Termination, to the extent not previously paid, reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement under Section 5 above and payment of accrued, but unused vacation time as of the Date of Termination (“Accrued Obligations”). (B) an amount equal to the Executive’s monthly Base Salary as of the day prior to the Date of Termination multiplied by (i) twelve (12) if the Date of Termination is on or prior to October 9, 2019, or (ii) eighteen (18)) if the Date of Termination is after October 9, 2019. (C) If but only if the Date of Termination is subsequent to February 15 of the calendar year in which it occurs, the portion of the Bonus for the fiscal year of the Company (ending on April 30) during which Executive was employed that includes the Date of Termination, that portion Termination equal to equal the product (that product, the “Pro-Rata Bonus”) of the Bonus that would have been payable to Executive for that fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company achieves the performance goals for that year, multiplied by a fraction, the numerator of which is equal to the number of days in the fiscal year that precedes the date Date of termination Termination and the denominator of which is equal to 365, payable in cash at the time otherwise provided under the terms of the Bonus programprogram (the “Bonus Payment Date”). (D) to the extent any incentive stock awards, such as stock options, stock appreciation rights, restricted stock, dividend equivalent rights, or any other form of incentive stock compensation granted Executive shall have not vested, then (i) if the Executive’s employment is terminated by Executive for Good Reason or by the Company for Good Cause, such incentive stock awards that were scheduled to vest during the twelve (12) months following the Date of Termination shall immediately become fully (100%) vested and exercisable and shall be paid in accordance with their terms, and all other incentive stock awards shall be deemed to have lapsed without vesting on the Date of Termination and (ii) if the Executive’s employment is terminated as a result of Executive’s Employment–Related Death or Disability, they shall immediately become fully (100%) vested and exercisable and shall be paid in accordance with their terms. (E) continued coverage at the Company’s expense under the Company’s medical, dental, life insurance medical and disability policies or dental arrangements with respect to Executive and any of his dependents who were covered under those Company plans on the day prior to the Date of Termination for a period of eighteen twelve (1812) months following the Date of Termination; provided, however, that if Executive becomes reemployed with another employer and is eligible to receive comparable 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 the applicable period of eligibility provided that the costs of obtaining those medical and other welfare benefits is less than the cost of those benefits to Executive immediately prior to the Date of Termination, and provided further that continued participation shall not be allowed if the Company determines that the payment would be considered discriminatory under applicable law. (F) to the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and/or the Company’s Affiliates. Subject to Section 8, the amount payable pursuant to (B) above shall be payable in (i) two equal installments on the six-month and one year anniversaries of the Date of Termination if the Date of Termination is on or prior to October 9, 2019, and (ii) three (3) equal installments on the six-month, one year and 18-month anniversaries of the Date of Termination if the Date of Termination is after October 9, 2019.

Good Reason, Without Cause or Employment-Related Death or Disability. If the Executive’s employment is terminated by Executive for Good Reason, by the Company without Cause, or as a result of Executive’s 's Employment-Related Death or Disability, then within 30 days after subject to Executive’s (or his representative’s in the Date case of TerminationEmployment-Related Death or Disability) execution of a mutual release of claims in favor of the Company, its affiliates and their respective officers, directors and/or managers in a form provided by the Company to Executive (or his representative), the Company shall pay to Executive a lump sum payment in cash an amount equal to the aggregate of the following amounts under (A) and (B) and provide the other benefits provided below: (A) Executive’s Base Salary through the Date of Termination, to the extent not previously paid, reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement under Section 5 above and payment of accrued, but unused vacation time as of the Date of Termination (“Accrued Obligations”). (B) an amount equal to the Executive’s monthly Base Salary as of the day prior to the Date of Termination multiplied by eighteen six (186). (C) If but only if the Date of Termination is subsequent to February 15 of the fiscal year in which it occurs, the portion of the Bonus for the fiscal year of the Company (ending on April 30) during which Executive was employed that includes the Date of Termination, that portion Termination equal to equal the product (that product, the “Pro-Rata Bonus”) of the Bonus that would have been payable to Executive for that fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company achieves the performance goals for that year, multiplied by a fraction, the numerator of which is equal to the number of days in the fiscal year that precedes the date Date of termination Termination and the denominator of which is equal to 365, payable in cash at the time otherwise provided under the terms of the Bonus programprogram (the “Bonus Payment Date”). (D) to the extent any incentive stock awards, such as stock options, stock appreciation rights, restricted stock, dividend equivalent rights, or any other form of incentive stock compensation granted Executive shall have not vested, then (i) if the Executive’s employment is terminated by Executive for Good Reason or by the Company for Good Cause, such incentive stock awards that were scheduled to vest during the six (6) months following the Date of Termination shall immediately become fully (100%) vested and exercisable and shall be paid in accordance with their terms, and all other incentive stock awards shall be deemed to have lapsed without vesting on the Date of Termination and (ii) if the Executive’s employment is terminated as a result of Executive’s Employment–Related Death or Disability, they shall immediately become fully (100%) vested and exercisable and shall be paid in accordance with their terms. (E) continued coverage at the Company’s expense under the Company’s medical, dental, life insurance medical and disability policies or dental arrangements with respect to Executive and any of his dependents who were covered under those Company plans on the day prior to the Date of Termination for a period of eighteen six (186) months following the Date of Termination; provided, however, that if Executive becomes reemployed with another employer and is eligible to receive comparable 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 the applicable period of eligibility provided that the costs of obtaining those medical and other welfare benefits is less than the cost of those benefits to Executive immediately prior to the Date of Termination, and provided further that continued participation shall not be allowed if the Company determines that the payment would be considered discriminatory under applicable law. (F) to the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and/or the Company’s Affiliates. Subject to Section 8, the amount payable pursuant to (B) above shall be payable on the six-month anniversary of the Date of Termination.

Good Reason, Without Cause or Employment-Related Death or Disability. If the Executive’s employment is terminated by Executive for Good Reason, by the Company without Cause, or as a result of Executive’s 's Employment-Related Death or Disability, then within 30 days after subject to Executive’s (or her representative’s in the Date case of TerminationEmployment-Related Death or Disability) execution of a mutual release of claims in favor of the Company, its affiliates and their respective officers, directors and/or managers in a form provided by the Company to Executive (or her representative), the Company shall pay to Executive a lump sum payment in cash an amount equal to the aggregate of the following amounts under (A) and (B) and provide the other benefits provided below: (A) Executive’s Base Salary through the Date of Termination, to the extent not previously paid, reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement under Section 5 above and payment of accrued, but unused vacation time as of the Date of Termination (“Accrued Obligations”). (B) an amount equal to the Executive’s monthly Base Salary as of the day prior to the Date of Termination multiplied by eighteen twelve (1812). (C) If but only if the Date of Termination is subsequent to February 15 of the calendar year in which it occurs, the portion of the Bonus for the fiscal year of the Company (ending on April 30) during which Executive was employed that includes the Date of Termination, that portion Termination equal to equal the product (that product, the “Pro-Rata Bonus”) of the Bonus that would have been payable to Executive for that fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company achieves the performance goals for that year, multiplied by a fraction, the numerator of which is equal to the number of days in the fiscal year that precedes the date Date of termination Termination and the denominator of which is equal to 365, payable in cash at the time otherwise provided under the terms of the Bonus programprogram (the “Bonus Payment Date”). (D) to the extent any incentive stock awards, such as stock options, stock appreciation rights, restricted stock, dividend equivalent rights, or any other form of incentive stock compensation granted Executive shall have not vested, then (i) if the Executive’s employment is terminated by Executive for Good Reason or by the Company for Good Cause, such incentive stock awards that were scheduled to vest during the twelve (12) months following the Date of Termination shall immediately become fully (100%) vested and exercisable and shall be paid in accordance with their terms, and all other incentive stock awards shall be deemed to have lapsed without vesting on the Date of Termination and (ii) if the Executive’s employment is terminated as a result of Executive’s Employment–Related Death or Disability, they shall immediately become fully (100%) vested and exercisable and shall be paid in accordance with their terms. (E) continued coverage at the Company’s expense under the Company’s medical, dental, life insurance medical and disability policies or dental arrangements with respect to Executive and any of his her dependents who were covered under those Company plans on the day prior to the Date of Termination for a period of eighteen twelve (1812) months following the Date of Termination; provided, however, that if Executive becomes reemployed with another employer and is eligible to receive comparable 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 the applicable period of eligibility provided that the costs of obtaining those medical and other welfare benefits is less than the cost of those benefits to Executive immediately prior to the Date of Termination, and provided further that continued participation shall not be allowed if the Company determines that the payment would be considered discriminatory under applicable law. (F) to the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and/or the Company’s Affiliates. Subject to Section 8, the amount payable pursuant to (B) above shall be payable on the six-month anniversary of the Date of Termination.

Good Reason, Without Cause or Employment-Related Death or Disability. If the Executive’s employment is terminated by Executive for Good Reason, by the Company without Cause, or as a result of Executive’s 's Employment-Related Death or Disability, then within 30 days after the Date of Termination, the Company shall pay to Executive a lump sum payment in cash an amount equal to the aggregate of the following amounts under (A) and (B) and provide the other benefits provided below: (A) Executive’s Base Salary through the Date of Termination, to the extent not previously paid, reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement under Section 5 above and payment of accrued, but unused vacation time as of the Date of Termination (“Accrued Obligations”). (B) an amount equal to the Executive’s monthly Base Salary as of the day prior to the Date of Termination multiplied by (i) twelve (12) if the Date of Termination is on or prior to January 31, 2019, or (ii) eighteen (18)) if the Date of Termination is after January 31, 2019. (C) the portion of the Bonus for the fiscal year of the Company (ending on April 30) during which Executive was employed that includes the Date of Termination, that portion to equal the product (that product, the “Pro-Rata Bonus”) of the Bonus that would have been payable to Executive for that fiscal year had Executive remained employed for the entire fiscal year, determined based on the extent to which the Company achieves the performance goals for that year, multiplied by a fraction, the numerator of which is equal to the number of days in the fiscal year that precedes the date of termination and the denominator of which is equal to 365, payable in cash at the time otherwise provided under the terms of the Bonus program. (D) to the extent any incentive stock awards, such as stock options, stock appreciation rights, restricted stock, dividend equivalent rights, or any other form of incentive stock compensation granted Executive shall have not vested, they shall immediately become fully (100%) vested and exercisable and shall be paid in accordance with their terms. (E) continued coverage at the Company’s expense under the Company’s medical, dental, life insurance medical and disability policies or dental arrangements with respect to Executive and any of his her dependents who were covered under those Company plans on the day prior to the Date of Termination for a period of (i) twelve (12) months following the Date of Termination if the Date of Termination is on or prior to January 21, 2019, or (ii) eighteen (18) months following the Date of TerminationTermination if the Date of Termination is after January 31, 2019; provided, however, that if Executive becomes reemployed with another employer and is eligible to receive comparable 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 the applicable period of eligibility provided that the costs of obtaining those medical and other welfare benefits is less than the cost of those benefits to Executive immediately prior to the Date of Termination, and provided further that continued participation shall not be allowed if the Company determines that the payment would be considered discriminatory under applicable law. (F) to the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and/or the Company’s Affiliates. Subject to Section 8, the amount payable pursuant to (B) above shall be payable in (i) two equal installments on the six-month and one year anniversaries of the Date of Termination if the Date of Termination is on or prior to January 31, 2018, and (ii) three (3) equal installments on the six-month, one year and 18-month anniversaries of the Date of Termination if the Date of Termination is after January 31, 2019.