Common use of Good Reason; Without Cause Clause in Contracts

Good Reason; Without Cause. If, during the Employment Period, the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good Reason, subject to the execution and nonrevocation by the Executive of a release of claims agreement (the “Release”) in the form provided by the Company within the time period specified by the Company, which shall not exceed [45] days following the Date of Termination, and provided that the Executive has complied in all material respects with the terms and conditions of the Release, the Company shall provide the Executive with the payments and benefits set forth below. (i) the Company shall pay to the Executive in a lump sum in cash on the sixtieth (60th) day following the Date of Termination the aggregate of the following amounts: (A) the amount equal to the product of (1) two and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus; and (B) a lump sum payment equal to the present value of the continuation, for two years after the Executive’s Date of Termination or such longer period as may be provided by the terms of the appropriate plan, program or policy, of benefits to the Executive and/or the Executive’s family that are at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(iv) in effect on the Date of Termination; (ii) the Company shall, at its sole expense as incurred, with payment made directly to the provider of services, provide the Executive with outplacement services directly related to the termination of the Executive’s services for the Company with the Company having payment approval, in its sole discretion, for reasonable services for a limited period. The limited period of time for which such expenses may be incurred does not include periods beyond the last day of the second calendar year following the calendar year in which the Executive’s Date of Termination occurred, provided that the period during which the reimbursements for such expenses must be made may not extend beyond the third calendar year of the Executive’s Date of Termination; and (iii) 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 and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

Good Reason; Without Cause. If, during Executive may terminate this Agreement and his employment for Good Reason upon thirty (30) days’ prior written notice to the Employment Period, the Company. The Company shall may terminate the this Agreement and Executive’s employment without Cause upon thirty (30) days’ prior written notice to Executive. Upon termination for Good Reason or the without Cause, Executive shall terminate employment for Good Reason, subject to the execution and nonrevocation by the Executive of a release of claims agreement (the “Release”) in the form provided by the Company within the time period specified by the Company, which shall not exceed [45] days following the Date of Termination, and provided that the Executive has complied in all material respects with the terms and conditions of the Release, the Company shall provide the Executive with the payments and benefits set forth below.be entitled to: (i) the Company shall pay to the Executive in a lump sum in cash on the sixtieth (60th) day following the Date of Termination the aggregate of the following amounts: (A) the amount equal to the product of (1) two and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus; and (B) a lump sum payment equal to the present value of the continuation, for two years after the Executive’s Date of Termination or such longer period as may be provided by the terms of the appropriate plan, program or policy, of benefits to the Executive and/or the Executive’s family that are at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(iv) in effect on the Date of TerminationAccrued Obligations; (ii) the Company shall, at its sole expense as incurred, with a lump sum severance payment made directly equal to the provider higher of services, provide the Executive with outplacement services directly related to (x) one (1) times Executive’s annual salary in effect on the termination date (without regard to any reduction in salary referred to in clause (ii) of the definition of Good Reason) or (y) Executive’s services salary for the Company with the Company having payment approval, in its sole discretion, for reasonable services for a limited period. The limited period of time for which such expenses may be incurred does not include periods beyond the last day duration of the second calendar year remaining term pursuant to this Agreement, which shall be paid to Executive within ten (10) business days following the calendar year in which the Executive’s Date of Termination occurred, provided that the period during which the reimbursements for such expenses must be made may not extend beyond the third calendar year of the Executive’s Date of Terminationtermination; and (iii) continuation of health and other welfare benefits (including life, accident and disability benefits) to Executive and his spouse and dependents under the Benefit Plans in which they participated on the date of Executive’s termination, for twelve (12) months following the date of Executive’s termination on substantially the same terms and conditions (including contributions by Executive) as in effect immediately prior to Executive’s termination; provided, that the Company’s obligation to provide such health or other welfare benefit shall cease with respect to such benefit at the time Executive becomes eligible to participate in a group plan of another employer providing comparable benefits in the aggregate. To the extent that the health and other welfare benefits referred to in clause (iii) above cannot theretofore paid be provided after termination of employment under applicable law or providedthe terms of the Benefit Plans then in effect (and cannot be provided through the Company’s paying the applicable premium for Executive under COBRA), the Company shall timely pay or to Executive such amount as is necessary to provide Executive, on an after-tax basis, with an amount equal to the cost of acquiring, for Executive any and his spouse and dependents, (on a non-group basis) those health and other amounts or welfare benefits required that would otherwise be lost to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement and his spouse and dependents as a result of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)Executive’s termination.

Good Reason; Without Cause. If, during the Employment Period, the Company shall terminate terminates the Executive’s employment without Cause Cause, or the Executive shall terminate terminates his employment for Good Reason, subject or if the Company fails to renew or extend this Agreement upon expiration of the Employment Period, the Company shall have no further obligations to the execution and nonrevocation by Executive under this Agreement or otherwise other than to pay or provide to the Executive of the following amounts and benefits (provided the Executive has executed, delivered to the Company and not revoked a general release of claims agreement against the Company in a form satisfactory to the Company (the “Release”) in the form provided by the Company within the time period specified by the Company, which shall not exceed [45] days following the Date of Termination, and provided that the Executive has complied in all material respects with the terms and conditions of the Release, the Company shall provide the Executive with the payments and benefits set forth below.subject to Section 8(h) hereof): (i) the Company shall pay to the Executive in a lump sum in cash on the sixtieth (60th) day following the Date of Termination the aggregate of the following amounts: (A) the An amount equal to the product of (1) two and (2) the sum of (x) the Executive’s unpaid Annual Base Salary and (y) the Highest Annual Bonus; and (B) a lump sum payment equal to the present value of the continuation, for two years after the Executive’s Date of Termination or such longer period as may be provided by the terms of the appropriate plan, program or policy, of benefits to the Executive and/or the Executive’s family that are at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(iv) in effect on services through the Date of Termination; (ii) a termination of Employee’s employment by the Company, other than for cause, shall not prejudice the Employee’s right to compensation or other benefits under this Agreement. That is, if the Employee’s employment is involuntarily terminated other than for cause, the Company shall, at its sole expense as incurred, with payment made directly shall pay the Employee a Severance Payment equal to the provider of services, provide the Executive with outplacement services directly related to the termination amount of the Executive’s services Annual Base Salary and Target Bonus established in this agreement that is due for the Company with the Company having payment approvalremaining term of this Agreement or for a period of 18 months whichever is greater, in its sole discretionlump sum not later than 30 days after the Date of Termination; (iii) full vesting as of the Date of Termination of Executive’s Stock Option Awards (as defined in Section 3(c) hereof) and any other equity awards granted to Executive, with continued exercisability of the outstanding options for reasonable services for a limited period. The limited period twelve (12) months following the Date of time for which such expenses may be incurred does not include periods Termination (but in no event beyond the last day original term of the second calendar year following options); (iv) continued participation for eighteen (18) months from the calendar year Date of Termination in all Company medical and dental plans in which the Executive’s Executive and his eligible dependents were participating immediately prior to the Date of Termination occurred, provided that (subject to offset as set forth in Section 7 hereof); (v) as long as the period during which Executive uses such services prior to the reimbursements for such expenses must be made may not extend beyond the third calendar year first anniversary of the Executive’s Date of Termination, up to $25,000 in outplacement services; and (iiivi) to the extent not theretofore paid payment of other amounts, entitlements or providedbenefits, the Company shall timely pay if any, in accordance with applicable plans, programs, arrangements 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 agreements of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)Company.

Good Reason; Without Cause. If, during the Employment PeriodTerm of this -------------------------- Agreement, Executive terminates Executive's employment with the Company or a Segment Successor, after having provided at least ninety (90) days advance written notice, on or after the occurrence of a Triggering Event with Good Reason, or if during the Term of this Agreement, the Company shall terminate or a Segment Successor terminates Executive's employment with the Executive’s employment Company without Cause in anticipation of, on or after the Executive shall terminate employment for Good Reason, subject to the execution and nonrevocation by the Executive occurrence of a release of claims agreement (the “Release”) in the form provided by the Company within the time period specified by the Company, which shall not exceed [45] days following the Date of TerminationTriggering Event, and provided in lieu of any other severance benefits that the Executive has complied in all material respects with the terms and conditions of the Releasewould otherwise be payable to Executive, the Company shall provide the Executive with the payments and benefits set forth below. (i) the Company or Segment Successor shall pay to the Executive in a lump sum in cash on the sixtieth (60th) day following the Date of Termination the aggregate of the following amountsamounts to Executive: (Ai) the amount equal to the product extent not theretofore paid, Executive's base salary in effect at the time of such termination through the date of termination; (1ii) two in the case of compensation previously deferred by Executive, all amounts previously deferred (together with any accrued interest thereon) and (2) not yet paid by the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual BonusCompany or Segment Successor; and (Biii) a lump sum payment equal to all other amounts or benefits owing or accrued to, vested in or earned by Executive through the present value date of separation under the then existing or applicable plans, programs, arrangements, and policies of the continuationCompany or Segment Successor and their respective affiliates. The obligations owing or accrued to, for two years after vested in, or earned by Executive through the Executive’s Date date of Termination termination, including, but not limited to, such amounts and benefits specified in clauses (i), (ii), and (iii) of section 1.3(a) shall be hereinafter collectively referred to as the "Accrued Obligations." The Accrued Obligations, shall be paid or such longer period as may caused to be provided paid by the terms of the appropriate plan, program Company or policy, of benefits Segment Successor to the Executive and/or the Executive’s family that are at least equal to those which would have been provided to them in accordance with the plans, programsprograms or agreements under which the Accrued Obligations were earned. In addition, practices and policies described in Section 3(b)(iv) in effect on the Date of Termination; (ii) the Company shallor Segment Successor shall pay Executive in one lump sum within ninety (90) days after the date of such termination, or in a manner and at its sole expense such later time as incurredotherwise specified by Executive, with payment provided that all such payments must be made directly to the provider of services, provide the Executive with outplacement services directly related to the termination of the Executive’s services for the Company with the Company having payment approval, in its sole discretion, for reasonable services for a limited period. The limited period of time for which such expenses may be incurred does not include periods beyond no later than the last day of the second calendar year following twenty-four (24) month period commencing on the date of such termination: (iv) an amount equal to the sum of: (x) [one][one and one-half][two] times Executive's base salary in effect at the time of such termination (but prior to giving effect to any reduction therein which precipitated such termination), (y) [one][one and one-half][two] times Executive's target bonus (at 100% of plan) for the calendar year in which the Executive’s Date of Termination such termination occurred, provided and (z) the pro-rata share of Executive's target bonus for the calendar year in which such termination occurred based upon the proportion that the period during which the reimbursements for number of complete months in such expenses must be made may not extend beyond the third calendar year up to the date of termination bears to the complete calendar year; (v) if Executive elects medical or dental coverage under the Company's or Segment Successor's group medical or dental plans pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended ("Code") ("COBRA Coverage"), reimbursement promptly upon request by Executive (upon presentation of reasonable documentation showing prior payment), of an amount equal to the premium paid each month by Executive for COBRA Coverage during the 12 months of such COBRA Coverage (or during such shorter period that COBRA Coverage for Executive is in effect); (vi) such individual outplacement service as are appropriate for Executive’s Date 's position for up to 12 months after termination of Terminationemployment for a cost not to exceed $10,000; and (iiivii) assistance to the extent not theretofore paid or provided, Executive to be provided by a "Big Five" accounting firm selected by the Company shall timely pay or provide to other mutually agreeable accounting firm for federal and state income tax planning and federal and state income tax return preparation for Executive for the Executive any other amounts or benefits required to be paid or provided or calendar year in which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement such termination of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)employment occurred.

Good Reason; Without Cause. If, during the Employment PeriodTerm of -------------------------- this Agreement, Executive terminates Executive's employment with the Company or a Segment Successor on or after the occurrence of a Triggering Event with Good Reason, or if during the Term of this Agreement, the Company shall terminate or a Segment Successor terminates Executive's employment with the Executive’s employment Company without Cause in anticipation of, on or after the Executive shall terminate employment for Good Reason, subject to the execution and nonrevocation by the Executive occurrence of a release of claims agreement (the “Release”) in the form provided by the Company within the time period specified by the Company, which shall not exceed [45] days following the Date of TerminationTriggering Event, and provided in lieu of any other severance benefits that the Executive has complied in all material respects with the terms and conditions of the Releasewould otherwise be payable to Executive, the Company shall provide the Executive with the payments and benefits set forth below. (i) the Company or Segment Successor shall pay to the Executive in a lump sum in cash on the sixtieth (60th) day following the Date of Termination the aggregate of the following amountsamounts to Executive: (Ai) the amount equal to the product extent not theretofore paid, Executive's base salary in effect at the time of such termination through the date of termination; (1ii) two in the case of compensation previously deferred by Executive, all amounts previously deferred (together with any accrued interest thereon) and (2) not yet paid by the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual BonusCompany or Segment Successor; and (Biii) a lump sum payment equal to all other amounts or benefits owing or accrued to, vested in or earned through the present value date of separation under the then existing or applicable plans, programs, arrangements, and policies of the continuationCompany or Segment Successor and their respective affiliates. The obligations owing or accrued to, for two years after vested in, or earned by Executive through the Executive’s Date date of Termination termination, including, but not limited to, such amounts and benefits specified in clauses (i), (ii), and (iii) of section 1.3(a) shall be hereinafter collectively referred to as the "Accrued Obligations." The Accrued Obligations, shall be paid or such longer period as may caused to be provided paid by the terms of the appropriate plan, program Company or policy, of benefits Segment Successor to the Executive and/or the Executive’s family that are at least equal to those which would have been provided to them in accordance with the plans, programsprograms or agreements under which the Accrued Obligations were earned. In addition, practices and policies described the Company or Segment Successor shall pay Executive in Section 3(b)(ivone lump sum within five (5) days after the date of such termination: (iv) an amount equal to the sum of: (x) <> times Executive's base salary in effect on at the Date time of Termination; such termination (iibut prior to giving effect to any reduction therein which precipitated such termination), (y) the Company shall, <> times Executive's "target bonus" (at its sole expense as incurred, with payment made directly to the provider 100% of services, provide the Executive with outplacement services directly related to the termination of the Executive’s services plan) for the Company with the Company having payment approval, in its sole discretion, for reasonable services for a limited period. The limited period of time for which such expenses may be incurred does not include periods beyond the last day of the second calendar year following the calendar year in which such termination occurred (or, if higher, as in effect immediately prior to the Executive’s Date Triggering Event), and (z) the pro-rata share of Termination occurred, provided target bonus for the calendar year in which such termination occurred based upon the proportion that the period during which the reimbursements for number of complete months in such expenses must be made may not extend beyond the third calendar year up to the date of termination bears to the complete calendar year (or, if higher, the pro rata amount based on the proportion that the number of complete months in such calendar year up to the date of the Triggering Event bears to the complete calendar year); (v) if Executive elects medical or dental coverage under the Company's or Segment Successor's group medical or dental plans pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended ("Code") ("COBRA Coverage"), reimbursement promptly upon request by Executive (upon presentation of reasonable documentation showing prior payment), of an amount equal to the premium paid each month by Executive for COBRA Coverage during the 12 months of such COBRA Coverage (or during such shorter period that COBRA Coverage for Executive in effect); (vi) such individual outplacement service as are appropriate for Executive’s Date 's position for up to 12 months after termination of Terminationemployment for a cost not to exceed $10,000; and (iiivii) assistance to the extent not theretofore paid or provided, Executive to be provided by a "Big Five" accounting firm selected by the Company shall timely pay or provide to other mutually agreeable accounting firm for federal and state income tax planning and federal and state income tax return preparation for Executive for the Executive any other amounts or benefits required to be paid or provided or calendar year in which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement such termination of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)employment occurred.

Good Reason; Without Cause. If, during Executive may terminate this Agreement and his employment for Good Reason upon thirty (30) days’ prior written notice to the Employment Period, the Company. The Company shall may terminate the this Agreement and Executive’s employment without Cause upon thirty (30) days’ prior written notice to Executive. Upon termination for Good Reason or the Without Cause, Executive shall terminate employment for Good Reason, subject to the execution and nonrevocation by the Executive of a release of claims agreement (the “Release”) in the form provided by the Company within the time period specified by the Company, which shall not exceed [45] days following the Date of Termination, and provided that the Executive has complied in all material respects with the terms and conditions of the Release, the Company shall provide the Executive with the payments and benefits set forth below.be entitled to: (i) the Company shall pay to the Executive in a lump sum in cash on the sixtieth (60th) day following the Date of Termination the aggregate of the following amounts: (A) the amount equal to the product of (1) two and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus; and (B) a lump sum payment equal to the present value of the continuation, for two years after the Executive’s Date of Termination or such longer period as may be provided by the terms of the appropriate plan, program or policy, of benefits to the Executive and/or the Executive’s family that are at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(iv) in effect on the Date of TerminationAccrued Obligations; (ii) the Company shall, at its sole expense as incurred, with a lump sum severance payment made directly equal to the provider of services, provide the Executive with outplacement services directly related to one (1) times Executive’s annual salary in effect on the termination date (without regard to any reduction in salary referred to in clause (ii) of the Executive’s services for the Company with the Company having payment approvaldefinition of Good Reason), in its sole discretion, for reasonable services for a limited period. The limited period of time for which shall be paid to Executive within ten (10) business days following such expenses may be incurred does not include periods beyond the last day of the second calendar year following the calendar year in which the Executive’s Date of Termination occurred, provided that the period during which the reimbursements for such expenses must be made may not extend beyond the third calendar year of the Executive’s Date of Terminationtermination; and (iii) continuation of health and other welfare benefits (including life, accident and disability benefits) to Executive and his spouse and dependents under the Benefit Plans in which they participated on the date of Executive’s termination, for twelve (12) months following the date of Executive’s termination on substantially the same terms and conditions (including contributions by Executive) as in effect immediately prior to Executive’s termination; provided, that the Company’s obligation to provide such health or other welfare benefit shall cease with respect to such benefit at the time Executive becomes eligible to participate in a group plan of another employer providing comparable benefits in the aggregate. To the extent that the health and other welfare benefits referred to in clause (iii) above cannot theretofore paid be provided after termination of employment under applicable law or providedthe terms of the Benefit Plans then in effect (and cannot be provided through the Company’s paying the applicable premium for Executive under COBRA), the Company shall timely pay or to Executive such amount as is necessary to provide Executive, on an after-tax basis, with an amount equal to the cost of acquiring, for Executive any and his spouse and dependents, (on a non-group basis) those health and other amounts or welfare benefits required that would otherwise be lost to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement and his spouse and dependents as a result of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)Executive’s termination.

Good Reason; Without Cause. If, during the Employment Period, the Company shall terminate the Executive’s employment without Cause Cause, or the Executive shall terminate employment for Good Reason, subject the Company shall have no further obligations to the execution and nonrevocation by Executive under this Agreement or otherwise other than to pay or provide to the Executive of the following amounts and benefits (provided the Executive has executed and not revoked a general release of claims agreement (the “Release”) in the form provided by against the Company within the time period specified by in a form satisfactory to the Company, which shall not exceed [45] days following the Date of Termination, and provided that the Executive has complied in all material respects with the terms and conditions of the Release, the Company shall provide the Executive with the payments and benefits set forth below.): (i) the Company shall pay to the Executive in a lump sum in cash on the sixtieth (60th) day following the Date of Termination the aggregate of the following amounts: (A) the an amount equal to the product of (1) two and (2) the sum of (x) the Executive’s unpaid Annual Base Salary and (y) the Highest Annual Bonus; and (B) a lump sum payment equal to the present value of the continuation, for two years after the Executive’s Date of Termination or such longer period as may be provided by the terms of the appropriate plan, program or policy, of benefits to the Executive and/or the Executive’s family that are at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(iv) in effect on services through the Date of Termination; (ii) an amount equal to a pro rata portion (based upon the Company shall, at its sole expense as incurred, with payment made directly to portion of the provider year elapsed through the Date of services, provide the Executive with outplacement services directly related to the termination Termination) of the Executive’s services annual bonus, if any, that the Executive would have earned for the Company year of termination based upon the Company’s actual performance for the entire year, payable when bonuses for such year are paid to other executives of the Company; (iii) continued payment in accordance with the Company having payment approval, in its sole discretion, for reasonable services for a limited period. The limited period of time for which such expenses may be incurred does not include periods beyond the last day of the second calendar year following the calendar year in which the ExecutiveCompany’s Date of Termination occurred, provided that the period during which the reimbursements for such expenses must be made may not extend beyond the third calendar year payroll practices of the Executive’s Annual Base Salary for the remainder of the Employment Period (without regard to its earlier termination hereunder), but in no event less than twenty-four (24) months; (iv) immediate vesting as of the Date of Termination of the unvested portion of the Option, with continued exercisability of the outstanding portion of the Option for twelve (12) months following the Date of Termination; (v) immediate vesting as of the Date of Termination of the unvested portion of the Restricted Stock Award; (vi) continued participation for the remainder of the Employment Period (without regard to its earlier termination hereunder) in all medical, dental and life insurance coverages and all pension and welfare benefit plans and programs in which the Executive and his eligible dependents were participating immediately prior to the Date of Termination, but in no event less than twenty-four (24) months for any medical and/or dental plan; provided, however, that in the event that any of the benefit plans do not permit such continued participation, the Company shall provide the Executive (or his eligible dependents) with the economic equivalent of such participation on an after-tax basis; (vii) payment of unpaid amounts earned or owing to the Executive, including any incentive payments earned for performance periods that have ended and any un-reimbursed business expenses; and (iiiviii) to the extent not theretofore paid payment of other amounts, entitlements or providedbenefits, the Company shall timely pay if any, in accordance with applicable plans, programs, arrangement 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 agreements of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)any affiliate.

Good Reason; Without Cause. If, during Executive may terminate this Agreement and his employment for Good Reason upon thirty (30) days’ prior written notice to the Employment Period, the Company. The Company shall may terminate the this Agreement and Executive’s employment without Cause upon thirty (30) days’ prior written notice to Executive. Upon termination for Good Reason or the without Cause, Executive shall terminate employment for Good Reason, subject to the execution and nonrevocation by the Executive of a release of claims agreement (the “Release”) in the form provided by the Company within the time period specified by the Company, which shall not exceed [45] days following the Date of Termination, and provided that the Executive has complied in all material respects with the terms and conditions of the Release, the Company shall provide the Executive with the payments and benefits set forth below.be entitled to: (i) the Company shall pay to the Executive in a lump sum in cash on the sixtieth (60th) day following the Date of Termination the aggregate of the following amounts: (A) the amount equal to the product of (1) two and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus; and (B) a lump sum payment equal to the present value of the continuation, for two years after the Executive’s Date of Termination or such longer period as may be provided by the terms of the appropriate plan, program or policy, of benefits to the Executive and/or the Executive’s family that are at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(iv) in effect on the Date of TerminationAccrued Obligations; (ii) the Company shall, at its sole expense as incurred, with a lump sum severance payment made directly equal to the provider of services, provide the Executive with outplacement services directly related to two (2) times Executive’s annual salary in effect on the termination date (without regard to any reduction in salary referred to in clause (ii) of the Executive’s services for the Company with the Company having payment approvaldefinition of Good Reason), in its sole discretion, for reasonable services for a limited period. The limited period of time for which shall be paid to Executive within ten (10) business days following such expenses may be incurred does not include periods beyond the last day of the second calendar year following the calendar year in which the Executive’s Date of Termination occurred, provided that the period during which the reimbursements for such expenses must be made may not extend beyond the third calendar year of the Executive’s Date of Terminationtermination; and (iii) continuation of health and other welfare benefits (including life, accident and disability benefits) to Executive and his spouse and dependents under the Benefit Plans in which they participated on the date of Executive’s termination, for twenty-four (24) months following the date of Executive’s termination on substantially the same terms and conditions (including contributions by Executive) as in effect immediately prior to Executive’s termination; provided, that the Company’s obligation to provide such health or other welfare benefit shall cease with respect to such benefit at the time Executive becomes eligible to participate in a group plan of another employer providing comparable benefits in the aggregate. To the extent that the health and other welfare benefits referred to in clause (iii) above cannot theretofore paid be provided after termination of employment under applicable law or providedthe terms of the Benefit Plans then in effect (and cannot be provided through the Company’s paying the applicable premium for Executive under COBRA), the Company shall timely pay or to Executive such amount as is necessary to provide Executive, on an after-tax basis, with an amount equal to the cost of acquiring, for Executive any and his spouse and dependents, (on a non-group basis) those health and other amounts or welfare benefits required that would otherwise be lost to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement and his spouse and dependents as a result of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)Executive’s termination.

Good Reason; Without Cause. IfExecutive may terminate this Agreement and his employment for Good Reason by providing written notice to the Company within (90) days after the initial existence of the condition; provided however, during the Employment Period, that the Company shall have a period of thirty (30) days during which it may remedy the condition. The Company may terminate the this Agreement and Executive’s employment without Cause upon thirty (30) days’ prior written notice to Executive. Upon termination for Good Reason or the Without Cause, Executive shall terminate employment for Good Reason, subject to the execution and nonrevocation by the Executive of a release of claims agreement (the “Release”) in the form provided by the Company within the time period specified by the Company, which shall not exceed [45] days following the Date of Termination, and provided that the Executive has complied in all material respects with the terms and conditions of the Release, the Company shall provide the Executive with the payments and benefits set forth below.be entitled to: (i) the Company shall pay to the Executive in a lump sum in cash on the sixtieth (60th) day following the Date of Termination the aggregate of the following amounts: (A) the amount equal to the product of (1) two and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus; and (B) a lump sum payment equal to the present value of the continuation, for two years after the Executive’s Date of Termination or such longer period as may be provided by the terms of the appropriate plan, program or policy, of benefits to the Executive and/or the Executive’s family that are at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(iv) in effect on the Date of TerminationAccrued Obligations; (ii) the Company shall, at its sole expense as incurred, with a lump sum severance payment made directly equal to the provider of services, provide the Executive with outplacement services directly related to two (2) times Executive’s annual salary in effect on the termination date (without regard to any reduction in salary referred to in clause (ii) of the Executive’s services for definition of Good Reason), which shall be paid to Executive within ten (10) business days following the Company with the Company having payment approval, in its sole discretion, for reasonable services for a limited period. The limited period of time for which such expenses may be incurred does not include periods beyond the last day lapse of the second calendar year following the calendar year in which the Executive’s Date of Termination occurred, provided that the recession period during which the reimbursements for such expenses must be made may not extend beyond the third calendar year of the Executive’s Date of Terminationtermination; and (iii) continuation of health and other welfare benefits (including life, accident and disability benefits) to Executive and his spouse and dependents under the Benefit Plans in which they participated on the date of Executive’s termination, for eighteen (18) months following the date of Executive’s termination on substantially the same terms and conditions (including contributions by Executive) as in effect immediately prior to Executive’s termination; provided, that the Company’s obligation to provide such health or other welfare benefit shall cease with respect to such benefit at the time Executive becomes eligible to participate in a group plan of another employer providing comparable benefits in the aggregate. To the extent that the health and other welfare benefits referred to in clause (iii) above cannot theretofore paid be provided after termination of employment under applicable law or providedthe terms of the Benefit Plans then in effect (and cannot be provided through the Company’s paying the applicable premium for Executive under COBRA), the Company shall timely pay or to Executive such amount as is necessary to provide Executive, on an after-tax basis, with an amount equal to the cost of acquiring, for Executive any and his spouse and dependents, (on a non-group basis) those health and other amounts or welfare benefits required that would otherwise be lost to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement and his spouse and dependents as a result of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)Executive’s termination.

Good Reason; Without Cause. If, during Executive may terminate this Agreement and his employment for Good Reason upon thirty (30) days' prior written notice to the Employment Period, the Company. The Company shall may terminate the this Agreement and Executive’s 's employment without Cause upon thirty (30) days' prior written notice to Executive. Upon termination for Good Reason or the without Cause, Executive shall terminate employment for Good Reason, subject to the execution and nonrevocation by the Executive of a release of claims agreement (the “Release”) in the form provided by the Company within the time period specified by the Company, which shall not exceed [45] days following the Date of Termination, and provided that the Executive has complied in all material respects with the terms and conditions of the Release, the Company shall provide the Executive with the payments and benefits set forth below.be entitled to: (i) the Company shall pay to the Executive in a lump sum in cash on the sixtieth (60th) day following the Date of Termination the aggregate of the following amounts: (A) the amount equal to the product of (1) two and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus; and (B) a lump sum payment equal to the present value of the continuation, for two years after the Executive’s Date of Termination or such longer period as may be provided by the terms of the appropriate plan, program or policy, of benefits to the Executive and/or the Executive’s family that are at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(iv) in effect on the Date of TerminationAccrued Obligations; (ii) the Company shall, at its sole expense as incurred, with a lump sum severance payment made directly equal to the provider higher of services, provide the Executive with outplacement services directly related to (x) one (1) times Executive's annual salary in effect on the termination date (without regard to any reduction in salary referred to in clause (ii) of the definition of Good Reason) or (y) Executive’s services 's salary for the Company with the Company having payment approval, in its sole discretion, for reasonable services for a limited period. The limited period of time for which such expenses may be incurred does not include periods beyond the last day duration of the second calendar year remaining term pursuant to this Agreement, which shall be paid to Executive within ten (10) business days following the calendar year in which the Executive’s Date of Termination occurred, provided that the period during which the reimbursements for such expenses must be made may not extend beyond the third calendar year of the Executive’s Date of Terminationtermination; and (iii) continuation of health and other welfare benefits (including life, accident and disability benefits) to Executive and his spouse and dependents under the Benefit Plans in which they participated on the date of Executive's termination, for twelve (12) months following the date of Executive's termination on substantially the same terms and conditions (including contributions by Executive) as in effect immediately prior to Executive's termination; provided, that the Company's obligation to provide such health or other welfare benefit shall cease with respect to such benefit at the time Executive becomes eligible to participate in a group plan of another employer providing comparable benefits in the aggregate. To the extent that the health and other welfare benefits referred to in clause (iii) above cannot theretofore paid be provided after termination of employment under applicable law or providedthe terms of the Benefit Plans then in effect (and cannot be provided through the Company's paying the applicable premium for Executive under COBRA), the Company shall timely pay or to Executive such amount as is necessary to provide Executive, on an after-tax basis, with an amount equal to the cost of acquiring, for Executive any and his spouse and dependents, (on a non-group basis) those health and other amounts or welfare benefits required that would otherwise be lost to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement and his spouse and dependents as a result of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)Executive's termination.

Good Reason; Without Cause. If, during Executive may terminate this Agreement and her employment for Good Reason upon thirty (30) days’ prior written notice to the Employment Period, the Company. The Company shall may terminate the this Agreement and Executive’s employment without Cause upon thirty (30) days’ prior written notice to Executive. Upon termination for Good Reason or the without Cause, Executive shall terminate employment for Good Reason, subject to the execution and nonrevocation by the Executive of a release of claims agreement (the “Release”) in the form provided by the Company within the time period specified by the Company, which shall not exceed [45] days following the Date of Termination, and provided that the Executive has complied in all material respects with the terms and conditions of the Release, the Company shall provide the Executive with the payments and benefits set forth below.be entitled to: (i) the Company shall pay to the Executive in a lump sum in cash on the sixtieth (60th) day following the Date of Termination the aggregate of the following amounts: (A) the amount equal to the product of (1) two and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus; and (B) a lump sum payment equal to the present value of the continuation, for two years after the Executive’s Date of Termination or such longer period as may be provided by the terms of the appropriate plan, program or policy, of benefits to the Executive and/or the Executive’s family that are at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(iv) in effect on the Date of TerminationAccrued Obligations; (ii) the Company shall, at its sole expense as incurred, with a lump sum severance payment made directly equal to the provider of services, provide the Executive with outplacement services directly related to one (1) times Executive’s annual salary in effect on the termination date (without regard to any reduction in salary referred to in clause (ii) of the Executive’s services for the Company with the Company having payment approvaldefinition of Good Reason), in its sole discretion, for reasonable services for a limited period. The limited period of time for which shall be paid to Executive within ten (10) business days following such expenses may be incurred does not include periods beyond the last day of the second calendar year following the calendar year in which the Executive’s Date of Termination occurred, provided that the period during which the reimbursements for such expenses must be made may not extend beyond the third calendar year of the Executive’s Date of Terminationtermination; and (iii) continuation of health and other welfare benefits (including life, accident and disability benefits) to Executive and her spouse and dependents under the Benefit Plans in which they participated on the date of Executive’s termination, for twelve (12) months following the date of Executive’s termination on substantially the same terms and conditions (including contributions by Executive) as in effect immediately prior to Executive’s termination; provided, that the Company’s obligation to provide such health or other welfare benefit shall cease with respect to such benefit at the time Executive becomes eligible to participate in a group plan of another employer providing comparable benefits in the aggregate. To the extent that the health and other welfare benefits referred to in clause (iii) above cannot theretofore paid be provided after termination of employment under applicable law or providedthe terms of the Benefit Plans then in effect (and cannot be provided through the Company’s paying the applicable premium for Executive under COBRA), the Company shall timely pay or to Executive such amount as is necessary to provide Executive, on an after-tax basis, with an amount equal to the cost of acquiring, for Executive any and her spouse and dependents, (on a non-group basis) those health and other amounts or welfare benefits required that would otherwise be lost to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement and her spouse and dependents as a result of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)Executive’s termination.

Good Reason; Without Cause. If, during the Employment Period, the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good Reason, subject to the execution and nonrevocation by the Executive of a release of claims agreement (the “Release”) in the form provided by the Company within the time period specified by the Company, which shall not exceed [45] 45 days following the Date of Termination, and provided that the Executive has complied in all material respects with the terms and conditions of the Release, the Company shall provide the Executive with the payments and benefits set forth below. (i) the Company shall pay to the Executive in a lump sum in cash on the sixtieth (60th) day following the Date of Termination the aggregate of the following amounts: (A) the amount equal to the product of (1) two [X] and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus; and (B) a lump sum payment equal to the present value of the continuation, for two [X] years after the Executive’s Date of Termination or such longer period as may be provided by the terms of the appropriate plan, program or policy, of benefits to the Executive and/or the Executive’s family that are at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(iv) in effect on the Date of Termination; (ii) the Company shall, at its sole expense as incurred, with payment made directly to the provider of services, provide the Executive with outplacement services directly related to the termination of the Executive’s services for the Company with the Company having payment approval, in its sole discretion, for reasonable services for a limited period. The limited period of time for which such expenses may be incurred does not include periods beyond the last day of the second calendar year following the calendar year in which the Executive’s Date of Termination occurred, provided that the period during which the reimbursements for such expenses must be made may not extend beyond the third calendar year of the Executive’s Date of Termination; and (iii) 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 and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).