Common use of Other than Cause or Death or Disability Clause in Contracts

Other than Cause or Death or Disability. (a) If, during the term of this Agreement, (i) the Company terminates the Executive’s employment for any reason other than Cause or death or Disability, or (ii) the Executive terminates his employment hereunder with Good Reason (as defined below), the Executive’s employment shall terminate and the Executive shall be entitled to receive the following: (x) an amount equal to the Contract Balance (as defined below) in one lump sum, such amount to be payable (subject to Section X-B) within ten (10) business days following the date the release referred to below in this Section IV-D-3(a) becomes irrevocable under applicable law and in all events not later than the end of the month following the month in which the Executive’s Separation from Service (as such term is defined in Section IV-D-3(g) below) occurs; and (y) the Accrued Obligations as of the date of termination of employment. Any payment made pursuant to this Section IV-D-3(a) shall be reduced by all amounts required to be withheld by applicable law, and with respect to the payment referred to in the foregoing clause (x), shall only be made in exchange for the execution and delivery to the Company within 21 days of the termination of the Executive’s employment (or such longer period as may be required under applicable law) of a valid release of all claims the Executive may have against the Company in the form attached hereto as Exhibit A (which may be modified only to the extent necessary to reflect developments in applicable law that would jeopardize enforceability of such release unless the modifications are not made) and not revoking such release within any revocation period provided under applicable law. Such payment shall constitute the sole and entire obligation of the Company to provide any compensation or benefits to the Executive upon termination, except for obligations under the Company’s 401(k) Savings Plan, obligations pursuant to the terms of any outstanding stock option agreements, and the Company’s obligations to make payments required to be made under any other incentive compensation plan.

Other than Cause or Death or Disability. (a) If, during the term of this Agreement, (i) the Company terminates the Executive’s 's employment for any reason other than Cause or death or Disability, or (ii) the Executive terminates his employment hereunder with Good Reason (as defined below), the Executive’s 's employment shall terminate and the Executive shall be entitled to receive the following: (x1) an amount equal to the Contract Balance (as defined below) in one lump sumsum upon such termination of his employment; and (2) in exchange for the post-termination covenants provided in the Nondisclosure and Noncompetition Agreement attached hereto as Exhibit A (the "Nondisclosure Agreement"), such amount to be payable (subject to the payments described in Section X-B3(b) within ten (10) business days following of the date the release referred to below Nondisclosure Agreement. Nothing in this Section IV-D-3(a) becomes irrevocable under applicable law and in all events not later than shall be deemed to create a presumption concerning the end reason for the termination of the month following the month in which the Executive’s Separation from Service (as such term is defined in Section IV-D-3(g) below) occurs; and (y) the Accrued Obligations as of the date of termination of 's employment. Any payment made pursuant to this Section IV-D-3(a) shall be reduced by all amounts required to be withheld by applicable law, and with respect to the payment referred to in the foregoing clause (x), shall only be made in exchange for the execution and delivery to the Company within 21 days of the termination of the Executive’s employment (or such longer period as may be required under applicable law) of a valid release of all claims the Executive may have against the Company in the a form attached hereto as Exhibit A (which may be modified only acceptable to the extent necessary to reflect developments in applicable law that would jeopardize enforceability of such release unless the modifications are not made) and not revoking such release within any revocation period provided under applicable lawCompany. Such payment shall constitute the sole and entire obligation of the Company to provide any compensation or benefits to the Executive upon termination, except for obligations under the Company’s 's 401(k) Savings Plan, obligations pursuant to the terms of any outstanding stock option agreements, agreements and the Company’s obligations 's obligation to make provide the benefits required by Section IV-D-3(e) below, and payments required to be made under any other incentive compensation plan, and except that the Company will also pay to the Executive any Accrued Obligations (as defined in Section IV-D-1).

Other than Cause or Death or Disability. (a) If, during the term of this Agreement, (i) the Company terminates the Executive’s employment for any reason other than Cause or death or Disability, or (ii) the Executive terminates his employment hereunder with Good Reason (as defined below), the Executive’s employment shall terminate and the Executive shall be entitled to receive the following: (x1) an amount equal to the Contract Balance (as defined below) in one lump sum, sum upon such amount to be payable (subject to Section X-B) within ten (10) business days following the date the release referred to below in this Section IV-D-3(a) becomes irrevocable under applicable law and in all events not later than the end termination of the month following the month in which the Executive’s Separation from Service (as such term is defined in Section IV-D-3(g) below) occurshis employment; and (y2) the Accrued Obligations as of the date of termination of employment. Any payment made pursuant to this Section IV-D-3(a) shall be reduced by all amounts required to be withheld by applicable law, and with respect to the payment referred to in the foregoing clause (x), shall only be made in exchange for the execution and delivery to the Company within 21 days of the termination of the Executive’s employment (or such longer period as may be required under applicable law) of a valid release of all claims the Executive may have against the Company in the form attached hereto as Exhibit A (which may be modified only to the extent necessary to reflect developments in applicable law that would jeopardize enforceability of such release unless the modifications are not made) and not revoking such release within any revocation period provided under applicable law). Such payment shall constitute the sole and entire obligation of the Company to provide any compensation or benefits to the Executive upon termination, except for obligations under the Company’s 401(k) Savings Plan, obligations pursuant to the terms of any outstanding stock option agreements, and the Company’s obligations to make payments required to be made under any other incentive compensation plan. (b) The term “Good Reason” means (except as set forth below):

Other than Cause or Death or Disability. (a) If, during the term of this Agreement, (i) the i)the Company terminates the Executive’s 's employment for any reason other than Cause or death or Disability, or (ii) the Executive terminates his employment hereunder with Good Reason (as defined below), the Executive’s 's employment shall terminate and the Executive shall be entitled to receive the following: (xi) an amount equal to the Contract Balance Accrued Obligations (as defined belowin Section IV-D-1) as of the date of termination of employment; and (ii) in one lump sumexchange for the post-termination covenants provided in the Nondisclosure and Noncompetition Agreement attached hereto as Exhibit A (the "Nondisclosure Agreement"), such amount to be payable (subject to the payments described in Section X-B3(b) within ten (10) business days following of the date the release referred to below Nondisclosure Agreement. Nothing in this Section IV-D-3(a) becomes irrevocable under applicable law and in all events not later than shall be deemed to create a presumption concerning the end reason for the termination of the month following the month in which the Executive’s Separation from Service (as such term is defined in Section IV-D-3(g) below) occurs; and (y) the Accrued Obligations as of the date of termination of 's employment. Any payment made pursuant to this Section IV-D-3(a) shall be reduced by all amounts required to be withheld by applicable law, and with respect to the payment referred to in the foregoing clause (x), shall only be made in exchange for the execution and delivery to the Company within 21 days of the termination of the Executive’s employment (or such longer period as may be required under applicable law) of a valid release of all claims the Executive may have against the Company in the a form attached hereto as Exhibit A (which may be modified only acceptable to the extent necessary to reflect developments in applicable law that would jeopardize enforceability of such release unless the modifications are not made) and not revoking such release within any revocation period provided under applicable lawCompany. Such payment shall constitute the sole and entire obligation of the Company to provide any compensation or benefits to the Executive upon termination, except for obligations under the Company’s 's 401(k) Savings Plan, obligations pursuant to the terms of any outstanding stock option agreements, the Company's obligation to provide the benefits required by Section IV-D-3(c) below, and the Company’s 's obligations to make payments required to be made under any other incentive compensation plan. (b) The term "Good Reason" means:

Other than Cause or Death or Disability. (a) If, during the term of this Agreement, (i) the Company terminates the Executive’s 's employment for any reason other than Cause or death or Disability, or (ii) the Executive terminates his employment hereunder with Good Reason (as defined below), the Executive’s 's employment shall terminate and the Executive shall be entitled to receive the following: (xi) an amount equal to the Contract Balance Accrued Obligations (as defined belowin Section IV-D-1) as of the date of termination of employment; and (ii) in one lump sumexchange for the post-termination covenants provided in the Nondisclosure and Noncompetition Agreement attached hereto as Exhibit A (the "Nondisclosure Agreement"), such amount to be payable (subject to the payments described in Section X-B3(b) within ten (10) business days following of the date the release referred to below Nondisclosure Agreement. Nothing in this Section IV-D-3(a) becomes irrevocable under applicable law and in all events not later than shall be deemed to create a presumption concerning the end reason for the termination of the month following the month in which the Executive’s Separation from Service (as such term is defined in Section IV-D-3(g) below) occurs; and (y) the Accrued Obligations as of the date of termination of 's employment. Any payment made pursuant to this Section IV-D-3(a) shall be reduced by all amounts required to be withheld by applicable law, and with respect to the payment referred to in the foregoing clause (x), shall only be made in exchange for the execution and delivery to the Company within 21 days of the termination of the Executive’s employment (or such longer period as may be required under applicable law) of a valid release of all claims the Executive may have against the Company in the a form attached hereto as Exhibit A (which may be modified only acceptable to the extent necessary to reflect developments in applicable law that would jeopardize enforceability of such release unless the modifications are not made) and not revoking such release within any revocation period provided under applicable lawCompany. Such payment shall constitute the sole and entire obligation of the Company to provide any compensation or benefits to the Executive upon termination, except for obligations under the Company’s 's 401(k) Savings Plan, obligations pursuant to the terms of any outstanding stock option agreements, the Company's obligation to provide the benefits required by Section IV-D-3(c) below, and the Company’s 's obligations to make payments required to be made under any other incentive compensation plan. (b) The term "Good Reason" means:

Other than Cause or Death or Disability. (a) If, during the term of this Agreement, (i) the Company terminates the Executive’s employment for any reason other than Cause or death or Disability, or (ii) the Executive terminates his employment hereunder with Good Reason (as defined below), the Executive’s employment shall terminate and the Executive shall be entitled to receive the following: (xi) an amount equal to the Contract Balance Accrued Obligations (as defined belowin Section IV-D-1) as of the date of termination of employment; and (ii) in one lump sumexchange for the post-termination covenants provided in the Nondisclosure and Noncompetition Agreement attached hereto as Exhibit A (the “Nondisclosure Agreement”), such amount to be payable (subject to the payments described in Section X-B3(b) within ten (10) business days following of the date the release referred to below Nondisclosure Agreement. Nothing in this Section IV-D-3(a) becomes irrevocable under applicable law and in all events not later than shall be deemed to create a presumption concerning the end reason for the termination of the month following the month in which the Executive’s Separation from Service (as such term is defined in Section IV-D-3(g) below) occurs; and (y) the Accrued Obligations as of the date of termination of employment. Any payment made pursuant to this Section IV-D-3(a) shall be reduced by all amounts required to be withheld by applicable law, and with respect to the payment referred to in the foregoing clause (x), shall only be made in exchange for the execution and delivery to the Company within 21 days of the termination of the Executive’s employment (or such longer period as may be required under applicable law) of a valid release of all claims the Executive may have against the Company in the form attached hereto as Exhibit A B (which may be modified only to the extent necessary to reflect developments in applicable law that would jeopardize enforceability of such release unless the modifications are not made) and not revoking such release within any revocation period provided under applicable law). Such payment shall constitute the sole and entire obligation of the Company to provide any compensation or benefits to the Executive upon termination, except for obligations under the Company’s 401(k) Savings Plan, obligations pursuant to the terms of any outstanding stock option agreements, the Company’s obligation to provide the benefits required by Section IV-D-3(c) below, and the Company’s obligations to make payments required to be made under any other incentive compensation plan. (b) The term “Good Reason” means (except as set forth below):