Common use of Termination and Resignation Clause in Contracts

Termination and Resignation. Involuntary Termination – Either by the Corporation Without Cause or By the Executive for Good Reason 2.01 If the Executive incurs an involuntary termination from employment with the Corporation on account of a termination by the Corporation without Cause or by the Executive for Good Reason, then, in addition to any benefits or compensation accrued, earned and due to the Executive but not yet paid as of the date that is designated by the Corporation or the Executive, as applicable, as the last day of the Executive’s employment or term of office with the Corporation (the “Termination Date”), the Executive shall be eligible for the severance payments and benefits as described in this Section 2.01; provided that (i) the Executive continues to comply with the Restrictive Covenants (as defined below); and (ii) the Executive executes, and does not revoke, a written waiver and release of all claims, demands and causes of action against the Corporation and related parties in a form prescribed by the Corporation, as limited by Section 2.08 (“Release”): (a) The Executive shall be paid a lump sum severance payment within 60 days of the Executive’s Termination Date, equal to two (2) times the Executive’s base salary (calculated using the Executive’s annual base salary in the year in which the Executive’s Termination Date occurs) plus two (2) times the Executive’s target level of annual incentive compensation under the Short Term Incentive Plan (as defined in Section 3.01.B below) for the fiscal year prior to the fiscal year in which the Executive’s Termination Date occurs; provided that if the Executive’s termination occurs in 2008 or 2009, the foregoing calculation shall be made using the Executive’s 2008 guaranteed bonus amount; (b) The Executive shall be entitled to a pro-rated portion of the Executive’s target level of annual incentive compensation under the Short Term Incentive Plan for the fiscal year in which the Executive’s Termination Date occurs, based on the number of months (rounded to the next highest number for a partial month) of the fiscal year elapsed prior to the Executive’s Termination Date and calculated and paid in accordance with the terms of the Short Term Incentive Plan; and (c) Until the earlier of (i) the end of the two (2) year period following the Executive’s Termination Date, or (ii) the date, or dates, the Executive is eligible to receive benefits under the same type of plan of a subsequent employer (the “Benefit Period”), the Corporation shall pay to the Executive a monthly payment on the first payroll date of each month equal to the COBRA cost of continued medical and dental coverage for the Executive and the Executive’s covered dependents under the medical and dental plans of the Corporation pursuant to section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), less the amount that the Executive would be required to contribute for medical and dental coverage if the Executive were an active employee. These payments shall commence on the Corporation’s first payroll date after the Executive’s Termination Date and shall continue until the end of the Benefit Period (but not longer than the Benefit Period). (d) On or after the first anniversary of this Agreement, if the Executive’s termination or resignation, as applicable, under this Section 2.01 occurs within the twelve (12) month period following a Change in Control (as defined in Section 2.06(b)), any unvested equity compensation awards held by the Executive as of his Termination Date shall automatically accelerate and become one hundred percent (100%) vested and, as applicable, exercisable, as of the Executive’s Termination Date; provided that any unvested equity compensation awards that vest based upon the attainment of performance criteria shall remain subject to the attainment of such performance criteria, unless the Board determines otherwise in accordance with the terms of the Equity Compensation Plan (as defined below) (or any successor plan thereto).

Termination and Resignation. Involuntary Termination – - Either by the By The Corporation Without Cause or By the The Executive for For Good Reason 2.01 3.01 If the Executive incurs an involuntary termination from employment with the Corporation on account of a termination by the Corporation without Cause or by the Executive for Good Reason, then, in addition to any benefits or compensation accrued, earned and due to the Executive but not yet paid as of the date that is designated by the Corporation or the Executive, as applicable, as the last day of the Executive’s employment or term of office with the Corporation (the “Termination Date”), the Executive shall will be eligible for the severance payments and benefits as described in this Section 2.013.01; provided that (i) the Executive continues to comply with the Restrictive Covenants (as defined below); and (ii) the Executive executes, and does not revoke, a written waiver and release of all claims, demands and causes of action against the Corporation and related parties in a form prescribed by the Corporation, as limited by Section 2.08 3.09 (“Release”): (a) The Executive shall will be paid a lump sum severance payment within 60 days of the Executive’s Termination Date, equal to two one (21) times the Executive’s base salary (calculated using the Executive’s highest annual base salary in the year in which three years prior to the Executive’s Termination Date occursDate) plus two one (21) times the Executive’s target level of annual incentive compensation under the Short Term Incentive Plan (as defined in Section 3.01.B below) for the fiscal year prior to the fiscal year in which the Executive’s Termination Date occurs; provided that if the Executive’s termination occurs in 2008 or 2009, the foregoing calculation shall be made using the Executive’s 2008 guaranteed bonus amount; (b) The Executive shall will be entitled to a pro-rated portion of the Executive’s target level of annual incentive compensation under the Short Term Incentive Plan () for the fiscal year in which the Executive’s Termination Date occurs, based on the number of months (rounded to the next highest number for a partial month) of the fiscal calendar year elapsed prior to the Executive’s Termination Date and calculated and paid in accordance with the terms of the Corporation’s Short Term Incentive Plan; and (c) Until the earlier of (i) the end of the two one (21) year period following the Executive’s Termination Date, or (ii) the date, or dates, the Executive is eligible to receive benefits under the same type of plan of a subsequent employer (the “Benefit Period”), the Corporation shall will pay to the Executive a monthly payment on the first payroll date of each month equal to the COBRA cost of continued medical medial and dental coverage for the Executive and the Executive’s covered dependents under the medical and dental plans of the Corporation pursuant to section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), less the amount that the Executive would be required to contribute for medical and dental coverage if the Executive were an active employee. These payments shall will commence on the Corporation’s first payroll date after the Executive’s Termination Date and shall will continue until the end of the Benefit Period (but not longer than the Benefit Period). (d) On or after the first anniversary of this Agreement, if the Executive’s termination or resignation, as applicable, under this Section 2.01 occurs within the twelve (12) month period following a Change in Control (as defined in Section 2.06(b)), any unvested equity compensation awards held by the Executive as of his Termination Date shall automatically accelerate and become one hundred percent (100%) vested and, as applicable, exercisable, as of the Executive’s Termination Date; provided that any unvested equity compensation awards that vest based upon the attainment of performance criteria shall remain subject to the attainment of such performance criteria, unless the Board determines otherwise in accordance with the terms of the Equity Compensation Plan (as defined below) (or any successor plan thereto).

Termination and Resignation. Involuntary Termination – - Either by the By The Corporation Without Cause or By the The Executive for For Good Reason 2.01 3.01 If the Executive incurs an involuntary termination from employment with the Corporation on account of a termination by the Corporation without Cause or by the Executive for Good Reason, then, in addition to any benefits or compensation accrued, earned and due to the Executive but not yet paid as of the date that is designated by the Corporation or the Executive, as applicable, as the last day of the Executive’s employment or term of office with the Corporation (the “Termination Date”), the Executive shall will be eligible for the severance payments and benefits as described in this Section 2.013.01; provided that (i) the Executive continues to comply with the Restrictive Covenants (as defined below); and (ii) the Executive executes, and does not revoke, a written waiver and release of all claims, demands and causes of action against the Corporation and related parties in a form prescribed by the Corporation, as limited by Section 2.08 3.09 (“Release”): (a) The Executive shall will be paid a lump sum severance payment within 60 days of the Executive’s Termination Date, equal to two one (21) times the Executive’s base salary (calculated using the Executive’s highest annual base salary in the year in which three years prior to the Executive’s Termination Date occursDate) plus two one (21) times the Executive’s target level of annual incentive compensation under the Short Term Incentive Plan (as defined in Section 3.01.B below) for the fiscal year prior to the fiscal year in which the Executive’s Termination Date occurs; provided that if the Executive’s termination occurs in 2008 or 2009, the foregoing calculation shall be made using the Executive’s 2008 guaranteed bonus amount; (b) The Executive shall will be entitled to a pro-rated portion of the Executive’s target level of annual incentive compensation under the Short Term Incentive Plan for the fiscal year in which the Executive’s Termination Date occurs, based on the number of months (rounded to the next highest number for a partial month) of the fiscal calendar year elapsed prior to the Executive’s Termination Date and calculated and paid in accordance with the terms of the Corporation’s Short Term Incentive Plan; and (c) Until the earlier of (i) the end of the two one (21) year period following the Executive’s Termination Date, or (ii) the date, or dates, the Executive is eligible to receive benefits under the same type of plan of a subsequent employer (the “Benefit Period”), the Corporation shall will pay to the Executive a monthly payment on the first payroll date of each month equal to the COBRA cost of continued medical medial and dental coverage for the Executive and the Executive’s covered dependents under the medical and dental plans of the Corporation pursuant to section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), less the amount that the Executive would be required to contribute for medical and dental coverage if the Executive were an active employee. These payments shall will commence on the Corporation’s first payroll date after the Executive’s Termination Date and shall will continue until the end of the Benefit Period (but not longer than the Benefit Period). (d) On or after the first anniversary of this Agreement, if the Executive’s termination or resignation, as applicable, under this Section 2.01 occurs within the twelve (12) month period following a Change in Control (as defined in Section 2.06(b)), any unvested equity compensation awards held by the Executive as of his Termination Date shall automatically accelerate and become one hundred percent (100%) vested and, as applicable, exercisable, as of the Executive’s Termination Date; provided that any unvested equity compensation awards that vest based upon the attainment of performance criteria shall remain subject to the attainment of such performance criteria, unless the Board determines otherwise in accordance with the terms of the Equity Compensation Plan (as defined below) (or any successor plan thereto).

Termination and Resignation. Involuntary Termination – - Either by the By The Corporation Without Cause or By the The Executive for For Good Reason 2.01 3.01 If the Executive incurs an involuntary termination from employment with the Corporation on account of a termination by the Corporation without Cause or by the Executive for Good Reason, then, in addition to any benefits or compensation accrued, earned and due to the Executive but not yet paid as of the date that is designated by the Corporation or the Executive, as applicable, as the last day of the Executive’s employment or term of office with the Corporation (the “Termination Date”), the Executive shall will be eligible for the severance payments and benefits as described in this Section 2.013.01; provided that (i) the Executive continues to comply with the Restrictive Covenants (as defined below); and (ii) the Executive executes, and does not revoke, a written waiver and release of all claims, demands and causes of action against the Corporation and related parties in a form prescribed by the Corporation, as limited by Section 2.08 3.09 (“Release”): (a) The Executive shall will be paid a lump sum severance payment within 60 days of the Executive’s Termination Date, equal to two one (21) times the Executive’s base salary (calculated using the Executive’s highest annual base salary in the year in which three years prior to the Executive’s Termination Date occursDate) plus two one (21) times the Executive’s target level of annual incentive compensation under the Short Term Incentive Plan (as defined in Section 3.01.B below) for the fiscal year prior to the fiscal year in which the Executive’s Termination Date occurs; provided that if the Executive’s termination occurs in 2008 or 2009, the foregoing calculation shall be made using the Executive’s 2008 guaranteed bonus amount; (b) The Executive shall will be entitled to a pro-rated portion of the Executive’s target level of annual incentive compensation under the Short Term Incentive Plan for the fiscal year in which the Executive’s Termination Date occurs, based on the number of months (rounded to the next highest number for a partial month) of the fiscal calendar year elapsed prior to the Executive’s Termination Date and calculated and paid in accordance with the terms of the Corporation’s Short Term Incentive Plan; and (c) Until the earlier of (i) the end of the two one (21) year period following the Executive’s Termination Date, or (ii) the date, or dates, the Executive is eligible to receive benefits under the same type of plan of a subsequent employer (the “Benefit Period”), the Corporation shall will pay to the Executive a monthly payment on the first payroll date of each month equal to the COBRA cost of continued medical medial and dental coverage for the Executive and the Executive’s covered dependents under the medical and dental plans of the Corporation pursuant to section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), less the amount that the Executive would be required to contribute for medical and dental coverage if the Executive were an active employee. These payments shall will commence on the Corporation’s first payroll date after the Executive’s Termination Date and shall will continue until the end of the Benefit Period (but not longer than the Benefit Period). (d) On or after the first anniversary of this Agreement, if the Executive’s termination or resignation, as applicable, under this Section 2.01 occurs within the twelve (12) month period following a Change in Control (as defined in Section 2.06(b)), any unvested equity compensation awards held by the Executive as of his Termination Date shall automatically accelerate and become one hundred percent (100%) vested and, as applicable, exercisable, as of the Executive’s Termination Date; provided that any unvested equity compensation awards that vest based upon the attainment of performance criteria shall remain subject to the attainment of such performance criteria, unless the Board determines otherwise in accordance with the terms of the Equity Compensation Plan (as defined below) (or any successor plan thereto).

Termination and Resignation. Involuntary Termination – - Either by the By The Corporation Without Cause or By the The Executive for For Good Reason 2.01 3.01 If the Executive incurs an involuntary termination from employment with the Corporation on account of a termination by the Corporation without Cause or by the Executive for Good Reason, then, in addition to any benefits or compensation accrued, earned and due to the Executive but not yet paid as of the date that is designated by the Corporation or the Executive, as applicable, as the last day of the Executive’s employment or term of office with the Corporation (the “Termination Date”), the Executive shall will be eligible for the severance payments and benefits as described in this Section 2.013.01; provided that (i) the Executive continues to comply with the Restrictive Covenants (as defined below); and (ii) the Executive executes, and does not revoke, a written waiver and release of all claims, demands and causes of action against the Corporation and related parties in a form prescribed by the Corporation, as limited by Section 2.08 3.09 (“Release”): (a) The Executive shall will be paid a lump sum severance payment within 60 days of the Executive’s Termination Date, equal to two one (21) times the Executive’s base salary (calculated using the Executive’s highest annual base salary in the year in which three years prior to the Executive’s Termination Date occursDate) plus two one (21) times the Executive’s target level of annual incentive compensation under the Short Term Incentive Plan (as defined in Section 3.01.B below) for the fiscal year prior to the fiscal year in which the Executive’s Termination Date occurs; provided that if the Executive’s termination occurs in 2008 or 2009, the foregoing calculation shall be made using the Executive’s 2008 guaranteed bonus amount; (b) The Executive shall will be entitled to a pro-rated portion of the Executive’s target level of annual incentive compensation under the Short Term Incentive Plan for the fiscal year in which the Executive’s Termination Date occurs, based on the number of months (rounded to the next highest number for a partial month) of the fiscal calendar year elapsed prior to the Executive’s Termination Date and calculated and paid in accordance with the terms of the Corporation’s Short Term Incentive Plan; and (c) Until To the earlier of (i) extent the end of Executive has not secured alternative extended health and dental benefits coverage from a new employer, the two (2) year period following Corporation will continue to pay for the Executive’s Termination Date, or (ii) the date, or dates, the Executive is eligible to receive extended health and dental benefits under coverage on the same type of plan of a subsequent employer (the “Benefit Period”), basis as the Corporation shall pay to pays for the Executive a monthly payment on the first payroll date of each month equal to the COBRA cost of continued extended medical and dental coverage for the Executive and the Executive’s covered dependents under the medical and dental plans of the Corporation pursuant active employees for up to section 4980B of the Internal Revenue Code of 1986, as amended one (the “Code”), less the amount that the Executive would be required to contribute for medical and dental coverage if the Executive were an active employee. These payments shall commence on the Corporation’s first payroll date after the Executive’s Termination Date and shall continue until the end of the Benefit Period (but not longer than the Benefit Period)1) year. (d) On or after the first anniversary of this Agreement, if the Executive’s termination or resignation, as applicable, under this Section 2.01 occurs within the twelve (12) month period following a Change in Control (as defined in Section 2.06(b)), any unvested equity compensation awards held by the Executive as of his Termination Date shall automatically accelerate and become one hundred percent (100%) vested and, as applicable, exercisable, as of the Executive’s Termination Date; provided that any unvested equity compensation awards that vest based upon the attainment of performance criteria shall remain subject to the attainment of such performance criteria, unless the Board determines otherwise in accordance with the terms of the Equity Compensation Plan (as defined below) (or any successor plan thereto).

Termination and Resignation. Involuntary Termination – - Either by the By The Corporation Without Cause or By the The Executive for For Good Reason 2.01 3.01 If the Executive incurs an involuntary termination from employment with the Corporation on account of a termination by the Corporation without Cause or by the Executive for Good Reason, then, in addition to any benefits or compensation accrued, earned and due to the Executive but not yet paid as of the date that is designated by the Corporation or the Executive, as applicable, as the last day of the Executive’s employment or term of office with the Corporation (the “Termination Date”), the Executive shall will be eligible for the severance payments and benefits as described in this Section 2.013.01; provided that (i) the Executive continues to comply with the Restrictive Covenants (as defined below); and (ii) the Executive executes, and does not revoke, a written waiver and release of all claims, demands and causes of action against the Corporation and related parties in a form prescribed by the Corporation, as limited by Section 2.08 3.09 (“Release”):); (a) The Executive shall will be paid a lump sum severance payment within 60 days of the Executive’s Termination Date, equal to two one (21) times the Executive’s base salary (calculated using the Executive’s highest annual base salary in the year in which three years prior to the Executive’s Termination Date occursDate) plus two one (21) times the Executive’s target level of annual incentive compensation under the Short Term Incentive Plan (as defined in Section 3.01.B below) for the fiscal year prior to the fiscal year in which the Executive’s Termination Date occurs; provided that if the Executive’s termination occurs in 2008 or 2009, the foregoing calculation shall be made using the Executive’s 2008 guaranteed bonus amount; (b) The Executive shall will be entitled to a pro-rated portion of the Executive’s target level of annual incentive compensation under the Short Term Incentive Plan for the fiscal year in which the Executive’s Termination Date occurs, based on the number of months (rounded to the next highest number for a partial month) of the fiscal calendar year elapsed prior to the Executive’s Termination Date and calculated and paid in accordance with the terms of the Corporation’s Short Term Incentive Plan; and (c) Until the earlier of (i) the end of the two one (21) year period following the Executive’s Termination Date, or (ii) the date, or dates, the Executive is eligible to receive benefits under the same type of plan of a subsequent employer (the “Benefit Period”), the Corporation shall will pay to the Executive a monthly payment on the first payroll date of each month equal to the COBRA cost of continued medical medial and dental coverage for the Executive and the Executive’s covered dependents under the medical and dental plans of the Corporation pursuant to section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), less the amount that the Executive would be required to contribute for medical and dental coverage if the Executive were an active employee. These payments shall will commence on the Corporation’s first payroll date after the Executive’s Termination Date and shall will continue until the end of the Benefit Period (but not longer than the Benefit Period). (d) On or after the first anniversary of this Agreement, if the Executive’s termination or resignation, as applicable, under this Section 2.01 occurs within the twelve (12) month period following a Change in Control (as defined in Section 2.06(b)), any unvested equity compensation awards held by the Executive as of his Termination Date shall automatically accelerate and become one hundred percent (100%) vested and, as applicable, exercisable, as of the Executive’s Termination Date; provided that any unvested equity compensation awards that vest based upon the attainment of performance criteria shall remain subject to the attainment of such performance criteria, unless the Board determines otherwise in accordance with the terms of the Equity Compensation Plan (as defined below) (or any successor plan thereto).