Common use of Termination by Company without Cause or by Executive for Good Reason Clause in Contracts

Termination by Company without Cause or by Executive for Good Reason. If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason: (i) the Company shall pay to Executive (A) his Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a lump sum cash payment of Two Million Five Hundred Thousand Dollars ($2,500,000), as soon as practicable following the Date of Termination, provided, however, to the extent that the Company would not be able to deduct any portion of such payments pursuant to (S)162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), such portion of the payment, together with accrued interest as provided below, shall be made at the earliest time that such portion first would be deductible by the Company under Code (S)162(m); and provided, further that to the extent that any portion of such payment is deferred as provided in this Section 8(a)(i), such portion shall accrue interest at the rate of 8% per annum from the Date of Termination until the payment is made; (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, and life insurance program in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); and (iii) the Company shall reimburse Executive pursuant to Section 5(e) for reasonable expenses incurred, but not paid prior to such termination of employment; (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v) all stock options and other pension or employment benefits granted to Executive during the Employment Period and more than one year prior to the Date of Termination shall fully vest as of the Date of Termination and all stock options granted before the Employment Period shall fully vest; (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive during the Employment Period, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute and "excess" parachute payment under Section 280G of the Code and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restrictions exceed those calculated without the foregoing restriction:

Termination by Company without Cause or by Executive for Good Reason. If the Executive's employment is terminated by the Company without Cause (other than Disability) or by the Executive for Good Reason: (i) the Company shall pay to Executive the Executive, a sum payment equal to the sum of (A) his Base Salary Salary, all deferred compensation (including deferred, accrued and/or board or compensation committee approved but unaccrued compensation and/or other type of consideration), all payments due pursuant to Section 15 and accrued vacation pay through the Date of Termination, as soon as practicable following (B) two time's the Base Salary during the first year of employment, and three time's the Base Salary thereafter, and (C) the higher of $500,000 or three times the highest Annual Bonus paid with respect to any fiscal year beginning during the Employment Period, with the payment of subclauses (A) and (B) of clause (i) Secton 8 (a) due on or before the Date of Termination, and (B) a lump sum cash the payment of Two Million Five Hundred Thousand Dollars subclause ($2,500,000), as soon as practicable following C) of clause (i) Section 8(a) payable in twelve equal monthly installments beginning on or before the Date of Termination, provided, however, to the extent that the Company would not be able to deduct any portion of such payments pursuant to (S)162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), such portion of the payment, together with accrued interest as provided below, shall be made at the earliest time that such portion first would be deductible by the Company under Code (S)162(m); and provided, further that to the extent that any portion of such payment is deferred as provided in this Section 8(a)(i), such portion shall accrue interest at the rate of 8% per annum from the Date of Termination until the payment is made; (ii) the Company shall maintain in full force continue to provide the Executive and effect, for the continued benefit of Executive, his eligible spouse and his dependents for a period equal to the greater of (A) the remaining term of the Employment Period, or (B) three (3) years following the Date of Termination Termination, the medical, hospitalization, dental, dental and life insurance program programs provided for in which ExecutiveSection 5(f), his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Terminationif he had remained employed; provided, that if the Executive, his spouse or his eligible dependents cannot Xxxxx Xxxxxx Employment Agreement continue to participate in the Company Company's programs providing such benefits, the Company shall arrange to provide Executive, the Executive and his spouse and his dependents with the economic equivalent of such the benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits")programs; and provided, providedfarther, that such Continued Benefits benefits shall terminate on the date or dates the Executive receives substantially becomes eligible to receive equivalent coverage and benefits, without waiting period or pre-existing condition limitations, benefits under the plans and programs of a subsequent employer at an equivalent cost to the Executive (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); and; (iii) the Company shall shall, consistent with past practice, reimburse the Executive pursuant to Section 5(e5(d) for reasonable business expenses incurred, incurred but not paid prior to such termination of employment; (iv) until the third anniversary of the Date of Termination, the Company shall continue to provide the Executive with the benefits set forth in Sections 5(c) and 5(g) hereof; and (v) the Executive shall be entitled to any other rights, compensation and/or benefits as may be due to the Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v; and all unvested options pursuant to Section 5(i) all shall vest immediately and the Executive shall retain rights to exercise such vested options to purchase the Company's common stock options and other pension or employment benefits granted to Executive during until the Employment Period and more than one year prior to tenth anniversary of the the Date of Termination shall fully vest Termination. The payments and benefits provided for as of the Date of Termination and all stock options granted before the Employment Period shall fully vest; subclause (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive during the Employment Period, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(cA) of this Agreement but not the restrictions set forth in Sections 10(aclause (i) and (b)), or to make any investment in competition with the Company and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced above and in clause (iii) Section 8(a) above are hereinafter referred to as the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute and "excess" parachute payment under Section 280G of the Code and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restrictions exceed those calculated without the foregoing restriction:Accrued Obligations".

Termination by Company without Cause or by Executive for Good Reason. If the Executive's employment is terminated by the Company without Cause (other than Disability) or by the Executive for Good Reason: (i) the Company shall pay to Executive the Executive, on or before the Date of Termination, a lump sum payment equal to the sum of (A) his Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a lump sum cash payment three times the Base Salary and (C) the higher of Two Million Five Hundred Thousand Dollars ($2,500,000), as soon as practicable following 5,000,000 or three times the Date of Termination, provided, however, highest Annual Bonus paid with respect to any fiscal year beginning during the extent that the Company would not be able to deduct any portion of such payments pursuant to (S)162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), such portion of the payment, together with accrued interest as provided below, shall be made at the earliest time that such portion first would be deductible by the Company under Code (S)162(m); and provided, further that to the extent that any portion of such payment is deferred as provided in this Section 8(a)(i), such portion shall accrue interest at the rate of 8% per annum from the Date of Termination until the payment is madeEmployment Period; (ii) the Company shall maintain in full force continue to provide the Executive and effect, for the continued benefit of Executive, his her eligible spouse and his dependents for a period equal to the greater of (A) the remaining term of the Employment Period, or (B) three (3) years following the Date of Termination Termination, the medical, hospitalization, dental, dental and life insurance program programs provided for in which ExecutiveSection 5(f), his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Terminationif she had remained employed; provided, that if the Executive, his her spouse or his her eligible dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his the Executive and her spouse and his dependents with the economic equivalent of such the benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits")programs; and provided, providedfurther, that such Continued Benefits benefits shall terminate on the date or dates the Executive receives substantially becomes eligible to receive equivalent coverage and benefits, without waiting period or pre-existing condition limitations, benefits under the plans and programs of a subsequent employer at an equivalent cost to the Executive (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); and; (iii) the Company shall shall, consistent with past practice, reimburse the Executive pursuant to Section 5(e5(d) for reasonable business expenses incurred, incurred but not paid prior to such termination of employment; (iv) until the third anniversary of the Date of Termination, the Company shall continue to provide the Executive with (A) the benefits set forth in Sections 5(c) and (v) the Executive shall be entitled to any other rights, compensation and/or benefits as may be due to the Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v) all stock options and other pension or employment benefits granted to Executive during the Employment Period and more than one year prior to the Date of Termination shall fully vest as of the Date of Termination and all stock options granted before the Employment Period shall fully vest; (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive during the Employment Period, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(cother than any severance-based plan or program). The payments and benefits provided for as subclause (A) of this Agreement but not clause (i) above and in clause (iii) above are hereinafter referred to as the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute and "excess" parachute payment under Section 280G of the Code and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restrictions exceed those calculated without the foregoing restriction:Accrued Obligations".

Termination by Company without Cause or by Executive for Good Reason. If the Executive's employment is terminated by the Company without Cause (other than Disability) or by the Executive for Good Reason: (i) the Company shall pay to Executive the Executive, a sum payment equal to the sum of (A) his Base Salary Salary, all deferred compensation (including deferred, accrued and/or board or compensation committee approved but unaccrued compensation and/or other type of consideration), all payments due pursuant to Section 15 and accrued vacation pay through the Date of Termination, as soon as practicable following (B) two time's the Base Salary during the first year of employment, and three time's the Base Salary thereafter, and (C) the higher of $500,000 or three times the highest Annual Bonus paid with respect to any fiscal year beginning during the Employment Period, with the payment of subclauses (A) and (B) of clause (i) Secton 8 (a) due on or before the Date of Termination, and (B) a lump sum cash the payment of Two Million Five Hundred Thousand Dollars subclause ($2,500,000), as soon as practicable following C) of clause (i) Section 8(a) payable in twelve equal monthly installments beginning on or before the Date of Termination, provided, however, to the extent that the Company would not be able to deduct any portion of such payments pursuant to (S)162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), such portion of the payment, together with accrued interest as provided below, shall be made at the earliest time that such portion first would be deductible by the Company under Code (S)162(m); and provided, further that to the extent that any portion of such payment is deferred as provided in this Section 8(a)(i), such portion shall accrue interest at the rate of 8% per annum from the Date of Termination until the payment is made; (ii) the Company shall maintain in full force continue to provide the Executive and effect, for the continued benefit of Executive, his eligible spouse and his dependents for a period equal to the greater of (A) the remaining term of the Employment Period, or (B) three (3) years following the Date of Termination Termination, the medical, hospitalization, dental, dental and life insurance program programs provided for in which ExecutiveSection 5(f), his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Terminationif he had remained employed; provided, that if the Executive, his spouse or his eligible dependents cannot Rodney M. Bagley Employment Agreement continue to participate in the Company programs xxx Xxxxxxx'x xxograms providing such benefits, the Company shall arrange to provide Executive, the Executive and his spouse and his dependents with the economic equivalent of such the benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits")programs; and provided, providedfarther, that such Continued Benefits benefits shall terminate on the date or dates the Executive receives substantially becomes eligible to receive equivalent coverage and benefits, without waiting period or pre-existing condition limitations, benefits under the plans and programs of a subsequent employer at an equivalent cost to the Executive (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); and; (iii) the Company shall shall, consistent with past practice, reimburse the Executive pursuant to Section 5(e5(d) for reasonable business expenses incurred, incurred but not paid prior to such termination of employment; (iv) until the third anniversary of the Date of Termination, the Company shall continue to provide the Executive with the benefits set forth in Sections 5(c) and 5(g) hereof; and (v) the Executive shall be entitled to any other rights, compensation and/or benefits as may be due to the Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v; and all unvested options pursuant to Section 5(i) all shall vest immediately and the Executive shall retain rights to exercise such vested options to purchase the Company's common stock options and other pension or employment benefits granted to Executive during until the Employment Period and more than one year prior to tenth anniversary of the the Date of Termination shall fully vest Termination. The payments and benefits provided for as of the Date of Termination and all stock options granted before the Employment Period shall fully vest; subclause (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive during the Employment Period, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(cA) of this Agreement but not the restrictions set forth in Sections 10(aclause (i) and (b)), or to make any investment in competition with the Company and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced above and in clause (iii) Section 8(a) above are hereinafter referred to as the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute and "excess" parachute payment under Section 280G of the Code and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restrictions exceed those calculated without the foregoing restriction:Accrued Obligations".

Termination by Company without Cause or by Executive for Good Reason. If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason: (i) within five (5) days following such termination, the Company shall pay to Executive (A) his Base Salary and accrued vacation pay Bonus earned and/or accrued, but unpaid through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a lump sum cash payment pro rata portion of Two Million Five Hundred Thousand Dollars ($2,500,000), as soon as practicable following Executive's annual bonus for the fiscal year in which Executive's Date of Termination, provided, however, to the extent that the Company would not be able to deduct any portion of such payments pursuant Termination occurs in an amount at least equal to (S)162(m1) Executive's target Bonus amount, multiplied by (2) a fraction, the numerator of which is the Internal Revenue Code number of 1986, as amended (days in the "Code"), such portion of the payment, together with accrued interest as provided below, shall be made at the earliest time that such portion first would be deductible by the Company under Code (S)162(m); and provided, further that to the extent that any portion of such payment is deferred as provided fiscal year in this Section 8(a)(i), such portion shall accrue interest at the rate of 8% per annum from which the Date of Termination until occurs through the payment Date of Termination and the denominator of which is made;three hundred sixty-five (365) (the "Pro-Rated Bonus"); and (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, long-term care and life insurance program programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); and; (iii) the Company shall reimburse Executive pursuant to Section 5(e) for any reasonable monthly expenses incurred, but not paid prior to such termination of employment;; and (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v) all stock options and other pension or employment benefits granted to Executive during the Employment Period and more than one year prior to the Date of Termination shall fully vest as of the Date of Termination and all stock options granted before the Employment Period shall fully vest; (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive during the Employment Period, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute and "excess" parachute payment under Section 280G of the Code and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restrictions exceed those calculated without the foregoing restriction:

Termination by Company without Cause or by Executive for Good Reason. If the Executive's employment is terminated by the Company without Cause (other than Disability) or by the Executive for Good Reason: (i) the Company shall pay to Executive the Executive, a sum payment equal to the sum of (A) his Base Salary Salary, all deferred compensation (including deferred, accrued and/or board or compensation committee approved but unaccrued compensation and/or other type of consideration), all payments due pursuant to Section 15 and accrued vacation pay through the Date of Termination, as soon as practicable following (B) two time's the Base Salary during the first year of employment, and three time's the Base Salary thereafter, and (C) the higher of $500,000 or three times the highest Annual Bonus paid with respect to any fiscal year beginning during the Employment Period, with the payment of subclauses (A) and (B) of clause (i) Secton 8 (a) due on or before the Date of Termination, and (B) a lump sum cash the payment of Two Million Five Hundred Thousand Dollars subclause ($2,500,000), as soon as practicable following C) of clause (i) Section 8(a) payable in twelve equal monthly installments beginning on or before the Date of Termination, provided, however, to the extent that the Company would not be able to deduct any portion of such payments pursuant to (S)162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), such portion of the payment, together with accrued interest as provided below, shall be made at the earliest time that such portion first would be deductible by the Company under Code (S)162(m); and provided, further that to the extent that any portion of such payment is deferred as provided in this Section 8(a)(i), such portion shall accrue interest at the rate of 8% per annum from the Date of Termination until the payment is made; (ii) the Company shall maintain in full force continue to provide the Executive and effect, for the continued benefit of Executive, his eligible spouse and his dependents for a period equal to the greater of (A) the remaining term of the Employment Period, or (B) three (3) years following the Date of Termination Termination, the medical, hospitalization, dental, dental and life insurance program programs provided for in which ExecutiveSection 5(f), his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Terminationif he had remained employed; provided, that if the Executive, his spouse or his eligible dependents cannot continue to participate in the Company Company's programs providing such benefits, the Company shall arrange to provide Executive, the Executive and his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); and (iii) the Company shall reimburse Executive pursuant to Section 5(e) for reasonable expenses incurred, but not paid prior to such termination of employment; (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v) all stock options and other pension or employment benefits granted to Executive during the Employment Period and more than one year prior to the Date of Termination shall fully vest as of the Date of Termination and all stock options granted before the Employment Period shall fully vest; (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive during the Employment Period, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute and "excess" parachute payment under Section 280G of the Code and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restrictions exceed those calculated without the foregoing restriction:of

Termination by Company without Cause or by Executive for Good Reason. If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason: (i) within five (5) days following such termination, the Company shall pay to Executive (A) his her Base Salary through the Date of Termination and accrued vacation pay an amount equal to the product of (x) the higher of (i) the Executive's average annual incentive paid or payable under the Company's annual incentive plan (or any comparable predecessor plan) for the last three full fiscal years, including any portion thereof which has been earned but deferred and (ii) the annual incentive paid or payable under the Company's annual incentive plan for the most recently completed fiscal year, including any portion thereof which has been earned but deferred (and annualized if such fiscal year consists of less than twelve full months or if during which the Employee was employed for less than twelve full months), (such higher amount being referred to as the "Highest Annual Incentive"), and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, as soon as practicable following and the Date denominator of Termination, which is 365; (B) any accrued vacation pay (clauses (A) and (B) of this Section 8(a)(i) collectively referred to as the "Accrued Benefits"); and (C) a lump lump-sum cash payment equal to two (2) times the sum of Two Million Five Hundred Thousand Dollars ($2,500,000), as soon as practicable following the Date of Termination, provided, however, to the extent that the Company would not be able to deduct any portion of such payments pursuant to (S)162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), such portion of the payment, together with accrued interest as provided below, shall be made at the earliest time that such portion first would be deductible by the Company under Code (S)162(m)Executive's Base Salary and Highest Annual Incentive; and provided, further that to the extent that any portion of such payment is deferred as provided in this Section 8(a)(i), such portion shall accrue interest at the rate of 8% per annum from the Date of Termination until the payment is made;and (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his her spouse and his her dependents for a period of three two (32) years following the Date of Termination the medical, hospitalization, dental, and life insurance program programs in which Executive, his her spouse and his her dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that that, if Executive, his her spouse or his her dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his her spouse and his her dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that that, such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, coverage or benefit-by-benefit, basis); and (iii) the Company shall reimburse Executive pursuant to Section 5(e) 5 for reasonable expenses incurred, but not paid prior to such termination of employment;; and (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company;; and (v) all stock options and other pension with respect to equity awards granted or employment benefits granted to Executive during the Employment Period and more than one year prior made to the Date Executive, whether before, on or after the Commencement Date, then notwithstanding the terms or conditions of Termination any stock option, stock appreciation right, restricted stock or similar agreements between the Company and Executive to the contrary, and for purposes thereof, such agreements shall fully vest be deemed to be amended in accordance with this Section 8(a)(v) if need be as of the Date of Termination and neither the Company, the Board nor the Committee shall take or assert any position contrary to the foregoing, such that Executive shall vest, as of the Date of Termination, in all rights under such agreements (e.g., stock options granted before that would otherwise vest after the Employment Period Date of Termination) and in the case of stock options, stock appreciation rights or similar awards, thereafter shall fully vest; (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate be permitted to Executive during the Employment Period, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate exercise any and all such rights until the earlier of (i) the third anniversary of the Date of Termination and (ii) the end of the term of such awards (regardless of any termination of employment restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(atherein contained) and (b)), or to make any investment in competition with the Company and shall execute all documents necessary or reasonably requested restricted stock held by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total shall become immediately vested as of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment Date of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute and "excess" parachute payment under Section 280G of the Code and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restrictions exceed those calculated without the foregoing restriction:Termination.

Termination by Company without Cause or by Executive for Good Reason. If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason: (i) the Company shall pay to Executive (A) his Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and to Executive (B) a lump sum cash payment of Two Million Five Hundred Thousand Dollars ($2,500,000), as soon as practicable following the Date of Termination, ; provided, however, to the extent that the Company would not be able to deduct any portion of such payments payment pursuant to (S)162(mSection 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), such portion of the payment, together with accrued interest as provided below, shall be made at the earliest time that such portion first would be deductible by the Company under Code (S)162(mSection 162(m); and provided, further that to the extent that any portion of such payment is deferred as provided in this Section 8(a)(i), such portion shall accrue interest at the rate of 8% per annum from the Date of Termination until the payment is made; (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, and life insurance program programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); and (iii) the Company shall reimburse Executive pursuant to Section 5(e) for reasonable expenses incurred, but not paid prior to such termination of employment; (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v) all stock options and other pension or employment benefits granted to Executive during the Employment Period and more than one year prior to the Date of Termination shall fully vest as of the Date of Termination and all stock options granted before the Employment Period shall also fully vest; (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive during the Employment Period, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute and an "excess" parachute payment under Section 280G of the Code and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restrictions restriction exceed those calculated without the foregoing restriction:.

Termination by Company without Cause or by Executive for Good Reason. If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason: (i) within five (5) days following such termination, the Company shall pay to Executive (A) his Base Salary Salary, Bonus and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a lump lump-sum cash payment of Two Million Five Hundred Thousand Dollars equal to seven ($2,500,000), as soon as practicable following the Date of Termination, provided, however, to the extent that the Company would not be able to deduct any portion of such payments pursuant to (S)162(m7) of the Internal Revenue Code of 1986, as amended times (the "CodeSeverance Multiple")) the sum of Executive's Base Salary and highest Bonus paid to Executive in the three year period preceding such termination (including, such portion for this purpose, any and all bonuses paid to Executive prior to the date of the payment, together with accrued interest as provided below, shall be made at the earliest time that such portion first would be deductible by the Company under Code (S)162(mthis Agreement); and provided, further that to the extent that any portion that, for purposes of such payment is deferred as provided in this Section 8(a)(i), such portion Executive's Bonus shall accrue interest at the rate of 8% per annum from the Date of Termination until the payment is made;be deemed to be no less than $3,000,000; and (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of three seven (37) years following the Date of Termination the medical, hospitalization, dental, and life insurance program programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that that, if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that that, such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, coverage or benefit-by-benefit, basis); and (iii) the Company shall reimburse Executive pursuant to Section 5(e) 5 for reasonable expenses incurred, but not paid prior to such termination of employment;; and (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company;; and (v) all stock options and other pension or employment benefits granted to Executive during the Employment Period and more than one year prior to the Date of Termination shall fully vest as As of the Date of Termination and all stock options granted before the Employment Period Termination, Executive shall fully vest;be granted, in Executive's sole discretion, either: (viA) a stock option to acquire 1,000,000 shares of the Company Company's common stock ("Termination Option") under the following conditions, (1) except as provided below, the Termination Option shall forgive be granted under and cancel all loans made by subject to the Company or any Affiliate to Executive during the Employment PeriodCompany's stock option plan, if any, available and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent that the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute and "excess" parachute payment under Section 280G of the Code and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(aeligible for a grant thereunder; (2) the exercise price per share of the Code, but only if Executive determines that Termination Option shall be equal to the after-tax value last reported sale price of the termination benefits calculated with Company's common stock on the foregoing restrictions exceed those calculated without New York Stock Exchange (or such other principal trading market for the foregoing restriction:Company's common stock) at the close of the trading day immediately preceding the Date of Termination;

Termination by Company without Cause or by Executive for Good Reason. If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason: (i) within five (5) days following such termination, the Company shall pay to Executive (A) his Base Salary Salary, Bonus and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a lump lump-sum cash payment of Two Million Five Hundred Thousand Dollars equal to seven ($2,500,000), as soon as practicable following the Date of Termination, provided, however, to the extent that the Company would not be able to deduct any portion of such payments pursuant to (S)162(m7) of the Internal Revenue Code of 1986, as amended times (the "CodeSeverance Multiple")) the sum of Executive's Base Salary and highest Bonus paid to Executive in the three year period preceding such termination (including, such portion for this purpose, any and all bonuses paid to Executive prior to the date of the payment, together with accrued interest as provided below, shall be made at the earliest time that such portion first would be deductible by the Company under Code (S)162(mthis Agreement); and provided, further that to the extent that any portion that, for purposes of such payment is deferred as provided in this Section 8(a)(i), such portion Executive's Bonus shall accrue interest at the rate of 8% per annum from the Date of Termination until the payment is made;be deemed to be no less than $1,000,000; and (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of three seven (37) years following the Date of Termination the medical, hospitalization, dental, and life insurance program programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that that, if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that that, such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, coverage or benefit-by-benefit, basis); and (iii) the Company shall reimburse Executive pursuant to Section 5(e) 5 for reasonable expenses incurred, but not paid prior to such termination of employment;; and (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company;; and (v) all stock options and other pension or employment benefits granted to Executive during the Employment Period and more than one year prior to the Date of Termination shall fully vest as As of the Date of Termination and all stock options granted before the Employment Period Termination, Executive shall fully vest;be granted, in Executive's sole discretion, either: (viA) a stock option to acquire 1,000,000 shares of the Company Company's common stock ("Termination Option") under the following conditions, (1) except as provided below, the Termination Option shall forgive be granted under and cancel all loans made by subject to the Company or any Affiliate to Executive during the Employment PeriodCompany's stock option plan, if any, available and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent that the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute and "excess" parachute payment under Section 280G of the Code and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(aeligible for a grant thereunder; (2) the exercise price per share of the Code, but only if Executive determines that Termination Option shall be equal to the after-tax value last reported sale price of the termination benefits calculated with the foregoing restrictions exceed those calculated without the foregoing restriction:Company's common stock on

Termination by Company without Cause or by Executive for Good Reason. If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason: (i) within five (5) days following such termination, the Company shall pay to Executive (A) his Base Salary Salary, Bonus and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a lump lump-sum cash payment of Two Million Five Hundred Thousand Dollars equal to seven ($2,500,000), as soon as practicable following the Date of Termination, provided, however, to the extent that the Company would not be able to deduct any portion of such payments pursuant to (S)162(m7) of the Internal Revenue Code of 1986, as amended times (the "CodeSeverance Multiple")) the sum of Executive's Base Salary and highest Bonus paid to Executive in the three year period preceding such termination (including, such portion for this purpose, any and all bonuses paid to Executive prior to the date of the payment, together with accrued interest as provided below, shall be made at the earliest time that such portion first would be deductible by the Company under Code (S)162(mthis Agreement); and provided, further that to the extent that any portion that, for purposes of such payment is deferred as provided in this Section 8(a)(i), such portion Executive's Bonus shall accrue interest at the rate of 8% per annum from the Date of Termination until the payment is made;be deemed to be no less than $1,000,000; and (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of three seven (37) years following the Date of Termination the medical, hospitalization, dental, and life insurance program programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that that, if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that that, such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, coverage or benefit-by-benefit, basis); and (iii) the Company shall reimburse Executive pursuant to Section 5(e) 5 for reasonable expenses incurred, but not paid prior to such termination of employment;; and (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company;; and (v) all stock options and other pension or employment benefits granted to Executive during the Employment Period and more than one year prior to the Date of Termination shall fully vest as As of the Date of Termination and all stock options granted before the Employment Period Termination, Executive shall fully vest;be granted, in Executive's sole discretion, either: (viA) a stock option to acquire 1,000,000 shares of the Company Company's common stock ("Termination Option") under the following conditions, (1) except as provided below, the Termination Option shall forgive be granted under and cancel all loans made by subject to the Company or any Affiliate to Executive during the Employment PeriodCompany's stock option plan, if any, available and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent that the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute and "excess" parachute payment under Section 280G of the Code and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(aeligible for a grant thereunder; (2) the exercise price per share of the Code, but only if Executive determines that Termination Option shall be equal to the after-tax value last reported sale price of the termination benefits calculated with Company's common stock on the foregoing restrictions exceed those calculated without New York Stock Exchange (or such other principal trading market for the foregoing restriction:Company's

Termination by Company without Cause or by Executive for Good Reason. If the Executive's ’s employment is terminated by the Company without Cause (other than Disability) or by the Executive for Good Reason: (i) the Company shall pay to Executive (A) his the Executive, in addition to Base Salary and reimbursements earned or accrued vacation pay through by Executive as of the Date date of Terminationtermination, as soon as practicable following the Date of Termination, and (B) a lump sum cash payment of Two Million Five Hundred Thousand Dollars ($2,500,000), as soon as practicable following the Date of Termination, provided, however, an aggregate amount equal to the extent that the Company would not be able to deduct any portion of such payments pursuant to (S)162(m) of the Internal Revenue Code of 1986Executive’s then-current Base Salary, as amended (the "Code"), such portion of the payment, together with accrued interest as provided below, which amount shall be made at paid on a monthly basis over the earliest time that such portion first would be deductible by the Company under Code course of twelve (S)162(m); and provided, further that to the extent that any portion 12) months following his date of such payment is deferred as provided in this Section 8(a)(i), such portion shall accrue interest at the rate of 8% per annum from the Date of Termination until the payment is made;termination. (ii) the Company shall maintain in full force continue to provide the Executive and effect, for the continued benefit of Executive, his eligible spouse and his dependents for a period of three equal to one (31) years year following the Date of Termination Termination, the medicalmedical and welfare programs then provided for in Section 5(e), hospitalization, dental, and life insurance program in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Terminationif he had remained employed; provided, that if the Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, the Executive and his spouse and his dependents with the economic equivalent of such the benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits")programs; and provided, providedfurther, that such Continued Benefits benefits shall terminate on the date or dates the Executive receives substantially becomes eligible to receive equivalent coverage and benefits, without waiting period or pre-existing condition limitations, benefits under the plans and programs of a subsequent employer at an equivalent cost to the Executive (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); (iii) until the third anniversary of the Date of Termination, the Company shall continue to provide the Executive with the benefits set forth in Section 5(f); and (iiiiv) the Company shall reimburse Executive pursuant to Section 5(e) for reasonable expenses incurred, but not paid prior to such termination of employment; (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to the Executive in accordance with the terms and provisions of any stock option agreements, plans or programs of the Company; (v) all stock options and other pension or employment benefits granted to Executive during the Employment Period and more than one year prior to the Date of Termination shall fully vest as of the Date of Termination and all stock options granted before the Employment Period shall fully vest; (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive during the Employment Period, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), other than any severance-based plan or to make any investment in competition with the Company and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisorprogram) to constitute and "excess" parachute payment under Section 280G of which the Code and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restrictions exceed those calculated without the foregoing restriction:is a party.