Common use of Termination by Executive for Good Reason or by Company for Reasons other than Death, Disability or Cause Clause in Contracts

Termination by Executive for Good Reason or by Company for Reasons other than Death, Disability or Cause. If, after a Change of Control and during the Employment Term, the Executive terminates his status as an officer and employee for Good Reason, or the Company terminates the Executive’s status as an officer and employee other than for death, Disability or Cause, then, subject to the six-month delay set forth in Article VIII, Section 14, if applicable,: (i) The Company shall pay to the Executive the Accrued Obligations and the Pro Rata Bonus; (ii) Within twenty (20) business days of the Termination Date, the Company shall pay to the Executive in a lump sum in cash an amount equal to three times, the sum of (A) the Executive’s Base Salary in effect at the Termination Date and (B) the highest bonus paid to the Executive for any of the immediately preceding three Fiscal Years, not including any premium received in connection with the Executive’s participation in any restricted stock program offered by the Company; (iii) The Company will pay or deliver, as appropriate, all other benefits due the Executive pursuant to any employee benefit plans and incentive plans maintained by the Company or its affiliated companies with respect to services rendered by the Executive prior to the Termination Date; and (iv) For the Continuation Period, the Company shall at its expense maintain and administer for the continued benefit of Executive the benefits provided for under Article IV, Section 2(d).

Termination by Executive for Good Reason or by Company for Reasons other than Death, Disability or Cause. If, after a Change of Control and during the Employment Term, the Executive terminates his status as an officer and employee for Good Reason, or the Company terminates the Executive’s status as an officer and employee other than for death, Disability or Cause, then, subject to the six-month delay set forth in Article VIII, Section 14, if applicable,: (i) The Company shall pay to the Executive the Accrued Obligations and the Pro Rata Bonus; (ii) Within twenty (20) business days of the Termination Date, the Company shall pay to the Executive in a lump sum in cash an amount equal to three times, the sum of (A) the Executive’s Base Salary in effect at the Termination Date and (B) the highest bonus paid to the Executive for any of the immediately preceding three Fiscal Years, which bonus amounts shall not including include any premium received in connection with the Executive’s participation in any restricted stock program offered by the Company, but shall include the grant date value of any equity awards granted to the Executive in lieu of a portion of the bonus for a given year; (iii) The Company will pay or deliver, as appropriate, all other benefits due the Executive pursuant to any employee benefit plans and incentive plans maintained by the Company or its affiliated companies with respect to services rendered by the Executive prior to the Termination Date; and (iv) For the Continuation Period, the Company shall at its expense maintain and administer for the continued benefit of Executive the benefits provided for under Article IV, Section 2(d).

Termination by Executive for Good Reason or by Company for Reasons other than Death, Disability or Cause. If, after a Change of Control and during the Employment Term, the Executive terminates his status as an officer and employee for Good Reason, or the Company Post-Transaction Corporation terminates the Executive’s status as an officer and employee other than for death, Disability or Cause, then, subject to the six-month delay set forth in Article VIII, Section 142.9, if applicable,: (i) The Company Post-Transaction Corporation shall pay to the Executive the Accrued Obligations and the Pro Rata Bonus; (ii) Within twenty (20) business days of the Termination Date, the Company Post-Transaction Corporation shall pay to the Executive in a lump sum in cash an amount equal to three times, times the sum of (A) the Executive’s Base Salary in effect at the Termination Date and (B) the highest bonus paid to the Executive for any of the immediately preceding three Fiscal Years, which bonus amounts shall not including any premium received in connection with the Executive’s participation in any restricted stock program offered by the Company, but shall include the grant date value of any equity awards granted to the Executive in lieu of a portion of the bonus for a given year; (iii) The Company Post-Transaction Corporation will pay or deliver, as appropriate, all other benefits due the Executive pursuant to any employee benefit plans and incentive plans maintained by the Company Post-Transaction Corporation or its affiliated companies Affiliates with respect to services rendered by the Executive prior to the Termination Date; and (iv) For the Continuation Period, the Company Post-Transaction Corporation shall at its expense maintain and administer for the continued benefit of Executive the benefits provided for under Article IV, Section 2(d2.5(a)(iv).

Termination by Executive for Good Reason or by Company for Reasons other than Death, Disability or Cause. If, after a Change of Control and during the Employment Term, the Executive terminates his status as an officer and employee for Good Reason, or the Company Post-Transaction Corporation terminates the Executive’s status as an officer and employee other than for death, Disability or Cause, then, subject to the six-month delay set forth in Article VIII, Section 142.7, if applicable,: (i) The Company Post-Transaction Corporation shall pay to the Executive the Accrued Obligations and the Pro Rata Bonus; (ii) Within twenty (20) business days of the Termination Date, the Company Post-Transaction Corporation shall pay to the Executive in a lump sum in cash an amount equal to three times, times the sum of (A) the Executive’s Base Salary in effect at the Termination Date and (B) the highest bonus paid to the Executive for any of the immediately preceding three Fiscal Yearsfiscal years, which bonus amounts shall not including any premium received in connection with the Executive’s participation in any restricted stock program offered by the Company, but shall include the grant date value of any equity awards granted to the Executive in lieu of a portion of the bonus for a given year; (iii) The Company Post-Transaction Corporation will pay or deliver, as appropriate, all other benefits due the Executive pursuant to any employee benefit plans and incentive plans maintained by the Company Post-Transaction Corporation or its affiliated companies Affiliates with respect to services rendered by the Executive prior to the Termination Date; and (iv) For the Continuation Period, the Company Post-Transaction Corporation shall at its expense maintain and administer for the continued benefit of Executive the benefits provided for under Article IV, Section 2(d2.3(a)(iv).