Common use of Termination by the Company for Cause or by the Executive other than for Good Reason Clause in Contracts

Termination by the Company for Cause or by the Executive other than for Good Reason. If the Executive’s employment hereunder is terminated by the Company for Cause as defined in Section 6(a) or by the Executive (other than for Good Reason as defined in Section 6(c)), then: (i) the Company shall pay the Executive, within thirty (30) days after the date of termination, any Base Salary and any reimbursable expenses accrued or owing the Executive hereunder as of the date of termination, any earned and unpaid annual bonus in respect of fiscal years of the Company completed prior to the date of termination (it being understood that, absent approval of the Compensation Committee, no such bonus shall have been deemed to have been earned for any year) and any cash distribution payments on the Restricted Units in accordance with and at the time specified in Section 4(a); (ii) the Company shall deliver to the Executive Holding units in respect of any vested Restricted Units on the 60th day following the date of termination (subject to any delay required by Section 409A of the Code as contemplated by Section 14(c)), subject to applicable withholding as provided in Section 4(a); (iii) the Executive shall immediately forfeit any unvested Restricted Units; and (iv) the Executive shall not be entitled to any other benefits under any Benefit Plan or policy except to the extent such benefits are vested as of the date of termination or required by statute or the express provisions of this Agreement (the “Other Benefits”). In addition, in the event of termination by the Executive other than for Good Reason (including, without limitation, after the expiration of the Employment Term), the Company shall provide the Executive and his spouse with access to participation in the Company’s medical plans at the Executive’s (or his spouse’s) sole expense based on a reasonably determined fair market value premium rate following the period of continued coverage under COBRA for as long as the Executive (or his spouse) elects to participate.

Termination by the Company for Cause or by the Executive other than for Good Reason. If the Executive’s employment hereunder is terminated by the Company for Cause as defined in Section 6(a) or by the Executive (other than for Good Reason as defined in Section 6(c)), then: (i) the Company shall pay the Executive, within thirty (30) days after the date of termination, any Base Salary and any reimbursable expenses accrued or owing the Executive hereunder as of the date of termination, any earned and unpaid annual bonus in respect of fiscal years of the Company completed prior to the date of termination (it being understood that, absent approval of the Compensation Committee, no such bonus shall have been deemed to have been earned for any yearyear after 2009) and any unpaid cash distribution payments on the Restricted Units and the Withheld Units in accordance with and at the time specified in Section 4(a); (ii) the Company shall deliver to the Executive Holding units in respect of any vested Restricted Units on the 60th day following the date of termination (subject to any delay required by Section 409A of the Code as contemplated by Section 14(c)), subject to applicable withholding as provided in Section 4(a); (iii) the Executive shall immediately forfeit forfeit: (A) any unvested Restricted UnitsUnits and (B) if the termination occurs in 2009, the entire amount of the cash bonus to which the Executive would otherwise be entitled under Section 4(c); and (iviii) the Executive shall not be entitled to any other benefits under any Benefit Plan or policy except to the extent such benefits are vested as of the date of termination or required by statute or the express provisions of this Agreement (the “Other Benefits”). In addition, in the event of termination by the Executive other than for Good Reason on or after the second anniversary of the Commencement Date (including, without limitation, after the expiration of the Employment Term), the Company shall provide the Executive and his spouse with access to participation in the Company’s medical plans at the Executive’s (or his spouse’s) sole expense based on a reasonably determined fair market value premium rate following the period of continued coverage under COBRA for as long as and until the date the Executive (or or, in the case of his spouse, his spouse) elects to participateattains age 65.